Rajeev Syal Senior Executive Vice President Chief Human Resources Officer rajeev.syal@huntington.com Huntington Bancshares Incorporated 41 South High Street - HC1033 Columbus, OH 43287 614.480.5461 OFFICE

Xxxxxx Xxxx

Senior Executive Vice President
Chief Human Resources Officer

xxxxxx.xxxx@xxxxxxxxxx.xxx

Huntington Bancshares Incorporated
00 Xxxxx Xxxx Xxxxxx - XX0000
Xxxxxxxx, XX 00000
614.480.5461 OFFICE

August 7, 2023

VIA EMAIL DELIVERY

Xxxxxx X. Xxxxxx

Re:    Transition and Separation from Service

Dear Xxxxx:

On behalf of Huntington Bancshares Incorporated (together with its affiliates, the “Company”), I want to thank you for your many contributions and years of service to the Company. This letter agreement (this “Letter Agreement”) sets forth the terms of your transition and separation from employment with the Company.

1.TRANSITION PERIOD AND SEPARATION DATE

From the date hereof through December 31, 2023 (the “Separation Date”), you will continue with the title of Senior Executive Vice President of the Company serving as Chair of Michigan and provide such services as may be reasonably requested Xxxxx Xxxxxxxx, Chairman, President, and CEO of the company. The period from the date hereof through the Separation Date will be referred to herein as the “Transition Period.”

During the Transition Period, you will continue to be eligible to receive compensation and benefits on the same basis as applies to you prior to the date hereof, except you will not be granted any additional equity incentive awards.

Effective as of the Separation Date, your service as an employee of the Company in all capacities, including any director positions you may hold with the Company, will automatically terminate. You agree that no further action is required by you or the Company to effectuate the terminations provided for in this paragraph effective, but you nonetheless agree to execute any documentation the Company requests at the time to confirm it.

2.SEVERANCE BENEFITS

In connection with your termination of employment, and in consideration for (i) your service to the Company and its affiliates through the Separation Date, (ii) your compliance with the terms of this Letter Agreement and all other restrictive covenants applicable to you, and (iii) your satisfaction of the requirement to sign the Confidential Enhanced Transition Agreement, Release, and Waiver of All Claims substantially in the form attached hereto as Exhibit A (the “Release Agreement”) on or following the Separation Date, and your non-revocation of the Release Agreement prior to its becoming effective and

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irrevocable within the time period set forth therein (the “Release Requirement”), you shall be eligible for Enhanced Transition Pay under the Company’s Transition Pay Plan, as amended, and the other certain severance benefits as set forth under the heading “Severance Benefits” on the Schedule of Entitlements attached to the Release Agreement (collectively, the “Severance Benefits”). You understand that if the Release Requirement is not satisfied, you will not be eligible to receive the Severance Benefits. The Company agrees and acknowledges that, unless your employment is terminated by the Company for Cause (as defined in the Company’s Amended and Restated 2018 Long-Term Incentive Plan), your termination of employment on the Separation Date will be treated and qualified as a “Normal Retirement” for purposes of your outstanding equity and equity-based awards with respect to shares of the Company’s common stock (the “Equity Award Treatment”).

The Severance Benefits and the Equity Award Treatment shall be in full satisfaction of the obligations of the Company and its affiliates to you under this Letter Agreement, the Transition Pay Plan and any other plan, agreement, policy or arrangement of the Company and its affiliates upon your termination of employment, including the Executive Agreement between you and the Company, dated August 16, 2016 (the “Executive Agreement”), and the Retention Letter between you and the Company, dated June 9, 2016 (the “Retention Letter”), other than any vested benefits (including your benefit under the FirstMerit SERP and the Retention Amount as provided in the Retention Letter) and other rights to which you may be entitled under any other Company employee benefit plan by reason of your employment with the Company that cannot legally be waived. Except as otherwise required by applicable law, your participation under any Company employee benefit plans and programs will cease as of the Separation Date, and your rights under any such plan or program shall be governed by the terms and conditions of those plans and programs, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any time for any or no reason to the extent permitted by law. In no event shall you be entitled to severance pay or termination benefits beyond the Severance Benefits and the Equity Award Treatment.

