EX-10.1






EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January
14, 2009, by and between Stephen D. Steinour (the “Executive”) and Huntington Bancshares
Incorporated, a Maryland corporation (the “Company”).



WITNESSETH THAT:




WHEREAS, the Company is desirous of employing the Executive in an executive capacity on the
terms and conditions, and for the consideration, hereinafter set forth, and the Executive is
desirous of being employed by the Company on such terms and conditions and for such consideration.



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and
for other good and valuable consideration, it is hereby covenanted and agreed by the Executive and
the Company as follows:




1. Effective Date. The “Effective Date” shall mean the date of this
Agreement as first above written.




2. Employment Period. The initial term of the Executive’s employment will commence
on the Effective Date and end on December 31, 2013 (the “Initial Employment Period”),
unless terminated earlier pursuant to Section 5 of this Agreement; provided,
however, that as of the expiration date of each of (a) the Initial Employment Period and
(b) if applicable, any Renewal Period (as defined below), the Employment Period will
automatically be extended for a three-year period (each, a “Renewal Period”), unless
either party gives at least one hundred and twenty (120) days written notice prior to such
expiration date of its intention not to renew the Employment Period (the Initial Employment
Period and each subsequent Renewal Period shall constitute the “Employment Period”).




3. Position and Duties.



(a) During the Employment Period, the Executive shall (i) serve as the President and Chief
Executive Officer of the Company, with such authority, power, duties and responsibilities as are
commensurate with such positions and as are customarily exercised by a person holding such
positions in a company of the size and nature of the Company, (ii) report directly to the Board of
Directors of the Company (the “Board”), (iii) initially be appointed to, and thereafter be
nominated to, serve as a member of the Board, (iv) while serving on the Board, serve as the
Chairman of the Board and (v) perform his duties at the Company’s corporate headquarters in
Columbus, Ohio.



(b) The Executive agrees that during the Employment Period, he shall devote his full business
time, energies and talents to serving in the positions described in Section 3(a) and he shall
perform his duties faithfully and efficiently subject to the directions of the Board.
Notwithstanding the foregoing provisions of this Section 3(b), the Executive may (i) serve as a
director, trustee or officer or otherwise participate in not-for-profit educational, welfare,
social, religious and civic organizations; and (ii) acquire passive investment interests in one or
more entities, to the extent that such other activities do not inhibit or interfere with the
performance of the Executive’s duties under this Agreement, or conflict in any material way with
the business or policies of the Company or any subsidiary or affiliate of the Company (the
“Affiliated Entities”). The Company, without limitation, expressly acknowledges that the
Executive currently serves on and, subject to the conditions in the preceding sentence, may
continue his service on the boards of directors of the National Constitution Center and the
Eisenhower Fellowships. The Executive may continue to serve as a member of the board of directors
of Exelon Corporation through the remainder of his current term of service and, with the prior
consent of the Board (which consent shall not be unreasonably withheld), the Executive may serve on
the board of directors of Exelon Corporation past his current term of service and, after January 1,
2010, may serve as a director of up to one other for-profit entity; provided that any
service as a board member of another entity shall, in any event, be subject to the aforesaid
conditions regarding interference with the Executive’s duties under this Agreement and conflict
with the business or policies of the Company or the Affiliated Entities.




4. Compensation. Subject to the terms of this Agreement, while the Executive is
employed by the Company during the Employment Period, the Company shall compensate him for his
services as follows:



(a) Base Salary. During the Employment Period, the Executive shall receive an annual
base salary (“Annual Base Salary”) of no less than $1,000,000. The Executive’s Annual Base
Salary shall be reviewed annually by the Compensation Committee of the Board (the “Compensation
Committee”) pursuant to its normal performance review policies for senior executives. The term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as in effect
from time to time. Such Annual Base Salary shall be payable in monthly or more frequent
installments in accordance with the Company’s payroll policies.



(b) Annual Incentive Payment. With respect to each fiscal year of the Company ending
during the Employment Period, the Executive shall be eligible to receive an annual incentive
payment (the “Incentive Payment”) as determined by the Compensation Committee in accordance
with the Company’s Management Incentive Plan or any substitute or successor plan thereto (the
“Incentive Plan”). The Executive’s target Incentive Payment opportunity under the
Incentive Plan for each fiscal year during the Employment Period shall be 110% of his Annual Base
Salary (the “Target Incentive Payment”). With respect to the Company’s 2009 fiscal year,
the Executive will be entitled to receive an Incentive Payment of not less than 50% of the Target
Incentive Payment. Any earned Incentive Payment shall be paid to the Executive pursuant to the
terms of the Incentive Plan; provided, however, that any such Incentive Payment for
a fiscal year shall be paid to the Executive no later than the 15th day of the third month
following the close of such fiscal year unless the Executive shall elect to defer the receipt of
such Incentive Payment pursuant to an arrangement that meets the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”).



