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. Huntington Bancshares Retirement Plan Page 2 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: Huntington Bancshares Retirement Plan Page 3 • 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 Huntington Bancshares Retirement Plan Page 4 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.