HUNTINGTON INVESTMENT

AND

TAX SAVINGS PLAN

Effective Date: January 1, 1997

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

TABLE OF CONTENTS

ARTICLE I — Introduction					1
1.01		Plan Established			1
1.02		Exclusive Benefit			1
1.03		Type of Plan			1
ARTICLE II — Definitions					2
2.01		Administrator			2
2.02		Account			2
2.03		Actual Contribution Percentage or ACP			2
2.04		Actual Deferral Percentage or ADP			2
2.05		Aggregate Limit			2
2.06		Annual Addition			2
2.07		Authorized Leave of Absence			3
2.08		Break in Service			3
2.09		Code			3
2.10		Committee			3
2.11		Common Stock			3
2.12		Company			3
2.13		Company Stock Fund			3
2.14		Compensation			3
2.15		Compensation			4
2.16		Compensation			5
2.17		Contribution Agreement			5
2.18		Contribution Percentage			5
2.19		Contribution Percentage Amounts			5
2.20		Determination Year			6
2.21		Disability			6
2.22		Effective Date			6
2.23		Elective Deferrals			6
2.24		Elective Deferral Account			6
2.25		Employee			6
2.26		Employee After-Tax Contribution			7
2.27		Employer			7
2.28		Entry Date, Initial Entry Date and Special Entry Date			7
2.29		ERISA			7
2.30		Excess Aggregate Contribution			7
2.31		Excess Contributions			8
2.32		Excess Elective Deferrals			8
2.33		HC Group			8
2.34		Highly Compensated Employee			8

2.35		Hour of Service			9
2.36		Leased Employee			10
2.37		Limitation Year			11
2.38		Look-Back Year			11
2.39		Matching Contribution			11
2.40		Matching Contribution Account			11
2.41		Maximum Permissible Amount			11
2.42		NHC Group			11
2.43		Named Fiduciary			11
2.44		Nonhighly Compensated Employee			11
2.45		Normal Retirement Age			11
2.46		Participant			12
2.47		Plan			12
2.48		Prior Plan			12
2.49		Plan Year			12
2.50		Projected Annual Benefit			12
2.51		Qualified Domestic Relations Order			12
2.52		Qualified Employer Contribution			12
2.53		Qualified Employer Contribution Account			12
2.54		Required Beginning Date			12
2.55		Rollover Account			12
2.56		Service and Credited Service			12
2.57		Spouse			13
2.58		Stock Rights			13
2.59		Trust or Trust Fund			13
2.60		Trustee			13
2.61		Valuation Date			13
2.62		Year of Service			13
ARTICLE III — Eligibility and Participation					14
3.01		Eligibility Requirements			14
3.02		Application for Participation			14
3.03		Reemployment Prior to Break in Service (Eligibility)			15
3.04		Reemployment After Break in Service			15
3.05		Month of Employment			15
3.06		Predecessor Employer			15
ARTICLE IV — Employer Contributions					17
4.01		Employer Contributions			17
4.02		Matching Contributions for Elective Deferrals			17
4.03		Limitations on Allocations			17
4.04		Return of Contributions			19

ARTICLE V — Participant Contributions					20
5.01		Employee After-Tax Contributions			20
5.02		Elective Deferral Contributions			20
5.03		Annual Elective Deferral Limitation			21
ARTICLE VI — Provisions Relating to the Nondiscrimination Provisions of Code Sections 401(k) and 401(m)					22
6.01		Section 401(k) Nondiscrimination Provisions			22
6.02		Section 401(m) Nondiscrimination Provisions			24
6.03		Alternative Method of Meeting Nondiscrimination Requirements			27
ARTICLE VII — Participant Accounts					28
7.01		Accounts			28
7.02		Valuation of Trust Fund			28
7.03		Adjustment of Accounts			28
7.04		Participant Investment of Accounts			28
ARTICLE VIII — Vesting					30
8.01		Fully Vested Accounts			30
ARTICLE IX — Payment of Benefits					31
9.01		When Payable			31
9.02		Manner of Payment			31
9.03		Determination of Amount			31
9.04		Time of Payment			32
9.05		Hardship Distributions			32
9.06		In-Service Distributions			34
9.07		Beneficiary Designation			35
9.08		Mandatory Distributions			36
9.09		Notice of Rollover Treatment			36
9.10		Other Distributable Amounts			37
ARTICLE X — Named Fiduciary Powers and Responsibilities					38
10.01		Allocation of Responsibility			38
10.02		Discretionary Authority			38
ARTICLE XI — Trustee Powers and Responsibilities					39
11.01		Basic Responsibilities			39
11.02		Investment Powers and Duties			39
11.03		Direct Rollover of Eligible Rollover Distributions			40
11.04		Trustee to Trustee Transfers			40
11.05		Company Stock Fund			41
11.06		Tender Offers			42
11.07		Other Powers			43
11.08		Duties Regarding Contributions and Payments			44
11.09		Trustee’s Compensation and Expenses and Taxes			45

