Common use of Disclosure of Tax Treatment Clause in Contracts

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: Name: Title: FIFTH THIRD BANK, an Ohio banking corporation By: Name: Title: 2008-1 Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] By: Name: Title: [ ] By: Name: Title: For themselves and as representatives of the other several Underwriters named in the Underwriting Agreement. 2008-1 Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B Notes

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreementanything herein to the contrary, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may Company is authorized to disclose to any persons the U.S. federal and all persons, without limitation of any kind, the state income tax treatment and tax structure of the transactions by this Agreement potential transaction and all materials of any kind (including tax opinions or and other tax analyses) that are provided to the Depositor and the Ohio Bank Company relating to such tax that treatment and tax 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 purposes of the foregoingthis purpose, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes is limited to any fact facts that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated herebythat treatment. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereofa counterpart, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the undersigned Company and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC HUNTINGTON BANCSHARES INCORPORATED By: Name: Title: FIFTH THIRD BANK, an Ohio banking corporation By: Name: Title: 2008-1 [Signature Page to the Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ Agreement] [Representative] By: Name: Title: [ ] By: Name: Title: For themselves and as representatives of the other several Underwriters named in [Signature Page to the Underwriting Agreement. 2008-1 Underwriting Agreement ] SCHEDULE I to Underwriting Agreement The Underwriters named below are Amount of Securities $ Total $ SCHEDULE II Title of Securities: [ ]% [Senior][Subordinated][Junior Subordinated] Notes due 20[ ] of Huntington Bancshares Incorporated (the “Notes”) Aggregate Principal Amount of Securities: $ [ ] Public Offering Price: [ ]% of the aggregate principal amount of the Notes Purchase Price by the Underwriters” : [ ]% of the aggregate principal amount of the Notes Specified Funds for the purpose Payment of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B NotesPurchase Price: Immediately available funds by wire Time of Delivery: [ ], 20[ ]; 10:00 A.M. (Eastern time) Closing Location: [ ] [ ] [ ] Address for Notices, etc.: [ ] [ ] [ ] SCHEDULE III

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreementanything herein to the contrary, the Depositor Company and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may Selling Stockholder are authorized to disclose to any persons the U.S. federal and all persons, without limitation of any kind, the state income tax treatment and tax structure of the transactions by this Agreement potential transaction and all materials of any kind (including tax opinions or and other tax analyses) that are provided to the Depositor Company and the Ohio Bank Selling Stockholder relating to such tax that treatment and tax 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 purposes of the foregoingthis purpose, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “"tax structure” includes " is limited to any fact facts that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated herebythat treatment. If the foregoing is in accordance with your understanding of our agreementunderstanding, kindly please sign and return to us the enclosed duplicate counterparts hereof, whereupon it will become and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the undersigned Underwriters, the Company and the remaining Selling Stockholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholder for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC OYO Geospace Corporation By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: FIFTH THIRD BANKChairman of the Board, an Ohio banking corporation President and Chief Executive Officer OYO Corporation U.S.A. By: /s/ Tadashi Jimbo Name: Tadashi Jimbo Title: 2008-1 Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted Executive Vice President Accepted as of the date first written above. [ ] hereof Xxxxxxx, Sachs & Co. /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: [ ] By: Name: Title: For themselves and as representatives Managing Director On behalf of each of the other several Underwriters named in the Underwriting Agreement. 2008-1 Underwriting Agreement SCHEDULE I Underwriter Number of Firm Shares to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B Notesbe Purchased Xxxxxxx, Xxxxx & Co. 561,283 Credit Suisse Securities (USA) LLC 280,641 Global Hunter Securities, LLC 93,547 Xxxxxxxxx Capital Partners, LLC 93,547 Xxxxxxx & Company International 93,547 Total 1,122,565 SCHEDULE II

