HUNTINGTON BANCSHARES INC/MD
EXHIBIT 10(A)
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<TYPE>EX-10.A
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<DESCRIPTION>EXHIBIT 10(A)
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10(a)</B>



<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="center" style="font-size: 10pt"><B>EXECUTIVE AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>This is an Agreement </B>between <B>Huntington Bancshares Incorporated, </B>a
Maryland corporation (the &#147;Corporation&#148;), with its principal office located at
the Huntington Center, 41 South High Street, Columbus, Ohio 43287,
and
<B><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</B>(the &#147;Executive&#148;), which shall be effective as of <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
(the &#147;Effective Date&#148;).


<P align="center" style="font-size: 10pt"><B>Recitals:</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive is a key executive officer of the Corporation and the
Executive&#146;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&#146;s continued dedication, availability,
advice, and counsel to the Corporation are deemed important to the Corporation,
its Board of Directors (the &#147;Board&#148;), 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.


<P align="center" style="font-size: 10pt"><B>Agreement:</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Term
of Agreement. </B>The Agreement will begin on the Effective Date and
will continue in effect through December&nbsp;31,
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>. On December&nbsp;31, <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>, and
on the second anniversary date of each term thereafter (a &#147;Renewal Date&#148;), the
term of this Agreement will be extended automatically for an additional
two-year period unless, not later than 30&nbsp;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 &#147;Change of Control&#148; (as
defined herein) of the Corporation occurs during the term of this Agreement,
the term of this Agreement will be extended for 36&nbsp;months beyond the end of the
month in which any such Change of Control occurs.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;Definitions. </B>The following defined terms shall have the meanings set
forth below, for purposes of this Agreement:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <B>Annual Award. </B>&#147;Annual Award&#148; means the cash payment paid or
payable to the Executive with respect to a fiscal year under the
Corporation&#146;s Incentive Compensation Plan.


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Base Annual Salary</B>. &#147;Base Annual Salary&#148; means the greater of
(1)&nbsp;the highest annual rate of base salary in effect for the Executive
during the 12&nbsp;month period immediately prior to a Change of Control or,
(2)&nbsp;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).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <B>Cause. </B>&#147;Cause&#148; means any of the following:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s duties or
in the course of the Executive&#146;s employment with the Corporation or
any Subsidiary, and the Board shall have determined that such act
is materially harmful to the Corporation;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s employment and
such order or directive has not been vacated or reversed upon
appeal; or



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, no act or failure to act on the part
of the Executive shall be deemed &#147;intentional&#148; if it was due primarily to
an error in judgment or negligence, but shall be deemed &#147;intentional&#148;
only if done or omitted to be done by the Executive not in good faith and
without reasonable belief that the Executive&#146;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 &#147;Cause&#148; 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&#146;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 &#147;Cause&#148; as defined
in this Agreement and specifying the particulars of the act constituting
&#147;Cause&#148; in detail. Nothing in this Agreement will limit the right of the
Executive or the Executive&#146;s beneficiaries to contest the validity or
propriety of any such determination.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <B>Change of Control. </B>&#147;Change of Control&#148; means the occurrence of
any of the following:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) Any &#147;person&#148; (as such term is used in Sections 13(d) and
14(d) of


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="left" style="margin-left:3%; font-size: 10pt">the Exchange Act as in effect as of the date of this
Agreement), other than the Corporation or any &#147;person&#148; 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
&#147;beneficially owned&#148; (as such term is used in Rule&nbsp;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&#146;s then
outstanding securities; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Individuals who, as of the Effective Date, constitute the
Board of Directors of the Corporation (the &#147;Incumbent Board&#148;) 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



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) Any of the following occurs:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) a liquidation or dissolution of the Corporation;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) a reorganization, reverse stock split, or
recapitalization of the Corporation which would result in any
of the foregoing; or



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E) a transaction or series of related transactions
having, directly or indirectly, the same effect as any of the
foregoing.