(c) Long-Term Incentive Awards. During the Employment Period, the Executive shall be
eligible to receive long-term incentive awards (the “LTIP Awards”) under the Company’s
equity-based compensation plans (the “Equity Plans”) on terms and conditions no less
favorable than those provided to other senior executives of the Company, except as provided in this
Section 4(c). The Executive’s target LTIP Award opportunity with respect to each three-year
performance cycle under the Equity Plans (each, a “Performance Cycle”) shall be 31.25% of
his Annual Base Salary, and, with respect to the 2007-2009 and 2008-2010 Performance Cycles, the
Executive’s earned LTIP Award shall be pro-rated for the relative portion of the Performance Cycle
occurring during the Employment Period. Any earned LTIP Award shall be paid to the Executive upon
conclusion of the applicable Performance Cycle pursuant to the terms of the Equity Plan to which
the applicable LTIP Award and Performance Cycle relate.



(d) Annual Equity Incentive Awards. Beginning with the Company’s annual equity review
in July, 2009, during the Employment Period, the Executive shall be eligible to receive annual
equity incentive awards under the Equity Plans on terms and conditions no less favorable than those
provided to other senior executives of the Company.



(e) Inducement Option. As an inducement to the Executive’s willingness to enter into
this Agreement, the Company shall, on the Effective Date, grant the Executive an option (the
“Inducement Option”) to purchase 1,000,000 shares of the Company’s common stock (the
“Common Stock”) with a per-share exercise price equal to the closing price of a share of
Common Stock on the NASDAQ on the grant date (as permitted under Treas. Reg.
§ 1.409A-1(b)(5)(iv)(A)), which Inducement Option shall (i) be a non-qualified stock option, (ii)
have a seven-year term (subject to earlier termination in accordance with Section 6.7 of the 2007
Plan) and (iii) vest ratably (in equal increments) on each of the first five anniversaries of the
Effective Date, subject to Executive’s continued employment with the Company through the applicable
vesting date. The Inducement Option shall not be granted pursuant to the 2007 Plan, but shall be
subject to the terms of the 2007 Plan. In the event that an event described in Section 4.3 of the
2007 Plan occurs prior to the grant of the Inducement Option and awards under the 2007 Plan are
adjusted pursuant to Section 4.3, the number of shares to be subject to the Inducement Option shall
be equitably adjusted consistent with the adjustment generally made under the 2007 Plan.
Notwithstanding anything to the contrary herein, the Inducement Option, for purposes of the
Executive Agreement (as defined below), including without limitation the acceleration provisions
therein, shall be deemed to be an award under the Corporation’s Stock and Incentive Plans held by
the Executive.



(f) Employee Benefits, Fringe Benefits and Perquisites. During the Employment Period,
the Executive shall be provided with employee benefits, fringe benefits and perquisites on a basis
no less favorable than such benefits and perquisites are provided by the Company from time to time
to the Company’s other senior executives, which shall include, without limitation, participation in
the Company’s Supplemental Stock Purchase and Tax Savings Plan and the Company’s Supplemental
Retirement Income Plan (or any successor plans thereto) as such plans may be in effect from time to
time. The Company will promptly secure an amendment to the Company’s Supplemental Retirement
Income Plan to provide the Executive with an opportunity to elect to receive a lifetime joint and
survivor annuity payment option with respect to his accrued and vested benefit under the
Supplemental Retirement Income Plan, a projected estimate of which is set out in the letter to John
B. Gerlach, Jr. from David L. Jakes, F.S.A. dated January 7, 2009, which estimate is subject to,
and based on, the assumptions set forth in such letter.



(g) Expense Reimbursement. Subject to the requirements of Section 8(a)(ii) (relating
to in-kind benefits and reimbursements), during the Employment Period, the Company will reimburse
the Executive for all reasonable expenses incurred by him in the performance of his duties in
accordance with the Company’s policies applicable to senior executives.



(h) Relocation Assistance. Subject to the requirements of Section 8(a)(ii) (relating
to in-kind benefits and reimbursements) and in connection with the Executive’s commencement of
employment with the Company, the Executive will be provided with relocation benefits under the
Company’s relocation policy applicable to executives of the Company, which, notwithstanding
anything to the contrary in such policy, shall include (as applies to the Executive), (i)
reimbursement for up to 18 months of temporary living expenses in the Columbus, Ohio area, (ii)
reimbursement for up to 18 months of commercial coach airfare and other reasonable travel related
expenses for travel to and from the Executive’s primary personal residence in Haverford,
Pennsylvania subsequent to the Effective Date and (iii) coverage under the “Amended Value Sale –
Home Sale Program” until the earlier of the sale of the Executive’s primary residence in Haverford,
Pennsylvania and August 31, 2010. For purposes of clarification, (A) a termination of the
Executive’s employment by the Company without Cause or by the Executive for Good Reason shall be
treated as an involuntary termination for which the Executive would have been entitled to receive
enhanced transition pay under the Company’s Transition Pay Plan (but for his entitlement to
severance under Section 6(a) of this Agreement) for purposes of the relocation policy and the
Relocation Assistance and Reimbursement Agreement attached thereto and (B) references to “12
months” therein shall refer to 12 months from the earlier of (x) August 31, 2010 and (y) the date
on which the applicable expense is incurred. The parties agree that, prior to its execution, they
will make any revisions to the Reimbursement Agreement necessary to make it consistent with this
Section 4(h).



