HUNTINGTON BANCSHARES INC/MD
EXHIBIT 10(A)
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>3
<FILENAME>l99245aexv10wa.txt
<DESCRIPTION>EXHIBIT 10(A)
<TEXT>
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                                                               EXHIBIT 10 (a)

                               EXECUTIVE AGREEMENT

         THIS IS AN AGREEMENT between HUNTINGTON BANCSHARES INCORPORATED, a
Maryland corporation (the "Corporation"), with its principal office located at
the Huntington Center, 41 South High Street, Columbus, Ohio 43287, and
__________________(the "Executive"), effective as of ________________.

                                    RECITALS:

         The Corporation considers the establishment and maintenance of a sound
and vital management to be part of its overall corporate strategy and to be
essential to protecting and enhancing the interests of the Corporation and its
shareholders. As part of this corporate strategy, the Corporation wishes to act
to retain its well-qualified executive officers notwithstanding any actual or
threatened change in control of the Corporation.

         The Executive is a key executive officer of the Corporation and the
Executive's services, experience and knowledge of the affairs of the
Corporation, and reputation and contacts in the industry are extremely valuable
to the Corporation. The Executive's continued dedication, availability, advice,
and counsel to the Corporation are deemed important to the Corporation, its
Board of Directors (the "Board"), and its shareholders. It is, therefore, in the
best interests of the Corporation to secure the continued services of the
Executive notwithstanding any actual or threatened change in control of the
Corporation. Accordingly, the Board has approved this Agreement with the
Executive and authorized its execution and delivery on behalf of the
Corporation.

                                   AGREEMENT:

         1. TERM OF AGREEMENT. This Agreement will begin on the date entered
above and will continue in effect through December 31, _______. On December 31,
_______, and on the second anniversary date of each term thereafter (a "Renewal
Date"), the term of this Agreement will be extended automatically for an
additional two-year period unless, not later than 30 days prior to such Renewal
Date, the Corporation gives written notice to the Executive that it has elected
not to extend this Agreement. Notwithstanding the above, if a "Change of
Control" (as defined herein) of the Corporation occurs during the term of this
Agreement, the term of this Agreement will be extended for 36 months beyond the
end of the month in which any such Change of Control occurs.

         2. DEFINITIONS. The following defined terms shall have the meanings set
forth below, for purposes of this Agreement:

                  (a) ANNUAL AWARD. "Annual Award" means the cash payment paid
         or payable to the Executive with respect to a fiscal year under the
         Corporation's Incentive Compensation Plan.


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                  (b) BASE ANNUAL SALARY. "Base Annual Salary" means the greater
         of (1) the highest annual rate of base salary in effect for the
         Executive during the 12 month period immediately prior to a Change of
         Control or, (2) the annual rate of base salary in effect at the time
         Notice of Termination is given (or on the date employment is terminated
         if no Notice of Termination is required).

                  (c) CAUSE. "Cause" means any of the following:

                           (1) The Executive shall have committed a felony or an
                  intentional act of gross misconduct, moral turpitude, fraud,
                  embezzlement, or theft in connection with the Executive's
                  duties or in the course of the Executive's employment with the
                  Corporation or any Subsidiary, and the Board shall have
                  determined that such act is materially harmful to the
                  Corporation;

                           (2) The Corporation or any Subsidiary shall have been
                  ordered or directed by any federal or state regulatory agency
                  with jurisdiction to terminate or suspend the Executive's
                  employment and such order or directive has not been vacated or
                  reversed upon appeal; or

                           (3) After being notified in writing by the Board to
                  cease any particular Competitive Activity (as defined herein),
                  the Executive shall have continued such Competitive Activity
                  and the Board shall have determined that such act is
                  materially harmful to the Corporation.

                           For purposes of this Agreement, no act or failure to
         act on the part of the Executive shall be deemed "intentional" if it
         was due primarily to an error in judgment or negligence, but shall be
         deemed "intentional" only if done or omitted to be done by the
         Executive not in good faith and without reasonable belief that the
         Executive's action or omission was in the best interest of the
         Corporation. Notwithstanding the foregoing, the Executive shall not be
         deemed to have been terminated for "Cause" under this Agreement unless
         and until there shall have been delivered to the Executive a copy of a
         resolution duly adopted by the affirmative vote of not less than
         three-quarters of the Board at a meeting called and held for such
         purposes, after reasonable notice to the Executive and an opportunity
         for the Executive, together with the Executive's counsel (if the
         Executive chooses to have counsel present at such meeting), to be heard
         before the Board, finding that, in the good faith opinion of the Board,
         the Executive had committed an act constituting "Cause" as defined in
         this Agreement and specifying the particulars of the act constituting
         "Cause" in detail. Nothing in this Agreement will limit the right of
         the Executive or the Executive's beneficiaries to contest the validity
         or propriety of any such determination.

                  (d) CHANGE OF CONTROL. "Change of Control" means the
         occurrence of any of the following:

                           (1) Any "person" (as such term is used in Sections
                  13(d) and 14(d) of


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                  the Exchange Act as in effect as of the date of this
                  Agreement), other than the Corporation or any "person" who as
                  of the Effective Date is a director or officer of the
                  Corporation or whose shares of Common Stock of the Corporation
                  are treated as "beneficially owned" (as such term is used in
                  Rule 13d-3 of the Exchange Act as in effect as of the
                  Effective Date) by any such director or officer, becomes the
                  beneficial owner, 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

                           (2) Individuals who, as of the Effective Date,
                  constitute the Board of Directors of the Corporation (the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of the Board, provided, however, that any
                  individual becoming a director subsequent to the date hereof
                  whose election, or nomination for election, was approved by a
                  vote of at least a majority of the directors comprising the
                  Incumbent Board shall be considered as though such individual
                  were a member of the Incumbent Board, but excluding for this
                  purpose any such individual whose initial assumption of office
                  occurs as a result of either an actual or threatened election
                  contest (as such terms are used in Regulation 14A promulgated
                  under the Exchange Act) or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  person other than the Board; or

                           (3) Any of the following occurs:

                                    (A) 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;

                                    (B) 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;

                                    (C) a liquidation or dissolution of the
                           Corporation;

                                    (D) a reorganization, reverse stock split,
                           or recapitalization of the Corporation which would
                           result in any of the foregoing; or

                                    (E) a transaction or series of related
                           transactions having, directly or indirectly, the same
                           effect as any of the foregoing.


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                  (e) CHANGE YEAR. "Change Year" means the fiscal year in which
         a Change of Control occurs.

                  (f) COMPETITIVE ACTIVITY. "Competitive Activity" means that
         Executive's participation, without the written consent of an officer of
         the Corporation, in the management of any business enterprise if such
         enterprise engages in substantial and direct competition with the
         Corporation and such enterprise's revenues derived from any product or
         service competitive with any product or service of the Corporation
         amounted to 10% or more of such enterprise's revenues for its most
         recently completed fiscal year and if the Corporation's revenues for
         such product or service amounted to 10% of the Corporation's revenues
         for its most recently completed fiscal year. "Competitive Activity"
         will not include (i) the mere ownership of securities in any such
         enterprise and the exercise of rights appurtenant thereto and (ii)
         participation in the management of any such enterprise other than in
         connection with the competitive operations of such enterprise.

                  (g) DISABILITY. "Disability" means that, as a result of the
         Executive's incapacity due to physical or mental illness, the Executive
         shall be eligible for the receipt of benefits under the Corporation's
         long term disability plan.

                  (h) EMPLOYEE BENEFITS. "Employee Benefits" means the
         perquisites, benefits, and service credit for benefits as provided
         under any and all employee retirement income and welfare benefit
         policies, plans, programs, or arrangements in which the Executive is
         entitled to participate, including without limitation any stock option,
         stock purchase, stock appreciation, savings, pension, supplemental
         executive retirement, or other retirement income or welfare benefit,
         deferred compensation, incentive compensation, group or other life,
         health, medical/hospital, or other insurance (whether funded by actual
         insurance or self-insured by the Corporation), disability, salary
         continuation, expense reimbursement, and other employee benefit
         policies, plans, programs, or arrangements that may now exist or any
         equivalent successor policies, plans, programs, or arrangements that
         may be adopted hereafter, providing perquisites, benefits, and service
         credit for benefits at least as great in a monetary equivalent as are
         payable thereunder prior to a Change in Control.

                  (i) EMPLOYMENT AGREEMENT. "Employment Agreement" means an
         executed employment agreement between the Corporation and the
         Executive.

                  (j) GOOD REASON. "Good Reason" means the occurrence of any one
         or more of the following:

                           (1) The assignment to the Executive after a Change in
                  Control of the Corporation of duties which are materially
                  different from or inconsistent with the duties,
                  responsibilities, and status of the Executive's position at
                  any time during the 12 month period prior to such Change of
                  Control, or which result in a


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                  significant change in the Executive's authority and
                  responsibility as a senior executive of the Corporation;

                           (2) A reduction by the Corporation in the Executive's
                  Base Annual Salary as of the day immediately prior to a Change
                  of Control of the Corporation, or the failure to grant salary
                  increases and bonus payments on a basis comparable to those
                  granted to other executives of the Corporation, or a reduction
                  of the Executive's most recent highest incentive bonus
                  potential prior to such Change of Control under the
                  Corporation's Incentive Compensation Plan, Long-Term Incentive
                  Plan, or any successor plans;

                           (3) A demand by the Corporation that the Executive
                  relocate to a location in excess of 35 miles from the location
                  where the Executive is currently based, or in the event of any
                  such relocation with the Executive's express written consent,
                  the failure of the Corporation or a Subsidiary to pay (or
                  reimburse the Executive for) all reasonable moving expenses
                  incurred by the Executive relating to a change of principal
                  residence in connection with such relocation and to indemnify
                  the Executive against any loss in the sale of the Executive's
                  principal residence in connection with any such change of
                  residence, all to the effect that the Executive shall incur no
                  loss on an after tax basis;

                           (4) The failure of the Corporation to obtain a
                  satisfactory agreement from any successor to the Corporation
                  to assume and agree to perform this Agreement, as contemplated
                  in Section 14 of this Agreement;

                           (5) The failure of the Corporation to provide the
                  Executive with substantially the same Employee Benefits that
                  were provided to him immediately prior to the Change in
                  Control, or with a package of Employee Benefits that, though
                  one or more of such benefits may vary from those in effect
                  immediately prior to such Change in Control, is substantially
                  comparable in all material respects to such Employee Benefits
                  taken as a whole; or

                           (6) Any reduction in the Executive's compensation or
                  benefits or adverse change in the Executive's location or
                  duties, if such reduction or adverse change occurs at any time
                  after the commencement of any discussion with a third party
                  relating to a possible Change of Control of the Corporation
                  involving such third party, if such reduction or adverse
                  change is in contemplation of such possible Change of Control
                  and such Change of Control is actually consummated within 12
                  months after the date of such reduction or adverse change.

                           The existence of Good Reason shall not be affected by
         the Executive's incapacity due to physical or mental illness. The
         Executive's continued employment shall not constitute a waiver of the
         Executive's rights with respect to any circumstance constituting Good
         Reason under this Agreement. The Executive's determination of Good
         Reason shall be conclusive and binding upon the parties to this
         Agreement provided such


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         determination has been made in good faith. Notwithstanding anything to
         the contrary in this Agreement, in the event that the Executive is
         serving as Chairman and/or Chief Executive Officer of the Corporation
         immediately prior to the Change of Control, the occurrence of the
         Change of Control shall be conclusively deemed to constitute Good
         Reason.

                  (k) HIGHEST INCENTIVE COMPENSATION. "Highest Incentive
         Compensation" means the greater of the Executive's Potential Annual
         Award for the Executive's Incentive Group for (a) the Change Year or
         (b) the fiscal year immediately preceding the Change Year. For purposes
         of (b) above, if the Executive first became a participant in the
         Corporation's Incentive Compensation Plan for the Change Year, the
         Executive shall be deemed to have been a participant in the
         Corporation's Incentive Compensation Plan, and in the same Incentive
         Group, for the fiscal year immediately preceding the Change Year.

                  (l) HIGHEST LONG-TERM INCENTIVE COMPENSATION. "Highest
         Long-Term Incentive Compensation" means the greater of the Executive's
         Potential Long-Term Award for the Executive's Incentive Group pursuant
         to the Corporation's Long-Term Incentive Compensation Plan for (1) the
         multi-year cycle in which the Change Year occurs or (2) the multi-year
         cycle immediately prior to the multi-year cycle in which the Change
         Year occurs; provided, however, that if the Change of Control occurs on
         a date that falls within two multi-year cycles, the Highest Long-Term
         Incentive Compensation shall mean the greater of the Executive's
         Potential Long-Term Award for either of such multi-year cycles. If the
         Executive first became a participant in the Corporation's Long-Term
         Incentive Compensation Plan during the Change Year or the year
         immediately preceding the Change Year, the Executive shall be deemed to
         have been a participant in the Corporation's Long-Term Incentive
         Compensation Plan and in the same Incentive Group for (1) the
         multi-year cycle in which the Change Year occurs and the multi-year
         cycle immediately prior to the multi-year cycle in which the Change
         Year occurs or, (2) if the Change of Control occurs on a date that
         falls within two multi-year cycles, for both such multi-year cycles.

                  (m) INCENTIVE COMPENSATION PLAN. "Incentive Compensation Plan"
         means the Corporation's Incentive Compensation Plan in effect as of the
         effective date of this Agreement, as well as any successor plan.

                  (n) INCENTIVE GROUP. "Incentive Group" means the group or
         category into which an Executive is placed pursuant to the
         Corporation's Incentive Compensation Plan or Long-Term Incentive
         Compensation Plan, as the case may be.

                  (o) LONG-TERM AWARD. "Long-Term Award" means the total amount
         paid or payable at the end of a Performance Cycle under the
         Corporation's Long-Term Incentive Compensation Plan.


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                  (p) LONG-TERM INCENTIVE COMPENSATION PLAN. "Long-Term
         Incentive Compensation Plan" means the Corporation's 2001 Stock and
         Long-Term Incentive Plan effective as of February 21, 2001, as well as
         any successor plan. Should this Agreement require the computation of a
         Long-Term Award relating to periods prior to February 21, 2001, the
         term "Long-Term Incentive Plan" shall mean the Corporation's Long-Term
         Incentive Compensation Plan that was first adopted in 1988, as amended
         from time to time.

                  (q) NOTICE OF TERMINATION. "Notice of Termination" means a
         written notice indicating the specific termination provision in this
         Agreement relied upon and setting forth in reasonable detail the facts
         and circumstances claimed to provide a basis for termination of the
         employment under the provision so indicated.

                  (r) PERFORMANCE CYCLE. "Performance Cycle" means the two,
         three or four calendar year period designated under the Long-Term
         Incentive Compensation Plan, as the case may be.

                  (s) POTENTIAL ANNUAL AWARD. "Potential Annual Award" means the
         maximum possible Annual Award the Executive could receive according to
         his or her Incentive Group pursuant to the Corporation's Incentive
         Compensation Plan assuming that (1) the Corporation met the maximum
         Qualifying Performance Criteria for the Corporation's Incentive
         Compensation Plan for a particular fiscal year (whether or not such
         maximum Qualifying Performance Criteria was or could be met); (2) there
         are no adjustments for business unit or individual performance, and (3)
         the Executive's Base Annual Salary is used to determine the Potential
         Annual Award.

                  (t) POTENTIAL LONG-TERM AWARD. "Potential Long-Term Award"
         means the maximum possible Long-Term Award payable to the Executive
         pursuant to Executive's Incentive Group assuming that (1) the
         Corporation met the maximum Qualifying Performance Criteria for the
         Corporation's Long-Term Incentive Compensation Plan for a particular
         Performance Cycle (whether or not such maximum Qualifying Performance
         Criteria was or could be met); and (2) the Executive's Base Annual
         Salary is used to determine the Potential Long-Term Award.

                  (u) QUALIFYING PERFORMANCE CRITERIA. "Qualifying Performance
         Criteria" means any one or more of the performance criteria determined
         pursuant to the Incentive Compensation Plan or the Long-Term Incentive
         Compensation Plan, as applicable.

                  (v) RETIREMENT. "Retirement" means having reached normal
         retirement age as defined in the Corporation's noncontributory pension
         plan or taking early retirement in accordance with the terms of the
         Corporation's noncontributory pension plan.

                  (w) SEVERANCE BENEFITS. "Severance Benefits" means the
         benefits described in Section 4 of this Agreement, as adjusted by the
         applicable provisions of Section 5 of this Agreement.


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                  (x) STOCK OPTION PLANS. "Stock Option Plans" means the
         Corporation's 1990 Stock Option Plan, the 1994 Stock Option Plan, the
         2001 Stock and Long-Term Incentive Plan, the Employee Stock Incentive
         Plan, and any other stock options plans that the Corporation may adopt
         from time to time.

                  (y) SUBSIDIARY. "Subsidiary" means any corporation, bank, or
         other entity a majority of the voting control of which is directly or
         indirectly owned or controlled at the time by the Corporation.

                  (z) TRANSITION PAY PLAN. "Transition Pay Plan" means the
         Transition Pay Plan of the Corporation in effect as of the Effective
         Date of this Agreement, as well as any successor plan.

                  3. ELIGIBILITY FOR SEVERANCE BENEFITS. The Corporation or its
successor shall pay or provide to the Executive the Severance Benefits if the
Executive's employment is terminated voluntarily or involuntarily during the
term of this Agreement, either:

                  (a) by the Corporation (1) at any time within 36 months after
         a Change of Control of the Corporation, or (2) at any time prior to a
         Change of Control but after the commencement of any discussions with a
         third party relating to a possible Change of Control of the Corporation
         involving such third party, if such termination is in contemplation of
         such possible Change of Control and such Change of Control is actually
         consummated within 12 months after the date of such termination, in
         either case unless the termination is on account of the Executive's
         death or Disability or for Cause, provided that, in the case of a
         termination on account of the Executive's Disability or for Cause, the
         Corporation shall give Notice of Termination to the Executive with
         respect thereto; or

                  (b) by the Executive for Good Reason (1) at any time within 36
         months after a Change of Control of the Corporation or (2) at any time
         after the commencement of any discussions with a third party relating
         to a possible Change of Control of the Corporation involving such third
         party, if such Change of Control is actually consummated within 12
         months after the date of such termination, and, in any such case,
         provided that the Executive shall give Notice of Termination to the
         Corporation with respect thereto.

                  4. SEVERANCE BENEFITS. The Executive, if eligible under
Section 3, shall receive the following Severance Benefits, adjusted by the
applicable provisions of Section 5 (in addition to accrued compensation,
deferred compensation, bonuses, and vested benefits and stock options):

                  (a) BASE ANNUAL SALARY. In addition to any accrued
         compensation payable as of the Executive's termination of employment
         (either by reason of an Employment Agreement or otherwise), a lump sum
         cash amount equal to the Executive's Base Annual Salary, multiplied by
         3.


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                  (b) ANNUAL INCENTIVE COMPENSATION. In addition to any
         compensation payable pursuant to Article 7 of the Corporation's
         Incentive Compensation Plan, a lump sum cash amount equal to the
         Executive's Highest Incentive Compensation, multiplied by 3. In order
         to be entitled to a payment pursuant to this Section 4(b), the
         Executive must have been a participant in the Corporation's Incentive
         Compensation Plan at some time during the 12 month period immediately
         preceding the Change of Control.

                  (c) LONG-TERM INCENTIVE COMPENSATION. In addition to any
         accrued compensation payable pursuant to Article 13 of the
         Corporation's Long-Term Incentive Compensation Plan, a lump sum cash
         amount equal to the Highest Long-Term Incentive Compensation,
         multiplied by 1.5. In order to be entitled to a payment pursuant to
         this Section 4(c), the Executive must have been a participant in the
         Corporation's Long-Term Incentive Compensation Plan at some time during
         the 12 month period immediately preceding the Change of Control.