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <B>Change Year. </B>&#147;Change Year&#148; means the fiscal year in which a
Change of Control occurs.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <B>Competitive Activity. </B>&#147;Competitive Activity&#148; means that
Executive&#146;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&#146;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&#146;s revenues for its most
recently completed fiscal year and if the Corporation&#146;s revenues for such
product or service amounted to 10% of the Corporation&#146;s revenues for its
most recently completed fiscal year. &#147;Competitive Activity&#148; will not
include (i)&nbsp;the mere ownership of securities in any such enterprise and
the exercise of rights appurtenant thereto and (ii)&nbsp;participation in the
management of any such enterprise other than in connection with the
competitive operations of such enterprise.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <B>Disability. </B>&#147;Disability&#148; means that, as a result of the
Executive&#146;s incapacity due to physical or mental illness, the Executive
shall be eligible for the receipt of benefits under the Corporation&#146;s
long term disability plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <B>Employee Benefits</B>. &#147;Employee Benefits&#148; 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 and
benefits, at least as great in a monetary equivalent as are payable
thereunder prior to a Change in Control.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <B>Employment Agreement. </B>&#147;Employment Agreement&#148; means an executed
employment agreement between the Corporation and the Executive.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <B>Good Reason. </B>&#147;Good Reason&#148; means the occurrence of any one or
more of the following:



<P align="left" style="margin-left:9%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) The assignment to the Executive after a Change in Control
of the Corporation of duties which are materially and adversely
different from or inconsistent with the duties, responsibilities,
and status of the Executive&#146;s position at any time during the 12
month period prior to such Change of Control, or which


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:9%; font-size: 10pt">result in a significant change in the Executive&#146;s authority
and responsibility as a senior executive of the Corporation;



<P align="left" style="margin-left:9%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) A reduction by the Corporation in the Executive&#146;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&#146;s most recent highest incentive bonus potential prior to
such Change of Control under the Corporation&#146;s Incentive
Compensation Plan, Long-Term Incentive Plan, or any successor
plans;



<P align="left" style="margin-left:9%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;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&#146;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;



<P align="left" style="margin-left:9%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&nbsp;14 of this
Agreement;



<P align="left" style="margin-left:9%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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



<P align="left" style="margin-left:9%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6) Any reduction in the Executive&#146;s compensation or benefits
or adverse change in the Executive&#146;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&nbsp;months after the date of such
reduction or adverse change.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The existence of Good Reason shall not be affected by the
Executive&#146;s incapacity due to physical or mental illness. The
Executive&#146;s continued employment shall not constitute a waiver of the
Executive&#146;s rights with respect to any circumstance constituting Good
Reason under this Agreement. The Executive&#146;s determination of Good
Reason shall be conclusive and binding upon the parties to this Agreement
provided such