11.10		Records and Reports			45
11.11		Removal or Resignation of Trustee			45
11.12		Plan Expenses and Taxes			45
ARTICLE XII — Administration					46
12.01		Company Responsibility			46
12.02		Powers and Duties of the Committee			46
12.03		Organization and Operation of the Committee			47
12.04		Statement of Participant’s Account			48
12.05		Delivery of Notices, Reports and Statements			48
12.06		Claims Procedure			48
12.07		Claims Review Procedure			48
12.08		No Contract of Employment			49
12.09		Indemnification			49
ARTICLE XIII — Amendment, Termination, and Mergers					50
13.01		Amendment or Termination			50
13.02		Merger or Consolidation			50
ARTICLE XIV — Top-Heavy Provisions					52
14.01		Application of Article			52
14.02		Definitions			52
14.03		Top Heavy Determination			52
14.04		Top Heavy Ratio			53
14.05		Compensation			54
14.06		Minimum Benefit			54
14.07		Limitation on Benefits and Contributions			54
ARTICLE XV — Merger, Transfer and Special Accounts					56
15.01		Rollover Contributions			56
15.02		Merger/Direct Transfer			56
ARTICLE XVI — Miscellaneous					58
16.01		Participant’s Rights			58
16.02		Alienation			58
16.03		Construction of Agreement			59
16.04		Gender and Number			59
16.05		Prohibition Against Diversion of Funds			59
16.06		Receipt and Release for Payments			59
16.07		Uniformity			59
16.08		Severability			59
16.09		Spendthrift Clause			59
16.10		Payment to Minor or Incompetent			60
ARTICLE XVII The ESOP					61
17.01		ESOP Established			61

17.02		Eligibility			61
17.03		Investments in Company Stock			61
17.04		Payment of Dividends			62
17.05		Payment of Benefits			62
17.06		Withdrawal and Diversification			62
17.07		Special Provisions Concerning the ESOP and Non-ESOP Portions of the Plan			63
MODIFICATION OF SCHEDULE A					A-1
SCHEDULE A — SPECIAL PROVISIONS WITH RESPECT TO PLAN MERGERS					A-2
SCHEDULE B — HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN					B-1
SCHEDULE C — AMENDMENTS FOR THE ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001					C-1

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

The Huntington Investment and Tax Savings Plan is hereby executed by and between Huntington Bancshares Incorporated and The Huntington National Bank, Trustee.

ARTICLE I

Introduction

     1.01 Plan Established .

Huntington Bancshares Incorporated established a Qualified Employee Stock Purchase Plan and Trust, effective January 1, 1978. This Plan and Trust has been amended and restated from time to time; effective January 1, 1985, the Plan was renamed the Huntington Stock Purchase and Tax Savings Plan and Trust (the “Plan”). The Plan was restated by a document signed December 7, 1992, generally effective January 1, 1987, except as otherwise noted in that Plan document. The Plan as embodied in the December 7, 1992 document was submitted to the Internal Revenue Service to obtain a determination that the Plan satisfied Sections 401(a) and 501(a) of the Internal Revenue Code. A favorable determination letter was issued July 12, 1993. The Plan was again amended and restated effective January 1, 1987 (unless otherwise noted) and signed October 13, 1994. The document signed October 13, 1994 was submitted to the Internal Revenue Service to obtain a determination letter that the Plan satisfied 401(a) and 501(a) of the Internal Revenue Code. A favorable determination letter was issued June 13, 1995. The Plan was amended and restated effective April 1, 1998 (unless another date was otherwise noted) and its name was changed to the Huntington Investment and Tax Savings Plan. The Plan is hereby again amended and restated effective January 1, 1997 (unless another date is specifically noted herein). The Plan as amended and restated herein is intended to comply with the provisions of the Small Business Job Protection Act of 1996, the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Taxpayer Relief Act of 1997, the Community Renewal Tax Relief Act of 2002, and other applicable laws, regulations and administrative authority.

