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EXHIBIT 4(b)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is made as
of August 16, 1995, between HUNTINGTON BANCSHARES INCORPORATED, a Maryland
corporation (the "Company"), and THE HUNTINGTON TRUST COMPANY, NATIONAL
ASSOCIATION, a national association, as Rights Agent (the "Rights Agent").
RECITALS
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A. The Board of Directors of the Company, on February 21, 1990,
declared a dividend of one Right for each outstanding share of common stock,
without par value, of the Company.
B. The Company and the Rights Agent entered into a Rights Agreement (the
"Rights Agreement"), dated as of February 22, 1990, which set forth the
description and terms of the Rights.
C. The Company is permitted, pursuant to Section 27 of the Rights
Agreement, to amend the Rights Agreement without the approval of any holder of
the Rights at any time prior to the Distribution Date (as that term is defined
in the Rights Agreement).
D. Upon the advice of the Company's financial advisors and counsel, the
Board of Directors of the Company desires to amend the Rights Agreement upon the
terms and conditions hereinafter set forth and has approved such amendments
pursuant to a meeting of the Board of Directors held on August 16, 1995.
E. The Rights Agent desires to continue to act as Rights Agent for the
Company on the terms and conditions set forth in the Rights Agreement, as
amended by this Amendment.
AGREEMENT
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In consideration of the foregoing and the mutual promises contained
herein, the parties agree that the Rights Agreement shall be amended as follows:
1. Section 1. Certain Definitions, subsection (a) shall be amended to
read in its entirety as follows:
(a) "Acquiring Person" shall mean any person who or which,
alone or together with all Affiliates and Associates of such
person, shall be the Beneficial Owner of 10% or more of the
Common Shares then outstanding, but shall not include the
Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any of its Subsidiaries or any Person
holding Common Shares for or pursuant to the terms of any such
employee benefit plan.
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2. Section 1. Certain Definitions, subsection (p) shall be amended to
read in its entirety as follows:
(p) "Expiration Date" shall mean August 16, 2005.
3. Section 1. Certain Definitions, subsection (w) shall be amended to
read in its entirety as follows:
(w) "Purchase Price" with respect to each Right shall mean
$80.00, as such amount may from time to time be adjusted as
provided herein after August 16, 1995, and shall be payable in
lawful money of the United States of America. All references
herein to the Purchase Price shall mean the Purchase Price as
in effect at the time in question.
4. Section 3. Issue of Rights and Right Certificates, subsection (b)
shall be amended to read in its entirety as follows:
(b) Until the earlier of (i) the occurrence of a Triggering
Event and (ii) the date which is the 10th Business Day (or such
later date as may be determined by action of the Board of
Directors of the Company prior to the occurrence of a
Triggering Event) after the day of the commencement of, or
first public disclosure of the intent to commence, a tender or
exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the
Company or of any of its Subsidiaries, or any Person holding
Common Shares for or pursuant to the terms of any such employee
benefit plan) for outstanding Common Shares, if upon
consummation of such tender or exchange offer such Person could
be the Beneficial Owner of 10% or more of the outstanding
Common Shares (including any such date which is after the date
of this Rights Agreement and prior to the issuance of the
Rights) (the earlier of such dates referred to in the preceding
clauses (i) or (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced by the
certificates for Common Shares registered in the names of the
holders thereof and not by separate Right Certificates, and (y)
the Rights, including the right to receive Right Certificates
as herein provided, will be transferable only in connection
with the transfer of Common Shares. Subject to paragraph (e)
of this Section 3, as soon as practicable after the
Distribution Date, the Rights Agent will send, by first-class,
postage prepaid mail, to each record holder of Common Shares as
of the Distribution Date, at the address of such holder shown
on the records of the Company, a Right Certificate evidencing
one whole Right for each Common Share held by such record
holder. As of and after the Distribution Date, the Rights will
be evidenced solely by such Right Certificates.
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5. Except as otherwise amended hereby, the Rights Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first above written.
Attest: HUNTINGTON BANCSHARES INCORPORATED
/s/ Ralph K. Frasier By: /s/ Zuheir Sofia
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Ralph K. Frasier, Secretary Zuheir Sofia, President
Attest: THE HUNTINGTON TRUST COMPANY,
NATIONAL ASSOCIATION
/s/ Ralph K. Frasier By: /s/ Norman A. Jacobs
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Its: President
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