Employee Handbook Subject: Huntington Bancshares Retirement Plan Approved By: Effective Date: Reviewed: Corporate January 1, 1954 January 19, 2016 Employee Benefits

The information that follows, along with the information contained in the General Information Section, is the Summary Plan Description for the Huntington Bancshares Retirement Plan.

HUNTINGTON BANCSHARES RETIREMENT PLAN

Huntington originally established this retirement program as of January 1, 1954. You are eligible to participate in the Huntington Bancshares Retirement Plan (the “Plan”) if you were hired on or before December 31, 2009. Colleagues hired on or after January 1, 2010, are not eligible to participate in the Plan.

Benefits under the Plan are “frozen” as of December 31, 2013, meaning that no additional pension benefits will accrue after this date. Any benefit you have accrued up to and including December 31, 2013 will remain in the Plan and be payable as described in this Summary Plan Description. However, you will accrue no new benefits after this date.

Quick Reference Guide

Feature Description

When You Become Eligible If you were hired on or before December 31, 2009, you became a participant on the January 1 or July 1 following the date you completed one year of service from your date of hire or reached age 21, whichever occurred later. If you were hired on or after January 1, 2010, you are not eligible to participate in the Plan.

Cost Huntington pays the entire cost of the Plan. You do not contribute.

How Your Benefit Your retirement benefit from the Plan is based on a formula that takes Is Determined your pay and service with Huntington into account up through the effective date of the benefit accrual freeze under the Plan on December 31, 2013.

Vesting You are vested after 60 months of continuous service with Huntington. This means that the benefit you have earned cannot be forfeited.

Huntington Bancshares Retirement Plan Page 1 Feature Description

Benefits at Retirement You can receive a benefit from the Plan when you retire at normal retirement, generally age 65. You can work beyond normal retirement and receive a benefit when you actually retire. You can retire any time after you reach age 55, if you have at least 10 years of service.

If You Leave Before If you leave Huntington before you are eligible to retire, but after you Retirement have become vested, you will be entitled to a deferred benefit from the Plan, usually beginning at your normal retirement date.

How Benefits Are Paid You have several choices. Any monthly amount you may receive will vary according to the choice you make, but the total value of your benefit at normal retirement will be the same. If you leave Huntington on or after January 1, 2014, you have the option to take your benefit in the form of a lump sum, which is available as described in more detail below. If the actuarial equivalent present value of your deferred vested benefit is $1,000 or less, then it will be paid to you in a lump sum as soon as administratively possible following your termination of employment.

Survivor Benefits If you die before becoming vested, no benefit is payable from the Plan. If you die after becoming vested but before commencing your benefit, one of the following provisions will apply to you:  If you are actively employed on or after January 1, 2014, a benefit will become payable to your spouse (if you are married), your estate (if you or not married), or to your designated beneficiary (if one is selected).  If you terminated employment before January 1, 2014, a benefit will become payable to your spouse (if you are married).

About this Summary Plan Description and Plan Administration

This portion of the handbook serves as a Summary Plan Description of the Plan and, along with the Information relating to the Plan in the General Information Section, is prepared in accordance with ERISA. The information in this Summary Plan Description has been prepared to summarize Plan benefits in an easy to understand format, and is not intended to replace or supersede the official Plan document. The official Plan document is the governing legal document in the event questions arise or there is a conflict between the Summary Plan Description and the official Plan document. Your rights and benefits under the Plan are determined by the actual provisions of the Plan. The Summary Plan Description does not extend or change the Plan in any way.

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The Plan is administered by a committee consisting of Huntington employees (the Investment and Administrative Committee), which is appointed by the Board of Directors of Huntington Bancshares Incorporated. The Investment and Administrative Committee, as the Plan Administrator, is responsible for interpreting the Plan document. The Plan Administrator has the discretionary authority to interpret and administer the terms of the Plan and to make factual determinations. The address of the Investment and Administrative Committee is:

Investment and Administrative Committee Huntington Investment and Tax Savings Plan 41 South High Street, HC0339 Columbus, Ohio 43215

How the Plan Works

The Plan provides benefits that are payable at retirement to Plan participants. Briefly, here is how the Plan works:

• A trust fund has been established to receive contributions from Huntington. The trust is a legal arrangement under which the assets are safeguarded and managed by the Plan’s trustee (The Huntington National Bank) for the benefit of Plan participants.

• Participation in the Plan is automatic for eligible employees (see below for more information on eligibility).

• The amount Huntington contributes to the Plan each year is determined by Huntington, based on the advice of actuaries servicing the Plan. Expenses of the Plan are paid by the trust and by Huntington.

• When participants (or their beneficiaries) become eligible to receive benefits, payments are made from the trust fund.

• The amount of retirement income from the Plan is determined by a formula that takes into account service and compensation (through December 31, 2013).

Becoming a Participant

The Plan is for eligible employees hired on or before December 31, 2009, by Huntington or related companies who adopt the Plan (you may contact the Plan Administrator for a listing of related companies who have adopted the Plan). If you are an eligible employee, you become a participant on the January 1 or July 1 following the date you complete one year of service from your date of hire or reach age 21, whichever comes later. You are not an eligible employee and therefore cannot participate in the Plan if you are:

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• Considered an independent contractor by Huntington;

• A member of a collective bargaining unit and the unit has not accepted the terms of the Plan; or

• Hired on or after January 1, 2010.

