FIRST AMENDMENT
TO THE
HUNTINGTON SUPPLEMENTAL
STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
Pursuant to the authority granted under Section 8.1 of the Huntington
Supplemental Stock Purchase and Tax Savings Plan and Trust (the "Plan"),
Huntington Bancshares Incorporated hereby amends the Plan as follows effective
as stated herein.
Effective January 1, 1998:
1. Section 1.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
1.2.
"SECTION 1.2. PURPOSE OF THE PLAN. The purpose of this Plan is
to provide a supplemental savings program for Eligible Employees
of Huntington Bancshares Incorporated and its related companies
who are unable to make important contributions to the Huntington
Stock Purchase and Tax Savings Plan because the Employees have
made the maximum elective deferrals under Internal Revenue Code
Section 402(g) or the maximum elective contributions under the
terms of the Huntington Stock Purchase and Tax Savings Plan."
2. Section 2.3 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
2.3:
"SECTION 2.3 ELIGIBLE EMPLOYEE shall mean, for any Plan year, a
person employed by an Employer who is a Participant in the
Qualified Plan and who is determined by the Compensation and
Stock Option Committee of the Company's Board of Directors to be
a member of a select group of management or highly compensated
employees and who is designated by the Compensation and Stock
Option Committee of the Company's Board of Directors to be an
Eligible Employee under the Plan. Any Employee who was a
Participant on November 19, 1997, is not an Eligible Employee
unless nominated by the Compensation and Stock Option Committee
of the Company's Board of Directors. The accounts of such former
Eligible Employees shall remain in the Plan and be administered
in accordance with the Plan.
Prior to the beginning of the Plan year for which their
participation shall be effective, the Company shall notify those
individuals, if any,
who will (for the first time) become Eligible Employees effective
as of the first day of the Plan Year following their election by
the Compensation and Stock Option Committee of the Company's
Board of Directors. Once the Compensation and Stock Option
Committee of the Company's Board of Directors determines that an
individual is an Eligible Employee, that person shall remain an
Eligible Employee for all following Plan Years unless or until
the Compensation and Stock Option Committee of the Company's
Board of Directors determines that he is no longer an Eligible
Employee, in which case the person's participation in the Plan
shall cease effective as of the first day of the Plan Year
following his removal."
3. Section 2.9 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
2.9:
"SECTION 2.9 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS shall mean the
contributions made by a Participant pursuant to Section 3.1. The
Trustee shall hold the Supplemental Pre-Tax Contributions of each
Participant in a Supplemental Account."
4. Section 3.1 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
3.1:
"SECTION 3.1 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS. Each Eligible
Employee may elect to have all or any portion of the Pre-Tax
Contributions (matched or unmatched) that he elected to defer
under the Qualified Plan, but which cannot be allocated to his
Pre-Tax Contribution account under such plan for the Plan Year
because the Employee has made the maximum elective deferrals
under Internal Revenue Code Section 402(g) or the maximum
elective contributions under the terms of the Qualified Plan,
allocated to his Supplemental Account under this Plan.
An election pursuant to this section must be made prior to the
calendar year in which the Compensation to which such election
applies is earned; except as to the year in which an employee
first becomes an Eligible Employee. With respect to the year in
which an employee first becomes an Eligible Employee, the
election must be made prior to the pay period in which
Compensation subject to an election is earned. For purposes of
the 1998 Plan Year only, and in conjunction with the amendment
and restatement of the Qualified Plan effective as if April 1,
1998, all Eligible Employees shall include in their election for
the 1998 Plan Year, the percentage of pre-April
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1, 1998 and post-April 1, 1998 contribution deferrals. An
election shall remain in full force and effect for subsequent
calendar years unless revoked or modified by written instrument
delivered to the Plan Administrator prior to the first day of the
calendar year for which such revocation is to be effective.
Supplemental Pre-Tax Contributions shall be paid to the Trustee
by the Employer within a reasonable time after the payroll period
with respect to which the reduction in an Employee's Compensation
pertains, but in no event later than the end of the succeeding
month."
Effective April 1, 1998:
5. Section 2.12 is hereby deleted in its entirety and substituted in lieu
and in place there of is the following new Section 2.12:
"SECTION 2.12. VALUATION DATE shall mean each business day of
the Plan Year that the New York Stock Exchange is open for
trading or such other date or dates deemed necessary or
appropriate by the Administrator."
6. Section 3.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
3.2:
"SECTION 3.2 SUPPLEMENTAL MATCHING CONTRIBUTIONS. The Employer
shall make Supplemental Matching Contributions to the Plan equal
to one hundred percent (100%) of the Supplemental Pre-Tax
Contributions made by a Participant pursuant to Section 3.01 of
the Plan. Provided, however, such Supplemental Matching
Contribution shall not be made on elective deferrals which exceed
three percent (3%) of the Participant's Compensation.
The Employer shall make additional Supplemental Matching
Contributions to the Plan equal to fifty percent (50%) of the
Supplemental Matching Contributions made by a Participant
pursuant to Section 3.1 to the extent that such elective
deferrals exceed three percent (3%) but do not exceed five
percent (5%) of the Participant's Compensation.
Such Supplemental Matching Contributions shall be fully vested
and nonforfeitable at all times.
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Supplemental Matching Contributions may be made by the Employer
concurrently with payments to the Trustee of the Participant's
Supplemental Pre-Tax Contributions under Section 3.1, provided,
however, such Supplemental Matching Contributions shall be made
no later than the time prescribed by law for filing the
Employer's Federal income tax return (including extensions) for
the taxable year with respect to which the Supplemental Matching
Contributions are made. Supplemental Matching Contributions may
be made in the form of cash or Common Stock, or a combination
thereof."
Effective December 1, 1997:
7. Section 7.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section
7.2:
"SECTION 7.2 GENERAL POWERS OF ADMINISTRATION. All provisions
set forth in the Qualified Plan with respect to the
administrative powers and duties of Huntington Bancshares
Incorporated, when relevant, including the appointment of a Plan
Administrative Committee to act as the agent of the Company in
performing these duties, shall apply to this Plan. The Company
shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed
or engaged by Huntington Bancshares Incorporated with respect to
the Plan. The Trustee is specifically authorized to adopt unit
accounting so that the administration of this Plan can be done on
the basis of daily valuations."
8. In all other respects, the provisions of the Plan shall remain in full
force and effect.
HUNTINGTON BANCSHARES INCORPORATED
(COMPANY)
Date: November 19, 1997 By: /s/ Brend Warner
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Its: Vice President
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THE HUNTINGTON NATIONAL BANK
(TRUSTEE)
Date: November 19, 1997 By: /s/ Norman Jacobs
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Its: President Trust Division
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and Senior Trust Officer
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