Nothing in this Letter Agreement shall prohibit the Company from terminating your employment prior to the Separation Date for Cause or you from voluntarily terminating your employment prior to the Separation Date; provided that, in each such case, you shall be eligible only for any accrued but unpaid annual base salary due for the period you worked to the extent not theretofore paid, any business expenses incurred by you in accordance with the applicable Company policy that have not been reimbursed by the Company as of your termination date and any other vested benefits or other rights to which you may be entitled under any other Company employee benefit plan by reason of your employment with the Company that cannot legally be waived, and which are not otherwise subject to forfeiture upon a termination for Cause.

3.RESTRICTIVE COVENANTS

You acknowledge and agree that the confidentiality, non-solicitation and non-competition covenants contained in the Retention Letter (as modified by the Release Agreement), the covenants applicable to you pursuant to the terms of the applicable equity award agreements between you and the Company, and any policies or rights of the Company that continue to apply following termination of service, including any clawback or recoupment policy or rights, will remain in full force and effect in accordance with their terms, and your rights under this Letter Agreement to the Severance Benefits and to the Equity Vesting are subject to and conditioned upon compliance therewith. You further acknowledge and agree that your continued compliance with such restrictive covenants survive your termination of employment and are a condition to the right to receive or continue to receive such payments and benefits, and that a violation by you of any such covenants would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Letter Agreement, the Retention Letter, the Release Agreement, the equity award agreements or any other agreements or policies to the contrary, in addition to any other damages the Company is able to show, in the event you violate any of the covenants referenced in this Section 3, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to (i) cease payment, vesting or settlement, as applicable, of the Severance Benefits and the Equity Award Vesting to the extent not previously paid or provided, (ii) the prompt return by you of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity incentive awards

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that vested or the repayment of the value of any equity incentive awards that vested and have been exercised or settled, as applicable), and (iii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants referenced in this Section 3 in addition to any other legal or equitable remedies it may have.

4.MISCELLANEOUS

As of the Separation Date (or your earlier termination of employment for any reason), you shall deliver to the Company (or, if requested by any member of the Company, destroy) all property made available to you in connection with your employment by the Company, including, without limitation, any and all records, manuals, customer lists, notebooks, cellphones, electronic devices, computers, computer programs, credit cards, and files, papers, electronically stored information and documents kept or made by you in connection with your employment.

This Letter Agreement and the Release Agreement set forth the entire agreement and understanding between you and the Company with respect to your transition and separation and supersedes any prior discussions with respect thereto. The first four paragraphs of Section 8 of the Retention Letter are incorporated herein by reference, with any such modifications as are necessary to reflect appropriately the incorporation into this Letter Agreement. From and after the date hereof, the Executive Agreement will terminate and be of no further force or effect.

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio, without reference to its conflict of law rules. This Letter Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. A facsimile or scanned (e.g., .PDF, .GIF, etc.) signature shall be deemed to be an original. IN WITNESS WHEREOF, each of you and the Company has executed this Letter Agreement as of the date(s) set forth below.

/s/ Xxxxxx X. Xxxxxx    

Xxxxxx X. Xxxxxx
Date: August 9, 2023

HUNTINGTON BANCSHARES INCORPORATED

By: /s/ Xxx Xxxx        

Xxx Xxxx

Chief Human Resources Officer
Date: August 7, 2023

[Signature Page to Transition Letter Agreement]

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Exhibit A

CONFIDENTIAL ENHANCED TRANSITION AGREEMENT,
RELEASE, AND WAIVER OF ALL CLAIMS

This Enhanced Transition Agreement, Release, and Waiver of All Claims (hereinafter “Agreement”) is being executed by and between Huntington Bancshares Incorporated and its past, present and future parent and subsidiary entities, corporations, predecessors, successors, affiliates and assigns (hereinafter individually and collectively “Huntington”) and Xxxxxx X. Xxxxxx, including her heirs, estate, executors, administrators, successors, assigns, and other personal representatives (hereinafter “Executive”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Transition Letter Agreement with Huntington dated as of August 7, 2023 (the “Letter Agreement”).

