EXHIBIT 10(S)

Exhibit 10(s)

SECOND AMENDMENT TO THE HUNTINGTON BANCSHARES INCORPORATED
EMPLOYEE STOCK INCENTIVE PLAN


Effective July 16, 2002, Article 3.2 of the Huntington Bancshares
Incorporated Employee Stock Incentive Plan is hereby amended by deleting the
first sentence of Article 3.2 in its entirety and replacing it with the
following sentence:

3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Charter or Bylaws of the Corporation, and subject to the
provisions herein, the Committee shall have full power to
determine the Employees' eligibility to participate in the
Plan; select from time-to-time among the class of eligible
Employees those individuals who shall receive an Award, which
individuals may vary from one grant to another; determine the
sizes and types of Awards; determine the terms and conditions
of Awards in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered
into under the Plan as they apply to Participants; establish,
amend, or waive rules and regulations for the Plan's
administration as they apply to Participants; and (subject to
the provisions of Article 10 herein) amend the terms and
conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as
provided in the Plan.


Effective July 16, 2002, Article 4.1 of the Huntington Bancshares
Incorporated Employee Stock Incentive Plan is hereby amended by deleting the
first sentence of Article 4.1 in its entirety and replacing it with the
following sentence:

4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment
as provided in Article 4.3 herein, the number of Shares hereby
reserved for issuance to Participants under the Plan shall be
five million seven hundred thousand (5,700,000) Shares.