If you previously participated in the Plan, terminated employment and are rehired by Huntington on or after January 1, 2010, you will not earn any additional benefits under the Plan but special rules may apply that will allow the service you have with Huntington after your rehire date to count for vesting or early retirement with respect to benefits you earned prior to your earlier termination of employment with Huntington. See the section titled “Break in Service Rules” later in this Summary.

Service and Compensation

How much you receive from the Plan is determined by a mathematical formula that uses:

• Your credited service with Huntington; and

• The compensation you receive from Huntington.

As noted above, the Plan was frozen as of December 31, 2013, meaning that no additional benefits will accrue after such date. As a result, only your credited service and compensation earned up to and including December 31, 2013 will be taken into account in determining your benefit under the Plan.

Why Service Is Important Continuous service with Huntington is important to your participation in the Plan in two ways:

• First, it is used to determine the amount of your benefit. This is called credited service. No credited service will be earned under the Plan after December 31, 2013.

• Second, it is used to determine your right to receive a benefit. This is called vesting service and is explained later in this Summary. You will continue to earn vesting service after December 31, 2013 in order to become vested in the benefit you have earned in the Plan up through December 31, 2013.

Credited Service Credited service determines the amount of your benefit from the Plan. Here is how those years are determined.

• If you were a participant before January 1, 1982, your years and months of credited service up to that date are determined under the rules of the Plan in

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effect at that time.

• For continuous service on or after January 1, 1982, you receive credit for all years and months you work for Huntington. However, if you terminate employment and are reemployed after incurring a break in service, your pre- break service may not be counted as credited service. See “Break in Service Rules” later in this Summary.

• No credited service shall be earned after December 31, 2013.

In general, the Plan gives credit for service from your date of employment to your date of separation. This also includes authorized leaves of absence. Huntington starts counting your service beginning with your date of employment. Huntington stops counting credited service on the earliest of:

• The date your employment terminates;

• The date you retire; or

• If you do not return to Huntington following an approved leave of absence, the date through which you were last paid; or

• December 31, 2013.

Prior to December 31, 2013, a leave under the Family and Medical Leave Act is counted as credited service regardless of whether the leave is paid or unpaid.

If you leave Huntington for service in the Armed Forces and return within the period allowed by federal law, you receive credited service for the time you were in military service, up through December 31, 2013. If you do not return to Huntington, however, your credited service ends on the day you left, or, if earlier, December 31, 2013.

Compensation The Plan defines your compensation as your base salary or earnings paid during a calendar year, excluding stock options, disability payments, payments from the Huntington Bancshares Incorporated Transition Pay Plan, severance payments or other forms of remuneration not ordinarily considered base compensation. In conjunction with the freeze of benefit accruals under the Plan effective December 31, 2013, compensation earned after December 31, 2013 will not be considered in determining your benefit under the Plan.

For pay you receive on or after January 1, 2000 (and up through December 31, 2013), compensation also includes 50% of certain overtime, bonuses, incentives and commissions paid to you from incentive plans with a measurement period of one year or less. Some examples include payments under the Recognizing Exceptional Performance Program (REP), the commercial incentive plans, the retail incentive plans

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and various other department incentive plans such as insurance, mortgage and private client group incentive plans.

In addition, pre-tax contributions for health care coverage and spending accounts, as well as pre-tax contributions made to the Huntington Investment and Tax Savings Plan (“401(k) Plan”), will be considered as part of your compensation.

The IRS limits the amount of compensation taken into account for purposes of calculating your benefit under the Plan. For 2013 (the final year of benefit accrual under the Plan), the maximum amount of compensation considered by the Plan was limited by federal law to $255,000 per year.

How Your Retirement Plan Benefit Will Be Calculated

Your benefit from the Retirement Plan will be made up of two parts — the benefit you have earned through December 31, 2009, plus the benefit you earn from January 1, 2010 through December 31, 2013 (or, if earlier, through the date you retire or leave Huntington). Note - the total number of your years of service with Huntington that will be counted toward the amount of your retirement benefit under the combined formula below is limited to forty (40), and no years of service after December 31, 2013 will be counted.

Your Retirement Benefit Benefit earned from January 1, 2010 Benefit earned through through December 31, 2013 (or, if + December 31, 2009 earlier, the date you retire or leave Huntington)

Determining Your Benefit through December 31, 2009 When you retire or leave employment, Huntington determines the benefit you earned from your credited service date through December 31, 2009 or your termination of employment, if earlier using a mathematical formula that has two parts (Part A and Part B). Part A and Part B are added together to equal the benefit to which you are entitled at normal retirement.

Part A For the first 40 years of credited service with Huntington, your final average compensation is multiplied by a percentage –– the Part A Percentage.

Part B For the first 25 years of credited service with Huntington, your final average compensation in excess of your Social Security covered compensation is multiplied by a percentage –– called the Part B Percentage.

The Part A and Part B Percentages are listed in the table below:

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For credited service* For credited service* you have through you have on and after June 30, 1999 July 1, 1999

Part A Part B Part A Part B For Participants Percentage Percentage Percentage Percentage born (up to 25 years) (up to 40 (up to 25 1-25 25-40 years) years) years years In or Before 1937 1.25% 1.00% .75% 1.00% .65% In 1938 through 1.30% 1.00% .70% 1.00% .65% 1954

In or after 1955 1.35% 1.00% .65% 1.00% .65% EQUALS Benefit earned through December 31, 2009, payable at normal retirement age *Total years of service at Huntington under both formulas will be limited to a maximum of 40.

Your final average compensation is your average compensation during the highest five consecutive calendar years through December 31, 2009.

