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EXHIBIT 10(a)
MEMORANDUM OF UNDERSTANDING
Huntington Bancshares Incorporated will agree to assume the Continuity
Agreements of Messrs. ▇▇▇▇▇▇▇▇, Stream, ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ (the "Executives")
which will remain in effect until December 31, 1999. Huntington Bancshares
Incorporated will also assume the Continuity Agreements of the other employees
of First Michigan Bank Corporation which have previously been delivered to
Huntington Bancshares Incorporated, which Continuity Agreements will expire
three years after the Effective Date of the Merger.
The Executives will be offered employment with Huntington Bancshares
Incorporated or an affiliate ("Huntington") until December 31, 1999 on such
terms as agreed to between each Executive and Huntington.
The nature and compensation of such employment to be offered to the
Executives by Huntington will constitute "good reason" under the Continuity
Agreements (thereby allowing the Executive to voluntarily terminate his
employment and receive the benefits under the Continuity Agreement).
If the employment of any Executive with Huntington terminates for any
reason, including death, disability, voluntary termination by the Executive for
any reason, or termination by Huntington for any reason, at any time prior to
December 31, 1999, such Executive will be entitled to the benefits under such
Executive's Continuity Agreement.
The total severance benefits under each of the Continuity Agreements,
including any applicable gross-up payments, are agreed to be:
▇▇▇▇▇▇▇▇ - $3,465,089 Stream - $2,296,471
▇▇▇▇▇▇▇▇▇ - $1,983,463 Prins - $2,075,052
DATE: May 4, 1997 HUNTINGTON BANCSHARES INCORPORATED
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Chairman and Chief Executive Officer
FIRST MICHIGAN BANK CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman and Chief Executive Officer