                  (d) INSURANCE BENEFITS. For a three year period after the date
         the employment is terminated, the Corporation will arrange to provide
         to the Executive at the Corporation's expense, with:

                           (1) HEALTH CARE. Health care coverage comparable to
                  that in effect for the Executive immediately prior to the
                  termination (or, if more favorable to the Executive, that
                  furnished generally to salaried employees of the Corporation),
                  including, but not limited to, hospital, surgical, medical,
                  dental, prescription, and dependent coverage. Upon the
                  expiration of the health care benefits required to be provided
                  pursuant to this subsection 4(d), the Executive shall be
                  entitled to the continuation of such benefits under the
                  provisions of the Consolidated Omnibus Budget Reconciliation
                  Act. Health care benefits otherwise receivable by the
                  Executive pursuant to this subsection 4(d) shall be reduced to
                  the extent comparable benefits are actually received by the
                  Executive from a subsequent employer during the three-year
                  period following the date the employment is terminated and any
                  such benefits actually received by the Executive shall be
                  reported by the Executive to the Corporation.

                           (2) LIFE INSURANCE. Life and accidental death and
                  dismemberment insurance coverage (including any supplemental
                  coverage, purchase opportunity, and double indemnity for
                  accidental death that was available to the Executive) equal
                  (including policy terms) to that in effect at the time Notice
                  of Termination is given (or on the date the employment is
                  terminated if no Notice of Termination is required) or, if
                  more favorable to the Executive, equal to that in effect at
                  the date the Change of Control occurs.

                           (3) DISABILITY INSURANCE. Disability insurance
                  coverage (including policy terms) equal to that in effect at
                  the time Notice of Termination is given (or on the date
                  employment is terminated if no Notice of Termination is
                  required) or, if more favorable to the Executive, equal to
                  that in effect immediately prior to the


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                  Change of Control; provided, however, that no income
                  replacement benefits will be payable under such disability
                  policy with regard to the three year period following a
                  termination of employment provided that the payments payable
                  under subsections 4(b) and (c) above have been made.

                  In the event the Executive's participation in any such plan or
         program is not permitted, the Corporation will directly provide, at no
         after-tax cost to the Executive, the benefits to which the Executive
         would be entitled under such plans and programs.

                  (e) RETIREMENT BENEFITS. The Executive will be entitled to
         receive retirement benefits as provided herein, so that the total
         retirement benefits the Executive receives from the Corporation will
         approximate the total retirement benefits the Executive would have
         received under all (qualified and nonqualified) retirement plans (which
         shall not include severance plans) of the Corporation in which the
         Executive participates were the Executive fully vested under such
         retirement plans and had the Executive continued in the employ of the
         Corporation for 36 months following the date of the Executive's
         termination or until the Executive's Retirement, if earlier (provided
         that such additional period shall be inclusive of and shall not be in
         addition to any period of service credited under any severance plan of
         the Corporation). The benefits specified in this subsection will
         include all ancillary benefits, such as early retirement and survivor
         rights and benefits available at retirement. The amount payable to the
         Executive or the Executive's beneficiaries under this subsection shall
         equal the excess of (1) the retirement benefits that would be paid to
         the Executive or the Executive's beneficiaries, under all retirement
         plans of the Corporation in which the Executive participates if (A) the
         Executive were fully vested under such plans, (B) the 36-month period
         (or the period until the Executive's Retirement, if less) following the
         date of the Executive's termination were added to the Executive's
         credited service under such plans, (C) the terms of such plans were
         those most favorable to the Executive in effect at any time during the
         period commencing prior to the Change of Control and ending on the date
         of Notice of Termination (or on the date employment is terminated if no
         Notice of Termination is required), and (D) the Executive's highest
         average annual compensation as defined under such retirement plans and
         was calculated as if the Executive had been employed by the Corporation
         for a 36-month period (or the period until the Executive's Retirement,
         if earlier) following the date of the Executive's termination and had
         the Executive's compensation during such period been equal to the
         Executive's compensation used to calculate the Executive's benefit
         under subsections 4(a), 4(b), and 4(c); over (2) the retirement
         benefits that are payable to the Executive or the Executive's
         beneficiaries under all retirement plans of the Corporation in which
         the Executive participates. These retirement benefits specified in this
         subsection are to be provided on an unfunded basis, are not intended to
         meet the qualification requirements of Section 401 of the Internal
         Revenue Code, and shall be payable solely from the general assets of
         the Corporation. These retirement benefits shall be payable at the time
         and in the manner provided in the applicable retirement plans to which
         they relate.


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                  (f) OUTPLACEMENT. The Corporation shall pay all fees for
         outplacement services for the Executive up to a maximum equal to 15% of
         the Executive's Annual Base Salary used to calculate the Executive's
         benefit under subsection 4(a), plus provide a travel expense account of
         up to $5,000 to reimburse job search travel.

                  (g) STOCK OPTIONS. Stock Options held by the Executive become
         exercisable upon a Change of Control according to the terms of the
         Corporation's Stock Option Plans as interpreted by the Corporation's
         Compensation Committee as such Committee existed immediately prior to
         the Change of Control.

         In computing and determining Severance Benefits under subsections 4(a),
(b), (c), (d), (e), (f), and (g) above, a decrease in the Executive's salary,
incentive bonus potential, or insurance benefits shall be disregarded if such
decrease occurs within six months before a Change of Control, is in
contemplation of such Change of Control, and is taken to avoid the effect of
this Agreement should such action be taken after such Change of Control. In such
event, the salary, incentive bonus potential, and/or insurance benefits used to
determine Severance Benefits shall be that in effect immediately before the
decrease that is disregarded pursuant to this Section 4.

