Item 3.02. Unregistered Sales of Equity Securities.

On May 26, 2009 and June 10, 2009, Huntington Bancshares Incorporated (the "Company") entered into agreements with certain shareholders (collectively, the "Shareholders") pursuant to which the Company and the Shareholders agreed to exchange an aggregate of 2,674,378 shares of Company common stock for 16,400 shares of the Company's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Series A Preferred Stock") held by the Shareholders. To the extent the exchanges are not already settled, they will settle on or before June 17, 2009.

On June 11, 2009, the Company entered into an agreement with certain related shareholders (the "June 11 Shareholders") pursuant to which the Company and the June 11 Shareholders agreed to exchange shares of Company common stock for up to 55,984 shares of Series A Preferred Stock held by the June 11 Shareholders. The number of shares of common stock to be exchanged will be determined in accordance with a formula that considers the conversion rate of the Series A Preferred Stock and the per share volume-weighted average of the common stock over the next six business days. The exchange will settle on or before June 22, 2009.

The shares of Company common stock are being issued to the Shareholders and the June 11 Shareholders 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.

Assuming all of the shares of Series A Preferred Stock held by the June 11 Shareholders are exchanged for common shares, the exchanges described in this Current Report on Form 8-K will result in an addition to the Company's tangible common equity (total common equity less goodwill and other intangible assets) of approximately $72.4 million. These exchanges are part of the additional capital actions to increase regulatory common equity that were announced by the Company on May 20, 2009.

-2-

---