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">determination has been made in good faith. Notwithstanding anything
to the contrary in this Agreement, in the event that the Executive is
serving as 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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <B>Highest Incentive Compensation. </B>&#147;Highest Incentive
Compensation&#148; means the greater of the Executive&#146;s Potential Annual Award
for the Executive&#146;s Incentive Group for (a)&nbsp;the Change Year or (b)&nbsp;the
fiscal year immediately preceding the Change Year. For purposes of (b)
above, if the Executive first became a participant in the Corporation&#146;s
Incentive Compensation Plan for the Change Year, the Executive shall be
deemed to have been a participant in the Corporation&#146;s Incentive
Compensation Plan, and in the same Incentive Group, for the fiscal year
immediately preceding the Change Year.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <B>Highest Long-Term Incentive Compensation. </B>&#147;Highest
Long-Term Incentive Compensation&#148; means the greater of the Executive&#146;s
Potential Long-Term Award for the Executive&#146;s Incentive Group pursuant to
the Corporation&#146;s Long-Term Incentive Compensation Plan for (1)&nbsp;the
multi-year cycle in which the Change Year occurs or (2)&nbsp;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&#146;s Potential
Long-Term Award for either of such multi-year cycles. If the Executive
first became a participant in the Corporation&#146;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&#146;s Long-Term Incentive Compensation Plan
and in the same Incentive Group for (1)&nbsp;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)&nbsp;if the Change of
Control occurs on a date that falls within two multi-year cycles, for
both such multi-year cycles.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <B>Incentive Compensation Plan. </B>&#147;Incentive Compensation Plan&#148;
means the Corporation&#146;s Incentive Compensation Plan in effect as of the
effective date of this Agreement, as well as any successor plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) <B>Incentive Group. </B>&#147;Incentive Group&#148; means the group or category
into which an Executive is placed pursuant to the Corporation&#146;s Incentive
Compensation Plan or Long-Term Incentive Compensation Plan, as the case
may be.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) <B>Long-Term Award. </B>&#147;Long-Term Award&#148; means the total amount paid
or payable at the end of a Performance Cycle under the Corporation&#146;s
Long-Term Incentive Compensation Plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) <B>Long-Term Incentive Compensation Plan. </B>&#147;Long-Term Incentive
Compensation Plan&#148; means the Corporation&#146;s 2001 Stock and Long-Term
Incentive Plan


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">effective as of February&nbsp;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&nbsp;21, 2001, the term &#147;Long-Term
Incentive Plan&#148; shall mean the Corporation&#146;s Long-Term Incentive
Compensation Plan that was first adopted in 1988, as amended from time to
time.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) <B>Notice of Termination. </B>&#147;Notice of Termination&#148; 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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) <B>Performance Cycle</B>. &#147;Performance Cycle&#148; means the two, three or
four calendar year period designated under the Long-Term Incentive
Compensation Plan, as the case may be.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) <B>Potential Annual Award. </B>&#147;Potential Annual Award&#148; means the
maximum possible Annual Award the Executive could receive according to
his or her Incentive Group pursuant to the Corporation&#146;s Incentive
Compensation Plan assuming that (1)&nbsp;the Corporation met the maximum
Qualifying Performance Criteria for the Corporation&#146;s Incentive
Compensation Plan for a particular fiscal year (whether or not such
maximum Qualifying Performance Criteria was or could be met); (2)&nbsp;there
are no adjustments for business unit or individual performance, and (3)
the Executive&#146;s Base Annual Salary is used to determine the Potential
Annual Award.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) <B>Potential Long-Term Award. </B>&#147;Potential Long-Term Award&#148; means
the maximum possible Long-Term Award payable to the Executive pursuant to
Executive&#146;s Incentive Group assuming that (1)&nbsp;the Corporation met the
maximum Qualifying Performance Criteria for the Corporation&#146;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)&nbsp;the Executive&#146;s Base Annual Salary is used to determine the
Potential Long-Term Award.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) <B>Qualifying Performance Criteria. </B>&#147;Qualifying Performance
Criteria&#148; 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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <B>Retirement. </B>&#147;Retirement&#148; means having reached normal retirement
age as defined in the Corporation&#146;s noncontributory pension plan or
taking early retirement in accordance with the terms of the Corporation&#146;s
noncontributory pension plan.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) <B>Severance Benefits</B>. &#147;Severance Benefits&#148; means the benefits
described in Section&nbsp;4 of this Agreement, as adjusted by the applicable
provisions of Section&nbsp;5 of this Agreement.


