Item 3.02. Unregistered Sales of Equity Securities.

On March 26 and 27, 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 each transaction, Huntington exchanged 8,524,800 shares of Huntington common stock for 37,200 shares of Series A Preferred Stock. The exchanges will settle on or before April 2, 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 $37.2 million.

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