**Exhibit 10(b)**
**Limited Waiver of Contract Provision**
     **WHEREAS**, Huntington Preferred Capital Holdings, Inc. (“Holdings”) acquiresfrom time to time participation interests in loans originated by the TheHuntington National Bank (the “Bank”) and its affiliates under a Second Amendedand Restated Loan Participation Agreement between Holdings and the Bank datedMarch 30, 2004 (the “Holdings Participation Agreement”); and
     **WHEREAS**, HPC Holdings — III, Inc. (“Holdings -III”) acquires from time totime participation interests in loans originated by the Bank and its affiliatesunder an Amended and Restated Loan Subparticipation Agreement between Holdings- III and Holdings dated March 30, 2004 (the “Holdings — III SubparticipationAgreement”);
     **WHEREAS**, Huntington Preferred Capital, Inc. (the “Corporation”) acquiresfrom time to time participation interests in loans originated by the Bank andits affiliates under a Second Amended and Restated Loan SubparticipationAgreement between the Corporation and Holdings dated March 30, 2004, an AmendedLoan Subparticipation Agreement between the Corporation and Holdings-III datedMarch 30, 2004, (collectively, the “HPCI Subparticipation Agreements”), and anAmended Loan Participation Agreement between the Corporation and the Bank datedMarch 30, 2004 (the “HPCI Participation Agreement”); and
     **WHEREAS**, pursuant to the terms of the Holdings Participation Agreement,the Holdings — III Subparticipation Agreement, the HPCI SubparticipationAgreements and the HPCI Participation Agreement (collectively the“Agreements”), at the time of any transfer of a participation interest, thetransferor will assign to transferee transferee’s share of the transferor’sright, title and interest in the loans including any associated originationfees; and
     **WHEREAS**, pursuant to the terms of the Agreements, the Bank performsservicing of the loans underlying the participations held by the transferees inexchange for a loan servicing fee; and
     **WHEREAS**, the amount and terms of the loan servicing fee payable to theBank are determined from time to time by the mutual agreement of the Bank andthe Corporation in the case of participation interests transferred under theHPCI Participation Agreement, and by the mutual agreement of the Bank andHoldings in the case of participation interests transferred under each of theother Agreements, and shall be subject to review and adjustment at any time.
     **WHEREAS**, the Corporation is the ultimate transferee of the participationinterests transferred under all of the Agreements; and
     **WHEREAS,**the Corporation has determined in connection with its recentreview of loan servicing fees that, in lieu of paying higher servicing fees tothe Bank with respect to commercial and commercial real estate loans, theCorporation will waive its right as transferee to receive any origination feesassociated with participation interests in commercial and commercial realestate loans transferred on or after July 1, 2004, until such time as loanservicing fees are reviewed in the year 2005.
 

 

     **NOW, THEREFORE**, the undersigned hereto agree as follows:
**1.** The Corporation, Holdings, and Holdings — III each agree towaive their respective rights as transferees under the Agreements toreceive any origination fees associated with participation interestsin commercial and commercial real estate loans transferred on orafter July 1, 2004, until such time as this waiver is terminated bythe subsequent agreement of each of the Corporation, Holdings, andHoldings — III. **2.** This waiver does not effect the transfer of origination feeswith respect to loan participation interests in loans other thancommercial and commercial real estate loans.         Huntington Preferred Capital, Inc.        By /s/ Karen D. Roggenkamp        Name Karen D. Roggenkamp   Title: Vice President   Date: August 12, 2004           Huntington Preferred Capital Holdings, Inc        By /s/ Cindy Keitch        Name Cindy Keitch   Title: President   Date: September 24, 2004     HPC Holdings — III, Inc        By /s/ Mindy Riddle        Name Mindy Riddle   Title: Assistant Vice President   Date: August 12, 2004         Acknowledged by: The Huntington National Bank        By /s/ Edward J. Kane        Name Edward J. Kane   Title: Senior Vice President   Date: August 12, 2004