EXHIBIT
3.1
HUNTINGTON BANCSHARES INCORPORATED
ARTICLES SUPPLEMENTARY
Huntington Bancshares Incorporated, a Maryland corporation (the Corporation), hereby
certifies to the State Department of Assessments and Taxation that:
FIRST: Under a power contained in Article FIFTH of the charter of the Corporation (the
Charter), the Board of Directors, by duly adopted resolutions, reclassified and designated
1,000,000 authorized but unissued shares of Series A Junior Participating Preferred Stock (the
Series A Junior Shares), as shares of Serial Preferred Stock, par value $.01 per share, with the
preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends
and other distributions, qualifications, and terms and conditions of redemption as set forth in the
Charter.
SECOND: The Series A Junior Shares have been reclassified and designated by the Board of
Directors under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the Board of Directors in the
manner and by the vote required by law.
FOURTH: The undersigned President of the Corporation acknowledges these Articles
Supplementary to be the corporate act of the Corporation and, as to all matters or facts required
to be verified under oath, the undersigned President acknowledges that, to the best of his
knowledge, information and belief, these matters and facts are true in all material respects and
that this statement is made under the penalties of perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in
its name and on its behalf by its President and attested to by its Secretary on this 16th day of
April, 2008.
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ATTEST: |
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HUNTINGTON BANCSHARES INCORPORATED |
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By:
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/s/ Richard A. Cheap |
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By:
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/s/ Thomas E. Hoaglin |
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(SEAL) |
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Name:
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Richard A. Cheap
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Name:
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Thomas E. Hoaglin |
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Title:
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Secretary
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Title:
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President |
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