Exhibit 10 g(3)

                             FOURTH AMENDMENT TO THE
          HUNTINGTON BANCSHARES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         Effective January 1, 2000, Section 2.04 is amended to read as set forth
below:

         SECTION 2.04 AVERAGE MONTHLY EARNINGS The term "Average Monthly
Earnings" shall mean the Member's highest twelve (12) consecutive months of base
compensation out of the previous sixty (60) months at the time of retirement or
the incidence of Disability, if earlier, divided by 12. Effective for
compensation paid after December 31, 1999, base compensation includes 50% (fifty
percent) of bonuses and incentive or commission compensation paid or deferred
pursuant to incentive plans with one year or less measurement periods.

         Effective January 1, 1999, Section 4.01 is amended to read as set forth
below:

         SECTION 4.01 When a Member retires on or after his Normal Retirement
Date, he shall be entitled to receive a Monthly Retirement Income under this
Plan as calculated by the Administrative Committee. The amount of a Member's
Monthly Retirement Income shall be sixty-five percent (65%) of his Average
Monthly Earnings reduced by the amounts set forth in Sections 4.01(a), 4.01(b)
and 4.01(c).

         Sections 4.01(a) through 4.01(c) are unchanged.