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EXHIBIT 10(a)
FIRST AMENDMENT TO HUNTINGTON BANCSHARES INCORPORATED
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
Effective as set forth below, the Huntington Bancshares Incorporated
Amended and Restated 1994 Stock Option Plan shall be amended as follows:
1. Effective for exercises after June 30, 2000, Section 8(e) of the 1994
Plan is hereby amended and restated in its entirety to read as follows:
(e) Upon the exercise of any option, the Optionholder shall be
required to pay, or make satisfactory provision for payment, to HBI of
an amount equal to any tax which HBI is required to withhold under any
federal, state or local tax laws in connection with the exercise of any
option granted under this Plan. The Optionholder may satisfy this
obligation, in whole or in part, with respect to any option exercised
by making an election ("Election") at the time the Optionholder
provides written notice of exercise to HBI pursuant to Section 8(b)
above to either (i) have HBI withhold from the shares otherwise to be
delivered on the exercise of the option that number of shares of HBI
having a fair market value equal to the amount of the withholding
requirement, or (ii) to deliver to HBI sufficient shares of HBI having
a fair market value equal to the amount of the withholding requirement.
Such shares shall be valued at their fair market value on the date that
income from the exercise of such option becomes taxable ("Tax Date").
At the time of making an Election, the Optionholder may certify to the
Committee the rates (which shall not exceed the maximum Federal and the
maximum state statutory rates applicable to the income of individuals
for the year in which Tax Date occurs, exclusive of any effect that
losses of deduction or credits at various income levels may have on
such Optionholder's taxes) at which the Optionholder, upon adequate
investigation, expects his or her income from the shares to be taxed
and requests that withholding with respect to Federal and state income
taxes be made at such rates. Notwithstanding anything herein to the
contrary, for exercises of options after June 30, 2000, an Optionholder
may not make an Election that would (i) require HBI to withhold from
the shares otherwise to be delivered upon exercise, or (ii) require HBI
to accept shares of HBI, in an amount that is in excess of the tax
which HBI is required to withhold based on the minimum statutory
withholding rates for federal, state and local tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income
resulting from the exercise of any option granted under this Plan.
Delivery of or withholding of fractional shares shall not be permitted.
Upon receipt of payment of the exercise price or written
direction with respect to such exercise price and upon payment or
satisfactory provision for payment of any taxes due on the exercise of
any option, HBI shall issue and deliver to the person exercising the
option a certificate or certificates for the shares with respect to
which the option shall have been so exercised (less any shares withheld
in payment of the exercise price or any withholding requirement), dated
as of the date of exercise.
2. Effective as of May 17, 2000, the beginning phrase of the second
sentence of Section 7(e) of the 1994 Plan is hereby amended to read
"Notwithstanding the second paragraph of Section 7(b)."
