EXHIBIT 10(C)(2)

Exhibit 10(c)(2)

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Huntington


Huntington Bancshares Incorporated
Columbus, Ohio 43287

Frank Wobst
Chairman and Chief Executive Officer
614 480 3623


August 19, 1996


W. Lee Hoskins
403 North Columbia Avenue
Columbus, Ohio 43209

RE: Notice of Non-Renewal and Amendment of September 16, 1991 Employment
Agreement between Huntington Bancshares Incorporated and W. Lee Hoskins
(the "Agreement").

Dear Lee:

As we discussed, this letter is being forwarded as a formal memorialization of
our discussions concerning your Employment Agreement and is being given as is
required by the Agreement itself.

The term of the Agreement between Huntington Bancshares Incorporated and W. Lee
Hoskins will not be renewed. The term of the Agreement, as amended, will end on
June 30, 1997, or on such earlier date as may be determined by mutual
agreement.

In consideration of the payments and enhancements and the good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Huntington Bancshares Incorporated ("Huntington") and W. Lee Hoskins
("Executive") (the "Parties"), intending to be legally bound, hereby agree to
the following amendments and modifications to the Agreement:

1. Section I of said Agreement is amended by deleting the term "Board of
Directors" and substituting in lieu thereof "Chief Executive Officer".

2. Section I B of said Agreement is deleted in its entirety and in lieu
thereof, the following is substituted:

Section I B - The term of this agreement will end on June 30,
1997, or on such earlier date as may be determined by mutual
agreement of the Parties ("Termination Date").

W. Lee Hoskins
Page 2
August 19, 1996
- --------------------------------------------------------------------------------

3. Section II A of the Agreement is amended and modified by deleting the
last sentence of said paragraph.

4. Notwithstanding any contrary provision contained in Section III A, B,
C, D, E or G of said Agreement, no payment, benefit, right or
entitlement shall extend beyond or be continued beyond the Termination
Date.

5. Notwithstanding any provision of the Agreement or the letter agreement
dated September 11, 1991, between the Parties, the relationship between
the Parties following the Termination Date shall be determined and
governed exclusively by the provisions of this Agreement.

6. The provisions of this Amendment shall become effective upon execution
by Huntington and Executive and ratification of said Amendment by the
Compensation and Stock Option Committee of the Board of Directors of
Huntington.

7. The letter agreement between the Parties dated September 11, 1991, is
hereby revoked and is of no legal effect.

8. Executive agrees that his status as an officer and director of The
Huntington National Bank and his status as an officer of Huntington and
all affiliated companies will end on the Termination Date.

9. In consideration of and conditioned (except to the extent vested and
nonforfeitable by law) on the performance and compliance of Executive
with the promises and agreements made herein by Executive, Huntington
shall, after the Termination Date, provide to Executive the specific
benefits set forth in Exhibit A attached hereto, the terms of which are
incorporated herein by reference. Executive agrees that such benefits
are in lieu of any and all benefits, rights and incidence of
employment, including without limitation, compensation, incentives,
club memberships, bonus, or right to use any Huntington property or
privileges.

10. With respect to the period following the Termination Date, Executive,
for himself, his heirs, executors and assigns, hereby releases, waives,
extinguishes and covenants not to sue with respect to any and all
rights, liabilities, claims or actions which he has or may have
against Huntington or its affiliates, its or their successors and
assigns and the directors, officers, employees or agents of any them or
their heirs or assigns and Executive forever releases and agrees to hold
them harmless for any and
W. Lee Hoskins
Page 3
August 19, 1996
- --------------------------------------------------------------------------------

all rights, liabilities, claims or actions of whatever nature arising
in any manner out of his employment or the termination of his
employment. The rights, liabilities, claims and actions released,
waived and extinguished herein by Executive and with respect to which
Executive covenants not to sue, shall include but not be limited to
those arising or which might arise under Title VII of the Civil Rights
Act of 1964, as amended; the Civil Rights Act of 1866, as amended;
Executive Order 11246, as amended; the National Labor Relations Act,
as amended; the Americans with Disabilities Act of 1990; any claims or
rights arising in fact or by implication pursuant to any alleged
contract and any other claim arising under any federal, state, county,
city or other local law, rule, ordinance, or regulation, order or
decision concerning discrimination in employment or the terms, rate,
hours, benefits, conditions or privileges of employment or any other
term or condition of employment including, but not limited to, any
claim arising out of his employment which relates to or arises out of
a claim of discrimination because of race, color, religion, sex,
national origin, handicap, age or ancestry pursuant to Chapter 4112 of
the Ohio Revised Code or which relates to or arises out of age
discrimination, pursuant to the Federal Age Discrimination in
Employment Act or any state or local age discrimination statute, law,
ordinance or decision. Executive agrees not to assert or to file after
the Termination Date, any new or amended claim, charge or complaint or
other allegation with respect to matters arising out of his term of
employment or the termination thereof with any federal, state, county,
city or local agency or court.