     1.02 Exclusive Benefit .

The Plan is for the exclusive benefit of the Employees of the Company and their beneficiaries and of any corporation adopting the Plan and listed on Schedule B, as amended, attached hereto and made a part hereof. No part of the trust corpus or income shall ever be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their beneficiaries.

     1.03 Type of Plan .

The Plan is designated as a 401(k) profit sharing plan; effective December 13, 2000 the Company Stock Fund and Participants who elect or have elected to have all or a portion of their Account invested in the Company Stock Fund, are designated an ESOP (Article XVII).

ARTICLE II

Definitions

As used herein, the following words shall have the meaning stated herein, unless otherwise specifically provided:

     2.01 “ Administrator ” shall mean the Company.

     2.02 “ Account ” shall mean the combined value of all accounts maintained for a Participant under this Plan.

     2.03 “ Actual Contribution Percentage ” or “ ACP ” shall mean the average of the Contribution Percentages of the Eligible Participants in a group.

     2.04 “ Actual Deferral Percentage ” or “ ADP ” shall mean, for a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of (1) the amount of Employer contributions, as defined in this Section 2.04, actually paid over to the Trust Fund on behalf of such Participant for such Plan Year to (2) the Participant’s compensation for such Plan Year as defined in Article VI. Employer contributions on behalf of any Participant shall include: (1) any Elective Deferrals made pursuant to the Participant’s deferral election, including Excess Elective Deferrals of Highly Compensated Employees, but excluding (a) Excess Elective Deferrals of Non-Highly Compensated Employees that arise solely from the Elective Deferrals made under this Plan or other plans of Employer and (b) Elective Deferrals that are taken into account in the Contribution Percentage test (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals); and (2) at the election of the Employer, Employer contributions. For purposes of computing the Actual Deferral Percentage, an Employee who would be a Participant but for the failure to make Elective Deferrals shall be treated as a Participant on whose behalf no Elective Deferrals are made. This section is effective January 1, 1997 .

     2.05 “ Aggregate Limit ” shall mean the sum of (i) 125 percent of the greater of the ADP of the Nonhighly Compensated Employees for the Plan Year or the ACP of Nonhighly Compensated Employees under the Plan subject to Section 401(m) of the Code for the Plan Year beginning with or within the Plan Year of the cash or deferred arrangement and (ii) the lesser of 200 percent or two plus the lesser of such ADP or ACP. “Lesser” is substituted for “greater” in “(i),” above, and “greater” is substituted for “lesser” after “two plus the” in “(ii)” if it would result in a larger Aggregate Limit.

     2.06 “ Annual Addition ” shall mean the sum of the following amounts allocated on behalf of a Participant for a Limitation Year: (a) all Employer contributions; (b) all forfeitures; and (c) all Participant contributions. Except to the extent provided in Treasury regulations, Annual Additions include excess contributions described in Section 401(k) of the Code, excess aggregate contributions described in Section 401(m) of the Code, and excess deferrals described in Section 402(g) of the Code, irrespective of whether the Plan distributes or forfeits such excess amounts.

Annual Additions also include Excess Amounts reapplied to reduce Employer contributions under Section 4.03.

Amounts allocated after March 31, 1984, to an individual medical account (as defined in Section 415(l)(2) of the Code) included as part of a pension or annuity plan maintained by the Employer are Annual Additions. Furthermore, Annual Additions include contributions paid or accrued after December 31, 1985, for taxable years ending after December 31, 1985, attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Section 419A(d)(3) of the Code) under a welfare benefit fund (as defined in Section 419(e) of the Code) maintained by the Employer, but only for purposes of the dollar limitation applicable to the Maximum Permissible Amount.

     2.07 “ Authorized Leave of Absence ” shall mean any absence authorized by the Employer under its standard personnel practices, including, but not limited to, service in the United States Armed Forces on account of war or other emergency provided the Participant returns to employment with the Employer prior to the expiration of such authorized absence or as provided by law.

