Huntington Bancshares (HBAN)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2009, Huntington’s Board of Directors approved modifications to the base salaries for Donald R. Kimble, Chief Financial Officer, Mary W. Navarro, Senior Executive Vice President & Regional Banking Group President for The Huntington National Bank, and Daniel B. Benhase, Senior Executive Vice President and Senior Trust Officer for The Huntington National Bank.

Beginning on January 1, 2010, the annual base salaries for each of these executives will be increased, with the entire increased amount to be paid in shares of Huntington common stock. The increased annual salary amounts to be paid in shares are: $330,000 for Mr. Kimble, $190,000 for Ms. Navarro and $160,000 for Mr. Benhase.

With respect to each semi-monthly pay period, these executive officers will receive a number of shares of common stock determined by dividing the amount of base salary (net of applicable tax withholdings) to be paid in common shares with respect to that pay period by the closing price of a share of Huntington common stock as reported on the NASDAQ Global Select Market on the pay date for such period, or if not a business day, the business day immediately preceding such date.

The shares will be paid under Huntington’s Amended and Restated 2007 Stock and Long-Term Incentive Plan in the form of restricted stock. The shares will be immediately 100% vested as of the pay date and will not be subject to any requirement of future service. The shares may not, however, be sold, transferred, pledged, assigned, or otherwise disposed of until the later to occur of (1) or (2) below:

(1) The date that is six months after the pay date; or

(2) The earliest to occur of the following events: (A) 6 months after the repayment of any loan issued to the company under the Troubled Asset Relief Program ("TARP"), (B) January 1, 2012, or (C) a change in control of the company;

provided that the company will release the shares in the event of the executive’s death. The Compensation Committee of the Board of Directors may, in its sole discretion and without the executive’s consent, terminate, modify or suspend this compensation structure at any time.

These modifications to base salaries were made to address the impact on Huntington’s executive compensation of the Interim Final Rule for TARP Standards for Compliance and Corporate Governance issued by the U.S. Department of the Treasury on June 15, 2009. Each executive’s compensation is subject to the terms and conditions of this rule.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Huntington Bancshares Incorporated has appointed David S. Anderson as executive vice president and controller (principal accounting officer), effective November 30, 2009. Mr. Anderson, age 55, joins Huntington from Citizens Financial Group in Providence, Rhode Island, where he was corporate controller beginning in 1995.

In connection with the offer of employment, Huntington awarded Mr. Anderson an option to purchase 25,000 shares of Huntington’s common stock with a per share exercise price of $3.82, which was the closing price of the common stock on Mr. Anderson’s first day of employment. The option vests in equal increments on each of the first three anniversaries of the date of grant, and expires on the seventh anniversary. Huntington also awarded Mr. Anderson 25,000 restricted stock units which will vest 3 years from the date of grant and be paid in shares of stock provided Mr. Anderson remains continually employed with Huntington through that date. These equity awards were granted under Huntington’s Amended and Restated 2007 Stock and Long-Term Incentive Plan.

Thomas P. Reed, senior vice president, who served as controller from July 18, 2006, will continue as director of finance for Huntington.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 14, 2009, Huntington Bancshares Incorporated (Huntington), announced that William R. Robertson has been appointed a director of Huntington. Mr. Robertson was elected by the Board of Directors on September 8, 2009, as a Class II member of the Board serving a term expiring in 2010. The Board of Directors has not yet determined to which committees of the board Mr. Robertson will be appointed.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2009, Huntington Bancshares Incorporated (Huntington or the Company) announced Jim Nelson, the Company’s chief risk officer, resigned from his position effective June 12, 2009.

A copy of the press release is attached as Exhibit 99.1 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Thomas E. Hoaglin, formerly Chairman, President and Chief Executive Officer, has submitted his resignation from the Board of Directors of Huntington Bancshares Incorporated effective January 20, 2009. Huntington has previously announced Mr. Hoaglin’s pending retirement, still scheduled for February 28, 2009, following the appointment of his successor, Stephen D. Steinour.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Huntington Bancshares Incorporated announced on January 14, 2009 that Stephen D. Steinour, age 50, has been elected Chairman, President and Chief Executive Officer, succeeding Thomas E. Hoaglin, who had served in these capacities since 2001. Mr. Steinour was appointed to serve as a Class III member of the Board of Directors serving a term expiring in 2011. Mr. Hoaglin will remain with Huntington to assist with transition matters until he retires from service as an employee and as a director on February 28, 2009.