11. Executive agrees that after the Termination Date, if requested, he will
from time to time consult with the staff of Huntington with respect to
projects on which he has worked including projects to which he has been
assigned which are incomplete.

12. Both before and following the Termination Date, Huntington will
indemnify Executive, including the advance of expenses associated with
the resistance or defense of any and all claims, suits, charges or
proceedings arising from the performance by Executive of duties as an
officer or director of Huntington or any affiliated company, to the
full extent permitted by federal law and the laws of the State of
Maryland.

13. Both before and following the Termination Date, Executive agrees that
he will not engage in any activities which may be disruptive or
disparaging of Huntington's business or the business of its affiliates,
directors, officers, and employees.




W. Lee Hoskins
Page 4
August 19, 1996
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14. Huntington and Executive acknowledge that they have read this Amendment
in its entirety, fully understand the same, and are in full accord with
the terms contained herein.

15. Executive acknowledges that after the Termination Date and prior to
July 1, 2000, he will not, without the prior written consent of the
Chief Executive Officer of Huntington, engage in the banking business
as a director, officer, employee, agent or consultant with any
financial institution, including any bank, thrift, bank holding company
or thrift holding company with more than 5% of its loans or deposits
located in the state of Ohio.

16. Upon execution hereof, this Amendment, along with the attached Exhibit
A to this Amendment, constitutes the Parties' entire Agreement with
respect to all compensation, benefits, entitlements, bonuses,
retirement or income continuation arising from Executive's employment
with Huntington or any Company. By execution of this Amendment,
Executive agrees that all prior contracts and agreements between the
Parties or predecessor entities, with respect to the subject matter
contained herein, are superseded by this Amendment.


If the foregoing fairly and accurately represents your understanding of the
agreement between Parties, please execute and return to me the enclosed copy of
this letter.


Sincerely,

/s/ Frank Wobst

Frank Wobst
Chairman and Chief Executive Officer
Huntington Bancshares Incorporated

EXECUTIVE ACKNOWLEDGES THAT HE WAS GIVEN UP TO 21 CALENDAR DAYS WITHIN WHICH TO
CONSIDER THIS AMENDMENT; THAT HE WAS ADVISED OF HIS RIGHT TO CONSULT WITH LEGAL
COUNSEL PRIOR TO SIGNING THIS AGREEMENT; AND THAT EITHER PARTY HAS THE RIGHT TO
REVOKE THIS AGREEMENT, IN WRITING, FOR A PERIOD NOT TO EXCEED 7 DAYS AFTER THE
DATE




W. Lee Hoskins
Page 5
August 19, 1996
- --------------------------------------------------------------------------------


ON WHICH IT WAS SIGNED BY EXECUTIVE. ALL PARTIES FURTHER ACKNOWLEDGE IF EITHER
PARTY FAILS TO EXERCISE THIS RIGHT TO REVOKE, THIS AMENDMENT WILL IMMEDIATELY
BECOME A BINDING CONTRACT AS TO ITS TERMS


Notice received and accepted and this
Amendment approved and accepted this
19th day of August, 1996.

By: /s/ W. Lee Hoskins
---------------------------------
W. Lee Hoskins


Ratified and affirmed by the
Compensation and Stock Option Committee
of the Board of Directors of Huntington
Bancshares Incorporated this 21st day
of August, 1996.

By: /s/John B. Gerlach
---------------------------------
John B. Gerlach, Chairman
Compensation and Stock Option Committee
EXHIBIT A

NOTICE OF NON-RENEWAL AND AMENDMENT OF SEPTEMBER 16, 1991, EMPLOYMENT AGREEMENT
BETWEEN HUNTINGTON BANCSHARES INCORPORATED AND W. LEE HOSKINS

INCENTIVE PLANS

1. You are a participant in the Incentive Compensation Plan, also known as
the Annual Management Incentive Plan (the "MIP"), until the Termination
Date. The Compensation Committee has agreed to "deem you a retiree," as
of the Termination Date, for purposes of the MIP.

