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.