     2.08 “ Break in Service ” shall mean a twelve (12) consecutive calendar month period commencing on the first day of the month following an Employee’s termination of employment during which such Employee does not perform an Hour of Service for the Employer.

     2.09 “ Code ” mean the Internal Revenue Code of 1986, as amended.

     2.10 “ Committee ” shall mean the committee established under Article XII.

     2.11 “ Common Stock ” shall mean the common shares of Huntington Bancshares Incorporated.

     2.12 “ Company ” shall mean Huntington Bancshares Incorporated, a Maryland Corporation.

     2.13 “ Company Stock Fund ” shall mean the account described in Section 11.05.

     2.14 “ Compensation ” for purposes other than Section 4.03, Article VI and Article XIV, shall mean with respect to each Employee of the Employer, an Employee’s actual base compensation, excluding bonuses, commissions, overtime, and severance payments, but shall include sick pay, payments under the Huntington’s short-term disability plan, and payments pursuant to the Huntington Bancshares Transition Pay Plan. Compensation shall be determined prior to any reduction pursuant to a cash or deferred arrangement as defined in Section 402(e)(3) or pursuant to a cafeteria plan as described in Section 125 of the Code, or effective for Plan Years beginning on or after December 31, 2001 pursuant to elective amounts (if any) that are not includible in gross income under Code Section 132(f)(4).

The measuring period for determining Compensation shall be the Plan Year.

In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provisions of the Plan to the contrary, the annual compensation of each Employee taken into account under the Plan shall not exceed the OBRA ‘93 annual compensation limit. The OBRA ‘93 annual compensation Limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Internal Revenue Code or as adjusted or modified by legislation amending Section 401(a)(17) or any successor Section. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA ‘93 annual compensation limit will be multiplied by a fraction the numerator of which is the number of months in the determination period, and the denominator of which is 12.

     2.15 “ Compensation ,” solely for purposes of Section 4.03, shall mean with respect to each Participant, Section 415 safe-harbor compensation, including wages, salaries, and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with an Employer participating in the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid to sales persons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, reimbursements, and expense allowances), and excluding the following:

(i) Employer contributions to a plan of deferred compensation which are not includible in the Participant’s gross income for the taxable year in which contributed or Employer contributions under a simplified employee pension to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation;

(ii) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(iii) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(iv) other amounts which received special tax benefits, or contributions made by an Employer (whether or not under a salary reduction arrangement) towards the purchase of an annuity described in Section 403(b) of the Code (whether or not the amounts are actually excludable from the gross income of the Employee).

Notwithstanding the above, effective January 1, 1998, Compensation shall include (i) any Elective Deferrals as defined in 402(g)(3) of the Code, and (ii) any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125 or Code Section 457 and effective for Plan Years beginning on or after December 31, 2001 elective amounts (if any) that are not includible in gross income under Code Section 132(f).

The measuring period for determining Compensation shall be the Limitation Year. Compensation for a Limitation Year is the Compensation actually paid or includible in gross income during such Limitation Year.

The annual Compensation of each Employee taken into account under the Plan shall not exceed the OBRA ‘93 annual compensation limit. The OBRA ‘93 annual Compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA ‘93 annual Compensation limit will be multiplied by a fraction the numerator of which is the number of months in the determination period, and the denominator of which is 12.

     2.16 “ Compensation ,” solely for purposes of Article XIV shall mean Compensation as defined in Section 415(c)(3) of the Code. The determination will be made without regard to Code Sections 125, 402(e)(3) and 402(h)(1)(B) and in the case of Employer contributions made pursuant to a salary reduction agreement, without regard to Section 402(b) of the Code. For Plan Years beginning after December 31, 1997, the term Compensation for purposes of Article XIV shall mean compensation within the meaning of Section 415(c)(3) of the Code.

The annual Compensation of each Employee taken into account under this Article shall not exceed the OBRA ‘93 annual compensation limit. The OBRA ‘93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA ‘93 annual compensation limit will be multiplied by a fraction the numerator of which is the number of months in the determination period, and the denominator of which is 12.

     2.17 “ Contribution Agreement ” shall mean an agreement by a Participant by which he authorizes the Employer to deduct and withhold from such Participant’s Compensation a specified amount and to contribute such amount to the Plan pursuant to the provisions of Section 5.02.

