Item 8.01. Other Events.
On May 8, 2009, Huntington Bancshares Incorporated (the "Company") issued a press release announcing the completion of its discretionary equity issuance program, pursuant to which the Company issued approximately 38.5 million shares of its common stock, par value $0.01 per share ("Common Stock"), resulting in gross proceeds of $120 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Shares of Common Stock issued under the program were sold pursuant to an Equity Distribution Agreement, dated April 23, 2009, with Goldman, Sachs & Co. ("Goldman Sachs") which was amended by the Amendment No. 1 to the Equity Distribution Agreement, dated May 7, 2009 (the "Amendment" and, the Equity Distribution Agreement as amended by the Amendment, the "Agreement"). The sole purpose of the Amendment was to increase the aggregate offering price of the shares of Common Stock offered and sold pursuant to the Agreement from $100,000,000 to $120,000,000.
Further details regarding the terms of the Agreement are set forth in the Company's Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the "Commission") on April 24, 2009, which is incorporated herein by reference.
Shares of Common Stock sold pursuant to the Agreement were issued pursuant to a prospectus supplement filed with the Commission on April 24, 2009, as supplemented by a prospectus supplement addendum filed with the Commission on May 8, 2009, to the accompanying prospectus filed with the Commission on January 13, 2009, as part of the Company's Registration Statement on Form S-3ASR (File No. 333-156700) (the "Registration Statement"). The Amendment is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company's Registration Statement and are incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description Exhibit 5.1 Opinion of Venable LLP, regarding validity of the securities to be issued. Exhibit 23.1 Consent of Venable LLP (included in Exhibit 5.1). Exhibit 99.1 Press release, released May 8, 2009 Exhibit 99.2 Amendment No. 1, dated May 7, 2009, to the Equity Distribution Agreement, dated April 23, 2009, between Huntington Bancshares Incorporated and Goldman, Sachs & Co.

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