BACKGROUND INFORMATION

    A.    Executive’s employment with Huntington has been identified for termination due to organizational restructuring and consequent position elimination, and at no fault of the Executive, Executive is a “displaced employee” under Huntington’s Transition Pay Plan.

B.    As a “displaced employee,” Executive is eligible to receive Enhanced Transition Pay under Huntington’s Transition Pay Plan.

    C.    Enhanced Transition Pay is only available under Huntington’s Transition Pay Plan to those displaced employees who sign an Enhanced Transition Agreement, Release, and Waiver of All Claims.

    X.    Xxxxxxxxxx and Executive mutually agree that Executive’s employment with Huntington will terminate on the Separation Date. Executive’s employment termination is not part of a group termination program and is the result of factors unique to Executive.

STATEMENT OF AGREEMENT

    The parties to this Agreement acknowledge the accuracy of the above Background Information and agree as follows:

1.Payment to Executive.  In exchange for Executive’s agreement and adherence to Executive’s obligation under this Agreement and the Letter Agreement, Huntington agrees to pay or provide the severance and other benefits (in each case, minus all applicable and required taxes, deductions, and withholdings) as set forth on the Schedule of Entitlements attached as Annex A hereto, at the times set forth therein.

Executive acknowledges and agrees that except as set forth in this Agreement, Executive will not be entitled to receive, and Huntington will not be obligated to make, any other payment to Executive related to employment with, compensation by, and separation from Huntington, except for accrued but unpaid annual base salary due for the period Executive worked to the extent not theretofore paid, any business expenses incurred by Executive in accordance with the applicable Huntington policy that have not been reimbursed by Huntington as of Executive’s termination date and any other vested benefits or other rights to which Executive may be entitled under any other Huntington employee benefit plan by reason of Executive’s employment with Huntington that cannot legally be waived.

Executive expressly acknowledges that, but for this Agreement, Executive would not otherwise be entitled to the amounts set forth under the heading “Severance Benefits” on the Schedule of Entitlements attached as Annex A hereto in this Agreement (hereinafter “Severance

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Benefits”) and that the Severance Benefits are sufficient consideration for Executive’s release and waiver of claims and the other obligations that Executive has agreed to undertake in this Agreement.

2.Repayment Requirements. Huntington may cease any remaining payments due under this Agreement and require Executive to repay any Severance Benefits (other than Basic Transition Pay) already paid to Executive if Executive has: (a) perpetrated an act of fraud, self-dealing, dishonesty, misappropriation, intentional unlawful conduct, or criminal conduct adverse to Huntington; (b) disrupted or interfered with or attempted to disrupt or interfere with Xxxxxxxxxx’s business or business relationships, or maligned, defamed, or otherwise disparaged Huntington, its subsidiaries, or the officers, managers or agents of Huntington or its subsidiaries; (c) materially breached any of Executive’s obligations under Paragraphs 6, 8, 9, 10 and/or 16 of this Agreement; or (d) made or published, orally, in writing, or via computer, any false statement of a material nature concerning Huntington, any of its subsidiaries, or any of its current or past officers, directors, employees, or customers.

3.COBRA. If Executive is currently participating in any Huntington group health insurance plans, information regarding Executive’s right to elect COBRA continuation coverage with the option to elect based on the same plan coverage Executive had as of Executive’s Separation Date, at Executive’s sole expense, will be sent to Executive via separate letter.

