HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

HUNTINGTON INVESTMENT

AND

TAX SAVINGS PLAN

Effective Date: January 1, 1997

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

TABLE OF CONTENTS

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.

Notwithstanding the above, effective January 1, 2000, “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. “Special Entry Date” shall mean the date on which a former Employee who was a Participant or eligible to participate in the Plan, is again employed by an Employer after a period when such person was not an Employee.

     2.29 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     2.30 “ Excess Aggregate Contribution ” shall mean, with respect to any Plan Year, the excess of:

(a) The aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of a Highly Compensated Employee for such Plan Year, over

(b) The maximum Contribution Percentage Amounts permitted by the ACP test (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their Matching Contribution amount beginning with the highest dollar amount of such Matching Contribution).

Such determination shall be made after first determining Excess Elective Deferrals pursuant to Section 5.03 and then determining Excess Contributions pursuant to Section 6.01.

     2.31 “ Excess Contributions ” shall mean, with respect to any Plan Year, the excess of:

(a) The aggregate amount of Employer contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over

(b) The maximum amount of such contributions permitted by the ADP test (determined by reducing contributions made on behalf of Highly Compensated Employees in order of the Elective Deferral Contribution beginning with the highest dollar amount of such Elective Deferral Contributions.

     2.32 “ Excess Elective Deferrals ” shall mean those Elective Deferrals that are includible in a Participant’s gross income under Section 402(g) of the Code to the extent such Participant’s Elective Deferrals for a taxable year exceed the dollar limitation under such Section of the Code. Excess Elective Deferrals shall be treated as Annual Additions under the Plan.

     2.33 “ HC Group ” shall mean those Employees or Participants who meet the definition of a Highly Compensated Employee, as defined in Section 414(q) of the Code and Section 2.34 of this Plan document.

     2.34 “ Highly Compensated Employee ” shall include Highly Compensated active Employees and Highly Compensated former Employees.

The effective date of this Section is as follows: All Plan Years beginning after December 31, 1996, except that, in determining whether an Employee is a Highly Compensated Employee in 1997, the amendments are treated as having been in effect in 1996.

A Highly Compensated active Employee means any Employee who — (A) was a 5-percent owner (as defined in Section 416(i)(1) of the Code) of the Employer at any time during the current or the preceding year, or (B) for the preceding year — (i) had Compensation from the Employer in excess of $80,000 (as adjusted by the Secretary pursuant to Section 415(d) of the Code, except that the base period shall be the calendar quarter ending September 30, 1996).

A former Employee shall be treated as a Highly Compensated Employee if: (A) such Employee was a Highly Compensated Employee when such Employee separated from service, or (B) such Employee was a Highly Compensated Employee at any time after attaining age 55. The determination of who is a Highly Compensated former Employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for that Determination Year, in accordance with Section 1.414(q) — 1T, A-4 of the temporary Income Tax Regulations and Notice 97-45.

In determining who is a Highly Compensated Employee the Employer makes the top paid group election. The effect of this election is that an Employee (who is not a 5-percent owner at any

time during the Determination Year or the Look-Back Year) with Compensation in excess of $80,000 (as adjusted) for the Look-Back Year is a Highly Compensated Employee only if the Employee was in the top-paid group for the Look-Back Year.

The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of Employees in the top-paid group, will be made in accordance with Section 414(q) of the Code and the regulations hereunder.

     2.35 “ Hour of Service ” shall mean:

(a) Each hour for which an Employee is paid, or shares in income, or is entitled to payment or to share in income, for the performance of duties or services for the Employer. These hours shall be credited to the Employee for the computation period or periods in which the duties are performed; and

(b) Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or leave of absence. No more than 501 hours of service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations which are incorporated herein by this reference; and

(c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to in writing by the Employer. The same hours of service shall not be credited both under paragraph (a) or paragraph (b) above, as the case may be, and under this paragraph (c) These hours shall be credited to the Employee for the Computation Period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

(d) Solely for purposes of determining whether a Break in Service for participation purposes has occurred, an Employee who is on a maternity or paternity leave of absence shall be given credit for each hour which otherwise would have been credited to such Employee but for such absence. In the event it cannot be determined how many hours would have been credited to such Employee, credit shall be given for eight (8) hours of service per normal workday of absence. No more than 501 Hours of Service shall be credited under this paragraph by reason of any such maternity or paternity leave of absence. The hours credited under this paragraph shall be treated as Hours of Service only in the year that the absence from work begins if such treatment would prevent a Participant from incurring a Break in Service in that year. In any other case, hours credited under this paragraph shall be treated as Hours of Service in the year following the year in which the absence from work begins. “maternity or paternity leave of absence” shall mean absence from work for any period by reason of the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or absence for the purpose of caring for a child during the period immediately following such birth or placement.

Hours of service will be credited for employment with other members of an affiliated service group (under Section 414(m) of the Code), a controlled group of corporations (under Section 414(b) of the Code), or a group of trades or businesses under common control (under Section 414(c) of the Code) of which the adopting Employer is a member, and any other entity required to be aggregated with the Employer pursuant to Section 414(o) of the Code and the Regulations thereunder.

Hours of service will also be credited for any individual considered an Employee for purposes of this Plan under Code Section 414(n) or Code Section 414(o) and the regulations thereunder.

Effective December 12, 1994, notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Additionally, each Employee shall be credited with Hours of Service in accordance with the Family and Medical Leave Act, but only for the purposes of and to the extent required by the statute.

     2.36 “ Leased Employee ” shall mean any person (other than an employee of the recipient) who pursuant to an agreement between the recipient Employer and any other person (“leasing organization”) has performed services for the recipient Employer (or for the recipient Employer and related persons determined in accordance with Section 414(n)(6) of the Code)) on a substantially full time basis for a period of at least one year, and such services are of a type historically performed by employees in the business field of the recipient Employer. Effective for Plan Years beginning after December 31, 1996, the last requirement described in the preceding sentence shall be if such services are under the primary direction or control of the Employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient Employer.

A Leased Employee shall not be considered an Employee of the recipient Employer if the conditions of (a) and (b) are satisfied.

(a) Such employee is covered by a money purchase pension plan maintained by the leasing organization and which provides:

(i) A nonintegrated employer contribution rate of at least 10 percent (10%) of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee’s gross income under Section 125, Section 402(e)(3), Section 402(h) or Section 403(b) of the Code;

(ii) Immediate participation; and

(iii) Full and immediate vesting.

(b) Leased Employees do not constitute more than 20 percent (20%) of the recipient Employers nonhighly compensated workforce.

     2.37 “ Limitation Year ” shall mean the Plan Year.

     2.38 “ Look-Back Year ” shall mean the twelve (12) consecutive month period immediately preceding the Determination Year.

     2.39 “ Matching Contribution ” shall mean an Employer contribution made to this Plan on behalf of a Participant on account of a Participant’s Elective Deferrals under Section 5.02.

     2.40 “ Matching Contribution Account ” shall mean an account established for a Participant for the purpose of receiving Matching Contributions made by the Employer to the Plan pursuant to Section 4.02.

     2.41 “ Maximum Permissible Amount ” shall mean for the Limitation Year with respect to any Participant contributions and other additions with respect to a Participant which exceed the limitation of Code Section 415(c) if, when expressed as an Annual Addition (within the meaning of Code Section 415(c)(2)) to the Participant’s account, such Annual Addition is greater than the lesser of:

(a) $30,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations.

(b) 25 percent of the Participant’s compensation (as defined in Code Section 415(c)(3)).

If there is a short Limitation Year because of a change in the Limitation Year, the Administrator will multiply the $30,000 limitation (or larger limitation) by the following fraction: number of months in the short Limitation Year divided by twelve (12).

The above definition of “Maximum Permissible Amount” is effective for Plan Years beginning after December 31, 1994 in order to bring the Plan’s Code Section 415 provisions into compliance with the requirements of the General Agreement on Tariffs and Trade.

For any short Limitation Year, the $30,000 limitation shall be reduced by a fraction, the numerator of which is the number of full months in the short Limitation Year and the denominator of which is twelve (12). This Section 2.41 is effective January 1, 1995.

     2.42 “ NHC Group ” shall mean those Employees or Participants who are not Highly Compensated Employees.

     2.43 “ Named Fiduciary ” shall mean the Company.

     2.44 “ Nonhighly Compensated Employee ” shall mean an Employee of the Employer and/or a Participant who is not a Highly Compensated Employee.

     2.45 “ Normal Retirement Age ” shall mean the date on which a Participant or a former Participant attains age 65.

     2.46 “ Participant ” shall mean an Employee who has commenced participation in the Plan after having met the eligibility requirements of Article III. Where the context requires, Participant shall include a former or suspended Participant.