Your Social Security Covered Compensation is the amount of compensation on which you pay Social Security taxes. The “covered compensation” amount changes each year as it averages the Social Security taxable wage bases over the 35-year period ending with the year of your Social Security full retirement age (between ages 65 and 67, depending on your birth year).

Determining Your Benefit On and After January 1, 2010 When you retire or leave employment, Huntington determines the benefit you earned on and after January 1, 2010 and through December 31, 2013 (or, if earlier, through the date you retire or leave Huntington) using the following formula:

For Credited Service on and after January 1, 2010*

Annual compensation for each year of service with Huntington, beginning January 1, 2010 1% x and ending December 31, 2013 (or, if earlier, the date you retire or terminate) EQUALS Annual benefit payable at normal retirement age *Total years of service at Huntington under both formulas will be limited to a maximum of 40.

Beginning January 1, 2010, the Retirement Plan formula will use the compensation you were paid during each year to calculate your benefit earned for that year. However, as noted above, only compensation earned through December 31, 2013 will be used to calculate benefits under the Plan.

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Putting Your Benefits Together When you retire, your Retirement Plan benefit will be the benefit you earned through December 31, 2009, plus the benefit you earned from January 1, 2010 through December 31, 2013.

Let’s look at an example to see how the total retirement benefit is calculated. . The participant was hired by Huntington on January 1, 2002. . As of January 1, 2012, the participant is age 60 and has 10 years of service. She is eligible for normal retirement in five years on January 1, 2017. By this time, she will be age 65 and have 15 years of service. . On December 31, 2009, the participant’s final average pay is $80,000. For purposes of calculating the participant’s final average pay for the benefit she earns through December 31, 2009, the highest five consecutive years of pay she received through December 31, 2009 will be used. . The participant’s average annual Social Security covered compensation for the benefit earned through 2009 is $76,044. . From January 1, 2010 through December 31, 2013, the participant’s compensation for purposes of the Retirement Plan are as follows: – 2010: $82,000 – 2011: $84,000 – 2012: $86,000 – 2013: $88,000 .From January 1, 2014 through December 31, 2016, the participant continues to earn compensation, however, this compensation will not be taken into account for purposes of calculating her Retirement Plan benefit.

. When calculating compensation, the participant’s base pay plus 50% of overtime, commission and incentive pay are taken into account under both formulas, though only up through December 31, 2013.

The Participant’s Benefit Through December 31, 2009 Years of credited 1% of final average pay as Annual Part A: service as of of December 31, 2009 benefit December 31, 2009

.01 x $80,000.00 x 8 = $6,400.00

0.65% of final average pay

as of December 31, 2009 Years of credited Annual Part B: that is in excess of Social service as of benefit Security covered December 31, 2009 compensation

0.0065 x ($80,000 - $76,044) x 8 = + $205.68

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The Participant’s annual earned benefit as of December 31, 2009 $6,605.68 payable at normal retirement age (age 65)

PLUS

The Participant’s Benefit from January 1, 2010 through December 31, 2013 Annual pay for

each year of Annual Year 1% service, beginning benefit January 1, 2010

2010 0.01 x $82,000.00 = $820.00

2011 0.01 x $84,000.00 = $840.00

2012 0.01 x $86,000.00 = $860.00

2013 0.01 x $88,000.00 = $880.00

2014 0.01 x $0.00* = $0.00*

2015 0.01 X $0.00* = $0.00*

2016 0.01 x $0.00* = $0.00*

The Participant’s annual earned benefit as of December 31, 2016 $3,400.00 payable at normal retirement age (age 65) *Any compensation earned after December 31, 2013 will not count toward calculation of the participant’s benefit, and no annual benefit will be earned for years after December 31, 2013.

EQUALS

Total annual benefit at age 65: $6,605.68 + $3,400.00=$10,005.68* * Benefit calculation assumes the Participant elects the single life annuity payment option and that she retires at age 65 when she first becomes eligible for normal retirement and a full benefit. Vesting

While many employees will remain with Huntington throughout their careers, others, for various reasons, will end their employment sooner. These Plan participants will qualify for a benefit if they are vested when their employment ends. Vested means a non-forfeitable right to the benefit that is being funded for you by Huntington.

You are vested after 60 months of vesting service with Huntington. This means that, after

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60 months of continuous employment with Huntington, the benefit you have earned under the Plan cannot be forfeited. However, if your employment terminates prior to 60 months of vesting service, all of the benefits you earned under the Plan will be forfeited.

Note that your vesting service with Huntington after December 31, 2013 (the date on which benefit accruals were frozen under the Plan) will still count toward becoming vested in the Plan. For example, if you were hired in June of 2009 and had not yet accrued 60 months of vesting service with Huntington as of December 31, 2013, your service after December 31, 2013 will still count for purposes of reaching the 60 months of vesting service that are required to become vested in your Plan benefit.

Break in Service Rules If your employment terminates with Huntington on or after January 1, 2010, and you are later rehired by Huntington, your service with Huntington on and after your rehire date will not count as credited service for purposes of earning a benefit under the Retirement Plan. If you were not a participant, not vested or not eligible for early retirement at the time your employment terminated and you are rehired, your service with Huntington on and after your rehire date may count as service for purposes of participation, vesting and/or early retirement if you satisfy the Plan’s break in service rules.