(i) Executive Agreement. Notwithstanding anything to the contrary herein, following
the Effective Date, the Company shall enter into an executive agreement (the “Executive
Agreement”) with the Executive in a form substantially similar to that agreement entered into
by and between the Company and the Company’s previous Chief Executive Officer on January 1, 2006.



(j) Stock Ownership Requirement. While employed by the Company, the Executive shall
be subject to the Company’s stock ownership policy in accordance with the guidelines as established
by the Compensation Committee (the “Stock Ownership Policy”). Pursuant to the Stock
Ownership Policy, the Executive shall be required to, by no later than, and as of, the five-year
anniversary of the Effective Date, acquire and maintain ownership of a number of shares of Common
Stock equal to $5,000,000 divided by the closing price of a share of Common Stock on the Effective
Date. The Executive agrees to make continuous progress toward satisfaction of this objective.



(k) Indemnification/Insurance. The Company shall indemnify the Executive to the full
extent permitted by the general laws of the State of Maryland, its charter or its bylaws now or
hereafter in force, and shall advance all expenses including attorneys’ fees under procedures
provided by, and to the full extent permitted by, such laws, charter or bylaws. To the extent the
Company provides and maintains liability insurance covering members of the Board and/or senior
executives of the Company, the Executive will be entitled to such coverage on a basis that is no
less favorable than the coverage provided to any other officer or director of the Company.



5. Termination of Employment.



(a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Employment Period. If the Company determines in good faith
that the Disability of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may provide the Executive with written notice in
accordance with Section 13(f) of this Agreement of its intention to terminate the Executive’s
employment. In such event, the Executive’s employment with the Company shall terminate effective
on the 30th day after receipt of such notice by the Executive (the “Disability Effective
Date”), provided that, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the Executive’s duties. For purposes of this Agreement,
“Disability” shall mean the inability of the Executive to perform the Executive’s duties
with the Company on a full-time basis as a result of incapacity due to mental or physical illness,
which inability exists for 180 days during any rolling 12-month period, as determined by a
physician selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative.



(b) Cause. The Company may terminate the Executive’s employment during the Employment
Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean:




(i) the continued failure of the Executive to perform substantially the Executive’s
duties with the Company or one of the Affiliated Entities (other than any such failure
resulting from incapacity due to physical or mental illness);




(ii) the Executive’s conviction of, or plea of guilty or nolo
contendere to, a charge of commission of (A) a felony or (B) any crime involving
moral turpitude;




(iii) the Executive’s material breach of the Company’s material written policies or
procedures;




(iv) the Executive’s willful commission of an act of dishonesty in connection with the
Executive’s performance of his duties to the Company or any of the Affiliated Entities; or




(v) any other willful misconduct by the Executive which causes material harm to the
Company or any of the Affiliated Entities or their business reputations, including due to
any adverse publicity.



In order to invoke a termination for Cause on any of the grounds enumerated under Section
5(b)(i) or (iii), the Company shall provide written notice to the Executive of the existence of
such grounds within 30days following the Company’s knowledge of the existence of such grounds,
specifying in reasonable detail the grounds constituting Cause, and the Executive shall have 30days
following receipt of such written notice during which he may remedy the ground if such ground is
reasonably subject to cure.



For purposes of this provision, no act or failure to act, on the part of the Executive, shall
be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by the Executive in good faith and in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless
and until there shall have been delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than a two-thirds of the entire membership of the Board at a
meeting of the Board called and held for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in clauses (i), (iii), (iv) or (v) above, and specifying the particulars thereof
in detail.



(c) Good Reason. The Executive’s employment may be terminated by the Executive during
the Employment Period with or without Good Reason. For purposes of this Agreement, “Good
Reason” shall mean in the absence of the written consent of the Executive:




(i) the assignment to the Executive of any duties materially inconsistent with the
Executive’s positions (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, or
any other action by the Company which results in a material diminution in such positions,
authority, duties or responsibilities;




(ii) any material failure by the Company to comply with the material terms of Section 4
of this Agreement;




(iii) any requirement by the Company that the Executive’s services be rendered
primarily at a location that is more than 50 miles from the Company’s corporate headquarters
in Columbus, Ohio;




(iv) the Company’s giving the Executive a notice of non-renewal prior to the expiration
of the Initial Employment Period and therefore failing to extend this Agreement beyond the
Initial Employment Period; or




(v) any other material breach of this Agreement by the Company.



In order to invoke a termination for Good Reason, the Executive shall provide written notice to the
Company of the existence of one or more of the conditions described in clauses (i) through (v)
within 30 days following the Executive’s knowledge of the initial existence of such condition or
conditions, specifying in reasonable detail the conditions constituting Good Reason, and the
Company shall have 30 days following receipt of such written notice (the “Cure Period”)
during which it may remedy the condition if such condition is reasonably subject to cure. In the
event that the Company fails to remedy the condition constituting Good Reason during the applicable
Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the
Code) must occur, if at all, within 30 days following such Cure Period in order for such
termination as a result of such condition to constitute a termination for Good Reason.