     2.18 “ Contribution Percentage ” shall mean the ratio (expressed as a percentage) of the Participant’s Contribution Percentage Amounts to the Participant’s compensation for the Plan Year.

     2.19 “ Contribution Percentage Amounts ” shall mean the sum of the Matching Contributions, and Qualified Matching Employer contributions (to the extent not taken into account for purposes of the ADP test) made under the Plan on behalf of the Participant for the Plan Year. Such Contribution Percentage Amounts shall include forfeitures of Excess Aggregate Contributions or Matching Contributions allocated to the Participant’s Account which shall be taken into account in the year in which such forfeiture is allocated. The Employer may elect to use Elective Deferrals in the Contribution Percentage Amounts so long as the ADP test is met before

the Elective Deferrals are used in the ACP test and continues to be met following the exclusion of those Elective Deferrals that are used to meet the ACP test. This section is effective January 1, 1997.

     2.20 “ Determination Year ” shall mean the current Plan Year.

     2.21 “ Disability ” shall mean the inability to engage in any substantial gainful activity because of a medically determinable physical or mental impairment expected to result in death or which has lasted, or can be expected to last, for a continuous period such that a Participant is disabled, as defined under the Huntington Long Term Disability Plan. Disability shall be determined by the Named Fiduciary in accordance with uniform principles consistently applied, upon the basis of such information as the Named Fiduciary deems necessary or desirable and provide that such Disability occurs while the Participant is an Employee of the Company.

     2.22 “ Effective Date ” shall mean January 1, 1997, except as otherwise stated throughout the Plan.

     2.23 “ Elective Deferrals ” shall mean the Employer contributions made at the election of the Participant, in lieu of cash compensation under Section 5.02. With respect to any taxable year, a Participant’s Elective Deferral is the sum of all Employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement as described in Section 401(k) of the Code, any simplified employee pension, cash or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any eligible deferred compensation plan under Section 457 of the Code, any plan as described under Section 501(c)(18) of the Code, and any Employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement.

     2.24 “ Elective Deferral Account ” shall mean an account established for a Participant for the purpose of receiving contributions made to the Plan by the Employer on behalf of the Participant pursuant to Section 5.02.

     2.25 “ Employee ” shall mean any person employed by the Employer or any other employer required to be aggregated with such Employer under Sections 414(b), (c), (m) or (o) of the Code.

The term Employee shall include any Leased Employee deemed to be an Employee as provided in Sections 414(n) or (o) of the Code of any Employer described in the preceding paragraph. Provided, however, Leased Employees shall not be considered an Employee unless such participation is required to meet the minimum coverage requirements under Section 410(b) of the Code.

The term Employee excludes any independent contractor or any individual classified by an Employer as an independent contractor. In addition the term Employee excludes any person who is a member of a union with which the Employer has a collective bargaining agreement directly or through an employer’s association in which retirement benefits have been the subject of good faith

bargaining between the Employer and its employees who are covered by the collective bargaining contract.

Any individual whose is deemed by the Employer to be an independent contractor and/or is treated as a Leased Employee and who is subsequently determined by a regulatory agency, judicial proceeding or settlement to be an Employee, shall be deemed by the Employer excluded from eligibility under this Plan from the effective date that the status of Employee is so determined by the regulatory agency, judicial proceeding or settlement.

     2.26 “ Employee After-Tax Contribution ” shall mean a contribution, if any, made by or on behalf of a Participant on an after-tax basis pursuant to Section 5.01.

     2.27 “ Employer ” shall mean the Company and the employer banks or corporations, and any other bank or corporation that requests, with the consent of the Board of Directors of Huntington Bancshares Incorporated, to become a participating Employer and which are listed on Schedule B, as amended from time to time. When the context so requires, the term Employer shall be limited to the Company.

     2.28 “ Entry Date ,” “ Initial Entry Date ” and “ Special Entry Date ” shall mean the following: “Initial Entry Date” shall mean the first day of the first month coinciding with or next following the date on which an Employee meets the eligibility requirements of Section 3.01. “Entry Date” shall mean the first day of any month and shall be the date on which an Employee may again participate in the Plan following suspension of participation for any reason.

Notwithstandi