If you leave Huntington and do not return within 12 months, you have incurred a break in service. If you are not vested under the Plan and have 5 one-year breaks in service, the benefit you had accrued but not become vested in may be forfeited. A break in service is defined as a 12-consecutive-month period, starting with your date of separation, during which you are not employed by Huntington. If you leave Huntington and return within 12 months, you will not have incurred a break in service and will receive service under the Plan as if the absence had not occurred.

In addition, if you are not vested under the Plan at the time you terminate employment and are reemployed after incurring a break in service, your pre-break service as well as service after your date of rehire will be counted for purposes of vesting and early retirement only if the length of your break in service was less than or equal to your pre-break service or five years, whichever is greater. If you are rehired on or after January 1, 2010, service credited to you after your rehire date will not count for purposes of credited service.

If you are vested under the Plan at the time you terminate employment but you do not have enough vesting service for purposes of early retirement eligibility (i.e., ten years of continuous service) or normal retirement eligibility (i.e., five years of continuous service), service credited to you after your rehire date on or after January 1, 2010 will not count for purposes of credited service but will count for purposes of eligibility for early or normal retirement with respect to benefits you earned prior to your earlier termination of employment.

Huntington Bancshares Retirement Plan Page 10 When You Become Eligible for Benefits

The Plan is designed to provide you with regular monthly income at retirement. You may start your benefit as early as age 55 if you have at least 10 years of vesting service. The Plan also provides for disability retirement and survivor benefits, and you may be eligible for a benefit if you leave Huntington before retirement, as explained in more detail below.

Retirement • Normal Retirement –– Your normal retirement date is the first day of the month coinciding with or immediately following your 65th birthday, or, if later, the date on which you complete five years of service (note that years of service for this purpose will continue to accrue after December 31, 2013). If you elect normal retirement, your normal retirement pension is calculated beginning with the month following your last day worked.

• Late Retirement –– If you work beyond your normal retirement date, you will continue to participate in the Plan until you actually retire. Your pension benefit will be calculated beginning with the month following your last day worked.

• Early Retirement –– If you are between the ages of 55 and 65 and have 10 or more years of vesting service with Huntington, you may retire any month and receive an early retirement pension. You may choose for your benefits to begin any month after you retire –– up to your normal retirement date. For purposes of determining if you have enough service to receive an early retirement pension, service earned after December 31, 2013 will continue to count.

If you choose to have payments begin before your normal retirement date, the monthly income will be less than what you would receive when you retire at your normal retirement date.

If you retire early and begin receiving payments before your normal retirement age, the Plan’s actuaries assume that you will be receiving monthly retirement payments over a longer period of time. To provide for the longer payments if you retire early, your monthly benefit will be reduced using actuarial factors that vary depending upon the age at which you begin to receive your benefit.

The benefit you earn through December 31, 2009, will be multiplied by the reduction factors in the box titled Early Retirement Reduction Factors through December 31, 2009 based on the age you elect benefits to begin.

The benefit you earn from January 1, 2010 to December 31, 2013, will be multiplied by the reduction factor in the box titled Early Retirement Reduction Factors from January 1, 2010 through December 31, 2013 based on the age you elect benefits to begin.

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Early Retirement Reduction Table - Factors through December 31, 2009

If Payment Starts Part A of the Monthly Part B of the Monthly at Age: Benefit Will Be Benefit Will Be Reduced To: Reduced To: 55 .70 .48

56 .73 .52

57 .76 .56

58 .79 .60

59 .82 .63

60 .85 .66

61 .88 .71

62 .91 .76

63 .94 .84

64 .97 .92

Early Retirement Reduction Table - Factors from January 1, 2010 through December 31, 2013 If Payment Starts The Monthly Benefit at Age: Will Be Reduced To:

55 .48

56 .52

57 .56

58 .60

59 .63

60 .66

61 .71

62 .76

63 .84 64 .92

These factors assume early retirement at exactly the age shown. The early retirement reduction factor is adjusted for both years and months.

Huntington Bancshares Retirement Plan Page 12 Early Retirement Example Let’s look at an example to see how the benefit earned by the Participant from the Normal Retirement example earlier in the Summary would be calculated if she wanted to retire early. . On January 1, 2016, the Participant decides to retire and begin receiving her benefit at age 64. At this time, she has 14 years of service. . The Participant’s normal annual benefit earned through December 31, 2009 is $6,605.68 ($6,400 under Part A and $205.68 under Part B). . The Participant’s normal annual benefit earned from January 1, 2010 through December 31, 2013 is $3,400.00.

Here is how Huntington would determine the Participant’s monthly benefit reduced for early retirement.

The Participant’s Early Retirement Benefit Percentage Part A Normal Annual Annual of Normal (under the prior Plan): Benefit Benefit Benefit Annual benefit earned as of

December 31, 2009 $6,400.00 x .97 = $6,208.00 (calculated using prior early retirement reduction factors) Percentage Part B Normal Annual Annual of Normal (under the prior Plan): Benefit Benefit Benefit Annual benefit earned as of

December 31, 2009 $205.68 x .92 = + $189.23 (calculated using prior early retirement reduction factors) Percentage Benefit Normal Annual Annual of Normal (under the new Plan): Benefit Benefit Benefit Annual benefit earned between January 1, 2010 and December 31, 2013 $3,400.00 x .92 = + $3,128.00 (calculated using new early retirement reduction factors)

The Participant’s total annual earned benefit payable at early retirement $9,525.23 age of 64

If You Leave Before Retirement If you leave Huntington after you have completed at least 60 months of continuous service, you will be entitled to a deferred benefit beginning on what would have been your normal retirement date.