4.Release of Huntington by Executive. In exchange for the benefits set forth above, the adequacy and sufficiency of which Executive expressly acknowledges, and all other consideration related to same, Executive RELEASES, WAIVES, REMISES, AND FOREVER DISCHARGES Huntington, as defined in this Agreement and, for purposes of this Paragraph, as further defined to include all of Huntington’s past, present, and future assigns, predecessors, successors, affiliates, parent and subsidiary organizations, divisions and corporations, acquired or merged entities, officers, directors, shareholders, employees, and agents of the same, as well as their heirs, executors, administrators, successors, assigns, and other personal representatives, individually and in their respective corporate and personal capacities (all hereinafter referred to in this Paragraph as “Released Parties”), from all claims, demands, administrative charges, complaints, legal rights, compensation, obligation, actions, interests, debts, liabilities, damages, costs, attorneys’ fees and expenses, or causes of action of whatever type or nature, whether legal, equitable, or administrative, whether known or unknown, which Executive may now have against the Released Parties, either individually, jointly, or severally, based upon acts or omissions that have occurred from the beginning of time to the effective date of this Agreement, including without limitation, those arising out of, or in any way related, directly or indirectly, to Executive’s employment with, compensation by or termination from Huntington under any possible legal, equitable, tort, contract, or statutory or public policy theory, including but not limited to any and all claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, the Employee Retirement Income Security Act (“ERISA”) (other than the ERISA provisions that cannot be waived under the law), the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Fair Pay Act of 2009, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Comprehensive Omnibus Budget Reconciliation Act, the Michigan Xxxxxxx-Xxxxxx Civil Rights Act, the Michigan Persons with Disabilities Civil Rights Act, the Michigan Wage and Fringe Benefits Act, the Michigan Whistleblower’s Protection Act and all federal, state or local laws, rules, regulations, orders, or common law principles governing, regulating, or affecting the rights or obligations of employers and employees, as well as all similar, comparable, or additional state statutes, local statutes, ordinances, and common law principles including, without limitation, claims for discrimination, harassment, hostile work environment, retaliation, breach of contract, violation of public policy, personal injury, and intentional infliction of emotional distress.

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    To the greatest extent permitted by law, and to the extent that Executive has not already done so in a previous agreement, Executive waives any right or ability to be a class or collective-action representative or to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on such a claim in which Huntington or any other Released Party identified in this Agreement is a party.

    This release and waiver does not apply to claims arising after the effective date of this Agreement or to any previously vested rights Executive may have (i) to the payments and benefits set forth on Annex A hereto, which Executive agrees is an accurate and complete representation of the entitlements payable to Executive under this Agreement, the Transition Letter, the Retention Letter and the applicable equity award agreements, (ii) under Huntington’s medical, dental, and/or vision insurance plans, (iii) any rights under the terms of any qualified retirement plans covering Executive, (iv) any claims for workers’ compensation benefits, (v) accrued but unpaid annual base salary due for the period Executive worked to the extent not theretofore paid and any business expenses incurred by Executive in accordance with the applicable Huntington policy that have not been reimbursed by Huntington as of Executive’s termination date, and (vi) rights of indemnification (and advancement of expenses) or to directors’ and officers’ insurance coverage to the extent applicable to Executive pursuant to Huntington’s bylaws, articles supplementary or other plans, policies or arrangements. This release does not apply to any claims that Executive may not, by law, release through an agreement such as this. Further, this release does not prohibit Executive from filing a complaint or charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agency”), nor does this Agreement limit any rights Executive may have under the Speak Out Act. While this Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agency, Executive does forever waive the right to any claims for money damages and equitable relief pursuant to the filing or prosecution of any administrative charge against Huntington or any resulting civil proceeding or lawsuit that may be commenced on Executive’s behalf for the recovery of such relief, and which arises out of the matters that are and may be released in this Agreement.

5.Executive Representations. Executive specifically represents, warrants, and confirms that, up to and including the final pay received from Huntington following Executive’s separation of employment and for which Executive received documentation to reflect the amounts to be paid prior to separation, Executive has received pay on a salary basis without improper deductions.