     2.47 “ Plan ” shall mean the Huntington Investment and Tax Savings Plan, as set forth herein or as hereafter amended.

     2.48 “ Prior Plan ” shall mean a plan that merges with this Plan. Special provisions with respect to merged plans are set forth at Schedule A.

     2.49 “ Plan Year ” shall mean the calendar year.

     2.50 “ Projected Annual Benefit ” shall mean a Participant’s annual benefit under any defined benefit plans of the Employer that are provided by Employer contributions, based on the assumptions that the Participant will continue employment until his Normal Retirement Age, that his actual compensation will continue at the same rate as in effect for the Limitation Year under consideration until his Normal Retirement Age and that all other relevant factors used to determine benefits under the Plan will remain constant as of the current Limitation Year for all future Limitation Years.

     2.51 “ Qualified Domestic Relations Order ” shall mean a domestic relations order as defined in Section 414(p) of the Code and Section 206(d)(3)(B) of ERISA.

     2.52 “ Qualified Employer Contribution ” shall mean contributions made by the Employer and elected under Section 6.01 to be treated as Qualified Employer Contributions.

     2.53 “ Qualified Employer Contribution Account ” shall mean an account established for a Participant for the purpose of receiving Qualified Employer Contributions made by the Employer to the Plan pursuant to Section 6.01.

     2.54 “ Required Beginning Date ” shall mean April 1 following the close of the calendar year in which the Participant or former Participant attains age 70 ¹ / 2 , except that a Participant who is not a five percent (5%) owner may select one of the options set forth in Section 9.08. This Section 2.54 is effective January 1, 1997.

     2.55 “ Rollover Account ” shall mean an account established for an Employee for the purposes of receiving a rollover contribution made to the Plan in accordance with the terms of Section 15.01 or an account established for the purpose of receiving a trustee to trustee transfer made in accordance with the terms of Section 15.02.

     2.56 “ Service and Credited Service ” Service shall mean the period of Participant’s employment considered for determining eligibility or vesting (the Plan does not have a vesting schedule). Credited Service shall mean the period of Participant’s employment considered for Elective Deferrals or Matching Contributions.

     2.57 “ Spouse ” shall mean the spouse or surviving spouse of the Participant, provided that a former spouse, to the extent provided under a Qualified Domestic Relations Order as described in Section 414(p) of the Code, will be treated as the spouse or surviving spouse.

     2.58 “ Stock Rights ” shall mean any options, rights, warrants or other interests in common stock which are granted issued or exchanged with respect to Common Stock pursuant to action taken by the Board of Directors of the Company.

     2.59 “ Trust or Trust Fund ” shall mean the assets of the Plan and Trust as shall exist from time to time.

     2.60 “ Trustee ” shall mean The Huntington National Bank or any successor hereunder.

     2.61 “ Valuation Date ” shall mean each business day of the Plan Year that the New York Stock Exchange is open for trading or such other date or dates deemed necessary or appropriate by the Administrator.

     2.62 “ Year of Service ” shall mean a period of twelve (12) months commencing on the date an Employee first performs an Hour of Service, or any anniversary thereof, during which the Employee performs at least one (1) Hour of Service.

ARTICLE III

Eligibility and Participation

     3.01 Eligibility Requirements .

An Employee, other than those Employees excluded under the provisions of this Section and Section 2.25 herein, shall become eligible to participate in the Plan on the Initial Entry Date; provided the Employee is employed on such Date, following the date on which the Employee attains age 21 and completes six (6) consecutive months of employment commencing on the date such Employee first performs an Hour of Service. Ineligible Employees may participate in the Plan only if their participation is required to meet the minimum coverage requirements under Section 410(b) of the Code. An Employee otherwise eligible, who is in an ineligible class of Employees, shall be eligible to participate in the Plan on the next Initial Entry Date after becoming a member of an eligible class.

If an Employer shall acquire employees pursuant to a corporate merger, or the purchase of assets of another company as a going concern or otherwise, the Company may, by action of its Board of Directors, exclude from participation all or part of such employees by designating groups of employees such as employees of an acquired corporation, employees of a division, business unit, branch, facility or location as ineligible Employees. The Administrative Committee shall maintain a record of the groups of employees excluded at Schedule B.

Notwithstanding the above, effective January 1, 2000, participation in the Plan is voluntary and may be commenced by an Employee who has met the eligibility requirements of Section 3.01 as of any Initial Entry Date, Special Entry Date or Entry Date. To participate, an eligible Employee must make an enrollment election on a Contribution Agreement form, at the time, and in the manner as prescribed by the Committee. A Contribution Agreement must be received prior to any Entry Date (including Special or Initial Entry Dates) on which the Employee desires to begin participation in the Plan. An Employee who has recommenced participation in the Plan as set forth in Sections 3.03 below, shall complete a Contribution Agreement as soon as administratively reasonable following his reemployment.

     3.02 Application for Participation .

Participation in the Plan is voluntary and may be commenced or recommenced by an Employee who has met the eligibility requirements of Section 3.01 as of any Initial Entry Date or Entry Date.

To participate, an eligible Employee must make an enrollment election on a Contribution Agreement form, at the time, and in the manner as prescribed by the Committee. A Contribution Agreement must be received prior to the Initial Entry Date or Entry Date on which the Employee desires to begin participation in the Plan.

     3.03 Reemployment Prior to Break in Service (Eligibility) .

If an Employee who has met the eligibility requirements of Section 3.01 terminates employment and subsequently resumes employment prior to incurring a Break in Service, the rehired Employee shall continue to be eligible to participate in the Plan as of the next following Entry Date. If an Employee who has not met the eligibility requirements of Section 3.01 terminates employment and subsequently resumes employment prior to incurring a Break in Service, the rehired Employee shall be eligible to participate in the Plan on the Initial Entry Date, if employed on that date, coincident with or immediately following the date, on which such Employee meets the eligibility requirements of Sections 3.01 and 3.02 hereof, provided, however, the completion of six (6) months of employment within any Year of Service will be treated as six (6) consecutive months of employment for the purpose of satisfying the eligibility requirements of Section 3.01.

Notwithstanding the above, effective January 1, 2000, if an Employee who has met the eligibility requirements of Section 3.01 terminates employment and subsequently resumes employment, the rehired eligible Employee shall re-enter the Plan immediately on the Date of his reemployment (Special Entry Date). If an Employee who has not met the eligibility requirements of Section 3.01 terminates employment and subsequently resumes employment prior to incurring a Break in Service, the rehired Employee shall be eligible to participate in the Plan on the Initial Entry Date, if employed on that date, coincident with or immediately following the date, on which such Employee meets the eligibility requirements of Sections 3.01 and 3.02 hereof, provided, however, the completion of six (6) months of employment within any Year of Service will be treated as six (6) consecutive months of employment for the purpose of satisfying the eligibility requirements of Section 3.01.

     3.04 Reemployment After Break in Service .

If an Employee who has met the eligibility requirements of Section 3.01 terminates his employment and is reemployed after incurring a Break in Service, the rehired Employee shall again become eligible to participate in the Plan as of the Entry Date immediately following the date on which he again satisfies the eligibility requirements of Sections 3.01 and 3.02 hereof.

Effective January 1, 2000, Section 3.04 is deleted. This Section is designated “Reserved.”

     3.05 Month of Employment .

For purposes of this Article III, “month of employment” means a full calendar month in which an Employee completes an Hour of Service.

     3.06 Predecessor Employer .

If an Employer shall acquire persons in its employ incident to a corporate merger, or the purchase of assets of another company as a going concern or otherwise; and if such employees become Eligible Employees hereunder by resolution of the Board of Directors of the Company and the Employer, if necessary, the employees period of employment with their “predecessor” employer shall be considered as employment for purposes of determining Service; or Credited Service

hereunder to the extent required by law unless the Boards provide otherwise. Such other provisions are noted on Schedule B. Necessary supplemental data with respect to noted provisions will be maintained as a part of the Plan records.

ARTICLE IV

Employer Contributions

     4.01 Employer Contributions .

The Employer shall not be required to make contributions to the Plan except for Elective Deferrals made on behalf of Participants, as described in Section 5.02, Matching Contributions as described in Section 4.02, or as required in the event the Plan is Top-Heavy pursuant to the provisions of Article XIV, or as provided for in Article VI.

     4.02 Matching Contributions for Elective Deferrals .

The Employer shall make Matching Contributions to the Plan equal to one hundred percent (100%) of the Elective Deferrals made by a Participant pursuant to Section 5.02. Provided, however, such Matching Contribution shall not be made on Elective Deferrals which exceed three percent (3%) of the Participant’s Compensation.

