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Huntington Bancshares Incorporated
Recoupment Policy

July 17, 2007

If it is determined by the Board of Directors that gross negligence, intentional misconduct or fraud by an executive officer or former executive officer of the company caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and the Company’s benefit plans, policies and agreements, and to the extent it determined in its sole judgment that it is in the best interests of the Company to do so, require repayment of a portion or all of any annual bonus, vested restricted stock or other incentive-based compensation paid pursuant to grants to such executive officer or former executive officer and/or effect the cancellation of any unvested restricted stock, if:  (1) the amount or vesting of the incentive-based compensation was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement; and (2) the amount or vesting of the incentive-based compensation would have been less had the financial statements been correct. 

For purposes of this policy, “executive officers” means the executive officers of the Company as determined under the Securities and Exchange Act of 1934, as amended.  The action permitted to be taken by the Board under this policy is in addition to any and all other rights of the Board and/or the Company under applicable law and contract in the event of a restatement to the Company’s financial statements. 

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