EX-10.E



 






Exhibit 10(e).




Limited Waiver of Contract Provision




     WHEREAS, Huntington Preferred Capital Holdings, Inc. (“Holdings”) acquires from time to time
participation interests in loans originated by the The Huntington National Bank (the “Bank”) and
its affiliates under a Third Amended and Restated Loan Participation Agreement between Holdings and
the Bank dated May 12, 2005 (the “Holdings Participation Agreement”); and



     WHEREAS, Huntington Preferred Capital, Inc. (the “Corporation”) acquires from time to time
participation interests in loans originated by the Bank and its affiliates under a Third Amended
and Restated Loan Subparticipation Agreement between the Corporation and Holdings dated May 12,
2005, (the “HPCI Subparticipation Agreement”), and an Second Amended Loan Participation Agreement
between the Corporation and the Bank dated May 12, 2005 (the “HPCI Participation Agreement”); and



     WHEREAS, pursuant to the terms of the Holdings Participation Agreement, the HPCI
Subparticipation Agreement and the HPCI Participation Agreement (collectively the “Agreements”), at
the time of any transfer of a participation interest, the transferor will assign to transferee
transferee’s share of the transferor’s right, title and interest in the loans including any
associated origination fees; and



     WHEREAS, pursuant to the terms of the Agreements, the Bank performs servicing of the loans
underlying the participations held by the transferees in exchange for a loan servicing fee; and



     WHEREAS, the amount and terms of the loan servicing fee payable to the Bank are determined
from time to time by the mutual agreement of the Bank and the Corporation in the case of
participation interests transferred under the HPCI Participation Agreement, and by the mutual
agreement of the Bank and Holdings in the case of participation interests transferred under each of
the other Agreements, and shall be subject to review and adjustment at any time.



     WHEREAS, the Corporation is the ultimate transferee of the participation interests transferred
under all of the Agreements; and



     WHEREAS, the Corporation has determined in connection with its recent review of loan servicing
fees that, in lieu of paying higher servicing fees to the Bank with respect to commercial and
commercial real estate loans, the Corporation will continue to waive its right as transferee to
receive any origination fees associated with participation interests in commercial and commercial
real estate loans transferred on or after July 1, 2004, until such time as loan servicing fees are
reviewed in the year 2006.



     NOW, THEREFORE, the undersigned hereto agree as follows:




	 	1.	 	The Corporation, and Holdings each agree to waive their respective rights as
transferees under the Agreements to receive any origination fees associated with
participation interests in commercial and commercial real estate loans transferred on
or after July 1, 2004, until such time as this waiver is terminated by the subsequent
agreement of each of the Corporation, and Holdings.





 










 






	 	2.	 	This waiver does not effect the transfer of origination fees with respect to loan
participation interests in loans other than commercial and commercial real estate loans.





	 	 	 	 	 	 
	Huntington Preferred Capital, Inc.	 	 
	By

	 	/s/ Donald R. Kimble	 	 
	 

	 	 	 	 
	Name:

	 	Donald R. Kimble	 	 
	Title:

	 	President	 	 
	Date:

	 	August 11, 2005	 	 
	 
	 	 	 	 
	Huntington Preferred Capital Holdings, Inc	 	 
	By

	 	/s/ Michael S.Mayer	 	 
	Name:

	 	Michael S.Mayer	 	 
	Title:

	 	Vice President	 	 
	Date:

	 	August 11, 2005	 	 






      



	 	 	 	 	 	 	 
	Acknowledged by:	 	The Huntington National Bank  
	 

	 	By
	 	/s/ Edward J.Kane
	 

	 	Name:
	 	Edward J.Kane
	 

	 	Title:
	 	Senior Vice President
	 

	 	Date:
	 	August 11, 2005