0001193125-04-040596 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and between Unizan Financial Corp. and Huntington Bancshares Incorporated
Agreement and Plan of Merger • March 12th, 2004 • Unizan Financial Corp • National commercial banks • Ohio

AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2004 (this “Agreement”), by and between Unizan Financial Corp., an Ohio corporation (“Unizan”), and Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”).

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CONSULTING AND NONCOMPETITION AGREEMENT
Consulting and Noncompetition Agreement • March 12th, 2004 • Unizan Financial Corp • National commercial banks • Ohio

This CONSULTING AND NONCOMPETITION AGREEMENT (this “Consulting Agreement”) is entered into as of this 1st day of December, 2003 by and among James J. Pennetti (the “Executive”), Unizan Bank, National Association (the “Bank”), and Unizan Financial Corp. (the “Corporation”).

UNIZAN BANK, NATIONAL ASSOCIATION AMENDED GROUP TERM CARVE OUT PLAN
Unizan Financial Corp • March 12th, 2004 • National commercial banks • Ohio

THE GROUP TERM CARVE OUT PLAN entered into as of the 1st day of May, 2001, by and between the United National Bank & Trust Company, an OCC-chartered, FDIC-insured national bank with its main offices in Canton, Ohio, and each of the Participants selected to participate in the Group Term Carve Out Plan (each a “Participant”) is hereby amended and restated as of this 19th day of June, 2003. As amended and restated, this Amended Group Term Carve Out Plan is hereinafter referred to as the “Plan.”

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