HUNTINGTON PREFERRED CAPITAL INC
EXHIBIT 10(D)
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<TYPE>EX-10.D
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<FILENAME>l00684aexv10wd.txt
<DESCRIPTION>EXHIBIT 10(D)
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                                                                   EXHIBIT 10(d)

                         LOAN SUBPARTICIPATION AGREEMENT

         This Loan Subparticipation Agreement (this "Agreement") is made and
entered into as of May 12, 2003, between HPC HOLDINGS-III, INC., a Nevada
corporation ("Transferor") and HUNTINGTON PREFERRED CAPITAL, INC., an Ohio
corporation ("Transferee").

                                    RECITALS

         A.       Transferor desires to transfer to Transferee and Transferee
desires to obtain from Transferor a participation interest in certain loans made
by The Huntington National Bank, a national banking association ("Huntington"),
or an affiliate of Huntington, to various borrowers (collectively, the
"Borrowers"), as such Loans may be identified from time to time by Transferor
pursuant to paragraph 2 below (the "Loans").

         B.       Huntington and Huntington Preferred Capital Holdings, Inc., an
Indiana corporation ("Holdings"), are parties to a certain Amended and Restated
Loan Participation Agreement, dated as of May 12, 2003 (the "Participation
Agreement").

         C.       Holdings and Transferee are parties to a Amended and Restated
Loan Subparticipation Agreement, dated as of May 12, 2003, as the same has been
amended from time to time.

         D.       Holdings and Transferor are parties to a Contribution
Agreement, dated as of December 27, 2002, by which Holdings has transferred its
share ownership in Transferee to Transferor, thereby making Transferee a
subsidiary of Transferor.

         E.       Holdings and Transferor are parties to a certain Loan
Subparticipation Agreement, dated as of May 12, 2003 (the "Subparticipation
Agreement").

         F.       Huntington will service the Loans as set forth in the
Participation Agreement.

         G.       The parties wish to enter into this Agreement setting forth
their respective rights and obligations with respect to the Loans.

                                    AGREEMENT

         l.       Definitions.

                  (a)      "Loan Documents" shall mean any and all loan
agreements evidencing or otherwise relating to any of the Loans, together with
any and all commitment letters, promissory notes, real estate mortgages,
assignments and security agreements, financing statements, pledge agreements,
letters of credit, applications and agreements for standby letters of credit,
letter of credit reimbursement agreements, subordination agreements, waivers,
affidavits, fire and extended coverage insurance policies, guarantees, title
insurance policies, applications, reports, surveys, documents required to be
maintained by lenders pursuant to any applicable federal or state regulations,
any and all amendments, modifications or supplements to any of the foregoing
from time to time, and all other relevant documents pertaining to any of the
Loans.

<PAGE>

                  (b)      "Collateral" shall mean the real property, fixtures,
equipment, inventory, accounts, chattel paper, instruments, documents, general
intangibles, securities and all other property and property rights in which
Transferor has been granted a mortgage, lien or security interest in connection
with any of the Loans.

                  (c)      "Origination Fees" shall mean the origination,
commitment, or other fees collected at the time of origination of a particular
Loan.

                  (d)      "Participation" and "Participation Interest" shall
mean the interest of Transferee in the Loans and associated Origination Fees,
equal to a one hundred percent (100%) participation interest in Transferor's
participation interest in the Loans and associated Origination Fees.

                  (e)      "Participation Share," "Pro Rata Share," "pro rata,"
and "ratably" shall mean a share in the same proportion as the respective
percentage ownership interests of Transferor and Transferee in the Loans.