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) <B>Stock Option Plans</B>. &#147;Stock Option Plans&#148; means the
Corporation&#146;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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) <B>Subsidiary. </B>&#147;Subsidiary&#148; 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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z) <B>Transition Pay Plan</B>. &#147;Transition Pay Plan&#148; means the Transition
Pay Plan of the Corporation in effect as of the Effective Date of this
Agreement, as well as any successor plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;Eligibility for Severance Benefits. </B>The Corporation or its successor
shall pay or provide to the Executive the Severance Benefits if the Executive&#146;s
employment is terminated voluntarily or involuntarily during the term of this
Agreement, either:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) by the Corporation (1)&nbsp;at any time within 36&nbsp;months after a
Change of Control of the Corporation, or (2)&nbsp;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&nbsp;months after the date of such termination, in
either case unless the termination is on account of the Executive&#146;s death
or Disability or for Cause, provided that, in the case of a termination
on account of the Executive&#146;s Disability or for Cause, the Corporation
shall give Notice of Termination to the Executive with respect thereto;
or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) by the Executive for Good Reason (1)&nbsp;at any time within 36
months after a Change of Control of the Corporation or (2)&nbsp;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&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;Severance Benefits</B>. The Executive, if eligible under Section&nbsp;3, shall
receive the following Severance Benefits, adjusted by the applicable provisions
of Section&nbsp;5 (in addition to accrued compensation, deferred compensation,
bonuses, and vested benefits and stock options):



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <B>Base Annual Salary. </B>In addition to any accrued compensation
payable as of the Executive&#146;s termination of employment (either by reason
of an Employment Agreement or otherwise), a lump sum cash amount equal to
the Executive&#146;s Base Annual Salary, multiplied by 1.5.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Annual Incentive Compensation. </B>In addition to any compensation
payable pursuant to Article&nbsp;7 of the Corporation&#146;s Incentive Compensation
Plan, a lump


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">sum cash amount equal to the Executive&#146;s Highest Incentive
Compensation, multiplied by 1.5. In order to be entitled to a payment
pursuant to this Section&nbsp;4(b), the Executive must have been a participant
in the Corporation&#146;s Incentive Compensation Plan at some time during the
12&nbsp;month period immediately preceding the Change of Control.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <B>Long-Term Incentive Compensation. </B>In addition to any accrued
compensation payable pursuant to Article&nbsp;13 of the Corporation&#146;s
Long-Term Incentive Compensation Plan, a lump sum cash amount equal to
the Highest Long-Term Incentive Compensation, multiplied by 1.0. In
order to be entitled to a payment pursuant to this Section&nbsp;4(c), the
Executive must have been a participant in the Corporation&#146;s Long-Term
Incentive Compensation Plan at some time during the 12&nbsp;month period
immediately preceding the Change of Control.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <B>Insurance Benefits. </B>For an 18-month period after the date the
employment is terminated, the Corporation will arrange to provide to the
Executive at the Corporation&#146;s expense, with:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 18-month 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.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 Change
of Control; provided, however, that no income replacement benefits
will be payable under such disability policy with regard to the
18-month period


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:6%; font-size: 10pt">following a termination of employment provided that the
payments payable under subsections 4(b) and (c)&nbsp;above have been
made.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event the Executive&#146;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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <B>Retirement Benefits. </B>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 18&nbsp;months
following the date of the Executive&#146;s termination or until the
Executive&#146;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&#146;s beneficiaries under this subsection shall equal the excess of
(1)&nbsp;the retirement benefits that would be paid to the Executive or the
Executive&#146;s beneficiaries, under all retirement plans of the Corporation
in which the Executive participates if (A)&nbsp;the Executive were fully
vested under such plans, (B)&nbsp;the 18-month period (or the period until the
Executive&#146;s Retirement, if less) following the date of the Executive&#146;s
termination were added to the Executive&#146;s credited service under such
plans, (C)&nbsp;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)&nbsp;the Executive&#146;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 18-month period (or
the period until the Executive&#146;s Retirement, if earlier) following the
date of the Executive&#146;s termination and had the Executive&#146;s compensation
during such period been equal to the Executive&#146;s compensation used to
calculate the Executive&#146;s benefit under subsections 4(a), 4(b), and 4(c);
over (2)&nbsp;the retirement benefits that are payable to the Executive or the
Executive&#146;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&nbsp;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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <B>Outplacement. </B>The Corporation shall pay all fees for
outplacement services for the Executive up to a maximum equal to 15% of
the Executive&#146;s Annual Base


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">Salary used to calculate the Executive&#146;s benefit under subsection
4(a), plus provide a travel expense account of up to $5,000 to reimburse
job search travel.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <B>Stock Options</B>. Stock Options held by the Executive become
exercisable upon a Change of Control according to the terms of the
Corporation&#146;s Stock Option Plans as interpreted by the Corporation&#146;s
Compensation Committee as such Committee existed immediately prior to the
Change of Control.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In computing and determining Severance Benefits under subsections 4(a),
(b), (c), (d), (e), (f), and (g)&nbsp;above, a decrease in the Executive&#146;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&nbsp;4.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Severance Benefits provided in subsections 4(a), (b), and (c)&nbsp;above
shall be paid not later than 45 business days following the date the
Executive&#146;s employment terminates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;Adjustments to Severance and Similar Payments.</B>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <B>Limitation on Amount. </B>Notwithstanding anything in this
Agreement to the contrary, any Severance Benefit, Employee Benefits,
acceleration of stock option vesting, or similar benefit or amount
payable or to be provided to the Executive by the Corporation or its
affiliates, whether pursuant to this Agreement or otherwise, which is a
Parachute Payment as defined in Section&nbsp;280G(b)(2) of the Internal
Revenue Code of 1986, as amended (the &#147;Code&#148;), shall be modified or
reduced in the manner provided in Section 5(b) below to the extent
necessary so that the benefits payable or to be provided to the Executive
under this Agreement that are treated as Parachute Payments, as well as
any payments or benefits provided outside of this Agreement that are so
treated, shall not cause the Corporation to have paid an Excess Parachute
Payment as defined in Section&nbsp;280G(b)(1) of the Code. In computing such
amount, the parties shall take into account all provisions of Code
Section&nbsp;280G, including making appropriate adjustments to such
calculation for amounts established to be Reasonable Compensation as
defined in Section&nbsp;280G(b)(4) of the Code. The determination of whether
an amount is a Parachute Payment or Excess Parachute Payment will be made
by a Certified Public Account selected by the Corporation.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Modification of Amount. </B>In the event that the amount of any
Parachute Payments that would be payable to or for the benefit of the
Executive under this Agreement must be modified or reduced to comply with
this provision, the Executive shall direct which Parachute Payments are
to be modified or reduced; provided, however, that no increase in the
amount of any payment or change in the timing of the payment shall be
made without the consent of Corporation.


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <B>Avoidance of Penalty Taxes. </B>This Section&nbsp;5 shall be interpreted
so as to avoid the imposition of excise taxes on the Executive under
Section&nbsp;4999 of the Code or the disallowance of a deduction to the
Corporation pursuant to Section&nbsp;280G(a) of the Code with respect to
amounts payable under this Agreement or otherwise.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <B>Additional Limitation. </B>In addition to the limits otherwise
provided in this Section&nbsp;5, to the extent permitted by law, the Executive
may in his/her sole discretion elect to reduce any payments he/she may be
eligible to receive under this Agreement to prevent the imposition of
excise taxes on the Executive under Section&nbsp;4999 of the Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;Withholding of Taxes. </B>The Corporation may withhold from any amounts
payable under this Agreement all federal, state, city, or other taxes as
required by law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;Acknowledgement. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;Enforcement Costs; Interest. </B>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&#146;s rights under this Agreement by litigation,
arbitration, or other legal action nor be bound to negotiate any settlement of
the Executive&#146;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 Severance Payment or
Excess Severance Payment, or in the event that the Corporation or any other
person takes any action to declare this Agreement void or unenforceable, or
institute any litigation or other legal action designed to


