Common use of Disclosure of Tax Treatment Clause in Contracts

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters, imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President, CFO & Treasurer Accepted as of the date hereof: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of each of the Underwriters SCHEDULE I Underwriters Amount of Securities Xxxxxxx, Sachs & Co. $ 144,000,000 Xxxxxx Xxxxxxx & Co. Incorporated 60,000,000 Sandler X’Xxxxx & Partners, L.P. 60,000,000 Barclays Capital Inc. 36,000,000 Total $ 300,000,000 SCHEDULE II Title of Securities: 7.000% Subordinated Notes due 2020 of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $300,000,000 Initial Public Offering Price: 100% of the aggregate principal amount of the Notes Proceeds, before Expenses, to the Issuer: 99.125% of the aggregate principal amount of the Notes Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: December 17, 2010; 10:00 A.M. (Eastern time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department SCHEDULE III

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters, Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereofa counterpart, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer [Signature Page to the Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Senior Executive Vice President, CFO & Treasurer Accepted as of Director [Signature Page to the date hereof: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of each of the Underwriters Underwriting Agreement] SCHEDULE I Underwriters Amount Total Number of Securities XxxxxxxShares to be Purchased Xxxxx Fargo Securities, Sachs LLC 5,600,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Co. $ 144,000,000 Xxxxx Incorporated 600,000 Xxxxxx Xxxxxxx & Co. Incorporated 60,000,000 Sandler X’Xxxxx & Partners, L.P. 60,000,000 Barclays Capital Inc. 36,000,000 LLC 600,000 UBS Securities LLC 600,000 The Huntington Investment Company 600,000 Total $ 300,000,000 8,000,000 SCHEDULE II Title of Securities: 7.000% Subordinated Notes due 2020 of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $300,000,000 Initial Public Offering Price: 100% of the aggregate principal amount of the Notes Proceeds, before Expenses, to the Issuer: 99.125% of the aggregate principal amount of the Notes Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: December 17, 2010; 10:00 A.M. (Eastern time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department SCHEDULE IIIII

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters, Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereofa counterpart, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer [Signature Page to the Underwriting Agreement] XXXXXXX, SACHS & CO. By: /s/ Xxxx Xxxxxx X. Name: Xxxx Xxxxxx Title: Vice President [Signature Page to the Underwriting Agreement] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President, CFO Managing Director [Signature Page to the Underwriting Agreement] XXXXXX XXXXXXX & Treasurer Accepted as of the date hereofCO. LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of each of Yurij Slyz Name: Yurij Slyz Title: Executive Director [Signature Page to the Underwriters Underwriting Agreement] SCHEDULE I Underwriters Amount of Securities Xxxxxxx, Sachs Xxxxx & Co. $ 144,000,000 500,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 200,000,000 Xxxxxx Xxxxxxx & Co. Incorporated 60,000,000 Sandler X’Xxxxx & Partners, L.P. 60,000,000 Barclays Capital Inc. 36,000,000 LLC 200,000,000 The Huntington Investment Company 100,000,000 Total $ 300,000,000 1,000,000,000 SCHEDULE II Title of Securities: 7.000% Subordinated Notes due 2020 of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $300,000,000 Initial Public Offering Price: 100% of the aggregate principal amount of the Notes Proceeds, before Expenses, to the Issuer: 99.125% of the aggregate principal amount of the Notes Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: December 17, 2010; 10:00 A.M. (Eastern time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department SCHEDULE III:

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters, Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereofa counterpart, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President, CFO & Treasurer Accepted as of [Signature Page to the date hereofUnderwriting Agreement] [Representative] By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of each of Name: Title: [Signature Page to the Underwriters Underwriting Agreement] SCHEDULE I Underwriters Amount of Securities Xxxxxxx, Sachs & Co. $ 144,000,000 Xxxxxx Xxxxxxx & Co. Incorporated 60,000,000 Sandler X’Xxxxx & Partners, L.P. 60,000,000 Barclays Capital Inc. 36,000,000 Total $ 300,000,000 SCHEDULE II Title of Securities: 7.000[ ]% Subordinated [Senior][Subordinated][Junior Subordinated] Notes due 2020 20[ ] of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $300,000,000 Initial $ [ ] Public Offering Price: 100[ ]% of the aggregate principal amount of the Notes Proceeds, before Expenses, to Purchase Price by the IssuerUnderwriters: 99.125[ ]% of the aggregate principal amount of the Notes Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: December 17[ ], 201020[ ]; 10:00 A.M. (Eastern time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 [ ] [ ] [ ] Address for Notices, etc.: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department [ ] [ ] [ ] SCHEDULE III

Disclosure of Tax Treatment. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters, Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, HUNTINGTON BANCSHARES INCORPORATED By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President, Interim Chief Financial Officer and Controller Signature Page to the Underwriting Agreement XXXXXXX, SACHS & CO. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President, CFO & Treasurer Accepted as of Managing Director Signature Page to the date hereof: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of each of the Underwriters Underwriting Agreement SCHEDULE I Underwriters Amount of Securities Xxxxxxx, Sachs & Co. $ 144,000,000 190,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. Xxxxx Incorporated 60,000,000 Sandler X’Xxxxx & Partners, L.P. 60,000,000 Barclays Capital Inc. 36,000,000 190,000,000 The Huntington Investment Company 20,000,000 Total $ 300,000,000 400,000,000 SCHEDULE II Title of Securities: 7.000% Subordinated Notes due 2020 of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $300,000,000 Initial Public Offering Price: 100% of the aggregate principal amount of the Notes Proceeds, before Expenses, to the Issuer: 99.125% of the aggregate principal amount of the Notes Specified Funds for Payment of Purchase Price: Immediately available funds by wire Time of Delivery: December 17, 2010; 10:00 A.M. (Eastern time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department SCHEDULE III: