EXHIBIT 10(E)

Exhibit 10(e)
- -------------





HUNTINGTON BANCSHARES INCORPORATED


INCENTIVE COMPENSATION PLAN

As Amended and Restated Effective for Performance Cycles
beginning on or after January 1, 1999
(including amendment adopted January 20, 1999)



PURPOSE; EFFECTIVE DATE
-----------------------

1.1 The purpose of this Incentive Compensation Plan ("Plan") is to
encourage, recognize, and reward exceptional levels of corporate, business unit,
and individual performance. The Plan's intent is to use award dollars as a clear
communication vehicle linking the interests of eligible officers with the
interests of Huntington Bancshares Incorporated ("Corporation") by establishing
a direct link between performance and incentive payments. The Plan serves to
reinforce a management style which closely ties officer rewards to performance
directly under his or her control and establishes the Corporation's willingness
to reward individual performance that has a direct impact on incremental
earnings. The purpose of this Incentive Compensation Plan (the "Plan") is to
provide incentive for key employees whose sustained performance directly
influences the creation of shareholder value.

1.2 The Plan, as amended, will become effective upon approval by a
majority of the votes cast by shareholders of the Corporation at the annual
meeting on April 22, 1999, but will relate to Performance Cycles beginning
January 1, 1999, and thereafter. No payments will be made under the Plan unless
shareholder approval is obtained.



1
DEFINITION OF TERMS
-------------------


2.1 As used herein, the following words shall have the meanings stated
after them, unless otherwise specifically provided:

(a) "AWARD" shall mean a cash incentive payment granted to a
Participant under the Plan.

(b) "BASE SALARY" shall mean the annual cash salary payable to
an Officer excluding bonuses, incentive compensation, stock options,
employer contributions to pension or benefit plans, and other forms of
irregular payments and deferred compensation.

(c) "COMMITTEE" shall mean the Compensation and Stock Option
Committee of the Board of Directors of the Corporation, which shall be
composed of two or more directors each of whom is an "outside director"
within the meaning of Section 162(m) as hereinafter defined.

(d) "CORPORATION" shall mean Huntington Bancshares
Incorporated.

(e) "COVERED OFFICERS" shall mean the Participant or
Participants the Committee designates in order to maintain qualified
performance-based compensation within the meaning of Section 162(m).

(f) "EXTRAORDINARY EVENTS" shall mean (i) asset write-downs,
(ii) litigation or claim judgments or settlements, (iii) the effect of
changes in tax law, accounting principles or other such laws or
provisions affecting reported results, (iv) accruals for reorganization
and restructuring programs, (v) capital gains and losses, (vi) special
charges in connection with the mergers and acquisitions, and (vii) any
extraordinary non-recurring items as described in Accounting Principles
Board Opinion No. 30 and/or in management's discussion and analysis of
financial condition and results of operation appearing or incorporated
by


2

reference in the Corporation's Annual Report on Form 10-K filed with
the Securities and Exchange Commission for the applicable year.

(g) "OFFICER" shall mean an officer of the Corporation or of a
Subsidiary.

(h) "PARTICIPANT" shall mean an Officer selected to
participate in the Plan in accordance with section 4.1.

(i) "PERFORMANCE CYCLE" shall mean the calendar year.

(j) "QUALIFYING PERFORMANCE CRITERIA" shall mean any one or
more of the following performance criteria (either individually,
alternatively or in any combination, applied to either the Corporation
as a whole or to a business unit or subsidiary, either individually,
alternatively or in any combination, and measured annually, on an
absolute basis or relative to a pre-established target to previous
years' results or to a designated comparison group, in each case as
specified by the Committee in the Award): (a) net income, (b) earnings
per share, (c) return on equity or return on average equity ("ROAE"),
(d) return on assets or return on average assets, and (e) operating
expenses as a percentage of total revenues (known as the "efficiency
ratio"). In all cases, such amounts will be on either a reported basis
or adjusted to exclude the impact of intangible assets and related
amortization expense (referred to as "cash basis" or "tangible"
results) whichever will produce the higher Award.

(k) "SECTION 162(M)" shall mean Section 162(m) of the Internal
Revenue Code of 1986, as amended, or any successor statute of similar
import.

(l) "SUBSIDIARY" shall mean a subsidiary of the Corporation of
which at least 50% of the voting power is directly or indirectly owned
or controlled by the Corporation.





3
ADMINISTRATION
--------------



3.1 The Committee shall administer the Plan. The Committee is
authorized to interpret and construe the Plan and to adopt such rules,
regulations, and procedures for the administration of the Plan as the Committee
deems necessary or advisable. The Committee's interpretations of the Plan, and
all decisions and determinations made by the Committee, shall be conclusive and
binding on all parties including the Corporation and any person claiming an
Award under the Plan.

PLAN PARTICIPANTS
-----------------

4.1 Participation in the Plan shall be limited to Officers who are
specified by the Committee to be key employees whose performance may, in the
opinion of the Committee, significantly contribute to the long-term strategic
performance and growth of the Corporation. The Committee shall select the
Covered Officers and other Officers who will participate in the Plan for each
Performance Cycle during the first 90 days of the Performance Cycle (or no later
than such earlier or later date as may be the applicable deadline for any
compensation payable to be considered performance-based pursuant to Section
162(m)) and may select Officers who are hired or promoted during a Performance
Cycle to participate for the remainder of the Performance Cycle. Selection to
participate in this Plan in any Performance Cycle does not require the Committee
to, or imply that the Committee will, select the same person to participate in
the Plan in any subsequent Performance Cycle.




4



PERFORMANCE CRITERIA AND GOALS, MAXIMUM AWARD
---------------------------------------------

5.1 PERFORMANCE CRITERIA. Awards paid under the Plan may be based upon
corporate, business unit, and individual performance; however, Awards paid to
Covered Officers under the Plan will be based upon the achievement of a
performance goal or goals measured solely by the Qualifying Performance Criteria
selected by the Committee for a Performance Cycle. Measures of performance for
other Participants will be determined based upon the Qualifying Performance
Criteria selected by the Committee and evaluations of the Participant's business
unit and individual performance. Such evaluations will be made by the
Participant's appropriate manager or senior officer. The Committee may select
different Qualifying Performance Criteria for different incentive groups. The
maximum annual Award payable to any Participant shall not exceed $2,500,000
notwithstanding that the Qualifying Performance Criteria for a Performance Cycle
may exceed the maximum performance goal.

5.2 PERFORMANCE GOALS. The Committee will establish annual written
performance goals reflecting corporate performance. Performance goals based on
the Qualifying Performance Criteria and the potential Award, expressed as a
percentage of base salary as of December 31 of each plan year, that will be
payable upon attainment of those performance goals, will be established in
writing not later than 90 days after the commencement of the year to which the
goals relate (or such earlier or later date as is permitted or required by
Section 162(m)). Potential Awards may vary among Participants in different
incentive groups as determined by the Committee. Extraordinary Events shall
either be excluded or included in determining the extent to which the
corresponding performance goal has been achieved, whichever will produce the
higher Award.

5.3 ADJUSTMENTS. The Committee may increase individual Awards based
upon extraordinary circumstances; however, under no circumstance may the
Committee increase a



5

Covered Officer's Award above the amount determined based on the attainment of
the specified performance goals identified in accordance with Section 5.2. In
addition, notwithstanding the attainment of specified performance goals, the
Committee has the discretion to reduce or eliminate an Award that would
otherwise be paid to any Participant, including any Covered Officer, based on
its evaluation of Extraordinary Events or other factors. However,
notwithstanding Section 9.1 or any provision of the Plan, an Award which is
payable may not be reduced or eliminated following a Change in Control.

PAYMENT OF AWARDS
-----------------


6.1 PAYMENT OF AWARDS. Unless payment is deferred, Awards will be
payable in cash as soon as practicable following the close of the Performance
Cycle and calculation of the amount of the Awards; provided that Awards will be
paid to Covered Officers only after the Committee has certified in writing in
the minutes of a committee meeting or otherwise that performance goals
applicable to Covered Officers and other material terms of the Plan have been
satisfied. Except in the situation of a Change in Control, the Committee may
defer payment of an Award for such period as the Committee may determine. No
Award will be paid to an officer who is not employed by the Corporation or an
affiliate on the day the Award is paid except in the case of death, disability,
or retirement of the officer or in the event that payment of the Award is
deferred by the Committee or that a Change in Control of the Corporation has
occurred. Awards are subject to federal, state and local income and other
payroll tax withholding or the Corporation may require that the Participant pay
to the Corporation an amount equal to any such taxes.

In the event a Participant dies, becomes disabled, or retires before
receipt of payment of an Award, as determined in the sole discretion of the
Committee, the Committee may authorize


6

payment to the Participant or the Participant's estate or beneficiary in such
amount as the Committee deems appropriate.


CHANGE IN CONTROL OF THE CORPORATION
------------------------------------

7.1 INTERIM AWARDS. In the event of a "Change in Control" of the
Corporation, as hereinafter defined, or at the direction of the Committee in
anticipation of a Change in Control, the following provisions shall apply:

(a) The Committee shall make interim incentive compensation
Awards based upon the Corporation's quarterly financial
statements for the quarter ending immediately prior to or
coinciding with the Change in Control.

(b) In determining the amount of interim incentive
compensation Awards, the Committee shall follow the procedures
for granting annual Awards, except that the Committee shall
annualize each objective performance factor used in
calculating such Awards. The amount of the Awards so
calculated shall be pro rated based upon the quarter as of
which the interim Awards are granted in accordance with the
following percentages: First Quarter - 25%; Second Quarter -
50%; Third Quarter - 75%; and Fourth Quarter - 100%

(c) Notwithstanding the foregoing, each interim Award to be
made under this Section 7 to any Participant who received an
Award under this Plan for the Performance Cycle immediately
preceding the year in which the Change in Control occurs,
expressed as a percentage of base salary on a pro rated basis
in accordance with paragraph (b) above, shall be not less than
the Award, expressed on the same


7



basis, actually paid to that Participant under this Plan for
the immediately preceding Performance Cycle.