Mr. Steinour was with Citizens Financial Group in Providence, Rhode Island from 1992 to 2008, where he served in various executive roles, with responsibilities for credit, risk management, wholesale and regional banking, consumer lending, technology and operations among others. He was named president in 2005 and chief executive officer in 2007. In 2008, Mr. Steinour joined Cross Harbor Capital partners in Boston as a managing partner.

In connection with the commencement of his employment, Huntington and Mr. Steinour entered into an employment agreement effective as of January 14, 2009 with an initial term ending on December 31, 2013 subject to automatic three-year renewal periods upon expiration of the initial term and each renewal term. Pursuant to the agreement, Mr. Steinour will serve as Huntington’s President and Chief Executive Officer, reporting directly to the Board of Directors and will be initially appointed, and thereafter nominated, to serve as a member of the Board. While serving on the Board he will be Chairman of the Board. Pursuant to the agreement, Mr. Steinour has an initial annual base salary of $1,000,000, is eligible for an annual target incentive award opportunity equal to 110% of annual base salary (and a guaranteed minimum bonus of no less than 50% of the target incentive payment for 2009), is eligible for long-term incentive awards with a target award opportunity of 31.25% of annual base salary for each three-year performance cycle and is generally entitled to employee benefits, fringe benefits, perquisites and annual equity awards on terms and conditions no less favorable than those provided to other senior executives of the company.

In connection with entry into the employment agreement, Huntington awarded Mr. Steinour an inducement option to purchase 1,000,000 shares of Huntington’s common stock, with a per share exercise price equal to $4.95, the closing price of Huntington’s common stock on January 14, 2009. The option vests in equal increments on each of the first five anniversaries of the date of grant, and expires on the seventh anniversary. The option was granted as an inducement option outside the terms of Huntington’s 2007 Stock and Long-Term Incentive Plan, but will be subject to the terms of the plan.

The employment agreement provides that, upon a termination of Mr. Steinour’s employment without "cause" or for "good reason" (each, as defined in the agreement), he is entitled to certain accrued amounts, a pro-rata annual incentive payment for the year of termination, which may be based on the higher of the target incentive payment and the incentive payment paid to Mr. Steinour for the year prior to the year of termination or may be based on actual performance, a lump sum cash severance amount equal to two times the sum of his annual base salary and the higher of the target incentive payment and the incentive payment paid to Mr. Steinour for year prior to the year of termination and pro-rata long-term incentive plan awards for any open cycles, based on actual performance. Mr. Steinour’s severance benefits are subject to the limitations imposed due to Huntington’s participation in the Capital Purchase Program under the U.S. Treasury’s TARP program.

Huntington and Mr. Steinour also entered into a change in control agreement, referred to as an Executive Agreement, to provide certain protections in the event of any actual or threatened change in control of Huntington, which is substantially similar to the Executive Agreement previously entered into between Huntington and Mr. Hoaglin.

The foregoing description is qualified in its entirely by the text of these agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 29, 2008, the Compensation Committee of the Board of Directors of Huntington Bancshares Incorporated established the qualifying corporate performance criteria and potential awards for the named executive officers with respect to fiscal year 2008 under Huntington's Management Incentive Plan ("MIP"). For fiscal year 2008, the selected qualifying performance criteria for awards under the MIP are earnings per share and efficiency ratio, weighted 75% and 25%, respectively. The award for Thomas E. Hoaglin, Chief Executive Officer, will be based 100% on the qualifying corporate performance criteria. The awards for Donald R. Kimble, James W. Nelson, and Daniel B. Benhase will be weighted as follows: 75% for the qualifying corporate performance criteria, 20% for personal performance, and 5% for a discretionary component. The Compensation Committee sets award opportunities for executive officers as percentages of base salary. Threshold, target and maximum awards for Mr. Hoaglin and the other named executive officers, expressed as a percentage of base salary, are set forth in the table below.