You shall be eligible to receive a MIP payment for the plan year 1996.
Your MIP payment for the plan year 1996 will be based on Huntington
Bancshares Incorporated's ("Huntington's") Return on average
shareholder's equity ("ROAE") performance and calculated pursuant to
the terms of the MIP. Your MIP payment for the plan year 1996 will be a
pro rata amount equal to a fraction of a year, the numerator of which
shall be the number of full months worked after December 31, 1995,
prior to the earlier of December 31, 1996 or the Termination Date, and
the denominator shall be twelve (12). You shall receive this payment
prior to the last day in February, 1997. The payment is contingent upon
your continued fulfillment of the responsibilities and requirements of
your current position through the earlier of December 31, 1996, or the
Termination Date.

If the Termination Date shall occur after December 31, 1996, and before
July 1, 1997, you shall be eligible to receive a MIP payment for the
plan year 1997. Your MIP payment for plan year 1997 will be based on
Huntington's ROAE performance and calculated pursuant to the terms of
the plan. Your MIP payment will be a pro-rata amount equal to a
fraction of a year, up to a maximum of one half year, the numerator of
which shall be the number of full months worked after December 31,
1996, prior to the Termination Date, and the denominator shall be
twelve (12). The foregoing is contingent upon your continued
fulfillment of the responsibilities and requirements of your current
position through the Termination Date.

2. You are a participant in the fourth and fifth cycles of the Long Term
Incentive Compensation Plan (the "Long Term Plan"). The Compensation
Committee has agreed to "deem you a retiree," as of the Termination
Date, for purposes of the Long Term Plan.

The fourth cycle of the Long Term Plan covers the period of January 1,
1994 through December 31, 1996. You are a participant in the fourth
cycle of the Long Term Plan and shall be eligible to receive a fourth
cycle Long Term Plan payment. Your Long Term Plan payment will be
determined based on Huntington's Return on Beginning Shareholder's
Equity ("ROBE") performance relative to the performance of the fourth

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EMPLOYMENT AGREEMENT
EXHIBIT A - Page 2
W. Lee Hoskins


cycle Pacesetter Group and calculated pursuant to the terms of that
plan. Your payment will be a pro rata amount equal to a fraction of the
fourth cycle period, the numerator of which shall be the number of full
months worked after December 31, 1993, prior to the earlier of December
31, 1996, or the Termination Date, and the denominator shall be
thirty-six (36). Payment from this plan will be in the form of shares
of common stock with the opportunity to elect up to 50% of the payment
in cash. You will receive this payment prior to the last day of
February, 1997. The foregoing is contingent upon your continued
fulfillment of the responsibilities and requirements of your current
position through the Termination Date.

The fifth cycle of the Long Term Plan covers the period of January 1,
1996 through December 31, 1998. You are a participant in the fifth
cycle of the Long Term Incentive Compensation Plan (the "Long Term
Plan") and shall be eligible to receive a fifth cycle Long Term Plan
payment. Your Long Term Plan payment will be determined based on
Huntington's ROAE performance relative to the performance of the fifth
cycle Pacesetter Group and calculated pursuant to the terms of that
plan. Your payment will be a pro rata amount equal to a fraction of the
fifth cycle period, up to a maximum of one and one half years, the
numerator of which shall be the number of full months worked after
December 31, 1995, prior to the Termination Date, and the denominator
shall be thirty six (36). Payment from this plan will be in the form of
shares of common stock with the opportunity to elect up to 50% of the
payment in cash. You will receive this payment prior to the last day in
February, 1999. The foregoing is contingent upon your continued
fulfillment of the responsibilities and requirements of your current
position through the Termination Date.

WELFARE BENEFITS

1. You are a participant in the Huntington's Executive Life Insurance
Plan. The agent, David Fisher, Acordia/McElroy-Minister, Co., will
review options available under the plan with you. He can be reached at
614-228-5565. Your Group Term Life Insurance in the amount of $50,000
will terminate at the end of the month in which the Termination Date
occurs.

2. Your Business Travel AD&D coverage, and Voluntary AD&D coverage, if
applicable, will terminate on the last day of the month coincident
with, or next following, the Termination Date. Your Long Term
Disability coverage will terminate on the Termination Date.

3. Your group medical and dental coverage will terminate on the last day
of the month coincident with, or next following, the Termination Date.
Coverage for you and your

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EMPLOYMENT AGREEMENT
EXHIBIT A - Page 3
W. Lee Hoskins


spouse may be continued up to eighteen (18) additional months if you
elect COBRA coverage and make the required payments. You will be paid a
lump sum of $6,498 as of the Termination Date. This amount is the
present value of the estimated cost to you of COBRA medical and dental
coverage, for you and your spouse, for the eighteen month period
following the Termination Date.

