EX-10.2












Exhibit 10.2




Second Amendment to the

Huntington Bancshares Incorporated

Management Incentive Plan




Background





	A.	 	Huntington Bancshares Incorporated (the “Company”) maintains the Huntington Bancshares
Incorporated Management Incentive Plan (the “MIP”).
	 
	B.	 	Article IX of the MIP gives the Company the power and authority to amend or terminate the MIP
at any time.
	 
	C.	 	The Company desires to amend the MIP to bring the MIP into compliance with changes to the
Internal Revenue Code of 1986 (the “Code”), as amended, regarding certain performance-based
compensation under Code Section 162(m) and deferred compensation under Code Section 409A.





Amendment





	1.	 	Article II(d) is amended in its entirety, effective January 1, 2009, as follows:





          “Change in Control” means, with respect to the Corporation, the occurrence of any of
the following:




          (1) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in
effect as of the date of this Agreement), other than the Corporation or any “person” who as of
January 1, 2009 is a Director or officer of the Corporation or whose shares of Common Stock of the
Corporation are treated as “beneficially owned” (as such term is used in Rule 13d-3 of the Exchange
Act as in effect on or after January 1, 2009 by any such director or officer, becomes the
beneficial owner, directly or indirectly, of securities of the Corporation representing thirty-five
percent (35%) or more of the combined voting power of the Corporation’s then outstanding
securities;




          (2) Individuals who, as of January 1, 2009, constitute the Board of Directors of the
Corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board, provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election, was approved by a vote of at least a majority of the
directors comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding for this purpose any such individual whose initial
assumption of office occurs as a result of either an actual or threatened election contest (as such
terms are used in Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the Board;




          (3) A merger or consolidation of the Corporation, other than a merger or consolidation in
which the voting securities of the Corporation immediately prior to the merger or consolidation
continue to represent (either by remaining outstanding or being converted into securities of the
surviving entity) fifty-one percent (51%) or more of the combined voting power of the Corporation
or surviving entity immediately after the merger or consolidation with another entity;




          (4) A sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single
transaction or a series of related transactions) of all or substantially all of the assets of the
Corporation which shall include, without limitation, the sale of assets or earning power
aggregating more than fifty percent (50%) of the assets or earning power of the Corporation on a
consolidated basis;




          (5) A liquidation or dissolution of the Corporation;




          (6) A reorganization, reverse stock split, or recapitalization of the Corporation which would
result in any of the foregoing; or




          (7) A transaction or series of related transactions having, directly or indirectly, the same
effect as any of the foregoing.




 









 









	2.	 	The last paragraph of Section 6.1 is amended in its entirety, effective January 1, 2009, as
follows:
	 
	 	 	Notwithstanding the above, in the event a Participant dies or becomes disabled, before payment
of an Award, the Committee may, in its discretion, authorize payment to the Participant (or
the Participant’s estate or designated beneficiary) in such amount as the Committee deems
appropriate. If a Participant retires before payment of an Award, the Committee may, in its
discretion, authorize payment to the Participant in such amount as the Committee deems
appropriate, provided that such amount is no greater than the pro rata amount of the Award
actually earned by the Participant as of the date of his or her retirement. The pro rata
amount shall be determined using a fraction, where the numerator shall be the number of full
or partial calendar months elapsed between first day of the applicable Plan Year and the date
the Participant retires, and the denominator shall be 12.
	 
	3.	 	The remainder of the Plan shall remain unchanged.