The Employer shall make additional Matching Contributions to the Plan equal to fifty percent (50%) of the Elective Deferrals made by a Participant pursuant to Section 5.02 to the extent that such Elective Deferrals exceed three percent (3%) but do not exceed five percent (5%) of the Participant’s Compensation.

Such Matching Contributions shall be fully vested and nonforfeitable at all times.

Matching Contributions may be made by the Employer concurrently with payments to the Trustee of the Elective Deferrals required under Section 5.02, provided, however, such Matching Contributions shall be made no later than the time prescribed by law for filing the Employer’s Federal income tax return (including extensions) for the taxable year with respect to which the Matching Contributions are made. Matching Contributions may be made in the form of cash or Company Stock, or a combination thereof.

     4.03 Limitations on Allocations .

(a) General Limitation . Notwithstanding any other provisions of this Plan, the aggregate Annual Addition to a Participant’s Account under this Plan and all other defined contribution plans (as defined in Section 414(i) of the Code) of the Employer covering such Participant shall not exceed the Maximum Permissible Amount.

(b) Disposition of Excess Amount . The Employer shall not contribute an amount to the Plan which would cause the Annual Addition to any Participant’s Account to exceed the Maximum Permissible Amount. Excess Amount, for purposes of this section shall mean the excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.

However, if the Annual Addition to any Participant’s Account exceeds the Maximum Permissible Amount due to allocation of forfeitures, a reasonable error in estimating Compensation, a

reasonable error in determining the amount of Elective Deferrals (within the meaning of section 402(g)(3)) that may be made with respect to any individual under the limits of Code Section 415, any contributions made by the Participant for the Plan Year, to the extent of the excess, shall be returned to the Participant. If, after returning such contributions to the Participant, an excess still exists, such excess shall be reallocated to all other eligible Participants in the same manner that the initial allocation of the Employer contribution was made. If an excess cannot be reallocated to any Participant’s Account without exceeding the Maximum Permissible Amount, any amount that remains unallocated shall be held in a holding account and administered as described in this Section 4.03.

The amount in such holding account shall be reallocated as an Employer contribution to the Accounts of Participants in the next Limitation Year and, if necessary, in succeeding Limitation Years. No profits or losses attributable to the assets of the Trust shall be allocated to such holding account. The Employer shall not make any contributions to the Plan and the Plan shall not accept any Participant contributions that would constitute Annual Additions until all amounts held in such holding account are allocated to Participants’ Accounts in succeeding Limitation Years. Notwithstanding the foregoing, the otherwise permissible Annual Addition for any Participant under this Plan may be further reduced to the extent necessary, as determined by the Administrator, to prevent disqualification of the Plan under Section 415 of the Code, which imposes additional limitations on the benefits payable to Participants who also may be participating in another tax qualified pension, profit sharing, savings or stock bonus plan of the Employer. The Administrator shall advise affected Participants of any such additional limitation on their Annual Additions.

(c) More than One Defined Contribution Plan .

This Section applies if, in addition to this Plan, the Participant is covered under another qualified defined contribution plan maintained by the Employer, a welfare benefit fund, as defined in Section 419(e) of the Code maintained by the Employer, or an individual medical account, as defined in Section 415(1)(2) of the Code, maintained by the Employer, which provides an Annual Addition during any Limitation Year. If the Annual Additions with respect to the Participant under other defined contribution plans and welfare benefit funds maintained by the Employer are less than the Maximum Permissible Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to the Participant under such other defined contribution plans and welfare benefit funds in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Account under this Plan for the Limitation Year. If as a result of the allocation, a Participant’s Annual Additions under this Plan and such other plans would result in an excess amount for a Limitation Year, the excess amount will be deemed to consist of the Annual Additions last allocated, except that Annual Additions attributable to a welfare benefit fund or individual medical account will be deemed to have been allocated first regardless of the actual allocation date. If an Excess Amount was allocated to a Participant on an allocation date of this Plan, which coincides with an allocation date of another plan, the Excess Amount will be attributed as of such date to this Plan.

(d) Defined Benefit/Defined Contribution Limitation .

Effective for Plan years prior to the Plan year beginning January 1, 2000, the contributions to this Plan for any Participant who is also a member of the Huntington Bancshares Retirement Plan (or any other defined benefit plan of the Employer) shall be limited to the extent necessary to prevent the sum of Fractions A and B below, computed as of the end of the Plan Year, from exceeding 1.0. In the event the sum of the Fractions exceeds 1.0, a Participant’s benefit under the Huntington Bancshares Retirement Plan (or any other defined benefit plan of the Employer) will be reduced to the extent necessary to prevent the sum of the Fractions from exceeding 1.0.

(a) the maximum dollar limit for such year times 1.25; or

(b) the percentage of total Compensation limit for such year times 1.4.

(a) the maximum dollar limit for each such year times 1.25; or

(b) the amount determined under the percentage of total Compensation limit for such year times 1.4.

“ Compensation ,” solely for purposes of this Section 4.03 shall mean Compensation as defined in Section 2.15.

     4.04 Return of Contributions .

All contributions made by the Employer are made for the exclusive benefit of the Participants and their beneficiaries. Notwithstanding the foregoing, amounts contributed to the Trust by the Employer pursuant to this Article IV shall be returned to the Employer under the circumstances and subject to the limitations set forth herein:

(a) Disallowance of Deduction . To the extent that a Federal income tax deduction is disallowed for any contribution made by the Employer, the Trustee shall refund to the Employer the amount of such contribution disallowed within one (1) year of the date of such disallowance upon presentation of evidence of disallowance.

(b) Mistake of Fact . Any contribution made by the Employer because of a mistake shall be returned to the Employer within one (1) year of the contribution.

ARTICLE V

Participant Contributions

     5.01 Employee After-Tax Contributions .

Employee After-Tax Contributions to the Plan are not permitted effective April 1, 1998. An Employee After-Tax Contribution Account, however, will be maintained for Employee After-Tax Contributions (matched and non-matched) made to the Plan prior to April 1, 1998.

     5.02 Elective Deferral Contributions .

(a) Amount . Each Participant may, but shall not be required to, authorize the Employer to deduct and withhold from such Participant’s Compensation an amount, in any integral percentage, not to exceed fifteen (15) percent (15%) of such Employee’s Compensation and to contribute such amount to the Trust Fund on a before-tax basis, subject to the limitation of Section 5.03. Such Elective Deferral Contribution shall be held in the Participant’s Elective Deferral Account and shall be fully vested and non-forfeitable at all times.

In no event, however, will a Participant be permitted to make a contribution for any year to the extent that the portion of his contribution which counts (for ceiling purposes) as an Annual Addition to all of his accounts in all individual account plans with the Employer, when added to the Employer contributions, Matching Contributions, and forfeitures credited to his Account, causes the Annual Additions to his Account to exceed the Maximum Permissible Amount.

(b) Deposits . Amounts withheld shall be contributed to the Trustee within a reasonable period of time after the amount was withheld.

(c) Contribution Agreement . An initial Contribution Agreement shall be effective as soon as practicable after the date the Employee is first eligible to participate.

(i) A Contribution Agreement may be modified at any time during each calendar month, provided that modifications received by the Administrator on or before the last day of each calendar month shall be effective on the first day of the month next following the date the modification is filed. Where the Administrator has received more than one such modification, the modification received last will be the one followed by the Administrator.

(ii) A Participant may suspend his contributions to the Plan at any time. A Participant who has suspended his Elective Contributions shall be entitled to recommence his Elective Contributions as of the first day of any subsequent month and in accordance with subparagraph (i) above. A Participant who wishes to suspend his Elective Contributions must make an election of such suspension with the Committee prior to the first pay period with respect to which such suspension is to be effective.

(iii) The Employer may amend or terminate any Contribution Agreement on written notice to the Participant.

(d) Tax Treatment . In accordance with Section 401(k) of the Code, all amounts withheld from a Participant’s Compensation and contributed to such Participant’s Elective Deferral Account shall not be included in the gross income of the Participant for Federal income tax purposes and shall be deemed for tax purposes to be an Employer contribution to the Plan.