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: 2008-1 Underwriting Agreement Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: [ ] By: Name: Title: Managing Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-SCHEDULE 1 to the Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Underwriters Notes Class B NotesNotes Notes Notes Barclays Capital Inc. $ 147,190,000 $ 159,490,000 $ 159,490,000 $ 46,330,000 Citigroup Global Markets Inc. $ 89,750,000 $ 97,250,000 $ 97,250,000 $ 28,250,000 Credit Suisse Securities (USA) LLC $ 89,750,000 $ 97,250,000 $ 97,250,000 $ 28,250,000 X. X. Xxxxxx Securities LLC $ 10,770,000 $ 11,670,000 $ 11,670,000 $ 3,390,000 Xxxxxx Xxxxxxx & Co. LLC $ 10,770,000 $ 11,670,000 $ 11,670,000 $ 3,390,000 RBS Securities Inc. $ 10,770,000 $ 11,670,000 $ 11,670,000 $ 3,390,000 Total $ 359,000,000 $ 389,000,000 $ 389,000,000 $ 113,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: 2008-1 Underwriting Agreement Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: [ ] By: Name: Title: Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-SCHEDULE 1 to the Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Class B NotesCredit Suisse Securities (USA) LLC $ 63,580,000 $ 42,160,000 $ 34,000,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets, LLC $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 Total $ 187,000,000 $ 124,000,000 $ 100,000,000 $ 264,000,000 $ 75,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: 2008-1 Underwriting Agreement Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxx Xx Xxxxx Name: Xxx Xx Xxxxx Title: [ ] By: Name: Title: Managing Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-SCHEDULE 1 to the Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Class B NotesCitigroup Global Markets Inc. $ 133,280,000 $ 94,860,000 $ 94,860,000 $ 141,780,000 $ 45,220,000 Xxxxxx Xxxxxxx & Co. LLC $ 80,360,000 $ 57,195,000 $ 57,195,000 $ 85,485,000 $ 27,265,000 RBC Capital Markets, LLC $ 80,360,000 $ 57,195,000 $ 57,195,000 $ 85,485,000 $ 27,265,000 RBS Securities Inc. $ 80,360,000 $ 57,195,000 $ 57,195,000 $ 85,485,000 $ 27,265,000 Fifth Third Securities Inc. $ 17,640,000 $ 12,555,000 $ 12,555,000 $ 18,765,000 $ 5,985,000 Total $ 392,000,000 $ 279,000,000 $ 279,000,000 $ 417,000,000 $ 133,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Senior Vice President FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: 2008-1 Underwriting Agreement Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: [ ] By: Name: Title: Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-1 Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B NotesNotes Class C Notes Credit Suisse Securities (USA) LLC $ 85,500,000 $ 116,250,000 $ 117,750,000 $ 41,437,000 $ 7,500,000 $ 6,565,000 Barclays Capital Inc. $ 28,500,000 $ 38,750,000 $ 39,250,000 $ 13,813,000 $ 2,500,000 $ 2,189,000 Total $ 114,000,000 $ 155,000,000 $ 157,000,000 $ 55,250,000 $ 10,000,000 $ 8,754,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: Name: Title: FIFTH THIRD BANK, an Ohio banking corporation By: Name: Title: 200820[ ]-1 [ ] Underwriting Agreement The foregoing Underwriting Agreement is Agreementis hereby confirmed and accepted as of the date first written above. [ ] By: Name: Title: [ ] By: Name: Title: For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 200820[ ]-1 [ ] Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes [Class B Notes] Total Total

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: 2008-1 Underwriting Agreement Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx X. Au Name: Xxxxxx X. Au Title: [ ] By: Name: Title: Executive Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-SCHEDULE 1 to the Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes A-2-A Class A-2 Notes A-2-B Class A-3 Notes Class A-4 Underwriters Notes Class B NotesNotes Notes Notes X.X. Xxxxxx Securities LLC $ 72,674,000 $ 25,515,000 $ 125,968,000 $ 30,839,000 Barclays Capital Inc. $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Credit Suisse Securities (USA) LLC $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Xxxxx Fargo Securities, LLC $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Fifth Third Securities Inc. $ 9,619,000 $ 3,377,000 $ 16,673,000 $ 4,082,000 Total $ 213,750,000 $ 75,050,000 $ 370,500,000 $ 90,706,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: 2008-1 Underwriting Agreement Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: [ ] By: Name: Title: Managing Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-SCHEDULE 1 to the Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Class B NotesBarclays Capital Inc. $ 74,120,000 $ 57,800,000 $ 57,800,000 $ 115,600,000 $ 34,680,000 Credit Suisse Securities (USA) LLC $ 44,690,000 $ 34,850,000 $ 34,850,000 $ 69,700,000 $ 20,910,000 Deutsche Bank Securities Inc. $ 44,690,000 $ 34,850,000 $ 34,850,000 $ 69,700,000 $ 20,910,000 Xxxxx Fargo Securities, LLC $ 44,690,000 $ 34,850,000 $ 34,850,000 $ 69,700,000 $ 20,910,000 Fifth Third Securities Inc. $ 9,810,000 $ 7,650,000 $ 7,650,000 $ 15,300,000 $ 4,590,000 Total $ 218,000,000 $ 170,000,000 $ 170,000,000 $ 340,000,000 $ 102,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreementanything herein to the contrary, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may Company is authorized to disclose to any persons the U.S. federal and all persons, without limitation of any kind, the state income tax treatment and tax structure of the transactions by this Agreement potential transaction and all materials of any kind (including tax opinions or and other tax analyses) that are provided to the Depositor and the Ohio Bank Company relating to such tax that treatment and tax 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 purposes of the foregoingthis purpose, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes is limited to any fact facts that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated herebythat treatment. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereofa counterpart, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the undersigned Company and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDINGHUNTINGTON 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 Name: Xxxx Xxxxxx Title: Vice President [Signature Page to the Underwriting Agreement] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: FIFTH THIRD BANK, an Ohio banking corporation By: Name: Title: 2008-1 Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. [ ] By: Name: Title: [ ] By: Name: Title: For themselves and as representatives of the other several Underwriters named in Executive Director [Signature Page to the Underwriting Agreement. 2008-1 Underwriting Agreement ] SCHEDULE I to Underwriting Agreement Underwriters Amount of Securities Xxxxxxx, Xxxxx & Co. $ 500,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 200,000,000 Xxxxxx Xxxxxxx & Co. LLC 200,000,000 The Underwriters named below are the “Underwriters” for the purpose Huntington Investment Company 100,000,000 Total $ 1,000,000,000 SCHEDULE II Title of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B NotesSecurities:

