EXHIBIT 10 (i)

                       COMPENSATION COMMITTEE RESOLUTIONS

                                NOVEMBER 20, 2001

                                       RE:
           SECOND AMENDMENT TO THE HUNTINGTON BANCSHARES INCORPORATED
                     2001 STOCK AND LONG-TERM INCENTIVE PLAN

      WHEREAS, the Board of Directors of Huntington Bancshares Incorporated (the
"Corporation") previously adopted and established The Huntington Bancshares
Incorporated 2001 Stock and Long-Term Incentive Plan (the "2001 Plan") which
provides for the grant to eligible employees of the Corporation or its
subsidiaries of options to purchase shares of common stock, without par value,
of the Corporation, grants of restricted stock and grants and payments of other
long-term performance awards pursuant to the terms of the 2001 Plan;

      WHEREAS, Article 2.33 of the 2001 Plan provides that Retirement shall
mean, in case of a Non-employee Director, retirement from the Board at any time
after the Non-employee Director attains age 70 and has served at least 5 years
as a Director;

      WHEREAS, Article 10 of the 2001 Plan currently permits Participants to
name a beneficiary or beneficiaries to whom any Plan benefits may be paid, but
only upon approval by the Compensation and Stock Option Committee;

      WHEREAS, Article 14.1 of the 2001 Plan provides that this Committee may at
any time amend the 2001 Plan;

      WHEREAS, this Committee, deems it desirable and in the best interests of
the Corporation, effective November 20, 2001, to amend Article 2.33 and Article
10 of the 2001 Plan to change the retirement requirements for a Non-employee
Director and to eliminate the need of Committee approval for designating a
beneficiary or beneficiaries under the 2001 Plan.

      NOW, THEREFORE, BE IT RESOLVED, that, effective November 20, 2001, Article
2.33, Article 6.8 and Article 10 of the 2001 Plan shall be amended to change the
retirement requirements for a Non-employee Director and to eliminate the need of
Committee approval for designating a beneficiary or beneficiaries under the 2001
Plan and that the Second Amendment to the 2001 Plan, as presented to this
Committee and as indicated on Exhibit A attached hereto, be, and hereby is,
adopted and approved.

      FURTHER RESOLVED, that the proper officers of the Corporation are
authorized to take such actions or make such findings as determined, in their
discretion, to be necessary or beneficial to effectuate these Resolutions.
                                   EXHIBIT A

           SECOND AMENDMENT TO THE HUNTINGTON BANCSHARES INCORPORATED
                     2001 STOCK AND LONG-TERM INCENTIVE PLAN

            Effective November 20, 2001, Article 2.33 of the Huntington
Bancshares Incorporated 2001 Stock and Long-Term Incentive Plan is hereby
amended and restated in its entirety to read as follows:

            2.33 "Retirement" shall mean, in the case of an Employee, the
      retirement from the employ of the Corporation under one or more retirement
      plans of the Corporation, or as otherwise specified by the Committee, and,
      in the case of a Non-employee Director, shall mean the retirement from the
      Board at any time after the Non-employee Director attains age 55 and has
      served at least 5 years as a Director.

            Effective November 20, 2001, Article 10 of the Huntington Bancshares
Incorporated 2001 Stock and Long-Term Incentive Plan is hereby amended by
deleting the phrase "If permitted by the Committee" from the first sentence of
said Article 10.

            Effective November 20, 2001, Article 6.8 of the Huntington
Bancshares Incorporated 2001 Stock and Long-term Incentive Plan is hereby
amended by deleting the 2nd sentence of Article 6.8 and restating the 2nd
sentence of Article 6.8 to read as follows:

      "In the event that the employment of a Participant is terminated by reason
      of death, all such Participant's Options shall become exercisable in full,
      and the executor or administrator of such Person's estate or a person or
      persons who have acquired the Option directly from such Participant by
      bequest, inheritance, or by reason of a written designation as a
      beneficiary on a form proscribed by the Corporation, shall have until the
      expiration date of such Option or 13 months after the termination of
      employment, whichever first occurs, to exercise any Options."