(d) The Committee shall grant an interim incentive
compensation Award in accordance with this Section 7 to all
Participants of the Plan whether or not the Participants are
employed by the Corporation when the Change in Control becomes
effective.

7.2 CHANGE IN CONTROL DEFINED. For purposes of this section, a "Change
in Control" of the Corporation shall be deemed to have occurred if and when,
after the date hereof, any of the following occurs:

(a) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 25%
or more of the combined voting power of the Corporation's then
outstanding securities; or

(b) A majority of the Board of Directors of the Corporation at any
time is comprised of other than Continuing Directors (for
purposes of this section, the term "Continuing Director" means
a director who was either (i) first elected or appointed as a
Director prior to the date of this Agreement; or (ii)
subsequently elected or appointed as a director if such
director was nominated or appointed by at least a majority of
the then Continuing Directors); or

(c) Any event or transaction if the Corporation would be required
to report it in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act; or

8

(d) Any of the following occurs: (i) a merger or consolidation of
the Corporation, other than a merger or consolidation in which
the voting securities of the Corporation immediately prior to
the merger or consolidation continue to represent (either by
remaining outstanding or being converted into securities of
the surviving entity) 51% or more of the combined voting power
of the Corporation or surviving entity immediately after the
merger or consolidation with another entity; (ii) a sale,
exchange, lease, mortgage, pledge, transfer, or other
disposition (in a single transaction or a series of related
transactions) of all or substantially all of the assets of the
Corporation which shall include, without limitation, the sale
of assets or earning power aggregating more than 50% of the
assets or earning power of the Corporation on a consolidated
basis; (iii) a liquidation or dissolution of the Corporation;
(iv) a reorganization, reverse stock split, or
recapitalization of the Corporation which would result in any
of the foregoing; or (v) a transaction or series of related
transactions having, directly or indirectly, the same effect
as any of the foregoing.


MISCELLANEOUS PROVISIONS.
-------------------------

8.1 GUIDELINES - From time to time the Committee may adopt written
guidelines for implementation and administration of the Plan and in conformity
with Section 162(m).

8.2 BINDING UPON SUCCESSORS - The obligations of the Corporation under
the Plan shall be binding upon any successor corporation or organization which
succeeds to substantially all of the assets and/or business of the Corporation.
The term Corporation, whenever used in this Plan, shall mean and include any
such corporation or organization after such succession.

9

8.3 UNFUNDED PLANS AND RESTRICTIONS ON TRANSFER - It is intended that
the Plan be an "unfunded" plan for incentive compensation. The Committee may
authorize the use of trusts or other arrangements to meet the obligations
hereunder, provided, however, that the existence of such trusts or arrangements
is consistent with the "unfunded" status of the Plan. Any benefits to which a
Participant or his or her beneficiary may become entitled under this Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to so transfer or
encumber such benefits shall be void. This Plan does not give a Participant any
interest, lien, or claim against any specific asset of the Corporation.
Participants and beneficiaries shall have only the rights of a general unsecured
creditor of the Corporation.

8.4 STATUS OF AWARDS UNDER SECTION 162(m) - It is the intent of the
Corporation that Awards granted to persons who are Covered Officers shall
constitute "qualified performance-based compensation" satisfying the
requirements of Section 162(m). Accordingly, the provisions of the Plan shall be
interpreted in a manner consistent with Section 162(m). If any provision of the
Plan or any agreement relating to such an Award does not comply or is
inconsistent with the requirements of Section 162(m), such provision shall be
construed or deemed amended to the extent necessary to conform to such
requirements.

8.5 DEFERRALS OF AWARDS - A Participant may elect to defer payment of
the Participant's Award under the Plan if deferral of an Award under the Plan is
permitted pursuant to the terms of a deferred compensation program established
by the Committee existing at the time the election to defer is permitted to be
made, and the Participant complies with the terms of such program. Deferred
payments may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payment.

10

8.6 EXPENSES OF PLAN - The costs and expenses of administering the Plan
will be borne by the Corporation.

8.7 NO EMPLOYMENT RIGHTS - No Participant has any right to be retained
in the employ of the Corporation or any Subsidiary by virtue of participation in
the Plan.

8.8 GOVERNING LAW - The Plan shall be governed by and construed
according to the laws of the State of Ohio.

AMENDMENT AND TERMINATION
-------------------------

9.1 The Corporation may at any time terminate, or from time to time,
amend the Plan by action of the Board of Directors or by action of the Committee
without shareholder approval unless such approval is required to satisfy the
applicable provisions of Section 162(m).


11