EXHIBIT 10(B)

EXHIBIT 10(b)


THIRD AMENDMENT TO HUNTINGTON BANCSHARES INCORPORATED
1990 STOCK OPTION PLAN

Effective for exercises after June 30, 2000, Section 5(l) of the
Huntington Bancshares Incorporated 1990 Stock Option Plan is hereby amended and
restated in its entirety to read as follows:

Upon the exercise of a Non-Statutory Stock Option, an
Optionholder shall be required to pay, or make satisfactory provision
for payment, to the Company of an amount equal to any tax which the
Company is required to withhold under any federal, state or local tax
laws in connection with the exercise of such Non-Statutory Stock
Option. The Optionholder may satisfy this obligation, in whole or in
part, with respect to each individual Non-Statutory Stock Option
exercised by making an election ("Election") at the time the
Optionholder provides written notice of exercise to HBI pursuant to
Section (k) above to either (i) have HBI withhold from the shares
otherwise to be delivered on the exercise of the option that number of
shares of HBI having a fair market value equal to the amount of the
withholding requirement, or (ii) to deliver to the Company sufficient
shares of HBI having a fair market value equal to the amount of the
withholding requirement. Such shares shall be valued at their Fair
Market Value on the date that income from the exercise of such
Non-Statutory Stock Option becomes taxable to the Optionholder ("Tax
Date"). At the time of making an Election, the Optionholder may certify
to the Committee the rates (which shall not exceed the maximum Federal
and the maximum state statutory rates applicable to the income of
individuals for the year in which Tax Date occurs, exclusive of any
effect that losses of deduction or credits at various income levels may
have on such Optionholder's taxes) at which the Optionholder, upon
adequate investigation, expects his or her income from the shares to be
taxed and requests that withholding with respect to Federal and state
income taxes be made at such rates. Notwithstanding anything herein to
the contrary, for exercises of options after June 30, 2000, an
Optionholder may not make an Election that would (i) require HBI to
withhold from the shares otherwise to be delivered upon exercise, or
(ii) require the Company to accept shares of HBI, in an amount that is
in excess of the tax which HBI is required to withhold based on the
minimum statutory withholding rates for federal, state and local tax
purposes, including payroll taxes, that are applicable to such
supplemental taxable income resulting from the exercise of any
Non-Statutory Stock Option granted under this Plan. Delivery of or
withholding of fractional shares shall not be permitted.