(d) Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 13(f) of this Agreement. For purposes of this Agreement, a
“Notice of Termination” means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date (which date shall
be not more than 30 days after the giving of such notice or 30 days after the end of the Cure
Period in the case of a termination by the Executive with Good Reason). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the
Company, respectively, hereunder or preclude the Executive or the Company, respectively, from
asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.



(e) Date of Termination. “Date of Termination” means (i) if the Executive’s
employment is terminated by the Company other than for Cause or Disability, or by the Executive
without Good Reason (including due to his normal retirement as contemplated by Section 6(e) of this
Agreement), the date of receipt of the Notice of Termination or any later date specified therein
within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated
by the Executive with Good Reason, a date that is no later than 30 days after the Cure Period,
(iii) if the Executive’s employment is terminated by the Company for Cause, the date on which the
Company notifies the Executive of such termination; and (iv) if the Executive’s employment is
terminated by reason of death or Disability, the date of the Executive’s death or the Disability
Effective Date, as the case may be. Notwithstanding any provision contained herein, the
Executive’s Date of Termination shall be the date of his “separation from service,” as that term is
defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(h).




6. Obligations of the Company upon Termination.



(a) Good Reason; Other Than for Cause, Death or Disability. Subject to the
Executive’s execution and nonrevocation of a release of claims in a form reasonably acceptable to
the Company no later than 22 days after the Date of Termination, if, during the Employment Period,
the Company shall terminate the Executive’s employment other than for Cause, death or Disability or
the Executive shall terminate his employment for Good Reason:




(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after
the Date of Termination (except as otherwise provided below in the case of amounts that are
subject to a prior deferral election) the aggregate of the following amounts:




(A) the sum of (1) the Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (2) any annual Incentive Payment earned
by the Executive for a prior award period, but not yet paid to the Executive,
provided that (other than any portion of such annual Incentive Payment
that was previously deferred, which portion shall instead be paid in accordance with the
applicable deferral arrangement and any election thereunder) such payment shall be made
no later than the 15th day of the third (3rd) month following the
close of the fiscal year with respect to which such Incentive Payment is earned, (3) the
product of (x) the higher of (i) the Target Incentive Payment for the year in which the
Date of Termination occurs and (ii) the Incentive Payment paid or payable to the
Executive in respect of the fiscal year prior to the year in which the Date of
Termination occurs (the higher of (i) and (ii), the “Highest Annual Incentive
Payment”) and (y) a fraction, the numerator of which is the number of days that have
elapsed in the fiscal year of the Company in which the Date of Termination occurs as of
the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive
Payment”), (4) any accrued paid time off to the extent not theretofore paid, and (5)
any business expenses incurred by the Executive that are unreimbursed as of the Date of
Termination (the sum of the amounts described in clauses (1), (2), (3), (4) and (5) shall
be hereinafter referred to as the “Accrued Obligations”); provided,
however, in the event that (i) the Executive is a “covered employee” within the
meaning of Section 162(m) of the Code during the fiscal year of the Company in which the
Date of Termination occurs and (ii) the Executive’s Incentive Payment for the fiscal year
of the Company in which the Date of Termination occurs is intended to be “qualified
performance-based compensation” within the meaning of Treasury Regulation Section
1.162-27(e), the Pro-Rata Incentive Payment shall be (a) determined based on the
Company’s actual performance for the fiscal year of the Company in which the Date of
Termination occurs on the same basis as other executive officers and (b) paid at such
time as the Company otherwise makes incentive payments for such fiscal year (other than
any portion of such annual Incentive Payment that was previously deferred, which portion
shall instead be paid in accordance with the applicable deferral arrangement and any
election thereunder); and




(B) the amount equal to the product of (1) two and (2) the sum of (x) the
Executive’s Annual Base Salary and (y) the Highest Annual Incentive Payment (the product
of (1) and (2), the “Severance Payment”); and




(ii) the Company shall pay the Executive, with respect to each open full Performance
Cycle, the product of (A) the LTIP Award that the Executive would have earned for such open
full Performance Cycle, determined based on the Company’s actual performance for such
Performance Cycle on the same basis as other executive officers, and (B) a fraction, the
numerator of which is the number of days that have elapsed in the applicable Performance
Cycle from the Effective Date (or, if later, the date of commencement of the Performance
Cycle) through the Date of Termination, and the denominator of which is the number of days
in such Performance Cycle, which payment shall be made at such time as the Company otherwise
makes LTIP Award payments with respect to such open Performance Cycle (collectively, the
“Pro-Rata LTIP Award Payments”); and




(iii) to the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company and the Affiliated Entities through the Date of
Termination (such other amounts and benefits shall be hereinafter referred to as the
“Other Benefits”).



(b) Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period, this Agreement shall terminate without further obligations to
the Executive’s legal representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of the Other Benefits. Accrued Obligations shall
be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30
days of the Date of Termination. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(b) shall include death benefits as in effect on the date of
the Executive’s death with respect to senior executives of the Company and their beneficiaries.



(c) Disability. If the Executive’s employment is terminated by reason of the
Executive’s Disability during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of the Accrued Obligations and the timely
payment or provision of the Other Benefits. Accrued Obligations shall be paid to the Executive or
his legal representative, if incapacitated, as applicable, in a lump sum in cash within 30 days of
the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits
as utilized in this Section 6(c) shall include disability benefits as in effect on the date of the
Executive’s Disability with respect to senior executives of the Company and their beneficiaries.