     5.03 Annual Elective Deferral Limitation .

In no event may the sum of the Employee Elective Deferrals withheld under the Contribution Agreement plus any supplemental withholding on behalf of any Participant to the Plan (or to any other plan maintained by the Employer) exceed the dollar limitation contained in Section 402(g) of the Code (“Section 402(g) Limit”) for any taxable year of the Participant. If the Employer determines that the Elective Deferrals of any Employee for a calendar year would exceed the Section 402(g) Limit for the calendar year, the Employer shall not make any additional Elective Deferrals with respect to that Employee for the remainder of such calendar year, shall pay in cash to the Employee any amounts which would cause the Elective Deferrals to exceed the Section 402(g) Limit, and the Trustee shall distribute the amount in excess of the Section 402(g) Limit (the “Excess Elective Deferrals”), as adjusted for allocable income or loss, no later than April 15 of the following year. The Employer or the Trustee shall determine the amount of income or loss allocable to the Employee’s Excess Elective Deferrals. The Committee may use any reasonable method for computing the income allocable to Excess Elective Deferrals, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants Accounts, provided, however, that no income or loss attributable to such excess for the period from the end of the Plan Year to the date of return need be calculated for a distribution adjustment. If the Trustee distributes the Excess Elective Deferrals by the appropriate April 15, it may make the distribution irrespective of any other provision under this Plan or the Code.

If an Employee participates in another plan under which he makes elective deferrals pursuant to Section 401(k) of the Code, elective deferrals under a simplified employee pension, or salary reduction contributions to a tax sheltered annuity, irrespective of whether the Employee maintains the other plan, the Employee may assign to this Plan any Excess Elective Deferrals made during a taxable year of the Participant by providing the Employer a written claim for excess deferrals made for a calendar year. The eligible Employee must submit the claim no later than the March 1 following the close of the individual’s taxable year and the claim shall specify the amount of the Employee’s Elective Deferrals under this Plan which are excess deferrals. If the Employer receives a timely claim, it shall direct the Trustee to distribute to the Employee the excess deferral, as adjusted for allocable income or loss, which the Employee has assigned to this Plan in accordance with the distribution procedure described in the immediately preceding paragraph.

ARTICLE VI

Provisions Relating to the Nondiscrimination
Provisions of Code Sections 401(k) and 401(m)

     6.01 Section 401(k) Nondiscrimination Provisions .

(a) It is intended that the Plan be qualified under Sections 401(a) and 401(k) of the Code. In order to effect this purpose of the Plan, the Committee shall, from time to time, during each Plan Year compute the Actual Deferral Percentage, as defined in Section 2.04, for all eligible Employees who are in the HC Group and for all other eligible Employees in the NHC Group based upon contributions to the Plan for the Plan Year to date. Based upon such computations, the Committee shall determine whether the Plan can be expected to satisfy the nondiscrimination requirements set forth in Section 6.01(b) below. In the event that the Committee, in its sole discretion, determines that such contributions will not, or do not, satisfy such requirements, the Committee shall, in order to assure qualification of the Plan, take one or more of the following actions:

(i) Restriction on Elective Contributions . Refuse to accept on an equitable basis part or all of the Elective Contributions from Participants included in the HC Group for part or all of the remainder of the Plan Year. In taking such action, the Committee shall reduce the Elective Contributions of participants in the HC Group on an equitable basis in an amount necessary to satisfy the nondiscrimination requirements.

(ii) The Plan does not allow After Tax Contributions subsequent to March 31, 1998 and therefore this Part (ii) is only effective with respect to contributions made before April 1, 1998 . The Committee also shall be authorized to refund or recharacterize as Employee After-Tax Contributions (to the extent allowed by law) Elective Contributions made by Participants in the HC Group in an amount which the Committee deems necessary to satisfy the nondiscrimination requirements. Recharacterized amounts will remain nonforfeitable and subject to the same distribution requirements as Elective Contributions. Amounts may not be recharacterized by a Highly Compensated Employee to the extent that such amount in combination with other Employee After-Tax Contributions made by that Employee, if any, would exceed any stated limit under the Plan on Employee After-Tax Contributions.

Recharacterization must occur no later than two and one-half months after the last day of the Plan Year in which such Excess Contributions arose and is deemed to occur not earlier than the date the last Highly Compensated Employee is informed in writing of the amount recharacterized and the consequences thereof. Recharacterized amounts will be taxable to the Participant for the Participant’s tax year in which the Participant would have received them in cash.

(iii) Distribution . Notwithstanding any other provision of this Plan, Excess Contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Contributions were allocated for the preceding Plan Year. Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of contributions taken into account in calculating the ADP test for the

year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such contributions and continuing in descending order until all the Excess Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Contributions. If such excess amounts are distributed more than two and one-half (2-1/2) months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Employer maintaining the plan with respect to such amounts. Such distributions shall be made to Highly Compensated Employees on the basis of the respective portions of the Excess Contributions attributable to each of such Employees.

(iv) Accounting . Excess Contributions shall be distributed from the Participant’s Elective Deferral Account and Qualified Employer Contribution Account (if applicable) in proportion to the Participant’s Elective Deferrals and Qualified Employer Contributions (to the extent used in the ADP test) for the Plan Year. Excess Contributions shall be treated as Annual Additions under the Plan.

(v) Determination of Income or Loss . Excess Contributions shall be adjusted for any income or loss up to the date of distribution; provided, however, that no income or loss attributable to such excess for the period form the end of the Plan Year to the date of return need be calculated for a distribution adjustment. The Plan will use a reasonable method for computing the income or loss applicable to Excess Contributions, provided that the method used will be consistent for all Participants and for all corrective distributions under the Plan for the Plan Year.

(vi) In lieu of distributing Excess Contributions as provided above, the Employer, in its discretion, may make Qualified Employer Contributions on behalf of the NHC Group that are sufficient to satisfy either of the Actual Deferral Percentage tests under Section 6.01(b) below. Allocations of Qualified employer Contributions to each Nonhighly Compensated Employee’s Account shall be made in the ratio in which each Nonhighly Compensated Employee’s Compensation bears to the total compensation of all Nonhighly Compensated Employees.

(b) Actual Deferral Percentage Test . The Actual Deferral Percentage for Participants who are Highly Compensated Employees for each Plan Year and the Actual Deferral Percentage for Participants who are Nonhighly Compensated Employees for the same Plan Year must satisfy one of the following tests:

(i) The Actual Deferral Percentage for the HC Group for the Plan Year does not exceed the Actual Deferral Percentage for the NCH Group for the same Plan Year multiplied by 1.25; or

(ii) The Actual Deferral Percentage for the HC Group for the Play Year does not exceed the Actual Deferral Percentage for the NHC Group for the same Plan Year multiplied by 2.0, provided that the Actual Deferral Percentage for the HC Group does not exceed the Actual Deferral Percentage for the NHC Group by more then two (2) percentage points.

(c) Special Definitions and Additional Requirements

(i) The term “ Actual Deferral Percentage ” or “ ADP ” shall mean a percentage which is calculated separately with respect to the HC Group and the NHC Group for each Play Year as set forth in Section 2.04.

The arithmetic average of all of the percentages determined under Section 2.04 for each Employee in the respective group shall be the Actual Deferral Percentage for the group.

When performing the “ADP” test the Committee must use a definition of compensation that satisfies Section 414(s) of the Code.

(ii) The term “ Excess Contribution ” shall have the meaning, set forth in Section 2.31.

(iii) The ADP for any Participant in the HC Group for the Plan Year who is eligible to have Elective Deferrals (and Qualified Employer Contributions treated as Elective Deferral Contributions for purposes of the ADP test) allocated to his accounts under two or more arrangements described in Section 401(k) of the Code, that are maintained by the Employer, shall be determined as if such Elective Deferrals (and, if applicable, such Qualified Employer Contributions) were made under a single arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different Plan Years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement.

(iv) In the event that this Plan satisfies the requirements of Sections 401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such sections of the Code only if aggregated with this Plan, then this section shall be applied by determining the ADP of Participants as if all such plans were a single plan. Plans may be aggregated in order to satisfy Section 401(k) of the Code only if they have the same Plan Year.

(v) The Employer elects to use current Plan Year data for the NHC Group and HC Group to satisfy the nondiscrimination requirements of Code Section 401(k).

(vi) The determination and treatment of the ADP amounts of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

     6.02 Section 401(m) Nondiscrimination Provisions .

(a) It is intended that the Plan be qualified under Section 401(a) and 401(m) of the Code. In order to effect this purpose of the Plan, the Committee shall from time to time during each Plan Year compute the Actual Contribution Percentage, as defined below, for all eligible Employees who are in the HC Group and for all other eligible Employees in the Nonhighly Group based upon contributions to the Plan for the Plan Year to date. Based on such computations, the Committee shall determine whether the Plan can be expected to satisfy the nondiscrimination requirements set forth in Section 6.02(b) below. In the event that the Committee, in its sole discretion, determines

that such contributions will not, or do not, satisfy such requirement, the Committee shall, in order to assure qualification of the Plan take one or more of the following actions:

(i) Restriction on Matching Contributions . The Committee shall be authorized to reallocate or forfeit (to the extent allowed by law) Matching Contributions made on behalf of Participants in the HC Group in an amount which the Committee deems necessary to satisfy the nondiscrimination requirements.

