Item 8.01. Other Events.
On September 18, 2009, Huntington Bancshares Incorporated (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. ("Goldman Sachs"), on behalf of themselves and the several underwriters specified therein (the "Underwriters"), with respect to the sale of 95,238,000 shares of common stock, par value $0.01, of the Company ("Common Stock") to the Underwriters in connection with a public underwritten offering. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 14,285,700 additional shares of Common Stock, which the Underwriters exercised in full. On September 23, 2009, the Company completed the sale of the 109,523,700 shares of Common Stock to the Underwriters.
The public underwritten offering is more fully described in a prospectus supplement, filed with the Securities and Exchange Commission (the "Commission") on September 18, 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"). A copy of the Underwriting Agreement is included as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description Exhibit 1.1 Underwriting Agreement, dated September 18, 2009, between Huntington Bancshares Incorporated and Goldman, Sachs & Co., on behalf of themselves and the several underwriters specified therein.

---