         The Severance Benefits provided in subsections 4(a), (b), and (c) above
shall be paid not later than 45 business days following the date the Executive's
employment terminates.

         5. TAX GROSS-UP. If any Severance Benefit or other benefit paid or
provided under Section 4, or the acceleration of stock option vesting, or the
payment or distribution of any Employee Benefits or similar benefits are subject
to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as
amended (or any similar federal or state excise tax), the Corporation shall pay
to the Executive such additional compensation as is necessary (after taking into
account all federal, state, and local income taxes payable by the Executive as a
result of the receipt of such additional compensation) to place the Executive in
the same after-tax position he would have been in had no such excise tax (or any
interest or penalties thereon) been paid or incurred with respect to any of such
amounts (the "Tax Gross-Up"). The Corporation shall pay such additional
compensation at the time when the Corporation withholds such excise tax from any
payments to the Executive. The calculation of the Tax Gross-Up shall be approved
by the Corporation's independent certified public accounting firm engaged by the
Corporation immediately prior to the Change in Control and the calculation shall
be provided to the Executive in writing. The Executive shall then be given 15
days, or such longer period as the Executive reasonably requests, to accept or
reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax
Gross-Up calculation and the parties are thereafter unable to agree within an
additional 45 days, the arbitration provisions of Section 10 shall control. The
Corporation shall reimburse the Executive for all reasonable legal and
accounting fees incurred with respect to the calculation of the Tax Gross-Up and
any disputes related thereto.

                  For purposes of determining the amount of the Tax Gross-Up,
the Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the Tax
Gross-Up is to be made and state and local income taxes at


                                      -11-
<PAGE>
                                                                          TIER I

the highest marginal rates of taxation in the state and locality of the
Executive's residence on the date of termination.

                  If the excise tax is subsequently determined to be less than
the amount taken into account hereunder at the time of termination of
employment, the Executive shall repay to the Corporation at the time the
reduction in excise tax is finally determined, the portion of the Tax Gross-Up
attributable to such reduction. Notwithstanding the Executive's acceptance or
rejection of the Tax Gross-Up calculation, if the excise tax is determined to
exceed the amount taken into account hereunder at the time of termination of
employment, the Corporation shall make an additional Tax Gross-Up payment to the
Executive in respect of such excess at the time the amount of such excess is
finally determined.

         6. WITHHOLDING OF TAXES. The Corporation may withhold from any amounts
payable under this Agreement all federal, state, city, or other taxes as
required by law.

         7. ACKNOWLEDGEMENT. The Corporation hereby acknowledges that it will be
difficult and may be impossible for the Executive to find reasonably comparable
employment, or to measure the amount of damages which the Executive may suffer
as a result of termination of employment hereunder. Accordingly, the payment of
the Severance Benefits by the Corporation to the Executive in accordance with
the terms of this Agreement is hereby acknowledged by the Corporation to be
reasonable and will be liquidated damages, and the Executive will not be
required to mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, nor will any profits, income, earnings,
or other benefits from any source whatsoever create any mitigation, offset,
reduction, or any other obligation on the part of the Executive hereunder or
otherwise, except for a reduction in health insurance coverage as provided in
subsection 4(d)(1). The Corporation shall not be entitled to set off or
counterclaim against amounts payable hereunder with respect to any claim, debt,
or obligation of the Executive.

         8. ENFORCEMENT COSTS; INTEREST. The Corporation is aware that, upon the
occurrence of a Change in Control, the Board or a stockholder of the Corporation
may then cause or attempt to cause the Corporation to refuse to comply with its
obligations under this Agreement, or may cause or attempt to cause the
Corporation to institute, or may institute, litigation, arbitration, or other
legal action seeking to have this Agreement declared unenforceable, or may take,
or attempt to take, other action to deny the Executive the benefits intended
under this Agreement. In these circumstances, the purpose of this Agreement
could be frustrated. It is the intent of the Corporation that the Executive not
be required to incur the expenses associated with the enforcement of the
Executive's rights under this Agreement by litigation, arbitration, or other
legal action nor be bound to negotiate any settlement of the Executive's rights
hereunder under threat of incurring such expenses because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive under this Agreement. Accordingly, if following a Change in
Control it should appear to the Executive that the Corporation has failed to
comply with any of its obligations under this Agreement, including the proper
calculation of the Tax Gross-Up, or in the event that the Corporation or any
other person takes any action to declare this Agreement void or


