Subject: Huntington Commuter Benefits Program Approved By:

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Employee Handbook Subject: Huntington Commuter Benefits Program Approved By: Effective Date: Corporate Employee November 19, 2007 Benefits Reviewed: January 2016 HANDBOOK STATEMENT Huntington s practice is to allow eligible employees to use funds provided through employee payroll deductions to pay for Qualified Transportation Fringes under Huntington s Commuter Benefits Program. COMMUTER BENEFITS PROGRAM The Commuter Benefits Program is intended to qualify as a Qualified Transportation Fringe under section 132(f) of the Internal Revenue Code (the Code ) and will be interpreted and administered consistent with that provision. The Commuter Benefits Program includes the following Qualified Transportation Fringes: Qualified Parking Transit Passes Commuter Highway Vehicle (Vanpool) Benefits The Commuter Benefits Program is sponsored by Huntington and administered by WageWorks. The cost for administration of the Commuter Benefits Program is paid for entirely by Huntington. For questions relating to the Commuter Benefits Program, please contact either WageWorks at 877-924-3967, or the HR Service Center at 614-480-3094, or via email at human.resources@huntington.com. Qualified Transportation Fringes Qualified Parking is: (a) parking at or near your regular place of employment with Huntington; or (b) parking at a location from which you commute to your regular place of employment at Huntington by: Carpool Commuter Highway Vehicle Mass transit facilities 1

Transportation provided by any person in the business of transporting persons for compensation or hire, if such transportation is in a Commuter Highway Vehicle A Transit Pass is any pass, token, fare card, voucher, or similar item entitling an employee to transportation: (a) on mass transit facilities (such as a train, bus, subway, or ferry); or (b) provided by any person in the business of transporting persons for compensation or hire if such transportation is provided in a vehicle with a seating capacity of at least six adults (excluding the driver). A Commuter Highway Vehicle (Vanpool) Benefit is transportation in a Commuter Highway Vehicle in connection with travel between your residence and place of employment. A Commuter Highway Vehicle is any highway vehicle with a seating capacity of at least six adults (not including the driver), and for which at least 80% of the mileage for a year is for purposes of transporting employees in connection with travel between their residences and their places of employment, and on trips during which the number of employees transported for such purposes is at least half of the adult seating capacity of the vehicle (not including the driver). Eligibility and Participation Active employees in all employment categories with Huntington and its related companies (collectively Huntington ) are eligible to participate in the Commuter Benefits Program. Participation is voluntary. You may begin participating in the Commuter Benefits Program effective for Qualified Transportation Fringes incurred or paid on or after the first day of the month following your date of hire, provided you have an effective Commuter Benefits Program enrollment and payroll deduction election in force. Employees who actually enroll in the Commuter Benefits Program are called participants. Participant Payroll Deductions under the Commuter Benefits Program Parking and Transit Passes With the exception of the Huntington Center Garage, in order to begin making payroll deductions under the Commuter Benefits Program, you must enroll either through the WageWorks website, www.wageworks.com or by calling WageWorks customer service at 877-924-3967, Monday through Friday, from 8:00 A.M. to 8:00 P.M. Eastern Time. Enrollments completed on or before the fourth calendar day of any month will be effective for Qualified Transportation Fringes incurred or paid for on or after the first day of the following month. Payroll deductions will be taken on the last pay of the month prior to when the benefit is effective. If you are enrolling by phone and the fourth calendar day of the month is on a weekend or non-business day, you must call 2

WageWorks customer service by 8:00 P.M. on the last week day/business day before the fourth calendar day of the month. Example: You want to make payroll deductions under the Commuter Benefits Program for a parking garage or transit pass for January 2016. In order to do this, your enrollment must be completed by 11:59 P.M. on December 4, 2015 on the WageWorks website or you must call WageWorks customer service by 8:00 P.M. Eastern Time on December 4, 2015. If your enrollment is made timely, your first payroll deduction will be taken from the last pay in December 2015 to pay for your January 2016 transit pass. Huntington Center Parking Garage in Columbus, Ohio If you pay to park in the Huntington Center Garage in Columbus, Ohio, you must complete and return a Huntington Center Election Form (the Election Form ) to the Corporate Employee Benefits Department in order to begin making payroll deductions to pay for your Huntington Center Garage parking. Go to HuntingtonTotalHealth.com, Forms & Docs under the Work/Life section. Once completed, scan the Election Form and email it the HR Benefits email box at DL00498@huntington.com with Parking in the subject line. You may also send the Election Form via inter-office mail to Corporate Employee Benefits at HC0339. The completed Election Form must be received on or before the first calendar day of any month to be effective for Huntington Center Garage parking for the following month. Payroll deductions will begin on the last day of the month prior to when the benefit is effective. Example: You want to make payroll deductions under the Commuter Benefits Program for your Huntington Center Parking Garage for January 2016. In order to do this, your completed Election Form must be received by the Corporate Employee Benefits Department on or before December 1, 2015. If your enrollment is made timely, your first payroll deduction will be taken from the last pay in December 2015 to pay for January 2016 parking. Maximum and Minimum Payroll Deductions under the Commuter Benefits Program For 2016, in the case of Qualified Parking, you may elect: (a) a pre-tax payroll deduction of up to $255 per month; and (b) an after-tax payroll deduction of up to $245 per month, for a combined maximum deduction of $500 per month. For 2016, in the case of Commuter Highway Vehicle (Vanpool) Benefits and Transit Passes, you may elect: (a) a maximum pre-tax payroll deduction of up to $125 per month; and (b) a maximum after-tax payroll deduction of up to $375 per month, for a combined maximum deduction of $500 per month. The maximum monthly payroll deduction is combined for Commuter Highway Vehicle (Vanpool) Benefits and Transit Passes. The maximum monthly payroll deduction for 3