-------------------------------------------------------------------------------Threshold------Target-------Maximum
Thomas E. Hoaglin --------------------------------------------------------- 50% --------- 100% ---------- 200%
Donald R. Kimble, James W. Nelson and Daniel B. Benhase -------- 22.1 ----------- 50 ------------ 100

The Compensation Committee has also established a long-term incentive award cycle beginning on January 1, 2008 and ending on December 31, 2010 (the "2008 - 2010 Cycle") under the Corporation's 2007 Stock and Long-Term Incentive Plan ("2007 Plan"). The selected qualifying performance criteria for awards under the 2008 - 2010 Cycle of the 2007 Plan are based 50% on earnings per share growth, 25% on revenue growth, and 25% efficiency ratio, with annual performance averaged for the cycle. The entire award is subject to adjustment by the Compensation Committee, up to 20% upward or 10% downward, based on credit quality goals which will be measured based on net charge-off ratio the net charge-off ratio percent of loans in 2010. Award opportunities for the named executive officers, expressed as a percentage of base salary, are set forth in the table below.

-------------------------------------------------------------------------------Threshold--------Target-------------Superior----------Maximum
Thomas E. Hoaglin ----------------------------------------------------------- 7.8% ------------ 31.25% --------- 62.5% ------------ 125%
Donald R. Kimble, James W. Nelson and Daniel B. Benhase --------- 6.25 -------------- 25 ---------------- 50 ---------------- 100

As noted, these awards have the potential to be increased by 20% for the credit quality adjustment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2008, the Board of Directors of Huntington Bancshares Incorporated (Huntington) approved a retention payment arrangement under which two of Huntington’s named executive officers will be eligible to receive payment. Provided Daniel B. Benhase and Donald R. Kimble remain employed with Huntington through December 31, 2010, each will thereafter receive payment of $400,000. In the event of a change in control, the retention payments will vest.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2007, Huntington Bancshares Incorporated ("Huntington") announced the retirement of Marty Adams as president and chief operating officer effective December 31, 2007. At that time he will also step down as a director of Huntington. For a one-year period following retirement, Mr. Adams will serve as an unpaid consultant to Huntington to assist with transitional matters, including the Franklin Credit Management relationship.

Mr. Adams’ retirement will be treated as a "good reason" termination of employment for purposes of his Employment Agreement with Huntington, dated as of December 20, 2006, as amended on July 17, 2007, and will generally be treated similarly for purposes of other Huntington compensation and benefits arrangements in which Mr. Adams participates. Huntington has agreed to provide Mr. Adams with an office and secretarial support for up to five years following retirement.

Thomas Hoaglin, Huntington’s chairman and chief executive officer, will assume the role of president upon Mr. Adams’ retirement. Huntington also announced that Mr. Hoaglin’s retirement plans, previously announced in conjunction with the merger, are no longer in effect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Huntington Bancshares Incorporated ("Huntington’) entered into an Executive Agreement with Marty E. Adams, President and Chief Operating Officer, effective as of July 17, 2007. The Executive Agreement was entered into pursuant to Mr. Adams’ Employment Agreement with Huntington dated December 20, 2006 and effective July 1, 2007. Huntington’s Executive Agreements provide certain protections for executive officers and thus encourage their continued employment in the event of any actual or threatened change in control of Huntington. The protections include lump-sum severance payments and other benefits all as further described in the Executive Agreements. A copy of the form of Executive Agreement entered into with Mr. Adams is attached hereto as Exhibit 99.1 and incorporated herein by reference. Huntington and Mr. Adams also entered into an amendment ("Amendment") to Mr. Adams’ Employment Agreement as of July 17, 2007. The Amendment provides that in the event Mr. Adams retires after January 1, 2010 in accordance with the applicable provisions of Huntington’s retirement plans and such retirement is with the express written consent of the Board of Directors, his benefits would be determined assuming his employment and his age were increased by forty-two (42) months. Mr. Adams must have remained continuously employed under the Employment Agreement and succeeded to the position of Chief Executive Officer on or before December 31, 2009. A copy of the Amendment is attached hereto as Exhibit 99.2 and incorporated herein by reference.


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Exhibits

99.1 Form of Executive Agreement for Marty E. Adams (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K dated November 21, 2005).

