Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Information set forth under "Item 1.01 Entry into a Material Definitive
Agreement", "Item 3.02 Unregistered Sales of Equity Securities" and "Item 3.03
Material Modification of the Rights of Security Holders" relating to executive
compensation is incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Board of Directors of Huntington, and a duly authorized committee thereof,
by duly adopted resolutions, classified and designated 1,398,071 shares of
serial preferred stock of Huntington as 1,398,071 shares of Series B Preferred
Stock, with the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption set forth in the Articles
Supplementary classifying the Series B Preferred Stock. The reclassification
became effective upon the acceptance for record by the State Department of
Assessments and Taxation of Maryland on November 12, 2008, of the filing of the
Articles Supplementary classifying the Series B Preferred Stock.
A copy of the Articles Supplementary classifying the Series B Preferred Stock
filed with the State Department of Assessments and Taxation of Maryland is
attached hereto as exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The exhibits referenced below shall be treated as "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
(d) Exhibits.
3.1 Articles Supplementary of Huntington filed on November 12, 2008, with the
State Department of Assessments and Taxation of Maryland classifying
1,398,071 shares of serial preferred stock as shares of Series B Preferred
Stock.
4.1 Warrant to purchase up to 23,562,994 shares of common stock, issued on
November 14, 2008.
10.1 Letter Agreement including Securities Purchase Agreement - Standard Terms,
dated November 14, 2008, between Huntington and the United States
Department of the Treasury.
99.1 Press Release of Huntington issued November 14, 2008.
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