(ii) Distributions . Notwithstanding any other provision of this Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, which relate to Excess Deferrals, Excess Contributions or Excess Aggregate Contributions shall be forfeited. Forfeitures of Excess Aggregate Contributions shall be applied to reduce Employer Contributions. Excess Aggregate Contributions are allocate to the Highly Compensated Employees with the largest Contribution Percentage Amounts taken into account in calculating the ACP test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Contribution Percentage Amounts and continuing in descending order until all the Excess Aggregate Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Aggregate Contributions.

(iii) Determination of Income or Loss . Excess Aggregate Contributions shall be adjusted for any income or loss up to the date of forfeiture; provided, however, that no income or loss attributable to such excess for the period from the end of the Plan Year to the date of forfeiture need be calculated. The Plan will use a reasonable method for computing the income or loss applicable to Excess Aggregate Contributions, provided that the method used will be consistent for all Participants and for all corrective distributions under the Plan for the Plan Year.

(iv) In lieu of distributing excess Matching Contributions as provided above, the Employer may make Qualified Employer Contributions on behalf of the NHC Group that are sufficient to satisfy either of the Actual Contribution Percentage tests under Section 6.02(b). For this part, Qualified Employer Contributions shall have the meaning as set forth in Section 2.52. Allocations of Qualified Employer Contributions to each Nonhighly Compensated Employee’s Account shall be made in the ratio in which each Nonhighly Compensated Employee’s Compensation bears to the total Compensation of all Nonhighly Compensated Employees.

(b) Actual Contribution Percentage . The Actual Contribution Percentage for Participants who are Highly Compensated Employees for each Plan Year and the Actual Contribution Percentage for Participants who are Nonhighly Compensated Employees for the same Plan Year must satisfy one of the following tests:

(i) The Actual Contribution Percentage for the HC Group for the Plan Year shall not exceed the Actual Contribution Percentage for the NHC Group for the same Plan year multiplied by 1.25; or

(ii) The Actual Contribution Percentage for the HC Group for the Plan year is not more than the lesser of the Actual Contribution Percentage for the NHC Group plus two percentage points, or the Actual Contribution Percentage for the NHC Group for the same Plan Year multiplied by 2.0.

Multiple Use . To prevent the multiple use of the alternative method described in the foregoing paragraph (ii) and Code Section 401(m)(9)(A), any Highly Compensated Employee eligible to make Elective Deferrals under this Plan or to make elective deferrals pursuant to any other plan maintained by the Employer or a related employer (within the meaning of sections 414(b), (c), (m), or (o) of the Code) or to receive matching Contributions under this Plan or to receive matching contributions under any plan maintained by the Employer or a related employer shall have his Actual Deferral Percentage or his Actual Contribution Percentage reduced pursuant to Regulation §1.401(m)-2, (proposed or final) Internal Revenue Code Notice 88-127 and Internal Revenue Procedure 89-65.

(c) Special Definitions and Additional Requirements . For purposes of the foregoing tests the following shall apply:

(i) The term “ Actual Contribution Percentage ” or “ ACP ” shall mean a percentage which is calculated separately with respect to the HC Group and the NHC Group for each Plan Year as set forth in Section 2.18.

The arithmetic average of all of the percentages determined under Section 2.18 for each Employee in the respective group shall be the Actual Contribution Percentage for the group.

When performing the “ACP” test the Committee must use a definition of compensation that satisfies Section 414(s) of the Code.

(ii) The term “ Excess Aggregate Contributions ” shall have the meaning set forth in Section 2.30.

(iii) For purposes of this section, the Contribution Percentage for any Participant who is a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to his or her account under two or more plans described in Section 401(a) of the Code, or arrangements described in Section 401(k) of the Code that are maintained by the Employer, shall be determined as if the total of such Contribution Percentage Amounts was made under each plan.

(iv) In the event that this Plan satisfies the requirements of Sections 401(m), 401(a)(4), or 410(b) of the Code only if aggregated with one or more other plans, or if one or more plans satisfy the requirements of such sections of the Code only if aggregated with this Plan, then this section shall be applied by determining the Contribution Percentage of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Section 401(m) of the Code only if they have the same Plan Year.

(v) The Employer elects to use current Plan Year data for the NHC Group and the HC Group to satisfy the nondiscrimination requirement of Code Section 401(m).

(vi) The determination and treatment of the ACP amounts of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

     6.03 Alternative Method of Meeting Nondiscrimination Requirements . Effective January 1, 1999, the Plan will fulfill the nondiscrimination requirements of Code Sections 401(k) and (m) by satisfying the safe harbor requirements of Code Section 401(k)(12). Effective January 1, 1999, the provisions of this Article VI inconsistent with safe harbor compliance pursuant to Code Section 401(k)(12) are suspended. The Committee shall arrange for notice to Employees and take such action as it considers appropriate to implement Section 401(k)(12). In addition, amounts allocated to Participants Matching Contribution Account for periods after April 1, 1998, will be subject to the same withdrawal limitations as apply to Participants Elective Deferral Accounts (Code Section 401(k)(2)(B)).

ARTICLE VII

Participant Accounts

     7.01 Accounts .

The Administrator will establish and maintain (or cause the Trustee to establish and maintain) for each Participant, such Accounts as are necessary to carry out the purposes of this Plan.

     7.02 Valuation of Trust Fund .

The Trustee, as of the Valuation Date, shall determine the net worth of the assets of the Trust Fund, and shall report such values to the Administrator in writing. In determining such net worth, the Trustee shall value the assets of the Trust Fund at their fair market values as of such Valuation Date, and shall adjust the net worth of the assets for accrued expenses that are the Plan’s responsibility.

     7.03 Adjustment of Accounts .

As of each Valuation Date, each Account will be adjusted to reflect the fair market value of the assets allocated to the Account. In so doing,

(a) each Account balance will be increased by the amount of contributions, income and gain allocable to such Account since the prior Valuation Date; and

(b) each Account balance will be decreased by the amount of distributions from the Account and expenses and losses allocable to the Account since the prior Valuation Date.

     7.04 Participant Investment of Accounts .

(a) ERISA Section 404(c) .

Subject to the effective dates set forth in this Section 7.04, all Accounts under the Plan shall be invested in one or more investment options made available from time to time by the Committee for this purpose. Among the options shall be the Company Stock Fund described at Section 11.05. The Plan is intended to be an “ERISA §404(c) plan” within the meaning of regulations issued pursuant to such section. Participants shall have the opportunity to give investment instructions to the Administrator (with an opportunity to obtain written confirmation of such instructions) as to the investment of contributions made on his or her behalf among the investment options. The Administrator shall be obligated to comply with such instructions except as otherwise provided in the ERISA §404(c) regulations. The Administrator shall prescribe the form and manner in which such directions shall be made, as well as the frequency with which such directions may be made or changes, and the dates as of which they shall be effective, in a manner consistent with the foregoing. In addition, the Administrator may establish procedures to implement investment direction by Participants and compliance with ERISA §404(c). The Administrator shall be the

fiduciary identified to furnish the information contemplated by ERISA §404(c), but may designate on its behalf another person or entity to provide such information or to perform any of the obligations of the Administrator under this Section 7.04. Notwithstanding the above, a Participant’s right to direct the investment of his Account may be suspended during administratively reasonable periods as determined by the Committee.

Notwithstanding the above, the first sentence of this Section 7.04 is amended in its entirety to read as follows effective January 17, 2001: Subject to the effective dates set forth in this Section 7.04, all Accounts under the Plan shall be invested in one or more investment options made available from time to time by the Committee or the Company for this purposes.

Notwithstanding the above paragraph, effective April 19, 2001, the first sentence of this Section 7.04 is amended to read as follows: All Accounts under the Plan shall be invested in one or more investment options made available from time to time by the Company for this purpose.

(b) Administration .

Participants may give the Administrator investment instructions from time to time on a daily basis (effective on days that the New York Stock Exchange is open). Instructions shall be carried out as soon as administratively feasible. Instructions may be made by direct written or telephonic communication between the Participant and the Administrator or between the Administrator and persons designated by the Administrator. Allocations among investment options must be expressed in multiples of ten percent (10%).

If a Participant fails to direct the investment of this Account, or a portion thereof, the Trustee, shall have the right to direct the investment of the Account, or portion thereof, until such time as the Participant elects to direct the investment of his Account, or portion thereof.

Reasonable charges and fees (including fees described at Section 11.12) which are related to an individual Participant’s investment activities, may be charged to the Participant’s Account. The Administrator shall determined the manner in which fees are allocated and paid.

(c) Effective Dates .

This Section 7.04 shall be effective April 1, 1998 with respect to amounts contributed to the Plan as Elective Deferrals and Matching Contributions for periods beginning April 2, 1998.

