0000950123-07-006849 Sample Contracts

FORM OF GUARANTEE AGREEMENT by and between HUNTINGTON BANCSHARES INCORPORATED as Guarantor and THE BANK OF NEW YORK as Guarantee Trustee relating to HUNTINGTON CAPITAL Dated as of , 20
Guarantee Agreement • May 7th, 2007 • Huntington Capital Iii • National commercial banks • New York

* This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

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DECLARATION OF TRUST OF HUNTINGTON CAPITAL III
Huntington Capital Iii • May 7th, 2007 • National commercial banks

THIS DECLARATION OF TRUST is made as of May 21, 1998 (this “Declaration”), by and among Huntington Bancshares Incorporated, a Maryland banking corporation, as sponsor (the “Sponsor”), and Chase Manhattan Bank Delaware, a Delaware banking corporation as trustee (the “Delaware Trustee”), and Paul V. Sebert, as trustee (jointly, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

HUNTINGTON BANCSHARES INCORPORATED, ISSUER AND THE BANK OF NEW YORK, TRUSTEE JUNIOR SUBORDINATED DEBT SECURITIES FORM OF INDENTURE Dated as of __________, 20__
Indenture • May 7th, 2007 • Huntington Capital Iii • National commercial banks • New York

INDENTURE, dated as of ___20___, between HUNTINGTON BANCSHARES INCORPORATED, a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), having its principal office at Huntington Center, 41 South High Street, Columbus, Ohio 43287 and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

DECLARATION OF TRUST OF HUNTINGTON CAPITAL V
Huntington Capital Iii • May 7th, 2007 • National commercial banks

THIS DECLARATION OF TRUST is made as of May 21, 1998 (this “Declaration”), by and among Huntington Bancshares Incorporated, a Maryland banking corporation, as sponsor (the “Sponsor”), and Chase Manhattan Bank Delaware, a Delaware banking corporation, as trustee (the “Delaware Trustee”), and Paul V. Sebert, as trustee (jointly, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

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