(d) Cause; Other than for Good Reason. If the Executive’s employment shall be
terminated for Cause or the Executive terminates his employment without Good Reason during the
Employment Period, this Agreement shall terminate without further obligations to the Executive
other than the obligation to pay to the Executive (i) the Accrued Obligations (other than the
Pro-Rata Incentive Payment) within 30 days of the Date of Termination and (ii) the Other Benefits.



(e) Retirement. Notwithstanding anything to the contrary in this Agreement, should
the Executive’s employment terminate without Good Reason and due to his retirement after becoming
eligible for normal retirement benefits under the Huntington Bancshares Retirement Plan or any
successor retirement plan, the Executive, in addition to any other payments or benefits to which he
is or becomes entitled, shall be entitled to (i) the Pro-Rata LTIP Award Payments at the times and
subject to the conditions provided in Section 6(a)(ii) above, and (ii) the Pro-Rata Incentive
Payment, provided that the Pro-Rata Incentive Payment shall be (A) determined based on the
Company’s actual performance for the fiscal year of the Company in which the Date of Termination
occurs on the same basis as other executive officers and (B) paid at such time as the Company
otherwise makes incentive payments for such fiscal year (other than any portion of such annual
Incentive Payment that was previously deferred, which portion shall instead be paid in accordance
with the applicable deferral arrangement and any election thereunder).  



(f) Effect of Termination on Other Positions. If, on the Date of Termination, the
Executive is a member of the Board or the board of directors of any of the Company’s subsidiaries,
or holds any other position with the Company or its subsidiaries, the Executive shall be deemed to
have resigned from all such positions as of the Date of Termination. The Executive agrees to
execute such documents and take such other actions as the Company may request to reflect such
resignation.



(g) Full Settlement. The payments and benefits provided under this Section 6
(including, without limitation, the Other Benefits, which shall include the Executive’s vested
retirement benefits and any other payments or benefits to which the Executive becomes entitled
under the Company’s employee benefit plans) shall be in full satisfaction of the Company’s
obligations to the Executive upon his termination of employment, notwithstanding the remaining
length of the Initial Employment Period or any Renewal Period, and in no event shall the Executive
be entitled to severance benefits (or other damages in respect of a termination of employment or
claim for breach of this Agreement) beyond those specified in this Section 6. For the avoidance of
doubt, during the Employment Period, the Executive shall only be entitled to severance benefits
under this Agreement (and upon a Change of Control (as defined in the Executive Agreement) shall be
entitled to severance benefits under the Executive Agreement), and shall not be entitled to
severance benefits under the Company’s Transition Pay Plan or any other severance arrangement
maintained by the Company or the Affiliated Entities.




7. No Mitigation; No Offset. The Company’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company
may have against the Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and, such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay, during the
Employment Period and the five-year period thereafter, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of any contest by
the Company, the Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof (including as a result of
any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest (as determined in the manner described in Section 8(a)(iii) below with the
rate determined as of the date such reimbursement is determined to be owed) on any delayed
payment, provided that the Executive prevails on any material issue in such contest.




8. Section 409A and EESA.



(a) Section 409A.




(i) General. It is intended that this Agreement shall comply with the
provisions of Section 409A of the Code and the Department of the Treasury (the
“Department”) Regulations relating thereto, or an exemption to Section 409A of the
Code. Any payments that qualify for the “short-term deferral” exception or another
exception under Section 409A of the Code shall be paid under the applicable exception. For
purposes of the limitations on nonqualified deferred compensation under Section 409A of the
Code, each payment of compensation under this Agreement shall be treated as a separate
payment of compensation for purposes of applying the Section 409A of the Code deferral
election rules and the exclusion under Section 409A of the Code for certain short-term
deferral amounts. All payments to be made upon a termination of employment under this
Agreement may only be made upon a “separation from service” under Section 409A of the Code.
In no event may the Executive, directly or indirectly, designate the calendar year of any
payment under this Agreement. Within the time period permitted by the applicable Department
Regulations (or such later time as may be permitted under Section 409A or any IRS or
Department rules or other guidance issued thereunder), the Company may, in consultation with
the Executive, modify the Agreement in order to cause the provisions of the Agreement to
comply with the requirements of Section 409A of the Code, so as to avoid the imposition of
taxes and penalties on the Executive pursuant to Section 409A of the Code.




(ii) In-Kind Benefits and Reimbursements. Notwithstanding anything to the
contrary in this Agreement, all reimbursements and in-kind benefits provided under this
Agreement shall be made or provided in accordance with the requirements of Section 409A of
the Code, including, where applicable, the requirement that (A) any reimbursement is for
expenses incurred during the Executive’s lifetime (or during a shorter period of time
specified in this Agreement); (B) the amount of expenses eligible for reimbursement, or in
kind benefits provided, during a calendar year may not affect the expenses eligible for
reimbursement, or in kind benefits to be provided, in any other calendar year; (C) the
reimbursement of an eligible expense will be made no later than the last day of the calendar
year following the year in which the expense is incurred; and (D) the right to reimbursement
or in kind benefits is not subject to liquidation or exchange for another benefit.