6.Confidential and Proprietary Information. Executive expressly agrees and acknowledges Executive’s continuing obligation to maintain the confidentiality of proprietary information gained during employment with Huntington, as set forth in the applicable equity award agreements between Executive and Huntington. 

7.Non-Admission. This Agreement is made and accepted under Huntington’s Transition Pay Plan. Neither Huntington or the Executive will consider, deem or suggest that anything in this Agreement constitutes an admission of liability, wrongdoing or fault.

8.Confidentiality. Executive agrees to keep the terms and conditions of this Agreement strictly confidential. Additionally, Executive agrees not to disclose or permit disclosure of any information concerning this Agreement to any other person, commercial or non-profit entity, and/or any print, radio or television news media, including any commercial or non-profit newspaper, publication or broadcast, of any kind whatsoever, except: (a) as required by court order, but only after first notifying and discussing such order with Huntington; (b) as necessary for tax planning and/or preparation or to respond to inquiries or audits by a federal,

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state, or local taxing authority; (c) as evidence in any subsequent legal proceeding in which either party alleges a breach of this Agreement; or (d) to Executive’s legal counsel and immediate family. Nothing in this Agreement prohibits Executive from reporting possible violations of federal or state law or regulation to any Government Agency, or any agency Inspector General, or otherwise limits Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted with any Government Agency, including providing documents or other information, without notice to Huntington or from making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation.

9.Continuing Obligations. Executive acknowledges and agrees that the confidentiality, non-solicitation and non-competition covenants contained in the Retention Letter and the covenants applicable to Executive pursuant to the terms of the applicable equity award agreements between Executive and Huntington remain in full force and effect in accordance with their terms; provided, however, that as consideration for the Bonus Severance and 2023 Bonus, each of which Executive agrees and acknowledges Executive is not otherwise entitled to or eligible for in accordance with the terms of the Transition Pay Plan, the applicable incentive plan or any other Huntington plan, policy, arrangement or agreement, Executive agrees that the non-solicitation and non-competition periods under the Retention Letter apply for a period of one year after the Separation Date. Executive’s rights to the Severance Benefits (other than the Basic Transition Pay) and to the Equity Vesting are subject to and conditioned upon compliance with such restrictive covenants. Executive further acknowledges and agrees that Executive’s continued compliance with such restrictive covenants that survive Executive’s termination of employment are a condition to the right to receive or continue to receive such payments and benefits, and that a violation by Executive of any such covenants would cause irreparable damage to Huntington in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Release Agreement, the Letter Agreement, the Retention Letter, the equity award agreements or any other agreements or policies to the contrary, in addition to any other damages Huntington is able to show, in the event you violate any of the covenants referenced in this Paragraph 9, Huntington shall be entitled (without the necessity of showing economic loss or other actual damage) to (i) cease payment, vesting or settlement, as applicable, of the Severance Benefits (other than the Basic Transition Pay) and the Equity Award Vesting to the extent not previously paid or provided, (ii) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity incentive awards that vested or the repayment of the value of any equity incentive awards that vested and have been exercised or settled, as applicable), and (iii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants referenced in this Section 8 in addition to any other legal or equitable remedies it may have.

10.Non-Disparagement. Executive agrees not to make any disparaging remarks at any time after signing this Agreement to anyone about Huntington, as defined in Paragraph 4 of this Agreement. Executive further agrees to refrain from any conduct, activity, or conversation that is intended to or does interfere with or disparage the relationships between Huntington and its employees, customers, suppliers, or others. Nothing herein is intended or shall be interpreted as limiting Executive’s rights to communicate with a Government Agency, as provided for, protected under, or warranted by applicable law.