Effective April 1, 1998 Participant Accounts (other than amounts contributed beginning April 2, 1998) will be divided into ten equal parts. One part will become available for Participant direction April 1, 1998, thereafter an additional part shall become available for Participant direction on the first day of May through December 1998 and January 1, 1999. This phase-in is cumulative and Participant investment elections shall apply to all parts available for Participant direction.

ARTICLE VIII

Vesting

     8.01 Fully Vested Accounts .

A Participant’s interest in his total Account shall be fully vested and nonforfeitable at all times.

ARTICLE IX

Payment of Benefits

     9.01 When Payable .

A Participant’s entire vested Account shall be distributed to him, or in the event of his death to his beneficiary, upon the first to occur of his termination of employment by reason of his separation from service, death, Disability or retirement at or after attaining Normal Retirement Age. Effective January 1, 1998, in the event the value of the Participant’s account exceeds $5,000 (or at the time of any prior distributions exceeded $5,000) no such distribution shall be made prior to a Participant’s death or attainment of age 65, without the Participant’s consent. For distributions made after March 22, 1999, the Company is not required to look back to determine if the Account balance ever exceeded $5,000.

A Participant’s Account shall be payable to an alternate payee at such times as may be specified in a Qualified Domestic Relations Order as both of such terms are defined in Section 414 of the Code.

In no event may any distribution of a Participant’s Elective Deferral Account or Qualified Employer Contribution Account or Matching Contribution Account be distributed to such Participant before his death, retirement, disability, termination of employment, (separation from service) or attainment of age 59 ¹ / 2 except as provided in Sections 9.05, 9.06 and 9.10 hereof.

All distributions required under this Article, if any, shall be determined and made in accordance with Section 401(a)(9).

     9.02 Manner of Payment .

(a) The Participant’s Accounts shall be payable in one lump sum payment in cash unless Participant’s Accounts are invested in the Company Stock Fund. Payments from the Company Stock Fund shall be made pursuant to paragraph (b) of this Article.

(b) Unless a Participant or his beneficiary (as applicable) elects otherwise, distributions from the Company Stock Fund will be made in cash equal to the value of a Participant’s Account attributable to shares of Common Stock, or a fractional interest in Stock Rights. Notwithstanding the above, a Participant or his beneficiary may elect distributions from the Company Stock Fund in whole shares of Common Stock or Stock Rights attributed to the Participant’s Account.

     9.03 Determination of Amount .

For purposes of this Article IX, the value of the Participant’s Accounts shall be determined as set forth below:

The value of distributions or withdrawals made pursuant to requests received by the Administrator between the first day of any month and the 15th day of any month shall be determined on the Valuation Date occurring as soon as administratively practicable following the date on which the request is received. The value of distributions or withdrawals made pursuant to requests received by the Administrator between the 16th day of any month and the last day of any month shall be determined on the Valuation Date occurring as soon as administratively practicable following the date on which the request was received.

     9.04 Time of Payment .

Any distribution provided under Section 9.01 shall be made as soon as administratively reasonable after the earlier of the Participant’s termination of employment (or the filing of a written consent to such distribution, if applicable), death, Disability or retirement at or after attaining Normal Retirement Age.

Notwithstanding the above, unless the Participant or Spouse elects otherwise, distribution of benefits will begin no later than the sixtieth (60th) day after the latest of the close of the Plan Year in which:

(1) the Participant attains age 65 (or Normal Retirement Age, if earlier);

(2) occurs the 10th anniversary of the year in which the Participant commenced participation in the Plan; or

(3) the Participant terminates service with the Employer.

If a distribution is one to which Sections 401(a)(11) and 417 of the Internal Revenue Code do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

(1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option) and,

(2) the Participant, after receiving the notice, affirmatively elects a distribution.

If Code Sections 401(a)(11) and 417 apply (as a result of plan mergers), a distribution may commence less than 30 days after the notice required under Section 417 of the Code if the Plan complies with the special notice provisions of regulations issued under Section 417 of the Code.

     9.05 Hardship Distributions .

Distribution of Elective Deferrals may be made to a Participant in the event of hardship. The Committee, in its sole discretion may also distribute from the Matching Contribution Account, matching contributions (but not earnings thereon) made on or after April 1, 1998, in the event a Participant requests such a distribution on account of hardship. For the purposes of this section,

hardship is defined as an “immediate and heavy” financial need of the Employee where such distribution is “necessary” because the Employee lacks other available resources. The portion of the Matching Contribution Account available for distribution as a hardship is Matching Contributions allocated to a Participant’s Matching Contribution Account with respect to periods after April 1, 1998. Earnings credited to a Participant’s Matching Contribution Account are not available for hardship distribution. The Committee’s decision to permit a hardship distribution shall be applied to all Participants in a uniform nondiscriminatory basis.

Hardship shall be determined based on the following rules:

(a) The following are the only financial needs considered “immediate and heavy:” deductible medical expenses (within the meaning of Section 213(d) of the Code) of the Employee, the Employee’s Spouse, children, or dependents; the purchase (excluding mortgage payments) of a principal residence for the Employee; payment of tuition for the next twelve (12) months of post-secondary education for the Employee, the Employee’s Spouse, children or dependents; or the need to prevent the eviction of the Employee from, or a foreclosure on the mortgage of, the Employee’s principal residence.

(b) A distribution will be considered as “necessary” to satisfy an immediate and heavy financial need of the Employee only if:

(i) The Employee has obtained all distributions, other than hardship distributions, and all nontaxable loans under all plans maintained by the Employer;

(ii) All plans maintained by the Employer provide that the Employee’s Elective Deferrals will be suspended for twelve (12) months after the hardship distribution is processed and distributed from the Plan;

(iii) The distribution is not in excess of the amount of an immediate and heavy financial need including the amount needed to pay taxes and penalties thereon, if requested; and

(iv) The distribution amount may include any amounts necessary to pay federal, state or local taxes or penalties reasonably anticipated to result from the distribution.

(v) In making a determination as to whether a distribution is necessary to satisfy a financial need, the Committee may reasonably rely upon the representation of a Participant that the need cannot be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by reasonable liquidation of personal assets, to the extent such action does not give rise to a financial hardship; (c) by cessation of Elective Deferrals under the Plan; and (d) by other available distributions, withdrawals or loans from plans maintained by the Employer or from other commercial entities on reasonable commercial terms. Among other things, funds to meet all or a portion of such needs shall be deemed to be available in the event a Participant may request a distribution from his other Accounts in the Plan pursuant to Section 9.06.

(c) A hardship distribution under this Section shall be withdrawn from the Participant’s Accounts in the following order: from the Matching Contribution Account as allocated to the Participant for periods after April 1, 1998 and then from the Elective Deferral Account.

Further, the Administrator may make a hardship distribution of an amount allocated to the Participant’s Matching Contribution Account only to the extent that the amount represents contributions allocated to the Account for more than twenty-four months immediately preceding the year of the distribution.

(d) Withdrawals made pursuant to this Section 9.05 will be made according to the policies and rules prescribed by the Committee with respect to self directed Accounts. Any distributions provided for under this Section 9.05 shall be made as soon as administratively reasonable.

     9.06 In-Service Distributions .

(a) At the election of the Participant or a former Participant, the Administrator, may distribute up to one hundred percent (100%) of the Participant’s Employee After-Tax Contribution Account.

(b) At the election of the Participant, the Administrator may distribute an amount then credited to the Participant’s Matching Contribution Account, minus the amount represented by Matching Contributions made in the twenty-four months immediately preceding the year of the distribution. Provided, however, all amounts allocated to the Participant’s Matching Contribution Account for periods after April 1, 1998, will not be subject to the distribution provisions of this Section.

(c) In the event that the Administrator makes a distribution as described above in subsection (a) or (b), the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any distribution made pursuant to this section shall be made in a manner consistent with this Article IX, including, but not limited to, all notice and consent requirements of Sections 411(a)(11) and 417 of the Code and the Regulations thereunder, if applicable.

(d) Withdrawals made pursuant to this Section 9.06 will be made according to the policies and rules proscribed by the Committee with respect to self-directed Accounts.

(e) A Participant, by giving prior written notice to the Committee, may withdraw all or any part of his Rollover Account attributable to rollover contributions. The Trustee in accordance with the direction of the Committee, will distribute that part of the Participant’s Rollover Account attributable to rollover contributions in accordance with the request of the Participant.

Effective April 1, 1998, Section 9.06 as set forth above is amended in its entirety to read as set forth below:

(a) At the election of the Participant or a former Participant, the Administrator may distribute up to one hundred percent (100%) to the Participant’s Employee After-Tax Contribution Account.