                                      -12-
<PAGE>
                                                                          TIER I

unenforceable, or institute any litigation or other legal action designed to
deny, diminish, or to recover from the Executive, the benefits intended to be
provided to the Executive hereunder, the Corporation irrevocably authorizes the
Executive from time to time to retain counsel (legal and accounting) of the
Executive's choice at the expense of the Corporation as provided in this Section
8 to represent the Executive in connection with the calculation of the Tax
Gross-Up, or the initiation or defense of any litigation or other legal action,
whether by or against the Corporation or any director, officer, stockholder, or
other person affiliated with the Corporation. Notwithstanding any existing or
prior attorney-client relationship between the Corporation and such counsel, the
Corporation irrevocably consents to the Executive entering into an
attorney-client relationship with such counsel, and in that connection the
Corporation and the Executive agree that a confidential relationship shall exist
between the Executive and such counsel. The reasonable fees and expenses of
counsel selected from time to time by the Executive as provided in this Section
shall be paid or reimbursed to the Executive by the Corporation on a regular,
periodic basis upon presentation by the Executive of a statement or statements
prepared by such counsel in accordance with its customary practices. In any
action involving this Agreement, the Executive shall be entitled to prejudgment
interest on any amounts found to be due him from the date such amounts would
have been payable to the Executive pursuant to this Agreement at an annual rate
of interest equal to the prime commercial rate in effect at The Huntington
National Bank or its successor from time to time during the prejudgment period
plus 4 percent.

         9. INDEMNIFICATION. From and after the earliest to occur of a Change of
Control or termination of employment, the Corporation shall (a) for a period of
five years after such occurrence, provide the Executive (including the
Executive's heirs, executors, and administrators) with coverage under a standard
directors' and officers' liability insurance policy at the Corporation's
expense, and (b) indemnify and hold harmless the Executive, to the fullest
extent permitted or authorized by the law of the State of Maryland as it may
from time to time be amended, if the Executive is (whether before or after the
Change of Control) made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that the Executive is or
was a director, officer, or employee of the Corporation or any Subsidiary, or is
or was serving at the request of the Corporation or any Subsidiary as a
director, trustee, officer, or employee of a bank, corporation, partnership,
joint venture, trust, or other enterprise. The indemnification provided by this
Section 9 shall not be deemed exclusive of any other rights to which the
Executive may be entitled under the charter or bylaws of the Corporation or of
any Subsidiary, or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in the Executive's official capacity
and as to action in another capacity while holding such office, and shall
continue as to the Executive after the Executive has ceased to be a director,
trustee, officer, or employee and shall inure to the benefit of the heirs,
executors, and administrators of the Executive.

         10. ARBITRATION. The initial method for resolving any dispute arising
out of this Agreement shall be nonbinding arbitration in accordance with this
Section. Except as provided otherwise in this Section, arbitration pursuant to
this Section shall be governed by the Commercial Arbitration Rules of the
American Arbitration Association. A party wishing to


                                      -13-
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                                                                          TIER I

obtain arbitration of an issue shall deliver written notice to the other party,
including a description of the issue to be arbitrated. Within 15 days after
either party demands arbitration, the Corporation and the Executive shall each
appoint an arbitrator. Within 15 additional days, these two arbitrators shall
appoint the third arbitrator by mutual agreement; if they fail to agree within
this 15 day period, then the third arbitrator shall be selected promptly
pursuant to the rules of the American Arbitration Association for Commercial
Arbitration. The arbitration panel shall hold a hearing in Columbus, Ohio,
within 90 days after the appointment of the third arbitrator. The fees and
expenses of the arbitrator, and any American Arbitration Association fees, shall
be paid by the Corporation. Both the Corporation and the Executive may be
represented by counsel (legal and accounting) and may present testimony and
other evidence at the hearing. Within 90 days after commencement of the hearing,
the arbitration panel will issue a written decision; the majority vote of two of
the three arbitrators shall control. The majority decision of the arbitrators
shall not be binding on the parties, and the parties may pursue other available
legal remedies if the parties are not satisfied with the majority decision of
the arbitrator. The Executive shall be entitled to seek specific performances of
the Executive's rights under this Agreement during the pendency of any dispute
or controversy arising under or in connection with this Agreement.

         11. EMPLOYMENT RIGHTS. This Agreement sets forth the Severance Benefits
payable to the Executive in the event the Executive's employment with the
Corporation is terminated under certain conditions specified in Section 3. This
Agreement is not an employment contract nor shall it confer upon the Executive
any right to continue in the employ of the Corporation or its Subsidiaries and
shall not in any way affect the right of the Corporation or its Subsidiaries to
dismiss or otherwise terminate the Executive's employment at any time with or
without cause.

         12. ARRANGEMENTS NOT EXCLUSIVE. The specific benefit arrangements
referred to in this Agreement are not intended to exclude the Executive from
participation in or from other benefits available to executive personnel
generally or to preclude the Executive's right to other compensation or benefits
as may be authorized by the Board at any time. The provisions of this Agreement
and any payments provided for hereunder shall not reduce any amounts otherwise
payable, or in any way diminish the Executive's existing rights, or rights which
would accrue solely as the result of the passage of time under any compensation
plan, benefit plan, incentive plan, stock option plan, employment agreement, or
other contract, plan, or arrangement except as may be specified in such
contract, plan, or arrangement. Notwithstanding anything to the contrary in this
Section 12, the Severance Benefits provided in Section 4 are in lieu of any
benefits to which the Executive would be entitled following the termination of
his or her employment pursuant to any Employment Agreement or pursuant to the
Corporation's Transition Pay Plan or any successor to such plan.