You may choose to have the benefit begin as early as age 55 if you had completed 10 years of vesting service at termination. If you do, the benefit will be reduced as an early retirement benefit, using the factors in the Early Retirement Reduction Tables. If the present value of your benefit is less than $10,000, you may request a distribution

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of the entire amount in a single lump sum payment at any time, or in the form of an immediate single life or joint and 50% survivor annuity. If the present value of your benefit is greater than or equal to $10,000, you may request a distribution of the entire amount in a single lump sum, or an immediate single life or joint and 50% survivor annuity, but only within 60 days of being notified of the benefit’s availability. If you do not elect a lump sum within this time period, it will no longer be an available optional form of benefit from which to choose. You will be able to select the annuity form of benefit, or any other form of benefit available under the Plan, beginning at age 55 if you have the required 10 years of service, or at age 65 otherwise.

Notarized spousal consent is required for any distribution if the lump sum present value of the distribution exceeds $5,000. In addition, if the present value of your benefit is $1,000 or less, it will be paid to you automatically in the form of a lump sum distribution.

If You Are Later Reemployed If you terminate employment with Huntington, begin receiving monthly payments and are later reemployed by Huntington, your receipt of monthly payments from the Plan will be suspended during the period of time you are employed. If you are reemployed on or after January 1, 2010, you will not accrue additional benefits under the Plan. You will be eligible to begin receiving your benefit from the Plan at the time you terminate again.

If You Were Disabled Prior To January 1, 2010 If you became disabled before age 65 and are entitled to benefits from Huntington’s Long- Term Disability Plan, you will continue to earn credited service just as though you were actively employed. When your benefit is calculated, it will be assumed that your compensation continued throughout your disability at the same level in effect immediately before you became disabled.

Your pension will commence as of your normal retirement date. However, you may elect to receive an actuarially reduced pension as of your early retirement date, provided you attain the age and service requirements for early retirement.

If you recover from your disability, are no longer eligible for long-term disability benefits payments and do not return to employment with Huntington, your service will be considered to have ended as of the date your long-term disability benefits payments stopped. You may be eligible for a deferred vested benefit from the Plan, depending on your length of service. See “Vesting” (earlier in this Summary). These provisions apply if you become disabled on or after January 1, 1982.

If You Become Disabled On or After January 1, 2010 If you become disabled on or after January 1, 2010, the time period during which you receive long-term disability benefits under Huntington’s Long-Term Disability Plan will not count as credited or vesting service under the Retirement Plan. Your Retirement Plan benefits will be calculated as if you terminated employment when you began receiving Huntington Long-Term Disability benefits. No credited service shall be earned after December 31, 2013.

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How You Receive Your Benefits

The Plan offers a number of ways for you to receive your retirement benefits. Before you request a particular method of payment, consider your financial needs, what other income you can expect and the tax impact of one method of payment compared with another. The method of payment –– exactly how you receive your benefits –– can be of special importance to you and your family.

Huntington cannot give you specific advice about which payment method is best for you; however, the Corporate Employee Benefits Department can help you get the facts you need upon request. We recommend that you consult a tax advisor or attorney before selecting a method of payment.

Your Payment Options The amount you receive will vary according to the choice you make, but each choice will be “actuarially equivalent” regardless of your choice, meaning that the total value of your benefit, as of your last day worked, will be the same. How you choose to receive your distribution affects the amount of taxes you owe. You have several choices as to how your benefit is paid:

• Small Benefits –– If the present value of your accrued benefit under the Plan is $1,000 or less, you will automatically receive your benefit in the form of a single lump sum payment.

• Life Annuity –– Monthly payments will be made to you for as long as you live with no survivor benefits. This method of payment is automatic for an unmarried participant who terminates employment without choosing another option.

• Qualified Joint and 50% Survivor Annuity –– Reduced monthly payments will be made to you for as long as you live, with one-half of the amount you receive continuing to your surviving spouse for his or her lifetime. This payment method is automatic for a married participant who terminates employment without choosing another option. Please note, if your spouse at the time benefits commenced dies before you and you remarry, your new spouse is not eligible to receive the remainder of these payments after your death.

• Joint and 75% Survivor Annuity –– Reduced monthly payments will be made to you for as long as you live, with 75% of the amount you receive continuing to your surviving spouse for his or her lifetime. If your spouse at the time benefits commenced dies before you and you remarry, your new spouse is not eligible to receive the remainder of these payments after your death.

• Joint and 100% Survivor Annuity –– Reduced monthly payments will be made to you for as long as you live, with 100% of the amount you receive continuing to your surviving spouse for his or her lifetime. If your spouse at the time benefits commenced dies before you and you remarry, your new spouse

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is not eligible to receive the remainder of these payments after your death.

• Period Certain and Life Annuity –– Reduced monthly payments will be made to you for as long as you live, and with a guarantee that at least 60 or 120 payments, your choice, will be made. If you die before receiving all 60 or 120 payments, the beneficiary you have named will receive the remaining guaranteed payments.

• Contingent Annuitant Option –– Reduced monthly payments will be made to you for as long as you live. After your death, 50%, 75% or 100% of the amount you receive will continue to the beneficiary you have named (other than your surviving spouse, with the proper consent) for his or her lifetime.