(iii) Delay of Payments. Notwithstanding any other provision of this Agreement
to the contrary, if the Executive is considered a “specified employee” for purposes of
Section 409A of the Code (as determined in accordance with the methodology established by
the Company as in effect on the Date of Termination), (A) any payment that constitutes
nonqualified deferred compensation within the meaning of Section 409A of the Code that is
otherwise due to the Executive under this Agreement during the six-month period following
his separation from service (as determined in accordance with Section 409A of the Code)
shall be accumulated and paid to Executive on the first business day of the seventh month
following his separation from service (the “Delayed Payment Date”) and (B) in the
event any equity compensation awards held by the Executive that vest upon termination of the
Executive’s employment constitute nonqualified deferred compensation within the meaning of
Section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in
settlement of such awards shall be made on the earliest permissible payment date (including
the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would
otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed
cash payments from the Date of Termination to the Delayed Payment Date at a rate equal to
the applicable federal short-term rate in effect under Code Section 1274(d) for the month in
which the Executive’s separation from service occurs. If the Executive dies during the
postponement period, the amounts and entitlements delayed on account of Section 409A of the
Code shall be paid to the personal representative of his estate on the first to occur of the
Delayed Payment Date or 30 days after the date of the Executive’s death.



(b) EESA. The Company and the Executive mutually acknowledge that the terms of this
Agreement are intended to comply with any requirements that may apply under any applicable law,
including the Emergency Economic Stabilization Act of 2008 (“EESA”). The Executive
acknowledges, understands and agrees that the Executive is subject to the provisions of EESA and
the rules, regulations and guidance issued thereunder (including without limitation the rules
issued by the Department under Interim Rule 31 CFR Part 30) (the “EESA Guidance”) for as
long as the Department or any other government entity holds any of the Company’s equity or debt
pursuant to the terms of EESA and the EESA Guidance. Accordingly, the parties agree as follows:




(i) the Company agrees to comply with EESA and the EESA Guidance, including, without
limitation, the requirements that the Company’s compensation committee or a committee acting
in a similar capacity review the Company’s risk management policies and incentive
compensation arrangements of certain identified executives (as defined by EESA and the EESA
Guidance) to ensure that such compensation arrangements do not encourage unnecessary and
excessive risks that threaten the value of the Company and certify that such reviews have
been undertaken in compliance with EESA and the EESA Guidance;




(ii) the Executive agrees that his rights to compensation under this Agreement and
participation in the Company’s benefit and compensation arrangements (the Agreement and any
and all such arrangements, collectively, the “Benefit Plans”) will be limited to
ensure that such arrangements comply with and are administered in accordance with the
provisions of EESA and the EESA Guidance. Accordingly, the Executive hereby (A)
acknowledges and understands that any compensation payable to him under any Benefit Plan,
including without limitation under this Agreement, shall be subject to EESA and the EESA
Guidance, including, without limitation, (x) the potential for clawback of any bonus or
incentive compensation paid to the Executive under any Benefit Plan (including any Incentive
Payment) in contravention of EESA or the EESA Guidance and (y) the potential for the
reduction in amounts payable to Executive under Section 6 of this Agreement as a result of
the limitations on golden parachute payments under EESA and the EESA Guidance, (B) consents
to any future modifications and limitations with respect to, and under, the Benefit Plans
only to the extent necessary to ensure compliance with EESA and the EESA Guidance, (C)
agrees that any plan, program, policy, agreement or arrangement of the Company and its
affiliates and this Agreement shall be treated as a Benefit Plan for purposes of such
limitations, (D) voluntarily waives any claim against the Company for any changes to the
Executive’s compensation or benefits that are required to comply with the regulation issued
by the Department on October 20, 2008 in consideration for the benefits that the Executive
will receive as a result of the Company’s participation in the Department’s Capital Purchase
Program, (E) agrees that such waiver and consent shall constitute a part of and be
integrated with this Agreement and (F) agrees to execute, acknowledge and deliver such
documents or instruments and take such other actions as may be reasonably necessary to
effectuate the foregoing.




9. Forfeiture. Notwithstanding any other provisions of this Agreement and in
addition to and not in contravention of the clawback provision applicable to the Executive under
the EESA Guidance:



(a) If the Company is required to prepare an accounting restatement due to material
noncompliance of the Company, as a result of misconduct, with any financial reporting requirement
under the Federal securities laws, the Executive shall reimburse the Company for (i) all amounts
received under any incentive compensation plans from the Company during the twelve (12) month
period following the first public issuance or filing with the Securities and Exchange Commission
(whichever first occurs) of the financial document embodying such financial reporting requirement
and (ii) any profits realized from the sale of securities of the Company during that twelve (12)
month period, unless the application of this provision has been exempted by the Securities and
Exchange Commission.



(b) If the Compensation Committee shall determine that the Executive has engaged in a serious
breach of conduct, the Compensation Committee may terminate any equity compensation award or
require the Executive to repay any gain realized on the exercise of an award in accordance with the
terms such award or the equity compensation plan governing such award.



