Common use of Delay of Payments Clause in Contracts

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 Corporation as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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 or her estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-six month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh (7th) month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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-short term rate in effect under Code Section section 1274(d) for the month in which the Executive’s 's separation from service occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of his any such designation, to: (i) her spouse if he survives her or (ii) to her estate if her spouse does not survive her, on the first to occur of the Delayed Payment Date or 30 thirty (30) days after the date of the Executive’s 's death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

Delay of Payments. Notwithstanding any other provision of this Agreement anything herein to the contrary, if any amounts payable or benefits to be provided to Executive under Section 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the Severance Payments and Benefits Payment under this Agreement being aggregated with payments under another arrangement to which Executive and the Company or its affiliates are a party or in which Executive is considered an eligible participant): (i) if Executive is a “specified employee” for purposes within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation Company as in effect on the date Date of terminationTermination), (i) any payment amounts that constitutes constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that is would otherwise be payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period immediately following his or her the Date of Termination on account of Executive’s separation from service shall instead be paid, with interest accrued at the applicable federal rate (as determined based on the rate in accordance with Section 409A of effect for the Code) shall be accumulated and paid to the Executive month in a lump sum which Executive’s separation from service occurs), on the first business day of the seventh month following his or her Executive’s “separation from service (service” within the “Delayed Payment Date”) and meaning of Section 409A of the Code; (ii) in if Executive dies following the event Date of Termination and prior to the payment of any equity compensation awards held by the Executive that vest upon termination amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of Executive’s employment constitute nonqualified deferred compensation estate within 30 days after the date of Executive’s death; and (iii) in no event shall the Date of Termination be deemed to occur until Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the delivery of shares of common stock (or cash) as applicable in settlement of such awards shall be made on contrary, 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 such 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 takes place shall be paid to the personal representative Date of his or her estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”)Termination.

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 Corporation Company as in effect on the date of termination), (iA) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (iiB) 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 award 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 person designated by the Executive in writing for this purpose, or in the absence of any such designation to (i) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).

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 Corporation as in effect on the date of termination), (iA) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (iiB) 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 or her estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).

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 Corporation and the Bank as in effect on the date of termination), (iA) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (iiB) 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 award 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 in accordance with Section 20 of his or her estate this Agreement on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section ​ 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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 section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 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 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 section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short-term deferrals or an exempt pay arrangement under section 409A. ​

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-six month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh (7th) month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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-short term rate in effect under Code Section 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 section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of his any such designation, to: (i) her spouse if he survives her or (ii) to her estate if her spouse does not survive her, on the first to occur of the Delayed Payment Date or 30 thirty (30) days after the date of the Executive’s death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “"Delayed Payment Date”") and (ii) 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 section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 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 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 section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A. ​

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive Employee is considered a “"specified employee” " for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Corporation JVB as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive Employee under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum Employee on the first business day of the seventh month following his or her separation from service (the “"Delayed Payment Date”") and (ii) in the event any equity compensation awards held by the Executive Employee that vest upon termination of the Executive’s Employee's employment constitute nonqualified deferred compensation within the meaning of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive Employee 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 section 1274(d) for the month in which the Executive’s Employee's separation from service occurs. If the Executive Employee dies during the postponement period, the amounts and entitlements delayed on account of Section section 409A of the Code shall be paid to the personal representative person designated by the Employee in writing for this purpose, or in the absence of any such designation, to (1) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s Employee's death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “"Delayed Payment Date”") and (ii) 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 section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 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 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 section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 Corporation Company as in effect on the date Date of terminationTermination), (iA) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (iiB) 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 Date of termination 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 or her estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive Employee is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation Company as in effect on the date of terminationEmployee’s separation from service (as determined in accordance with Section 409A of the Code)), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive Employee under this Agreement during the six-month six (6)-month period immediately following his or her Employee’s separation from service (as determined in accordance with Section 409A on account of the Code) Employee’s separation from service shall be accumulated and paid with interest (based on the “prime rate” as published in The Wall Street Journal, plus one (1) percent) to the Executive in a lump sum Employee on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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 Employee dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Employee’s beneficiary or the personal representative of his or her estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of the ExecutiveEmployee’s death. In witness whereofAs soon as administratively feasible upon the Employee’s separation from service, or if earlier, upon a Change of Control, the parties have signed this Agreement as maximum amount which may become payable to Employee after separation from service (other than amounts that may be immediately payable), shall be contributed to the trustee of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this a “Release Agreement”) is entered into by and between [EXECUTIVE] rabbi” trust substantially in the form attached hereto (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “CorporationTrust”), effective as . Such amounts that would otherwise be payable upon separation from service shall be held by the trustee pursuant to the terms of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed such Trust until paid to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”)Employee.

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive Employee is considered a “"specified employee” " for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive Employee under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum Employee on the first business day of the seventh month following his or her separation from service (the “"Delayed Payment Date”") and (ii) in the event any equity compensation awards held by the Executive Employee that vest upon termination of the Executive’s Employee's employment constitute nonqualified deferred compensation within the meaning of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive Employee 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 section 1274(d) for the month in which the Executive’s Employee's separation from service occurs. If the Executive Employee dies during the postponement period, the amounts and entitlements delayed on account of Section section 409A of the Code shall be paid to the personal representative person designated by the Employee in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s Employee's death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-six month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh (7th) month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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-short term rate in effect under Code Section 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 section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to: (i) his spouse if she survives him or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 thirty (30) days after the date of the Executive’s death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive Employee is considered a “"specified employee” " for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive Employee under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum Employee on the first business day of the seventh month following his or her separation from service (the “"Delayed Payment Date”") and (ii) in the event any equity compensation awards held by the Executive Employee that vest upon termination of the Executive’s Employee's employment constitute nonqualified deferred compensation within the meaning of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive Employee 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 section 1274(d) for the month in which the Executive’s Employee's separation from service occurs. If the Executive Employee dies during the postponement period, the amounts and entitlements delayed on account of Section section 409A of the Code shall be paid to the personal representative person designated by the Employee in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s Employee's death. In witness whereofThe foregoing shall apply only to those payments required ​ ​ hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) 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 section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 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 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 section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of his any such designation, to (i) her spouse if he survives her, or (ii) to her estate if her spouse does not survive her, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “"Delayed Payment Date”") and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s 's employment constitute nonqualified deferred compensation within the meaning of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such awards award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 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 section 1274(d) for the month in which the Executive’s 's separation from service occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) his spouse if they survive him, or her (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s 's death. In witness whereofThe foregoing shall apply only to those payments required hereunder, the parties have signed this Agreement if any, that do not qualify as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).short term deferrals or an exempt pay arrangement under section 409A.

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 Corporation as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) ), and (ii) 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 or her estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death. In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ EXECUTIVE: [NAME] This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (the “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Executive Agreement between the Executive and the Corporation, dated as of , 2012 (the “Executive Agreement”).