• Lump Sum –– A single payment representing the entire value of your benefit. The availability of this option is limited. A lump sum may be elected as follows:

- For termination of employment on or after January 1, 2005, if the present value of your accrued benefit (as determined under Plan provisions) is less than or equal to$10,000 and you elect to receive this payment option at any time after termination; or

- For termination of employment on or after January 1, 2014, if the present value of your accrued benefit (as determined under Plan provisions) is greater than $10,000 and you elect to receive this payment option within the time period specified below; or

- You retire at or after early retirement age (age 55 or over with 10 or more years of vesting service) or normal retirement age and elect to receive this payment option within the time period specified below; or

- You retire at or after normal retirement age and elect to receive this payment option within the time period specified below.

Limitation on Lump Sum Benefits. In order to receive a lump sum distribution at termination, early retirement or normal retirement, you must elect a lump sum within 60 days of being notified of its availability. If you do not elect a lump sum within this time period, it will no longer be an available optional form of benefit from which to choose.

This limitation on lump sum distributions shall not apply in the event that a participant enters into a settlement with Huntington for the repayment of indebtedness to the company as a result of the participant’s violation of company policy and/or civil or criminal laws.

If you are married and choose an option other than the Qualified Joint and 50% Survivor Annuity, Joint and 75% Survivor Annuity or Joint and 100% Survivor Annuity (i.e., any other form of benefit or any benefit naming someone other than your spouse as a

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beneficiary), you must have the written, notarized consent of your spouse. The consent must be signed within 180 days before your benefit commencement date.

Such consent will waive your spouse’s right to an annuity benefit. You may revoke the waiver at any time up to the date benefits actually begin.

Rollovers A rollover is a payment of your distribution to an individual retirement account (IRA) or to another qualified employer plan that accepts rollovers.

Special rules apply to any portion of a distribution of benefits from the Plan that is considered an eligible rollover distribution as defined by federal law. Generally, an eligible rollover distribution is a distribution from the Plan in the form of a lump sum payment. Payments made over the period of your life, your life and a beneficiary or over a period of 10 years or longer, are not eligible rollover distributions.

A payment from the Plan that is eligible for rollover can be taken in two ways. You can have all or any portion of your payment either:

• Paid in a direct rollover to a traditional IRA or to your new employer’s qualified retirement plan (if it accepts rollovers); or

• Paid to you.

If you choose a direct rollover to a traditional IRA or qualified employer plan:

• Your payment will not be taxed in the current year, and no income tax will be withheld.

• Your payment will be sent to you but made payable to your traditional IRA or, if you choose, to another qualified plan that accepts your rollover for your benefit. You should deposit this payment to your traditional IRA or qualified employer plan within 60 days of its receipt. Your payment cannot be rolled over to a Roth IRA, a SIMPLE IRA, or an education IRA because these are not traditional IRAs.

• Your payment will be taxed later when you take it out of the traditional IRA or the qualified employer plan.

• If you do not elect a direct rollover, you may still rollover the eligible portion of your distribution on your own. However, the amount of the distribution that you receive may be reduced by mandatory federal income tax withholding.

If you choose to have your Plan benefits paid to you:

• You will receive only 80% of the payment, because the Plan Administrator is required by federal law to withhold 20% of the payment and send it to the IRS

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as income tax withholding to be credited against your taxes.

• Your payment will be taxed in the current year. You may be able to use special tax rules that could reduce the tax you owe. However, if you receive payment before age 59 1/2, you also may have to pay an additional 10% tax.

• If you do not elect a direct rollover, you can still rollover the eligible portion of your distribution by paying it to your traditional IRA or to another qualified employer plan that accepts your rollover within 60 days of your receiving the payment. The amount rolled over will not be taxed until you take it out of the traditional IRA or qualified employer plan.

• If you want to roll over 100% of the eligible portion of your distribution to a traditional IRA or a qualified employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over.

You will receive more information on your options at the time you take your distribution.

Survivor Benefits

If you die before becoming vested, no survivor benefits are paid from the Plan.

If You Die After Becoming Vested If you are married and die while employed by Huntington after becoming vested, your surviving spouse may be eligible to receive a benefit. If you are employed on or after January 1, 2014, you may designate a beneficiary other than your surviving spouse to receive a benefit under the Plan in the event of your death while employed and vested, provided your spouse consents to the designation.

If your spouse is your beneficiary, the benefit is determined as if you had terminated employment and elected the Qualified Joint and 50% Survivor Annuity based on the benefit for which you had qualified at the time of your death. This means your surviving spouse will receive one-half of the monthly amount you would have received as a deferred vested, early retirement or normal retirement pension. The benefit will become payable when you would have first become eligible to receive a benefit, or, if your surviving spouse elects, at any time after your death. The benefit can be paid either in the form of an annuity as noted above, or in a lump sum, at the election of your surviving spouse.

For employees actively employed on or after January 1, 2014, the Plan also offers a non- spouse benefit if you die while employed by Huntington after becoming vested. This death benefit payable to a non-spouse beneficiary is determined as if you had terminated employment and elected the Qualified Joint and 50% Survivor Annuity based on your normal retirement benefit (and, for purposes of determining this annuity amount, your beneficiary will be deemed to be the same age as you at the relevant time for the benefit calculation). This benefit will become payable following your death and will be available

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in the form of a lump sum only.

If You Die After Termination of Employment but Before Benefits Begin If you die after you terminate employment but before the date benefits are to commence, your surviving spouse (or designated beneficiary if you terminate on or after January 1, 2014) will be eligible for monthly benefits equal to the survivor portion of your deferred vested pension payable as a Qualified Joint and 50% Survivor Annuity, as explained above. The benefit will become payable after your death, or, for a surviving spouse if the surviving spouse so elects, when you would have first become eligible to receive a benefit. As noted for survivor benefits above, if your designated beneficiary is not your spouse, a survivor benefit is payable only in the form of a lump sum.

