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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 21, 2009, the Board of Directors of Huntington Bancshares Incorporated adopted Amended and Restated Bylaws for the company, effective January 21, 2009. The Bylaws were amended and restated to: establish procedures for stockholders to call special meetings of stockholders (Section 1.02); change the vote standard for the election of directors from a plurality vote to a majority vote (Section 1.05); amend the advance notice provisions for stockholder nominations for directors and stockholder business proposals to expand the information required to be provided by the stockholder making the nomination or proposal and synchronize the notice deadlines with the federal proxy rules (Section 1.08 and former Section 1.09); change the age limit for appointment, nomination or election as a director from 75 years to 70 years (Section 2.02); and make other non-substantive and conforming changes. The foregoing description is qualified in its entirety by the text of the Amended and Restated Bylaws, a copy of which is attached hereto and filed as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No. -- Description
3.1 -- Huntington Bancshares Incorporated Amended and Restated Bylaws dated January 21, 2009.

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