**Exhibit 10.1.****Limited Waiver of Contract Provision**     **WHEREAS**, Huntington Preferred Capital Holdings, Inc. (“Holdings”) acquires from time to timeparticipation interests in loans originated by The Huntington National Bank (the “Bank”) and itsaffiliates under a Third Amended and Restated Loan Participation Agreement between Holdings and theBank dated May 12, 2005 (the “Holdings Participation Agreement”); and     **WHEREAS**, Huntington Preferred Capital, Inc. (the “Corporation”) acquires from time to timeparticipation interests in loans originated by the Bank and its affiliates under a Third Amendedand Restated Loan Subparticipation Agreement between the Corporation and Holdings dated May 12,2005, (the “HPCI Subparticipation Agreement”), and an Second Amended Loan Participation Agreementbetween 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 HPCISubparticipation Agreement and the HPCI Participation Agreement (collectively the “Agreements”), atthe time of any transfer of a participation interest, the transferor will assign to transfereetransferee’s share of the transferor’s right, title and interest in the loans including anyassociated origination fees; and     **WHEREAS**, pursuant to the terms of the Agreements, the Bank performs servicing of the loansunderlying 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 determinedfrom time to time by the mutual agreement of the Bank and the Corporation in the case ofparticipation interests transferred under the HPCI Participation Agreement, and by the mutualagreement of the Bank and Holdings in the case of participation interests transferred under each ofthe other Agreements, and shall be subject to review and adjustment at any time.     **WHEREAS**, the Corporation is the ultimate transferee of the participation interests transferredunder all of the Agreements; and     **WHEREAS,**the Corporation has determined in connection with its recent review of loan servicingfees that, in lieu of paying higher servicing fees to the Bank with respect to commercial andcommercial real estate loans, the Corporation will continue to waive its right as transferee toreceive any origination fees associated with participation interests in commercial and commercialreal estate loans transferred on or after July 1, 2004, until such time as the Corporation,Holdings and the Bank agree otherwise.     **NOW, THEREFORE**, the undersigned hereto agree as follows: **1.** The Corporation, and Holdings each agree to waive their respective rights astransferees under the Agreements to receive any origination fees associated withparticipation interests in commercial and commercial real estate loans transferred onor after July 1, 2004, until such time as this waiver is terminated by the subsequentagreement of each of the Corporation, and Holdings.  **2.** This waiver does not effect the transfer of origination fees with respect toloan participation interests in loans other than commercial and commercial real estateloans.
 

 
         Huntington Preferred Capital, Inc.  By: /s/ Donald R. Kimble           Name: Donald R. Kimble           Title: President           Date: August 13, 2007                   Huntington Preferred Capital Holdings, Inc  By: /s/ Michael S. Mayer           Name: Michael S. Mayer           Title: Vice President           Date: August 13, 2007                 Acknowledged by: The Huntington National Bank  By: /s/ Edward J. Kane           Name: Edward J. Kane           Title: Senior Vice President           Date: August 13, 2007