Item 3.02. Unregistered Sales of Equity Securities.

On March 24, 2009, Huntington Bancshares Incorporated ("Huntington") entered into agreements with certain institutional shareholders (each, an "Institutional Shareholder") pursuant to which Huntington and each of the Institutional Shareholders agreed to exchange shares of Huntington common stock for shares of Huntington's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Series A Preferred Stock") held by the Institutional Shareholder. In the aggregate for the transactions, Huntington exchanged 11,715,484 shares of Huntington common stock for 53,809 shares of Series A Preferred Stock. The exchanges will settle on or before March 30, 2009. The shares of Huntington common stock are being issued 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 $53.8 million.

---