EXHIBIT 10(N)(3)

Exhibit 10(n)(3)

SECOND AMENDMENT
TO
HUNTINGTON BANCSHARES INCORPORATED
1990 STOCK OPTION PLAN
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Effective August 21, 1996, the Huntington Bancshares Incorporated 1990
Stock Option Plan (the "Plan") shall be amended as follows:

1. Section 5(g) of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section 5(g):

"(g) Except as provided below, no option shall be transferable by the
Optionholder, except by will or the laws of descent and distribution,
and shall be exercisable during his or her lifetime only by such
Optionholder. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the option contrary to the
provisions hereof, and the levy of any execution, attachment or
similar process upon the option, shall thereupon cause the option to
terminate and be cancelled, and such option shall then be null and
void and without effect.

Notwithstanding the above, an Optionholder may, to the extent provided
in this Plan: (a) designate in writing a beneficiary to exercise his
or her Non-Statutory Stock Option after the Optionholder's death; (b)
transfer a Non-Statutory Stock Option to a revocable inter vivos trust
as to which the Optionholder is the settlor; and (c) transfer a
Non-Statutory Stock Option for no consideration to any of the
following permissible transferees (each a "Permissible Transferee"):
(w) any member of the Immediate Family of the Optionholder to whom
such Non-Statutory Stock Option was granted, (x) any trust solely for
the benefit of members of the Optionholder's Immediate Family, or (y)
any partnership whose only partners are members of the Optionholder's
Immediate Family; and further provided that (i) the transferee shall
remain subject to all of the terms and conditions applicable to such
Non-Statutory Stock Options prior to and after such transfer; and (ii)
any such transfer shall be subject to and in accordance with the rules
and regulations prescribed by the Committee in accordance with Section
5. Any such transfer to a Permissible Transferee shall consist of one
or more options covering a minimum of five thousand (5,000) option
shares. A Non-Statutory Stock Option may not be retransferred by a
Permissible Transferee except by will or the laws of descent and
distribution and then only another Permissible Transferee. In the case
of (b) and (c) the option




shall only be exercisable by the trustee or Permissible Transferee, as
applicable. For the purposes of this Section 6, "Immediate Family"
means, with respect to a particular Optionholder, such Optionholder's
child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive
relationships."

2. The last sentence of Section 5(l) is hereby deleted in its entirety.