         13. TERMINATION. Except for termination of employment described in
Section 3, this Agreement shall terminate if the employment of the Executive
with the Corporation shall terminate prior to a Change in Control.

         14. SUCCESSORS; BINDING AGREEMENTS. This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal and legal
representatives, executors,


                                      -14-
<PAGE>
                                                                          TIER I

administrators, successors, heirs, distributees, devisees, and legatees. The
Executive's rights and benefits under this Agreement may not be assigned, except
that if the Executive dies while any amount would still be payable to the
Executive hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement, to the beneficiaries designated by the Executive to receive
benefits under this Agreement in a writing on file with the Corporation at the
time of the Executive's death or, if there is no such beneficiary, to the
Executive's estate. The Corporation will require any successor (whether direct
or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the Corporation (or of any
division or Subsidiary thereof employing the Executive) to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Corporation would be required to perform it if no such succession had taken
place. Failure of the Corporation to obtain such assumption and agreement prior
to the effectiveness of any such succession shall be a breach of this Agreement
and shall entitle the Executive to compensation from the Corporation in the same
amount and on the same terms to which the Executive would be entitled hereunder
if the Executive terminated employment for Good Reason following a Change of
Control.

         15. NO VESTED INTEREST. Neither the Executive nor the Executive's
beneficiaries shall have any right, title, or interest in any benefit under this
Agreement prior to the occurrence of the right to the payment of such benefit.

         16. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the such addresses as each party may designate from time to time to the other
party in writing in the manner provided herein. Unless designated otherwise
notices to the Corporation should be sent to the Corporation at:

                           Huntington Bancshares Incorporated
                           41 South High Street
                           Columbus, Ohio  43287
                           Attention:  Cindy Rohletter/Corporate Compensation

Until designated otherwise, notices shall be sent to the employee at the address
indicated on the Beneficiary Designation and Notice form attached hereto as
Exhibit A. If the parties by mutual agreement supply each other with telecopier
numbers for the purposes of providing notice by facsimile, such notice shall
also be proper notice under this Agreement. Notice sent by certified or
registered mail shall be effective two days after deposit by delivery to the
U.S. Post Office.

         17. SAVINGS CLAUSE. If any payments otherwise payable to the Executive
under this Agreement are prohibited or limited by any statute or regulation in
effect at the time the payments would otherwise be payable, including, without
limitation, any regulation issued by the Federal Deposit Insurance Company (the
"FDIC") that limits executive change of control payments that can be made by an
FDIC insured institution or its holding company if the institution is
financially troubled (any such limiting statute or regulation a "Limiting
Rule"):


                                      -15-
<PAGE>
                                                                          TIER I

                  (a) Corporation will use its best efforts to obtain the
         consent of the appropriate governmental agency (whether the FDIC or any
         other agency) to the payment by Corporation to the Executive of the
         maximum amount that is permitted (up to the amounts that would be due
         to the Executive absent the Limiting Rule); and

                  (b) the Executive will be entitled to elect to have apply, and
         therefore to receive benefits directly under, either (i) this Agreement
         (as limited by the Limiting Rule) or (ii) any generally applicable
         Corporation severance, separation pay, and/or salary continuation plan
         that may be in effect at the time of the Executive's termination.

Following any such election, the Executive will be entitled to receive benefits
under this agreement or plan elected only if and to the extent the agreement or
plan is applicable and subject to its specific terms.

         18. AMENDMENT; WAIVER. This Agreement may not be amended or modified
and no provision may be waived unless such amendment, modification, or waiver is
agreed to in writing and signed by the Executive and the Corporation.

         19. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         20. PRIOR EXECUTIVE AGREEMENTS. This Agreement supersedes any and all
prior Executive Agreements between the Corporation (or any predecessor of the
Corporation) and the Executive and no payments or benefits of any kind shall be
made under, on account of, or by reference to the prior Executive Agreements.

         21. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

         22. GOVERNING LAW. Except as otherwise provided, this Agreement shall
be governed by the laws of the State of Ohio, without giving effect to any
conflict of law provisions.



                                      -16-
<PAGE>
                                                                          TIER I

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and
year written above.

                                  CORPORATION:

                                  HUNTINGTON BANCSHARES
                                  INCORPORATED

                                  By:
                                     ------------------------------------------
                                     Chief Executive Officer


                                 EXECUTIVE:

                                 ----------------------------------------------





                                      -17-
<PAGE>

                                                                          TIER I

         EXHIBIT A

                     BENEFICIARY DESIGNATION AND NOTICE FORM

BENEFICIARY DESIGNATION

         In the event of my death, I direct that any amounts due me under the
Agreement to which this Beneficiary Designation is attached shall be distributed
to the person designated below. If no beneficiary shall be living to receive
such assets they shall be paid to the administrator or executor of my estate.

NOTICE

         Until notified otherwise, pursuant to Section 16 of the Agreement,
notices should be sent to me at the following address



                           ---------------------------------------
                           Street Address


                           ---------------------------------------
                           City, State and Zip Code






-------------------------------            ------------------------------------
Date                                       Executive


                                           ------------------------------------
                                           Beneficiary


                                           ------------------------------------
                                           Relationship to Executive


                                      -18-

</TEXT>
</DOCUMENT>