(b) At the election of the Participant, the Administrator may distribute an amount then credited to the Participant’s Matching Contribution Account, minus the amount represented by Matching Contributions made in the twenty-four months immediately preceding the year of the distribution. Provided, however, all amounts allocated to the Participant’s Matching Contribution Account for periods after April 1, 1998, will not be subject to the distribution provisions of this Section.

(c) In the event a Participant has attained the age of 59 ¹ / 2 , the Participant has a continuing election to receive all or any portion of his Account in the Plan.

(d) In the event that the Administrator makes a distribution as described above in subsection (a), (b) or (c), the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any distribution made pursuant to this section shall be made in a manner consistent with this Article IX, including, but not limited to, all notice and consent requirements of Sections 411(a)(11) and 417 of the Code and the Regulations thereunder, if applicable.

(e) Withdrawals made pursuant to this Section 9.06 will be made according to the policies and rules proscribed by the Committee with respect to self-directed Accounts.

(f) A Participant, by giving prior written notice to the Committee, may withdraw all or any part of his Rollover Account attributable to rollover contributions. The Trustee, in accordance with the direction of the Committee, will distribute that part of the Participant’s Rollover Account attributable to rollover contributions in accordance with the request of the Participant.

(g) Any distributions provided for under this Section 9.06 shall be made as soon as administratively reasonable.

(f) Any distributions provided for under this Section 9.06 shall be made as soon as administratively reasonable.

     9.07 Beneficiary Designation .

Upon the death of a Participant, his Account shall be paid to the beneficiary or beneficiaries designated by him. The designated beneficiary of a married Participant automatically shall be his spouse unless such spouse consents to the designation of another beneficiary or the Participant establishes to the satisfaction of the Committee that he has no spouse or that his spouse cannot be located. Spousal consent shall be given in writing, shall be witnessed by a Plan representative or a

notary public, and shall be filed with the Committee. If there is no designated beneficiary surviving at a Participant’s death, payment of the Participant’s account shall be made to his estate. A Participant may designate a new beneficiary or beneficiaries at any time by filing with the Committee a written request for such change on a form prescribed by it. Neither the Trustee, the Committee nor the Employer shall be liable by reason of any payment of the Participant’s Account made before receipt of such form designating a new beneficiary or beneficiaries.

     9.08 Mandatory Distributions .

Effective January 1, 1997, notwithstanding any other provision of this Article, the Required Beginning Date for a Participant who is a five percent (5%) owner as described in Section 416(i) of the Code is April 1 of the calendar year following the calendar year in which the Participant attains age 70 ¹ / 2 . The entire interest of a 5% owner Participant shall be distributed to him not later than the Required Beginning Date as described above.

A Participant who is not a five percent (5%) owner may select one of the following options:

(a) The Required Beginning Date is April 1 of the calendar year following the calendar year in which the Participant attains age 70 ¹ / 2 , or

(b) the Required Beginning Date is April 1 of the calendar year following the calendar year in which the Participant retires.

The election described in the preceding paragraph will be offered to any Participant attaining age 70 ¹ / 2 in years after 1995 by April 1 of the calendar year following the year in which the Participant attained age 70 ¹ / 2 , (or by December 31, 1997 in the case of a Participant attaining age 70 ¹ / 2 in 1996). If no such election is made the Participant will begin receiving distributions by the April 1 of the calendar year following the year in which the Participant attained age 70 ¹ / 2 (or by December 31, 1997 in the case of a participant attaining age 70 ¹ / 2 in 1996).

Any Participant attaining age 70 ¹ / 2 in years prior to 1997 may elect to stop distributions and recommence by the April 1 of the calendar year following the year in which the Participant retires. There is no new Annuity Starting Date upon recommencement.

     9.09 Notice of Rollover Treatment .

When a distribution is made to a Participant or beneficiary, such Participant or beneficiary shall be furnished with written information that includes a general description of the tax treatment available for such distribution if the distribution qualifies for either rollover treatment or taxation as a lump sum distribution under Section 402(e) of the Code.

     9.10 Other Distributable Amounts .

A Participant’s Elective Deferral Account, Qualified Employer Contribution Account or amount allocated to a Participant’s Matching Contribution Account for the period on or after April 1, 1998, may be distributed upon the occurrence of any of the following events:

(a) Termination of the Plan without the establishment of another defined contribution plan other than an employee stock ownership plan (as defined in Code Section 4975(e)(7)), simplified employee pension plan (as defined in Code Section 408(k) or a SIMPLE IRA Plan (as defined in Code Section 408(p).

(b) The disposition by the Employer to an unrelated corporation of substantially all of the assets (within the meaning of Section 409(d)(2) of the Code) used in a trade or business of the Employer if the Employer continues to maintain this Plan after the disposition, but only with respect to Employees who continue employment with the corporation acquiring such assets.

(c) The disposition by the Employer to an unrelated entity of the Employer’s interest in a subsidiary (within the meaning of Section 409(d)(3) of the Code) if the Employer continues to maintain this Plan, but only with respect to Employees who continue Employment with such subsidiary.

ARTICLE X

Named Fiduciary Powers and Responsibilities

     10.01 Allocation of Responsibility .

The Named Fiduciary shall have only those specific powers, duties, responsibilities, and obligations as are specifically given it under the Plan.

(a) The Company shall have the sole responsibility for making the contributions provided for hereunder and shall have the sole authority to appoint and remove the Trustee and the Administrator; to formulate the Plan’s “funding policy and method;” to amend or terminate, in whole or in-part, the Plan; and, effective April 19, 2001, to select the investment options available under the Plan.

(b) The Administrator shall have the responsibility for the administration of the Plan, which responsibility is specifically described in the Plan including the responsibility to construe any question of Plan interpretation, subject to the provisions of Section 10.02.

(c) The Trustee shall have the sole responsibility of management of the assets held under the Trust, all as specifically provided in the Plan and subject to Participant direction of investment in Section 7.04.

     10.02 Discretionary Authority .

In accordance with Section 503 of Title I of ERISA, the Named Fiduciary under the Plan has complete authority to make final determinations regarding eligibility and to review all denied claims for benefits under the Plan. In exercising its fiduciary responsibilities, the Named Fiduciary shall have absolute discretionary authority to determine whether and to what extent participants and beneficiaries are eligible to participate or are entitled to benefits, and to construe disputed or doubtful Plan terms. The Named Fiduciary shall be deemed to have properly exercised such authority unless it has abused its discretion hereunder by acting arbitrarily and capriciously. Unless specifically reserved by the Named Fiduciary, the Committee shall, as agent for the Named Fiduciary, exercise the discretionary authority granted by this paragraph.

ARTICLE XI

Trustee Powers and Responsibilities

     11.01 Basic Responsibilities .

The Trustee shall have the following categories of responsibilities:

(a) Consistent with the “funding policy and method” determined by the Company, to invest, manage, and control the Plan assets.

(b) At the direction of the Administrator, to pay benefits required under the Plan to be paid to Participants, or, in the event of their death, to their beneficiaries;

(c) To maintain records of receipts and disbursements and furnish to the Employer and/or Administrator for each Fiscal Year a written annual report pursuant to Section 11.10.

     11.02 Investment Powers and Duties .

Subject to Participant direction of investments as set forth in Section 7.04, the Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, stocks, common or preferred, bonds and mortgages, mutual funds, common trust funds including common trust funds and collective funds of the Trustee and/or any of its affiliates or other fiduciary and/or any of its affiliates, collective investment funds, and group annuity or deposit administration contracts and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors, the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the applicable law for trust investments; however, the Trustee shall give due regard to any limitations imposed by the Code or ERISA so that at all times the Plan may qualify as a qualified 401(k) profit sharing plan and trust.

By way of illustration but not limitation, the Trustee may invest the funds of the Trust in such securities and properties as it may determine and shall not be restricted by any applicable laws prescribing forms of property which may be held or acquired by a Trustee.

The Trustee may purchase Qualifying Employer Securities or Qualifying Employer Real Property from the Employer or from any other source. All such purchases must be made at fair market values.

     11.03 Direct Rollover of Eligible Rollover Distributions .

Notwithstanding any provisions of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

Definitions .

Eligible rollover distribution : An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities) and hardship distributions made after December 31, 1998 as described in Code Section 401(k)(E)(B)(I)(IV).

Eligible retirement plan : An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

Distributee : A distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the Spouse or former Spouse.

Direct rollover : A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

     11.04 Trustee to Trustee Transfers .

The Administrator may accept and receive assets in the form of cash or property transferred directly to the Plan by a trustee of another employee benefit plan qualified under Sections 401(a), 403(b) and 401(d) of the Code. The Administrator shall determine whether a proposed transfer to the Plan meets with the above requirements. Amounts so transferred to the Plan shall be credited to a Rollover Account which shall be fully vested and nonforfeitable at all times.