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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&#146;s choice at the expense of the Corporation as provided in this
Section&nbsp;8 to represent the Executive in connection with the calculation of the
Severance Payment or Excess Severance Payment, 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&nbsp;percent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;Indemnification. </B>From and after the earliest to occur of a Change of
Control or termination of employment, the Corporation shall (a)&nbsp;for a period of
five years after such occurrence, provide the Executive (including the
Executive&#146;s heirs, executors, and administrators) with coverage under a
standard directors&#146; and officers&#146; liability insurance policy at the
Corporation&#146;s expense, and (b)&nbsp;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&nbsp;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&#146;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;Arbitration. </B>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 obtain arbitration of an
issue shall deliver written notice to the other party, including a


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<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">description of the issue to be arbitrated. Within 15&nbsp;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&nbsp;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&nbsp;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&#146;s rights under this Agreement during the pendency of any dispute
or controversy arising under or in connection with this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;Employment Rights. </B>This Agreement sets forth the Severance Benefits
payable to the Executive in the event the Executive&#146;s employment with the
Corporation is terminated under certain conditions specified in Section&nbsp;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&#146;s employment
at any time with or without cause.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;Arrangements Not Exclusive. </B>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&#146;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&#146;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&nbsp;12, the Severance Benefits provided in Section&nbsp;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&#146;s Transition Pay Plan or any successor to such
plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;Termination. </B>Except for termination of employment described in
Section&nbsp;3, this Agreement shall terminate if the employment of the Executive
with the Corporation shall terminate prior to a Change in Control.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;Successors; Binding Agreements. </B>This Agreement shall inure to the
benefit of and be enforceable by the Executive&#146;s personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. The Executive&#146;s rights and


<P align="center" style="font-size: 10pt"> - 14 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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&#146;s death or, if there is no such beneficiary, to the Executive&#146;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;No Vested Interest. </B>Neither the Executive nor the Executive&#146;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;Notice. </B>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:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Huntington Bancshares Incorporated<br>
41 South High Street<br>
Columbus, Ohio 43287<br>
Attention: Cindy Rohletter/Corporate Compensation</TD>
</TR>

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</TABLE>
</DIV>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;Savings Clause. </B>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
&#147;FDIC&#148;) 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 &#147;Limiting
Rule&#148;):


<P align="center" style="font-size: 10pt"> - 15 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) the Executive will be entitled to elect to have apply, and
therefore to receive benefits directly under, either (i)&nbsp;this Agreement
(as limited by the Limiting Rule) or (ii)&nbsp;any generally applicable
Corporation severance, separation pay, and/or salary continuation plan
that may be in effect at the time of the Executive&#146;s termination.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;Amendment; Waiver. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;Validity. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;Prior Executive Agreements. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;Counterparts. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;Governing Law. </B>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.


<P align="center" style="font-size: 10pt"> - 16 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>In witness whereof, </B>the parties have signed this Agreement as of the day and
year written above.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>Corporation:<BR>
<BR>
<BR>
HUNTINGTON BANCSHARES INCORPORATED</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>

<TD colspan="2" valign="bottom">&nbsp;<br><HR noshade size="1" width="100%" align="left">
</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chairman, President &#038; CEO&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>Executive:</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;<br><HR noshade size="1" width="100%" align="left"></TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"> - 17 -
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<P align="right" style="font-size: 10pt"><B><I>Tier III</I></B>



<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;A</B>



<P align="center" style="font-size: 10pt"><B>Beneficiary Designation and Notice Form</B>



<P align="left" style="font-size: 10pt"><B>Beneficiary Designation</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt"><B>Notice</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until notified otherwise, pursuant to Section&nbsp;16 of the Agreement, notices
should be sent to me at the following address

<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="72%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top"><HR size="1" noshade width="35%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Street Address</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top"><HR size="1" noshade width="35%" align="left">
City, State and Zip Code</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade width="75%" align="left">
</DIV></TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top"><HR size="1" noshade width="65%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date
</DIV></TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD></TD>

<TD align="left" valign="top"><HR noshade size="1" width="45%" align="left"><BR></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD></TD>

<TD align="left" valign="top"><HR size="1" noshade width="65%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Beneficiary</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade width="65%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Relationship to Executive</TD>
</TR>

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</TABLE>
</DIV>



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