If You Die After You Retire but Before Benefits Begin If you retire and die prior to commencement of your benefits under the Plan, but after electing a form for your benefits to be paid, your spouse or beneficiary will be entitled to the death benefit (if any) that is payable according to the form of distribution you elected. For example, if you elected a Life Annuity (with the consent of your spouse), your spouse or beneficiary would not receive any death benefit at your death.

Participation in Prior Plans

The following information is important to employees who have participated in certain pension plans prior to joining the Plan.

Protected Minimum Benefit from Prior Plans If you were a participant in the retirement plan of one of the following banks before its plan became part of the Plan, your normal retirement benefit from the Plan will not be less than it would have been under your prior bank’s plan in effect on the date indicated.

Name of Company Date

The First National Bank of Burton December 5, 1980 The Farmers and Merchants Bank (Milford Center) October 30, 1980 The Huntington Bank of Washington Court House December 31, 1968 The Huntington Bank of Wood County (Bowling Green) November 30, 1975 The Huntington Central National Bank of London October 23, 1977 The Huntington First National Bank of Lima February 14, 1976 The Huntington First National Bank of Medina County (Wadsworth) December 31, 1975 The Huntington Lagonda National Bank of Springfield December 31, 1975 The Huntington National Bank of Bellefontaine June 30, 1977 The Huntington National Bank of Franklin September 30, 1978

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Name of Company Date The Huntington Portage National Bank of Kent April 30, 1976 The Huntington State Bank March 8, 1982 The Reeves Banking & Trust Company March 16, 1982 The Huntington National Bank of Northeast Ohio December 31, 1983 The Huntington National Bank of Port Clinton December 31, 1983 First Home Federal Savings and Loan December 31, 1992 Railroadmens’ Federal Savings and Loan Association December 31, 1993 First Bank of Lafayette December 31, 1993 First National Bank of Morgantown December 31, 1993 CB&T Financial Corporation December 31, 1993 Peoples Bank of Lakeland March 31, 1996 Citizens National Bank of Leesburg April 30, 1997 First Michigan Bank December 31, 1997 Empire National Bank June 30, 2000 The Employees Retirement Plan of the Second National Bank of Warren December 31, 2004 Three Rivers Bank and Trust Company Trust December 31, 2002 Pentegra Defined Benefit for Financial Institutions as adopted by Perpetual February 1, 2005 Savings Bank

Other Forms of Distribution from Prior Plans If you were a participant in a retirement plan of a company that has become part of Huntington’s controlled group, and that company’s plan has become part of the Plan, you may have some additional distribution options available with respect to the portion of your benefits that were earned under your prior plan.

Any distribution options that were available under the prior retirement plan will be available under the Plan with respect to benefits that came from the prior retirement plan. You will be informed of these optional forms of distribution at the time of retirement or other termination of employment. If you have any questions before that time, please call the Corporate Employee Benefits Department.

Prior Service May Be Limited If you were an employee of one of the following banks (or any of its affiliates) before it became part of Huntington, your service prior to the dates indicated will not be counted under this Plan.

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Vesting Service Credited Service Name of Company Date Date The First National Bank of Grove City April 2, 1962 April 2, 1962 The Huntington Bank of Toledo January 1, 1976 January 1, 1976 The Huntington Bank of Woodville January 1, 1976 January 1, 1976 The Market Exchange Bank June 1, 1958 June 1, 1958 The People’s Bank of Canal Winchester December 22, 1962 December 22, 1962 The Pickerington Bank May 1, 1976 May 1, 1976 Citizens State Bank September 30, 1987 September 30, 1987 The Huntington National Bank of Danville January 1, 1987 January 1, 1987 Huntington Bank of Campbell County April 1, 1988 January 1, 1989 Huntington Bank of Kenton County Date of Hire* January 1, 1989 The Huntington National Bank of Boone County Date of Hire* January 1, 1989 The Liberty State Bank & Trust Company Date of Hire* January 1, 1989 The Liberty Bank, Oakland Date of Hire* January 1, 1989 The Warren Bank November 28, 1986 January 1,1989 Kasco Mortgage Company November 28, 1986 January 1, 1989 First Macomb Bancorp, Inc. & Subsidiaries Date of Hire* July 1, 1990 First Home Federal Savings and Loan Date of Hire* January 1, 1993 Charter Oak Federal Savings Bank Date of Hire* May 1, 1993 Charter Oak Financial Corporation Date of Hire* May 1, 1993 Railroadmens’ Federal Savings & Loan Date of Hire* January 1, 1994 First Bank of Lafayette Date of Hire* January 1, 1994 First National Bank of Morgantown Date of Hire* January 1, 1994 Commerce Banc Corporation Date of Hire* January 1, 1994 CB&T Financial Corporation Date of Hire* January 1, 1994 Security National Bank May 1, 1995 May 1, 1995 Reliance Bank of Florida May 16, 1995 May 16, 1995 First Seminole Bank June 30, 1995 June 30, 1995 Peoples Bank of Lakeland Date of Hire* April 1, 1996 Citizens National Bank of Leesburg Date of Hire* May 1, 1997 First Michigan Bank Date of Hire* January 1, 1998 Barnett Bank** Date of Hire* July 1, 1998 Empire National Bank Date of Hire* July 1, 2000 J. Rolfe Davis Insurance Agency, Inc September 1, 2000 September 1, 2000 Unizan Financial Corp. Date of Hire* March 1, 2006 Unified Financial Services Date of Hire* January 1, 2007

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Vesting Service Credited Service Name of Company Date Date Sky Financial Group, Inc. Date of Hire* July 1, 2007 Archer- Meeks-Weiler Agency, Inc. Date of Hire* January 1, 2008

* Date of hire or vesting service date granted from prior employer or adjusted date of hire for rehired employees.