The Trustee shall accept and receive assets only with respect to Employees, including Employees who have not met the eligibility requirements of Section 3.01.

Provided, however, the Administrator shall not accept assets from the trustee of another employee benefit plan which is required to provide benefits in the form of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity pursuant to Section 401(a)(11) of the Code.

The Administrator may direct the Trustee to transfer the vested balance of a Participant’s Account directly to a trustee of another employee benefit plan qualified under Section 401(a) of the Code or an IRA qualified under Section 408 of the Code.

     11.05 Company Stock Fund .

(a) The Trustee shall maintain as an investment option a Company Stock Fund. This fund shall be primarily invested in Common Stock of Huntington Bancshares Incorporated. Cash dividends received on Common Stock shall also be invested by the Trustee in Common Stock.

(b) In the event Huntington Bancshares Incorporated or any Participant is, or will be, prohibited from trading in Common Stock under applicable state or federal security laws, the Trustee, at the direction of the Administrator, may (i) keep amounts contributed to the Plan and cash dividends in the form of cash under the same terms as set forth in Section 11.05(d), or (ii) appoint an independent agent for the Plan to purchase shares of Common Stock on behalf of the Plan during such periods, to the extent permitted under applicable state or federal laws.

Notwithstanding the above Sections 11.05(a) and (b), effective December 13, 2000, (a) and (b) above are amended in their entirety as follows:

(a) The Trustee shall maintain, as an investment option, a Company Stock fund. Cash dividends received on Common Stock shall be distributed pursuant to Section 17.04.

(b) In the event Huntington Bancshares Incorporated or any Participant is, or will be prohibited from trading in Common Stock under applicable state or federal security laws, the Trustee, at the direction of the Administrator, may (i) keep amounts contributed to the Plan in the form of cash under the same terms as set forth in Section 11.05(d), or (ii) appoint an independent agent for the Plan to purchase shares of Common Stock on behalf of the Plan during such periods, to the extent permitted under applicable state or federal laws.

(c) The assets of the Common Stock Fund shall be held by the Trustee in the name of the Trust in a commingled fund. The Trustee shall implement a unit system of accounting and may report Participants’ interests in the fund in units. Stock Rights, if any, and any Common Stock received with respect to Common Stock, shall be allocated to the Accounts of Participants in proportion to the shares of Common Stock allocated to each Account.

(d) Notwithstanding the foregoing provisions of this Section 11.05, the Trustee may, in its sole discretion, maintain in cash from the contributions by and for the Participants such amount as it deems necessary for the operation and administration of the Trust, to provide for payment of fractional shares of Participants, to provide for distributions, and such other purposes as may be necessary or appropriate.

(e) Participants shall have the right to instruct the Trustee as to how shares of Common Stock attributed to their Accounts shall be voted. The Committee shall establish procedures to be followed by the Trustee implementing the voting rights of the Participants, including informing them of the issues to be voted upon and the manner in which their instructions shall be communicated to the Trustee. In the absence of Participant direction, the Trustee shall vote shares of Common Stock as directed by the Committee.

Effective April 19, 2001, notwithstanding the above paragraph, Participants have the right to instruct the Trustee as to how shares of Common Stock attributed to their Accounts shall be voted. The Administrator shall establish procedures to be followed by the Trustee implementing the voting rights of the Participants, including informing them of the issues to be voted upon and the manner in which their instructions shall be communicated to the Trustee. In the absence of Participant direction, the Trustee shall vote shares of Common Stock as directed by the Committee.

(f) The Administrator shall establish procedures designed to safeguard the confidentiality of information relating to the purchase, holding and sale of Company Stock and the exercise of voting tender and similar rights by Participants and beneficiaries. The Committee is designated as the fiduciary responsible for insuring that the confidentiality procedures required by ERISA §404(c) are sufficient. If the Committee determines that there exists a potential for undue Employer influence upon Participants and beneficiaries with regard to the direct or indirect exercise of shareholder rights the Committee shall appoint an independent fiduciary to carry out activities necessary to avoid such potential undue influence.

Effective April 19, 2001, the Administrator and the Trustee shall establish procedures designed to safeguard the confidentiality of information relating to the purchase, holding and sale of Company Stock and the exercise of voting tender and similar rights by Participants and beneficiaries. The Trustee is designated as the fiduciary responsible for insuring that the confidentiality procedures required by ERISA §404(c) are sufficient. If the Trustee determines that there exists a potential for undue Employer influence upon Participants and beneficiaries with regard to the direct or indirect exercise of shareholder rights the Trustee shall appoint an independent fiduciary to carry out activities necessary to avoid such potential undue influence.

     11.06 Tender Offers .

The following provisions shall apply in the event any tender or exchange offer (an “Offer”) is made for the Common Stock:

(a) As soon as practical after the commencement of an Offer for shares of Common Stock, the Committee shall use its best efforts to timely distribute, or cause to be distributed, to each

Participant such information as is distributed to shareholders of Huntington Bancshares Incorporated in connection with such Offer. The Committee shall provide each Participant with forms which the Participant may use to instruct the Trustee whether or not to tender shares of Common Stock allocated to his accounts, to the extent permitted under the terms of such Offer. The Trustee also shall provide each Participant with forms which the Participant may use to revoke any prior instruction at any time prior to the withdrawal deadline of the Offer.

(b) Each Participant shall have the right to instruct the Trustee as to the manner in which the Trustee is to respond to the Offer for any or all of the Common Stock allocated to his accounts. The Trustee shall follow the directions of each Participant, but the Trustee shall not tender shares of Common Stock for which no instructions are received. The number of shares with respect to which a Participant may provide instructions shall be the total amount of shares credited to his accounts as of the close of business on the day preceding the date on which the Offer is commenced, or such earlier date as shall be designated by the Committee.

(c) Any securities received by the Trustee as a result of a tender of shares of Common Stock shall be held, and any cash so received shall be invested in short-term investments, for the account of the Participant with respect to whom shares of Common Stock were tendered. The Trustee may, as it deems appropriate, elect to reinvest any securities received as a result of a tender of shares of Common Stock in short-term investments.

     11.07 Other Powers .

The Trustee, in addition to all powers and authorities under common law, statutory authority, including ERISA, and other provisions of the Plan, including but not limited to, the funding policy and method determined by the Company, and subject to the powers of the Administrator and any Participant shall have the following powers and authorities, to be exercised in the Trustee’s sole discretion:

(a) To purchase, or subscribe for, any securities or other property and to retain the same. In conjunction with the purchase of securities, margin accounts may be opened and utilized;

(b) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securities or other property held by the Trustee, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition, with or without advertisement;

(c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property;

(d) To keep such portion of the Trust Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interests of the Plan, without liability for interest thereon;

(e) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

(f) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings;

(g) To employ suitable agents and counsel and to pay their reasonable expenses and compensation, and such agent or counsel may or may not be agent or counsel for the Employer;

(h) To cause any securities or other property held a part of the Trust Fund to be registered in the Trustee’s own name or in the name of one or more of its nominees, and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund;

(i) To invest funds of the Trust in time deposits or savings accounts bearing a reasonable rate of interest in the Trustee’s bank;

(j) To invest in Treasury Bills and other forms of United States government obligations;

(k) To sell, purchase and acquire put or call options if the options are traded on and purchased through a national securities exchange registered under the Securities Act of 1934, as amended, or, if the options are not traded on a national securities exchange, are guaranteed by a member firm of the New York Stock Exchange.

(l) To deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations;

(m) To pool all or any of the Trust Fund, from time to time, with assets belonging to any other qualified employee pension benefit trust created by the Employer or an affiliated company of the Employer, and to commingle such assets and make joint or common investments and carry joint accounts on behalf of this Plan and such other trust or trusts, allocating undivided shares or interests in such investments or accounts or any pooled assets of the two or more trusts in accordance with their respective interests; and

(n) To do all such acts and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan.

     11.08 Duties Regarding Contributions and Payments .

At the direction of the Administrator or Committee, as applicable, the Trustee shall, from time to time, in accordance with the terms of the Plan: (a) accept contributions to Plan, including but not

limited to, contributions by the Employer; the Trustee is not obligated to collect any contributions from the Employer or to see that such funds are deposited according to the provisions of the Plan or to see that the contributions received comply with the provisions of the Plan; and (b) make payments out of the Trust Fund.

     11.09 Trustee’s Compensation and Expenses and Taxes .

The Trustee shall be paid such reasonable compensation as shall from time to time be agreed upon in writing by the Company and the Trustee. In addition, the Trustee shall be reimbursed for any reasonable expenses, including reasonable counsel fees incurred by it as Trustee. Such co