Item 3.02. Unregistered Sales of Equity Securities.

On March 23, 2009, Huntington Bancshares Incorporated ("Huntington") entered into agreements with certain related institutional shareholders (collectively, the "Institutional Shareholder") pursuant to which Huntington and the Institutional Shareholder agreed to exchange an aggregate of 9,051,000 shares of Huntington common stock for 43,100 shares of Huntington's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Series A Preferred Stock") held by the Institutional Shareholder. The exchange will settle on or before March 25, 2009. The shares of Huntington common stock are being issued to the Institutional Shareholder in reliance upon the exemption set forth in
Section 3(a)(9) of the Securities Act of 1933 for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.

The exchange will result in an addition to Huntington's tangible common equity (total common equity less goodwill and other intangible assets) of $43.1 million.

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