Qualified Parking is determined in addition to your combined Commuter Highway Vehicle (Vanpool) and Transit Pass payroll deduction election. All are subject to the combined maximum deduction of $1000 per month. The minimum payroll deduction an employee may elect under the Commuter Benefits Program is one dollar ($1.00). Example: Employee A will have Qualified Parking expenses of $245 per month, Transit Pass expenses of $95 per month, and Commuter Highway Vehicle Benefit expenses of $60 per month in February of 2016. Employee A is able to elect a maximum pre-tax payroll deduction of $245 per month for Qualified Parking and a maximum pre-tax payroll deduction of $125 per month for Mass Transit and Commuter Highway Vehicle expenses. Employee A may elect to pay for the remaining $30 of the Mass Transit and Commuter Highway Vehicle expenses through an after-tax payroll deduction. The entire amount of Employee A s election $400 will be deducted from the last pay in January of 2016, provided he completes his election on a timely basis. Changing Your Commuter Benefits Program Election The Period of Coverage under the Commuter Benefits Program is a calendar month. The period beginning on January 1 and ending on December 31 is called the Plan Year. For Qualified Transportation Fringes to be reimbursed, they must be incurred or paid during a monthly Period of Coverage for which an election is in force. For example, you may not be reimbursed for Qualified Transportation Fringes arising before the Commuter Benefits Program became effective, before your payroll deduction election became effective, or for any expenses paid or incurred after your employment terminates. Your election to participate in the Commuter Benefits Program, the election of particular Qualified Transportation Fringes, as well as the amount of your payroll deduction cannot be changed during each one month Period of Coverage. When you enroll in the Commuter Benefits Program, you will have the option to designate your election to continue on a monthly basis. You may change or discontinue your payroll deduction election under the Commuter Benefits Program on a monthly basis for future Periods of Coverage by following the same steps as described in the section entitled Payroll Deductions under the Commuter Benefits Program. How to Request Reimbursement Follow the procedures set forth by WageWorks when requesting payment or reimbursement of Qualified Transportation Fringes. These procedures can be found either through the WageWorks website or by calling WageWorks customer service. 4

Carryover of Unused Payroll Deductions You may carryover your unused payroll deductions for a Period of Coverage after all reimbursements have been made for that Period of Coverage as permitted under WageWorks procedures if you continue to participate in the Commuter Benefits Program. If You Are on an Approved Leave of Absence While You Are a Participant in the Commuter Benefits Program If you are on an approved leave of absence while you are a participant in the Commuter Benefits Program and you are receiving pay according to Huntington s policies and/or plans, Huntington will continue to take the appropriate payroll deduction in accordance with any monthly Period of Coverage for which you have an election in force. If you are on an approved leave of absence while you are a participant in the Commuter Benefits Program and your leave of absence is unpaid according to Huntington s policies and/or plans, Huntington will accrue arrearages for any and all payroll deductions that should have been taken in accordance with any monthly Period of Coverage for which you have an election in force. Huntington will collect these payroll deductions promptly upon your return from leave. When Participation in the Commuter Benefits Program Ends If your employment terminates or you cease to be an eligible employee for any reason, your active participation in the Commuter Benefits Program will cease and you will not be able to make any more contributions to the program. Your active participation in the Commuter Benefits Program will also terminate if Huntington terminates the Commuter Benefits Program. At the time your employment terminates or you otherwise become ineligible to participate in the Commuter Benefits Program, any payroll deductions taken but not already applied for Qualified Transportation Fringes incurred or paid prior to the termination will be forfeited to Huntington in accordance with WageWorks procedures. If your year-to-date payroll deductions are less than your required contributions for coverage at the time your employment terminates or you otherwise become ineligible to participate in the Commuter Benefits Program, then Huntington may recoup the remaining required contributions from any wages or salary paid to you. Termination of the Commuter Benefits Program Huntington has absolute discretion to interpret the Commuter Benefits Program and to make any factual determinations, including determinations as to eligibility, the amount of benefits payable and the resolution of claims for benefits. 5

The Company may change or terminate the Commuter Benefits Program at any time. It is also possible that future changes in federal, state or local tax laws may necessitate the need for the Commuter Benefits Program to be changed accordingly. Tax Treatment for Commuter Benefits Program Payroll deductions (pre-tax and after-tax) are subject to local tax. Subject to the applicable limits of federal and state tax laws, pre-tax payroll deductions under the Commuter Benefits Program are exempt from withholding of the following taxes: Federal income tax FICA (Social Security) tax State tax The tax benefits you receive depend on the validity of the claims you submit. This means that, to qualify for the tax treatment described above, your expenses must be for Qualified Parking, a Commuter Highway Vehicle (Vanpool) Benefit or a Transit Pass as defined by the Code. Both pre-tax and after-tax Commuter Benefits may be taxable at the State or local level. Please consult your tax professional. Procedure if Benefits are Denied You will receive a written notice if benefits are denied under the Commuter Benefits Program and you must appeal this determination to WageWorks according to WageWorks procedures. Funding for Commuter Benefits Program All of the amounts payable under the Commuter Benefits Program shall be paid from Huntington s general assets and Huntington is not required to maintain any fund or to segregate any amount for payment of benefits under the Commuter Benefits Program. 6 Posted January 2017