Exhibit 99.2

HUNTINGTON BANCSHARES INCORPORATED

AMENDMENT NO. 1 TO THE
EQUITY DISTRIBUTION AGREEMENT

May 7, 2009

Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

          Reference is made to the Equity Distribution Agreement, dated April 23, 2009 (the “Agreement”), between Huntington Bancshares Incorporated, a Maryland corporation (the “Company”), and Goldman, Sachs & Co. (the “Manager”). In consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Manager hereby agree to enter into this Amendment No. 1 to the Agreement, dated the date hereof (the “Amendment No. 1”).

          SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

          SECTION 2. Amendment of the Agreement.

          (a) On and after the Amendment Effective Date (as defined below), any reference in the Agreement to the phrase “$100,000,000” shall be deemed to read “$120,000,000”.

          (b) The Amendment Effective Date shall be a Representation Date for all purposes under the Agreement.

          (c) Notwithstanding Section 8(c) of the Agreement, the Agreement shall be deemed to have been in full force and effect at all time times from and including the first date on which $100,000,000 aggregate offering price of the Shares have been sold under the Agreement to and including the Amendment Effective Date.

          (d) Solely with respect to the Shares of which Time of Sale occurs on or after the Amendment Effective Date, the term “Prospectus Supplement” shall mean the final prospectus supplement, relating to the Common Stock, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on April 24, 2009, as supplemented by a prospectus supplement addendum, relating to such Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the Amendment Effective Date, in the form furnished by the Company to the Manager in connection with the offering of such Shares.

          SECTION 3. Effectiveness. This Amendment No. 1 shall become effective as of the date hereof (the “Amendment Effective Date”). Upon the effectiveness hereof, all references

in the Agreement to “this Agreement” or the like shall refer to the Agreement as further amended hereby.

          SECTION 4. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

          SECTION 5. Law; Construction. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 6. Entire Agreement. This Amendment No. 1 and the Agreement as further amended hereby constitute the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

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If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 and your acceptance shall constitute a binding agreement between the Company and the Manager. Alternatively, the execution of this Amendment No. 1 by the Company and its acceptance by or on behalf of the Manager may be evidenced by an exchange of telegraphic or other written communications.

ACCEPTED as of the date
first above written

GOLDMAN, SACHS & CO.

By:		/s/ Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)