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Ohio Bank relating to such tax treatment and tax structure. 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 purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary FIFTH THIRD BANK, an Ohio banking corporation BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: 2008-1 Underwriting Agreement Vice President The foregoing Underwriting Agreement is Agreementis hereby confirmed and accepted as of the date first written above. [ ] CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx-Xxxxxx Xxxxxxx Name: Xxx-Xxxxxx Xxxxxxx Title: [ ] By: Name: Title: Managing Director For themselves itself and as representatives representative of the other several Underwriters named in the Underwriting Agreement. 2008-1 Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B NotesCredit Suisse Securities (USA) LLC $ 151,200,000 $ 151,200,000 $ 163,380,000 $ 59,220,000 Barclays Capital Inc. $ 90,000,000 $ 90,000,000 $ 97,250,000 $ 35,250,000 X.X. Xxxxxx Securities LLC $ 90,000,000 $ 90,000,000 $ 97,250,000 $ 35,250,000 Deutsche Bank Securities Inc. $ 14,400,000 $ 14,400,000 $ 15,560,000 $ 5,640,000 RBC Capital Markets, LLC $ 14,400,000 $ 14,400,000 $ 15,560,000 $ 5,640,000 Total $ 360,000,000 $ 360,000,000 $ 389,000,000 $ 141,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreementanything herein to the contrary, the Depositor and the Ohio Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Ohio Bank) may Company is authorized to disclose to any person the U.S. federal and all persons, without limitation of any kind, the state income tax treatment and tax structure of the transactions by this Agreement potential transaction and all materials of any kind (including tax opinions or and other tax analyses) that are provided to the Depositor and the Ohio Bank Company relating to such tax that treatment and tax structure. However, without the Underwriters imposing 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 limitation of any person to comply with securities lawskind. For purposes of the foregoingthis purpose, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes is limited to any fact facts that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated herebythat treatment. If Please confirm your agreement to the foregoing is by signing in accordance with your understanding of our agreement, kindly sign the space provided below for that purpose and return returning to us the enclosed duplicate hereof, a copy hereof whereupon it will become this Agreement shall constitute a binding agreement among the undersigned and the remaining Underwritersbetween us. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC SPRINT CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: FIFTH THIRD BANKVice President and Treasurer SPRINT COMMUNICATIONS, an Ohio banking corporation INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: 2008-1 Vice President and Treasurer [Remaining signatures on next page] Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted Signature Page Agreed as of the date first above written above. [ ] X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: [ ] By: Name: Title: For themselves Vice President Acting on behalf of itself and as representatives the Representative of the other several Underwriters named in the Underwriting Agreement. 2008-1 Underwriting Agreement Signature Page SCHEDULE I to Underwriting Agreement Underwriters Name Amount X.X. Xxxxxx Securities LLC $ 412,500,000 Xxxxxxx Xxxxx & Co. LLC $ 412,500,000 Deutsche Bank Securities Inc. $ 170,250,000 Mizuho Securities USA LLC $ 170,250,000 Citigroup Global Markets Inc. $ 130,500,000 Barclays Capital Inc. $ 102,000,000 Credit Agricole Securities (USA) Inc. $ 102,000,000 Total $ 1,500,000,000 SCHEDULE II Principal Amount and Type of Securities $1,500,000,000 aggregate principal amount of 7.625% Notes due 2026 Indenture Indenture, dated September 11, 2013, between Sprint Corporation and The Underwriters named below are the “Underwriters” for the purpose Bank of this AgreementNew York Mellon Trust Company, N.A. Supplemental Indenture Fifth Supplemental Indenture among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Trustee The Bank of New York Mellon Trust Company, N.A. SCHEDULE III Issuer Free Writing Prospectuses See Schedule IV. Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B NotesOther Free Writing Prospectuses None. SCHEDULE IV Form of Final Term Sheet SPRINT CORPORATION