11.Complete Agreement. This Agreement, together with the Letter Agreement, the Retention Letter, any equity award grant agreements (including any amendments thereto approved by the Huntington Board of Directors), and/or any previous agreements by Executive regarding non-competition, non-disclosure of confidential information, non-solicitation of

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customers, and/or non-recruitment of employees (which are incorporated into this Agreement and shall remain in full force and effect according to their terms following execution of this Agreement), contain and comprise all of the agreements and understandings between the parties. No additions, amendments, or other changes to this Agreement will be made or be binding on either party unless made in writing and signed by each party to this Agreement. No promise, inducement, or agreement not expressed herein has been made by any party to influence signing of this Agreement. The parties further agree that this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the respective heirs, legal representatives, successors and assigns of the parties to this Agreement.

12.Non-Waiver. No failure by any party to insist upon strict compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy upon any default of the other shall affect, or constitute a waiver of, the first party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default. No custom or practice of the parties at variance with any provision of this Agreement shall affect, or constitute a waiver of, any party's right to demand strict compliance with all provisions of this Agreement.

13.Validity. If and to the extent that either Executive or Huntington breaches part or all of any provision of this Agreement, such alleged breach shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. Similarly, if, and to the extent that, any court of competent jurisdiction holds that part or all of any provision of this Agreement is invalid, such invalidity shall not affect the remaining terms of that provision or the remaining provisions of this Agreement, which shall remain in full force and effect.

14.Review of Agreement and Voluntary Execution. Executive acknowledges that this Enhanced Transition Agreement, Release, and Waiver of All Claims and its Exhibit A has been explained to Executive, that it is written in a manner that Executive understands, that in exchange for entering into this Agreement, Executive is receiving consideration of value to which Executive is not already entitled, that Executive has had at least 21 calendar days to consider whether to sign the Agreement, that Executive understands the rights Executive is releasing and waiving by signing this Agreement, that such rights and claims do not include those that may arise after Executive signs this Agreement, and that Executive has been advised by this writing to consult with an attorney prior to signing this Agreement. Executive agrees and represents that Executive has been advised of and fully understands the right to discuss all aspects of this Agreement with counsel of Executive’s choice. Executive’s signing of this Agreement establishes that Executive has sought the advice of or had sufficient opportunity to seek the advice of counsel by the date Executive signed the document, and that if Executive signs the Agreement before the end of the 21-day consideration period, Executive’s decision to shorten the 21-day consideration period was knowing and voluntary. Executive acknowledges that Executive has carefully read and fully understands all the provisions of this Agreement. Executive further acknowledges that Executive signed this Agreement with full, knowing, and voluntary agreement as to its terms and without coercion, intimidation, or pressure.

15.Revocation Period and Effective Date. Executive will have seven (7) calendar days from the date Executive signs the Agreement to change Executive’s mind and revoke the Agreement, in which case this Agreement shall be ineffective and of no legal force. Such revocation must be made in writing and sent via hand delivery, courier, facsimile, overnight delivery, or United States Mail to Xxxxxx Xxxx, Chief Human Resources Officer, The Huntington National Bank, 00 X. Xxxx Xxxxxx, XX0000, Xxxxxxxx, Xxxx 00000 or Xxxxxx.Xxxx@xxxxxxxxxx.xxx (email). To be effective, such revocation must be received by Huntington no later than 5:00 p.m. on the seventh (7th) calendar day following Executive signing this Agreement. If this Agreement is revoked, then there is no obligation on the part of Huntington to pay Executive any benefits under this Agreement, and Executive agrees to repay

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to Huntington any Severance Benefits (other than Basic Transition Pay) previously provided to Executive. The date following the expiration of this revocation period will be the date on which this Agreement shall become effective, binding, and enforceable. Executive further understands agrees that if Executive signs and returns this Agreement prior to the Separation Date, Executive will provide Huntington an additional release and waiver covering the period between the date Executive signs this Agreement and the Separation Date.

