EXHIBIT 10 (b)


       FOURTH AMENDMENT TO THE HUNTINGTON BANCSHARES INCORPORATED AMENDED
                       AND RESTATED 1994 STOCK OPTION PLAN


                Section 8(d) of the Huntington Bancshares Incorporated Amended
and Restated 1994 Stock Option Plan is hereby by deleting said paragraph in its
entirety and replacing it with the following:

        "Each written notice of exercise shall be accompanied by the payment
either (i) by check payable to HBI in the amount of the purchase price of the
shares then being purchased, (ii) shares of HBI having a fair market value equal
to the purchase price of the shares then being purchased, or by written
direction to HBI signed by the person entitled to exercise the option to
withhold from the shares otherwise to be delivered on the exercise of the option
that number of shares having a fair market value equal to the exercise price;
(iii) a combination of (i) and (ii); or (iv) with respect to non-statutory
options only, by delivering a properly executed exercise notice together with
irrevocable instructions (which may be by the use of the telephone or other
means of electronic communication) to a broker to deliver promptly to HBI the
amount of sale or loan proceeds to pay the exercise price of the shares being
exercised, as permitted under the Federal Reserve Board's Regulation T, subject
to applicable securities laws restrictions"