** If you were hired pursuant to the agreement between Huntington and Nationsbank Corporation effective June 26, 1998.

Applying For Benefits at Early, Normal or Late Retirement

At least four to six weeks before your anticipated retirement date, you should contact the Corporate Employee Benefits Department. You should complete a “Notice of Intent to Retire” form or provide a letter of intent to retire and send it to the Corporate Employee Benefits Department informing Huntington that you are planning to retire.

You will be given complete instructions and the forms you will need to apply for benefits generally by your last day worked. These forms include:

• The Retirement Application, used to select your method of payment;

• The Withholding Certificate (W4-P Form) with federal tax withholding instructions;

• The Spousal Consent Form, if you choose a method of payment other than one providing benefits to your spouse as a joint annuitant; and

• Other forms and information you need to receive your benefits.

You will also be asked to provide evidence of your date of birth, your spouse’s/beneficiary’s date of birth and your marital status.

If you provide less than four weeks advance notice, receipt of your retirement benefits may be delayed.

Benefits upon Employment Termination Prior to Retirement

If you have a vested benefit and your employment terminates prior to eligibility for retirement under the Plan, you will be notified of the amount of this benefit (and any payment election options associated with this benefit) by the Corporate Employee Benefits Department. Generally, you will receive this notification within four (4) to six (6) months following your termination of employment. Because calculation of your benefit is a manual process that cannot be completed until your employment actually terminates, there may be circumstances when it takes the Corporate Employee Benefits Department longer than the time specified above to notify you of the amount of your benefit and any associated

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payment options. If your address changes prior to your receipt of benefits from the Plan, it is important that you notify the Corporate Employee Benefits Department.

Qualified Domestic Relations Order (QDRO)

Domestic relations orders that are found to be qualified by the Plan Administrator will be honored by the Plan. You may obtain, without charge, a copy of the Plan’s procedures governing QDROs from the Plan Administrator.

Top-Heavy Requirements

Government regulations state that if a pension plan becomes top-heavy, certain minimum standards will apply. A plan is top-heavy when a large portion of the plan’s assets are accumulating on behalf of key employees (owners, officers, etc.). Although it is unlikely that this Plan will ever by top-heavy, federal regulations require that plans include these provisions.

The Claims Review Procedure

If you or your beneficiary feel that benefits are due from the Plan which are not being received, a written claim may be filed with the Plan Administrator.

The Plan Administrator will review your claim and inform you of any decision concerning the claim within 90 days after the filing date. If for any reason the Plan Administrator needs additional time to decide on the claim (not to exceed 90 additional days), you will be notified before the end of the 90-day period.

If the claim is denied, in whole or in part, you will be notified in writing. The notification will include:

• Specific reasons for the denial; • Specific references to any provisions of the Plan under which the denial was made; • A description of any additional material or information needed to pursue the claim with an explanation of why it is needed; and • An explanation of the procedure for further review of the denial of the claim under the Plan. You can appeal to the Investment and Administrative Committee if your claim is denied. Be sure to find out if there is further information and back-up material you need to supply to the Investment and Administrative Committee to help them with a final decision.

If you intend to appeal a claim that has been denied, you must do so within 60 days following the denial. You have the right to see all material relating to your claim and submit any comments you wish. Any appeal must be in writing and sent to the Investment and

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Administrative Committee at the following address:

Huntington Bancshares Incorporated Attn: Investment and Administrative Committee 41 South High Street, HC0339 Columbus, Ohio 43215

The Investment and Administrative Committee will act on the review within 60 days after it receives your request, unless more time is needed (not to exceed 60 additional days). You will be informed, in writing, of the Investment and Administrative Committee’s decision. The Investment and Administrative Committee’s decision shall be binding and conclusive. If the final determination is not in your favor, it shall be binding and conclusive unless you notify the Investment and Administrative Committee within 90 days after the mailing or delivery of the determination that you intend to institute legal proceedings as permitted under Section 502(a) of ERISA challenging the determination, and actually institute such legal proceeding within 180 days after such mailing or delivery.

Additional Information

Your address is important so that correspondence and payments can be sent to you or to your spouse or other beneficiary, especially if payments are to be postponed to a later date. You should notify the Plan Administrator in writing of any change of address.

In the event you cannot receive payments because of physical or mental disability, and if there is no one officially in charge of your affairs, payments will be made to whoever is taking care of you after the Investment and Administrative Committee has acceptable evidence of such an arrangement.

The Plan does not permit you to assign the benefits you have earned under the Plan to pay a debt or to satisfy claims of bankruptcy or creditors. Social Security Benefits Social Security benefits are in addition to your benefits under this Plan. Remember that Social Security benefits are not automatically payable –– you must apply for them. For information about your Social Security benefit, access the Social Security Administration’s Website at www.ssa.gov, or check with your local office of the Social Security Administration.

If you have any questions about your participation in the Plan, please contact the HR Service Center at 1-614-480-3094 or 1-866-480-3094.

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Posted January 2017