16.Cooperation Agreement. Executive agrees that, if requested by Huntington, Executive will be available to consult with Huntington on business or litigation matters in which Executive was involved or had knowledge of while a Huntington employee, including providing factual affidavits upon request and sitting for depositions or other discovery related proceedings. For requests made by Huntington under this Agreement, Huntington agrees to reimburse Executive for any travel, lodging, long distance phone charges, copying charges, facsimile charges, and meal expenses that Executive may reasonably incur in providing consultation, provided Huntington has pre-approved such expenses.

17.Executive’s Responsibility for Tax and Social Security Liability. Executive acknowledges and agrees that Executive is responsible for any and all of Executive’s own federal, state, and local tax, FICA, and social security liabilities and consequences that may result from Executive’s receipt of the payments referenced in this Agreement. Executive agrees to indemnify Huntington against any and all such liabilities or resulting consequences that may arise as a result of Executive’s receipt of such payments, including assessments, judgments, fines, interests, and penalties. Executive further agrees that Huntington shall not be required to pay any further sums to Executive for any reason even if the tax and/or social security liabilities and resulting consequences to Executive are ultimately assessed in a fashion that Executive does not presently anticipate.

18.Governing Law. Any questions concerning the intent, validity, meaning or enforcement of this Agreement shall be construed and resolved according to ERISA or other applicable federal law. To the extent that ERISA or other applicable federal law does not govern the interpretation or enforcement of any terms of this Agreement, then the laws of the state of Ohio shall be applied. Executive further agrees to the United States District Court, Southern District of Ohio, Eastern District of Columbus, Ohio as the court of competent jurisdiction and venue for any actions or proceedings brought by Executive related to this Agreement, and hereby irrevocably consents to such designation, jurisdiction, and venue.

19.Counterparts. The parties also specifically agree that: (a) this Agreement may be executed in counterparts which collectively shall be one Agreement; (b) a signed photocopy or .pdf of this Agreement is effective as an original; and (c) signed emailed or scanned signatures are effective as originals.

20.Severability. If a court or other binding legal authority finds that any provision in this Agreement other than the release of claims is invalid, the invalidity will not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications.

21.Captions. Captions to the various sections of this Agreement are not part of the content of this Agreement but are labels to assist in locating those sections and shall be ignored in construing this Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned have signed this Enhanced Transition Agreement, Release, and Waiver of All Claims. This Agreement may be signed in duplicate or in separate counterparts, with these duplicate agreements or separately signed counterparts, taken together, forming a binding agreement on all parties.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE FOREGOING ENHANCED TRANSITION AGREEMENT, RELEASE AND WAIVER OF ALL CLAIMS, FULLY UNDERSTAND IT AND HAVE VOLUNTARILY SIGNED THIS AGREEMENT ON THE DATE INDICATED, SIGNIFYING THEREBY THEIR ASSENT TO, AND WILLINGNESS TO BE BOUND BY, ITS TERMS. THIS AGREEMENT SHOULD NOT BE EXECUTED BY EXECUTIVE BEFORE THE SEPARATION DATE.

Xxxxxx X. Xxxxxx

_________________________    

Date: _____________________

INVALID IF SIGNED

BEFORE DECEMBER 31, 2023

Huntington Bancshares Incorporated

and its Subsidiaries

By:

Date:

[Signature Page to Enhanced Transition Agreement, Release, and Waiver of All Claim]