99.2 Employment Agreement Amendment No. 1 between Huntington Bancshares Incorporated and Marty E. Adams, effective July 17, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Huntington Bancshares Incorporated (Huntington) hereby amends its Current Report on Form 8-K dated June 20, 2007 (the "Original Form 8-K") pursuant to Instruction 2 to Item 5.02 of Form 8-K, to provide information that was not determined or available with respect to the appointment of five new directors at the time of filing the Original Form 8-K.

Effective as of July 16, 2007, the Board of Directors appointed the four new non-employee directors to serve on committees of the Board as follows: Marylouise Fennell has been appointed to the Compensation Committee and the Nominating and Corporate Governance Committee; D. James Hilliker has been appointed to the Compensation Committee and the Pension Review Committee; Jonathan A. Levy has been appointed to the Executive Committee; and Gerard P. Mastroianni has been appointed to the Audit Committee.

The Huntington National Bank leases office space in Columbus, Ohio from a partnership of which the mother of D. James Hilliker and her revocable trust are the partners. The current lease term runs through April 30, 2011 and the monthly rental is $4,500. The aggregate rental amount payable through the end of the current lease term is $202,500. Huntington has an option to renew the lease through April 30, 2016 at a monthly rental of $4,750. Sky Bank leases a banking office in Alliance, Ohio from a limited liability company owned by Gerard P. Mastroianni, his siblings and a family trust. The current term of this lease ends September 30, 2012. Sky currently pays $4,200 per month for rent plus parking and will pay $4,650 per month beginning in October 2007. The aggregate rental amount payable through the end of the current lease term is $296,400. Sky has options to renew this lease for three additional five-year terms through September 30, 2027. The rental amount for each renewal period will be adjusted for increases in the Consumer Price Index with a cap of 10%.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Marty E. Adams, age 54, became President and Chief Operating Officer of Huntington pursuant to the Merger Agreement, effective upon the completion of the Merger on July 1, 2007. Mr. Adams served as Chairman, President and Chief Executive Officer of Sky Financial Group, Inc. from 1998. Thomas E. Hoaglin remains Huntington’s Chairman and Chief Executive Officer; Mr. Hoaglin previously also served as President.

As previously described in Huntington’s joint proxy statement/prospectus filed on April 19, 2007, new employment agreements dated as of December 20, 2006 between Huntington and each of Mr. Hoaglin and Mr. Adams became effective upon the completion of the Merger on July 1, 2007. Mr. Hoaglin will serve as Chairman until the date of Huntington’s annual meeting of shareholders in 2011, and as Chief Executive Officer until no later than December 31, 2009. Mr. Hoaglin’s employment agreement provides for an initial base salary of not less than $865,000; Mr. Hoaglin’s current base salary is $865,000. A copy of Mr. Hoaglin’s employment agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Mr. Adams will serve as President and Chief Operating Officer until December 31, 2009 or such earlier time as Mr. Hoaglin may cease to be Chief Executive Officer, and as President and Chief Executive Officer thereafter until the date of Huntington’s annual meeting of shareholders in 2011. Mr. Adams’ employment agreement provides for an initial base salary of not less than 80% of the base salary paid to Mr. Hoaglin (but in no event less than $692,000). On June 26, 2007, the Compensation Committee of the Board determined that Mr. Adams’ initial base salary will be $725,000. Mr. Adams’ employment agreement also provides that he will receive a lump sum payment of $4.0 million, to be paid within 30 days after the completion of the Merger, and an award of restricted stock, as of the date of the completion of the Merger, for 221,569 shares of Huntington common stock. The restricted stock award will vest in equal monthly installments at the end of each calendar month from the completion of the Merger through December 31, 2009, subject to acceleration on certain terminations of employment and change in control transactions. A copy of Mr. Adams’ employment agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting on June 20, 2007, the Board of Directors of Huntington Bancshares Incorporated ("Huntington"), in anticipation of, and to be effective upon, the merger (the "Merger") of Sky Financial Group, Inc. with and into Penguin Acquisition, LLC, a wholly owned subsidiary of Huntington ("Merger Sub"), as contemplated by the Agreement and Plan of Merger dated December 20, 2006 among Huntington, Sky and Merger Sub (the "Merger Agreement"), increased the size of the Board from ten directors to fifteen directors and filled the vacancies created thereby. The Merger is expected to be completed on July 1, 2007.