(c) If the Executive is found guilty of misconduct by any judicial or administrative authority
in connection with any (i) formal investigation by the Securities and Exchange Commission or (ii)
other federal or state regulatory investigation, the Compensation Committee may require the
repayment of any gain realized on the exercise of an award under any equity compensation plan
without regard to the timing of the determination of misconduct in relation to the timing of the
exercise of the award.




10. Restrictive Covenants.



(a) Return of Company Property. Upon his termination of employment for any reason,
the Executive shall promptly return to the Company any keys, credit cards, passes, confidential
documents or material, or other property belonging to the Company, and the Executive shall also
return all writings, files, records, correspondence, notebooks, notes and other documents and
things (including any copies thereof) containing confidential information or relating to the
business or proposed business of the Company or the Affiliated Entities or containing any trade
secrets relating to the Company or the Affiliated Entities except any personal diaries, calendars,
rolodexes or personal notes or correspondence. For purposes of the preceding sentence, the term
“trade secrets” shall have the meaning ascribed to it under the Uniform Trade Secrets Act. The
Executive agrees to represent in writing to the Company upon termination of employment that he has
complied with the foregoing provisions of this Section 10(a).



(b) Mutual Nondisparagement. The Executive and the Company each agree that, following
the Executive’s termination of employment, neither the Executive, nor the Company will make any
public statements which materially disparage the other party. The Company shall not be liable for
any breach of its obligations under this paragraph if it informs its directors and executive
officers, as such term is defined in Rule 3b-7 promulgated under the Securities Exchange Act of
1934, of the content of its covenant hereunder and takes reasonable measures to ensure that such
individuals honor the Company’s agreement. Notwithstanding the foregoing, nothing in this Section
10(b) shall prohibit any person from making truthful statements when required by order of a court
or other governmental or regulatory body having jurisdiction.



(c) Confidential Information. The Executive agrees that, during his employment with
the Company and at all times thereafter, he shall hold in a fiduciary capacity for the benefit of
the Company all secret or confidential information, knowledge or data relating to the Company or
any of the Affiliated Entities, and their respective businesses, which shall have been obtained by
the Executive during the Executive’s employment by the Company or during his consultation with the
Company after his termination of employment, and which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in violation of this
Agreement). Except in the good faith performance of his duties for the Company, the Executive
shall not, without the prior written consent of the Company or as may otherwise be required by law
or legal process, communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it.



(d) Nonsolicitation. The Executive agrees that, while he is employed by the Company
and during the one-year period following his termination of employment with the Company (the
“Restricted Period”), the Executive shall not, directly or indirectly, (i) solicit any
individual who is, on the Date of Termination (or was, during the six-month period prior to the
Date of Termination), employed by the Company or the Affiliated Entities to terminate or refrain
from renewing or extending such employment or to become employed by or become a consultant to any
other individual or entity other than the Company or the Affiliated Entities, (ii) initiate
discussion with any such employee or former employee for any such purpose or authorize or knowingly
cooperate with the taking of any such actions by any other individual or entity on behalf of the
Executive’s employer or (iii) induce or attempt to induce any customer (whether former, current or
prospective), supplier, licensee or other business relation of the Company or any of the Affiliated
Entities to cease doing business with the Company or such Affiliated Entity, or in any way
interfere with the relationship between any such customer, supplier, licensee or business relation,
on the one hand, and the Company or any Affiliated Entity, on the other hand.



(e) Noncompetition. The Executive agrees that, during the Restricted Period, he will
not engage in Competition (as defined below). The Executive shall be deemed to be engaging in
“Competition” if he, directly or indirectly, owns, manages, operates, controls or
participates in the ownership, management, operation or control of or is connected as an officer,
employee, partner, director, consultant or otherwise with, or has any financial interest in, any
business (whether through a corporation or other entity) engaged in the commercial banking business
or any other financial services business that is competitive with any portion of the business
conducted by the Company or any of the Affiliated Entities, in Michigan, Indiana, Ohio, Kentucky,
Pennsylvania (which as of the Effective Date shall be limited to western Pennsylvania, defined as
the portion west of Harrisburg, Pennsylvania) and West Virginia and any other state (or regional
area in Pennsylvania) in which the Company or the Affiliated Entities as of the Date of Termination
(or at any time during the 12-month period prior to the Date of Termination) has (or had) a
material commercial banking or other financial services business (or has taken reasonable steps to
commence operating a material commercial banking or other financial services business).
Notwithstanding the aforesaid, the restrictions herein shall not apply based solely on the Company
having any ownership or other interest in an indirect automobile lending facility. Ownership for
personal investment purposes only of less than 2% of the voting stock of any publicly held
corporation shall not constitute a violation hereof.



(f) Equitable Remedies. The Executive acknowledges that the Company would be
irreparably injured by a violation of Section 10(b), (c), (d) or (e) and he agrees that the
Company, in addition to any other remedies available to it for such breach or threatened breach,
shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent
relief, restraining the Executive from any actual or threatened breach of Section 10(b), (c), (d)
or (e). If a bond is required to be posted in order for the Company to secure an injunction or
other equitable remedy, the parties agree that said bond need not be more than a nominal sum.