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Annex A

Schedule of Entitlements

Severance Benefits

			Amount/Benefit			Payment Date (subject to the Release Requirement except as noted)
Basic Transition Pay			$25,000			Paid as lump sum in accordance with Xxxxxxxxxx’s regular payroll schedule (not subject to the Release Requirement)
Enhanced Transition Pay			$625,000			Paid as a lump sum within 45 days after this Agreement becomes effective, but in any event no later than on the last payroll date on or prior to March 15, 2024
Bonus Severance			$747,000			Paid in a lump sum on the date that 2024 bonuses are paid to similarly situated active Huntington employees, but in any event no later than on the last payroll date on or prior to March 15, 2025
2023 Bonus			Eligible to receive an incentive bonus payment equal to Executive’s target annual bonus opportunity for 2023 multiplied by the “2023 Performance Factor” (as defined below) to be determined based on Executive’s individual performance in 2023 and relative contribution to peer revenue segment leaders.  The “2023 Performance Factor” is the factor (expressed as a percentage) certified by the HR & Compensation Committee of Huntington’s Board of Directors based on Xxxxxxxxxx’s performance for the year ending December 31, 2023 as measured against the performance goals approved by the HR & Compensation Committee under the Management Incentive Plan (MIP) for the 2023 plan year.			Not subject to any existing deferral elections; paid in a lump sum on the date in 2024 that 2023 bonuses are paid to similarly situated active Huntington employees

Other Payments

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			Amount/Benefit1			Payment Date
DC Account (as defined in the Retention Letter); Current balances as of 7/20/20232			$3,405,859.84 243,201.496 vested Huntington shares in respect of the Retention RSU Award (as defined in the Retention Letter).			Cash amount payable from the Executive Deferred Compensation Plan in a single lump sum on the first Plan distribution date that is six months following the date on which Executive experiences a “separation from service” (within the meaning of Section 409A of the Code) (the “409A Payment Date”) Vested Retention RSU Award settled in full in shares of Company common stock on the 409A Payment Date
Annual RSU/PSU Grant Deferral Elections; Current Balances as of 7/20/2023			2017-2019 PSU $884,303.92 2018-2020 PSU $830,551.07 2019-2021 PSU $773,400.76 2020-2022 PSU $1,574,890.74 2018 RSU $276,849.59 2019 RSU $257,781.82 2020 RSU $218,730.80			Annual installments commencing on the first Plan distribution date that is at least 6 months after the separation date. 2017-2019 PSU 5 Year Installment Annual 2018-2020 PSU 5 Year Installment Annual 2019-2021 PSU 5 Year Installment Annual 2020-2022 PSU 5 Year Installment Annual 2018 RSU 6 Year Installment Annual 2019 RSU 5 Year Installment Annual 2020 RSU 5 Year Installment Annual

Equity Award Treatment3

1 Reflects account balances as of 7/20/2023; actual amounts to be determined as of payment date.

2 Includes both the Retention RSU Award and cash contributions deposited effective 8/16/2016 (adjusted for earnings, losses, and dividends, as appropriate based on investment elections); does not include any additional deferral elections for other compensation elements since that date.

3 Terms of equity award agreements control. Continued vesting subject to compliance with Normal Retirement non-compete provision.

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Internal Use

Type of Award			Number of Huntington Shares Subject to Award			Treatment on Normal Retirement4
Stock Options			See vested status and applicable expiration date on Fidelity NetBenefits. 2017 ISO: 30,556 2017 NQ: 28,162 2018 ISO: 6,752 2018 NQ: 109,527 2019 ISO: 7,262 2019 NQ: 134,099 2020 ISO: 11,668 2020 NQ: 140,359 2021 ISO: 6,218 2021 NQ: 88,478			Continued vesting of all unvested outstanding stock options upon termination subject to compliance with the applicable non-compete provision, with all awards exercisable until the original expiration date (10 years from the original grant date).
RSUs			2020 RSU: 20,495.733 2021 RSU: 25,853.796 2022 RSU: 56,101.297 2023 RSU: 50,403.356			Continued vesting of PSUs post-termination subject to compliance with the applicable non-compete provision with PSUs ultimately vesting based on final performance as certified by the HR & Compensation Committee. Continued vesting of RSUs post-termination subject to compliance with applicable non-compete provision. 2023 RSU and 2023 PSU subject to prorated vesting if the Normal Retirement date occurs before 12/31/23, in accordance with award agreements.
PSUs			2021 PSU: 51,708.717 2022 PSU: 56,101.303 2023 PSU: 50,403.356

4 RSUs and PSUs subject to additional dividend reinvestment until vesting date.

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Internal Use