4. Following the expiration of your eighteen month COBRA coverage period,
Huntington will pay you an amount equal to 80% of the eligible medical
expenses you incur. Eligible medical expenses are those expenses that
would have been paid by the Medical Benefits portion of the Huntington
Bancshares Health Care Plan, as amended from time to time, had you been
eligible for coverage under that plan when the expenses were incurred.
All terms and limitations set forth in the Huntington Bancshares Health
Care Plan, as amended from time to time, shall apply to the
determination of the amount that will be paid to you according to this
provision. Huntington shall not pay you for medical expenses you incur
during any period you are covered, or are eligible for coverage, under
any private employer or government sponsored health care plan.

RETIREMENT INCOME BENEFITS

1. You will cease participation in the Huntington Stock Purchase and Tax
Savings Plan (the "Stock Plan") and the Huntington Supplemental Stock
Purchase and Tax Savings Plan (the "Supplemental Stock Plan") on the
Termination Date. Your Supplemental Stock Plan balance will be
distributed to you as soon as administratively feasible following the
Termination Date. You will receive information regarding options
relating to your balance in the Stock Plan.

2. You will cease participation in the Huntington Bancshares Retirement
Plan (the "Pension Plan") on the Termination Date. You will be eligible
to begin receipt of benefits from that plan on March 1, 2006, provided
you remain employed through November 1, 1996 (the date you will become
vested in the Pension Plan). You should notify Huntington's employee
benefits department several months before benefit payments are to
commence. Following receipt of your notification, you will be sent
information regarding the optional forms of payment you may elect. The
single life annuity optional form of payment, commencing on March 1,
2006 and assuming a Termination Date of 06/30/97, is estimated to be
$1,579.67 per month ($18,956.04 a year).

3. You will cease participation in the Huntington Bancshares Supplemental
Retirement Income Plan (the "SRIP") on the Termination Date. Absent
this Agreement, your monthly life annuity payment from the SRIP to
which you would otherwise be entitled, offset by your payment from the
Pension Plan, payable March 1, 2006, is estimated to be


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EMPLOYMENT AGREEMENT
EXHIBIT A - Page 4
W. Lee Hoskins


$2,638.82 ($31,665.84 a year). (Both the Pension Plan and SRIP
estimated amounts assume that you remain employed until June 30, 1997.)
SRIP payments are offset by payments from the Pension Plan AND payments
resulting from any contract or agreement between you and Huntington.
Therefore, because your payment pursuant to this Agreement is larger
than your estimated SRIP benefit, no payments will be made from the
SRIP.

4. Huntington agrees to provide to you a Retirement Income Supplement
equal to $8,333.33 a month ($100,000 a year), commencing on the first
day of the month following the Termination Date, and ending on the
sooner of I) the date of your death, or ii) February 1, 2006.
Commencing on March 1, 2006, the ending on the date of your death, the
Retirement Income Supplement shall be equal to $6,753.66 a month
($81,043.96 a year).

The Huntington Retirement Income Supplement commencing on March 1, 2006
and continuing thereafter until your death is based upon a deduction
from $100,000 of the amount of your accrued benefit under the
Huntington Pension Plan as of June 30, 1997, payable is a life annuity
($1,579.67 a month, $18,956.04 a year).

The first Retirement Income Supplement payment will be made to you
within thirty (30) days of the Termination Date and will be equal to
$8,333.33, times the number of months remaining in the calendar year in
which the Termination Date occurs, discounted to a present value amount
by the Applicable Interest Rate. Your subsequent Retirement Income
Supplement payments will be paid to you in the annual installments on
or before January 31 of each year (the "Payment Date"). The amount of
each payment shall be the sum of the monthly amounts due you for the
year in which the payment is made, discounted to a present value amount
by the Applicable Interest Rate. In the year of your death, your estate
shall return to Huntington an amount equal to the annual payment
reduced by one-twelfth of such annual payment multiplied by the number
of whole months prior to, and including, the date of your death. The
Applicable Interest Rate shall be the annual rate of interest on one
year Treasury Bills, as reported in National Financial Media on January
20, of each year, or if January 20 is not a date on which one year
Treasury Bill rates are reported, the next following reporting date.

5. You currently participate in the 1990 Stock Option Plan and the 1994
Stock Option Plan. You will not receive any new options after July 1,
1996. The Compensation and Stock Option Committee has agreed to "deem
you a retiree" for purposes of the Stock Option Plans. In consideration
of this designation, you shall not exercise the following grants or
portions of grants:


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EMPLOYMENT AGREEMENT
EXHIBIT A - Page 5
W. Lee Hoskins