11. Assistance with Claims. The Executive agrees that, consistent with the
Executive’s business and personal affairs, during and after his employment by the Company, he
will assist the Company and the Affiliated Entities in the defense of any claims, or potential
claims that may be made or threatened to be made against any of them in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”),
and will assist the Company and the Affiliated Entities in the prosecution of any claims that may
be made by the Company or the Affiliated Entities in any Proceeding, to the extent that such
claims may relate to the Executive’s employment or the period of Executive’s employment by the
Company. The Executive agrees, unless precluded by law, to inform promptly the Company if the
Executive is asked to (i) participate (or otherwise become involved) in any Proceeding involving
such claims or potential claims or (ii) assist in any investigation (whether governmental or
private) of the Company or the Affiliated Entities (or their actions), regardless of whether a
lawsuit has then been filed against the Company or the Affiliated Entities with respect to such
investigation. The Company agrees to reimburse the Executive for all of the Executive’s
reasonable out-of-pocket expenses associated with such assistance, including travel expenses and
any attorneys’ fees and if such assistance is rendered at a time when the Executive is not
actively employed by the Company or at a time in respect of which the Executive is receiving the
Severance Payment, shall pay a reasonable per diem fee for the Executive’s services. Any amounts
to be paid to the Executive pursuant to this Section 11 shall be paid by the Company no later
than within 30days of the date on which such expenses are incurred.



12. Successors.



(a) This Agreement is personal to the Executive and, without the prior written consent of the
Company, shall not be assignable by the Executive. This Agreement and any rights and benefits
hereunder shall inure to the benefit of and be enforceable by the Executive’s legal
representatives, heirs or legatees. This Agreement and any rights and benefits hereunder shall
inure to the benefit of and be binding upon the Company and its successors and assigns.



(b) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to satisfy all of the obligations under this Agreement in the
same manner and to the same extent that the Company would be required to satisfy such obligations
if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company
as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.




13. Miscellaneous.



(a) Amendment. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors and legal
representatives.



(b) Withholding. The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant
to any applicable law or regulation.



(c) Applicable Law. The provisions of this Agreement shall be construed in accordance
with the internal laws of the State of Ohio, without regard to the conflict of law provisions of
any state.



(d) Severability. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other provision of this Agreement,
and this Agreement will be construed as if such invalid or unenforceable provision were omitted
(but only to the extent that such provision cannot be appropriately reformed or modified).



(e) Waiver of Breach. No waiver by any party hereto of a breach of any provision of
this Agreement by any other party, or of compliance with any condition or provision of this
Agreement to be performed by such other party, will operate or be construed as a waiver of any
subsequent breach by such other party of any similar or dissimilar provisions and conditions at the
same or any prior or subsequent time. The failure of any party hereto to take any action by reason
of such breach will not deprive such party of the right to take action at any time while such
breach continues.



(f) Notices. Notices and all other communications provided for in this Agreement
shall be in writing and shall be delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, or prepaid overnight courier to the parties at the
addresses set forth below (or such other addresses as shall be specified by the parties by like
notice):




to the Company:




Huntington Bancshares Incorporated




The Huntington Center




41 South High Street.




Columbus, Ohio 43287




Attention: General Counsel




or to the Executive:




At the most recent address maintained




by the Company in its personnel records




With a copy to:




R. Robert Popeo, Esquire


Robert M. Gault, Esquire


Mintz Levin Cohen Glovsky and Popeo, P.C.


One Financial Center


Boston, MA 02111



Each party, by written notice furnished to the other party, may modify the applicable delivery
address, except that notice of change of address shall be effective only upon receipt. Such
notices, demands, claims and other communications shall be deemed given in the case of delivery by
overnight service with guaranteed next day delivery, the next day or the day designated for
delivery; or in the case of certified or registered U.S. mail, five days after deposit in the U.S.
mail; provided, however, that in no event shall any such communications be deemed
to be given later than the date they are actually received.



(g) Survivorship. Upon the expiration or other termination of this Agreement, the
respective rights and obligations of the parties hereto shall survive such expiration or other
termination to the extent necessary to carry out the intentions of the parties under this
Agreement.



(h) Entire Agreement. From and after the Effective Date, this Agreement (other than
the Executive Agreement as contemplated by Section 4(i) hereof) constitutes the entire agreement
between the Company and the Executive and shall supersede any agreements or term sheets between
the parties with respect to the subject matter hereof.



(i) Counterparts. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one and the same
agreement.



(j) Authority. The Executive represents and warrants that he is subject to no
agreement or restriction that would limit his ability to execute and deliver this Agreement, or, as
of the Effective Date, immediately serve in the capacities and fully perform the services
contemplated herein.



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IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company has caused these
presents to be executed in its name and on its behalf, all as of the day and year first above
written.




STEPHEN D. STEINOUR




/s/ Stephen D. Steinour




	 	 	HUNTINGTON BANCSHARES INCORPORATED






By: /s/ David L. Porteous

Name: DAVID L. PORTEOUS

Title: LEAD DIRECTOR





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