The Merger Agreement provides that as of the effective time of the Merger, Huntington’s Board of Directors will consist of fifteen members: Thomas E. Hoaglin, Huntington’s Chairman and Chief Executive Officer, nine non-employee directors of Huntington, Marty E. Adams, Sky Financial Group, Inc.’s Chairman and Chief Executive Officer, and four non-employee directors of Sky Financial Group, Inc.

The five new directors appointed effective upon the completion of the Merger will be: Mr. Adams serving as a Class III Director having a term expiring in 2008, D. James Hilliker and Jonathan A. Levy serving as Class I Directors having terms expiring in 2009, and Marylouise Fennell and Gerard P. Mastroianni serving as Class II Directors having terms expiring in 2010. The Board has not yet determined to which committees of the board the new directors may be named and also has not yet determined whether there are any related party transactions to report with respect to the new directors. Huntington will amend this report after any committee appointments are made and, if necessary, to report any related party transactions.

As previously described in Huntington’s joint proxy statement/prospectus filed on April 19, 2007, Huntington has entered into an employment agreement with Mr. Adams, effective upon the completion of the Merger. Mr. Adams will be employed as President and Chief Operating Officer until December 31, 2009, or until such earlier time as Mr. Hoaglin may cease to be Chief Executive Officer, and as President and Chief Executive Officer thereafter until Huntington’s annual meeting of shareholders in 2011. The employment agreement provides for a lump sum payment of $4 million, to be paid to Mr. Adams within 30 days after the completion of the Merger, and a grant to Mr. Adams, as of the date of the completion of the Merger, of that number of restricted shares of Huntington common stock with a fair market value, as of the grant date, equal to approximately $5,038,489. The restricted stock award will vest in equal monthly installments at the end of each calendar month from the completion of the Merger through December 31, 2009. A copy of the employment agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As previously announced, Ronald C. Baldwin, Vice Chairman, will be terminating his service with Huntington Bancshares Incorporated ("Huntington") as of December 31, 2006. On December 7, 2006, Huntington's Compensation Committee approved an Addendum to Stock Option Agreements ("Addendum") with respect to Mr. Baldwin's stock options outstanding under Huntington's 2001 Stock and Long-Term Incentive Plan and 2004 Stock and Long-Term Incentive Plan (collectively the "Stock Plans") and further approved a form of Severance Agreement, Release and Waiver of All Claims ("Severance Agreement"). Mr. Baldwin's stock options will remain outstanding and exercisable following termination of his employment in accordance with their original terms because his termination is considered a "Retirement" under the Stock Plans. In addition, pursuant to the Addendum which was effective as of December 7, 2006, Mr. Baldwin has agreed to exercise each of his stock options only in certain specified years pursuant to a fixed schedule more restrictive than otherwise required by the Stock Plans. In all cases, no options are exercisable following the original expiration dates of such options.

The Addendum also provides that Mr. Baldwin will be indemnified and held harmless for costs or expenses, if any, under Section 409A of the Internal Revenue Code in connection with the exercise of his options. A copy of the Addendum is incorporated herein by reference and attached hereto as Exhibit 99.1.

Pursuant to the Severance Agreement Mr. Baldwin will receive the following benefits, minus all applicable and required taxes, deductions and withholdings:
· A one-time lump sum severance amount of $500,000 equal to one year's salary.
· Consideration for an award under the 2004 - 2006 Cycle of the Long-Term Incentive Plan provided awards for the 2004 - 2006 Cycle are paid to active eligible associates.
· An amount equal to $104,167, as a pro-rated incentive payment under the 2005 - 2007 Cycle of the Long-Term Incentive Plan.
· Consideration for a Management Incentive Plan bonus payment for 2006, provided awards are paid to active eligible associates.
· Compensation for tax and financial planning services incurred in 2007 of $10,000.
· Additional years of service under Huntington's Supplemental Retirement Income Plan of 1.33 years.

It is anticipated that the Severance Agreement will be executed by Huntington and Mr. Baldwin on Mr. Baldwin's last day of employment. A copy of the Severance Agreement is incorporated herein by reference and attached hereto as Exhibit 99.2.