                  2.       Transfer of Participation Interests.

                  (a)      Transferee shall from time to time buy from
Transferor or from an affiliate of Transferor, without recourse, a continuing
undivided fractional Participation Interest, and Transferor shall from time to
time sell to Transferee, or cause an affiliate or affiliates of Transferor to
sell to Transferee, such Participation Interests. The purchase price for a
particular Participation Interest transferred shall be 100% of the purchase
price paid by Transferor to Holdings for its Participation Interest. Transfers
of Participation Interests by Transferor or an affiliate of Transferor to
Transferee hereunder may, upon the mutual agreement of the parties at the time
any such transfers are made, be made (i) as additional contributions to the
capital of Transferee, (ii) in exchange for the payment of cash by Transferee to
Transferor or appropriate affiliate of Transferor, (iii) in consideration of the
issuance to Transferor or appropriate affiliate of Transferor of shares of the
capital stock of Transferee, or (iv) for such other consideration as the parties
shall mutually agree.

                  (b)      At the time of any transfer of a Participation
Interest, Transferor assigns to Transferee, without recourse, all of
Transferor's beneficial right, title and interest in the Loans and associated
Origination Fees, including any Collateral for the Loans, and any uncollected
payments or collections on account of the Loans. Transferor shall hold title to
the Loans, including any Collateral payments and collections as agent for
Transferee.

                  (c)      Each of the Loans which shall be subject to this
Agreement shall be (i) identified on a completed "Certificate of Participation"
in the form of Exhibit A attached hereto, which shall be delivered by Transferor
to Transferee and shall contain at least the name of each Borrower, the date of
the promissory note evidencing each Loan, the original principal amount of each
Loan, the amount of any associated Origination Fees, and the purchase price
associated with the same; or (ii) otherwise identified electronically or in the
loan files for the Loans, in a manner that is mutually agreeable to Transferor
and Transferee and sufficient to properly identify the Loans.

                                     - 2 -

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         3.       Representations and Warranties. At the time of transfer of
Participation Interests to Transferee, Transferor hereby represents and warrants
that Transferor has full right, power and authority to grant and convey the
Participation Interests to Transferee, and, at the time of transfer of
Participation Interests to Transferee, the Participation Interests are free and
clear of all encumbrances or other interests of any other person.

         4.       Transferee's Risk. Transferee acknowledges and agrees that
Transferor has made no representation or warranty and has no responsibility as
to: (i) the collectibility of the Loans; (ii) the Borrowers' creditworthiness or
financial condition; (iii) the legality, validity, binding effect or
enforceability of the Loan Documents; (iv) the filing, recording or taking of
any other action with respect to the Loan Documents; (v) any other matter having
any relation to the Loans, the Loan Documents, this Agreement, the Borrowers, or
any other person or entity except as otherwise specifically set forth herein.
Transferee acknowledges that Transferor has made available to it copies of the
Loan Documents requested by Transferee. Transferee acknowledges and agrees that
it has made its own independent investigation and determination with respect to
the foregoing matters and accepts full responsibility therefor. The sale of the
Participation Interests by Transferor to Transferee pursuant to this Agreement
shall be and is without recourse of any nature.

         5.       Custody and Ownership of Loan Documents and Collateral.
Transferor shall have and maintain physical possession of all the Loan Documents
and Collateral, to the extent that possession is necessary to perfect a security
interest in any Collateral. Transferor shall use reasonable care to safeguard
and protect the Loan Documents and Collateral. Transferor is authorized to deal
with the Loans in Transferor's own name, subject to the terms and conditions of
this Agreement, and, as far as third parties are concerned, to act on behalf of
Transferee as though Transferor were the sole owner of the Loans; provided,
however, that all of Transferor's actions with respect to the Loans will be
subject to this Agreement.

         6.       Nature of Transferee's Participation Interest. Transferee's
obligations hereunder constitute absolute, unconditional and continuing
obligations to make funds or credit available to Transferor for Transferor to
extend credit to any of the Borrowers and pay letters of credit issued for the
account of any of the Borrowers pursuant to the terms of the Loan Documents and
will be unaffected by (i) any amendment or waiver of any term of the Loan
Documents, (ii) any extension, overadvance, indulgence, settlement or compromise
granted or agreed to in relation to the Loan Documents, (iii) the release of any
Collateral or any guaranty of the Loans, (iv) any invalidity, unenforceability,
or insufficiency of the Loan Documents or of any drafts or other documents
submitted in connection with draws under any letters of credit, (v) any default
by or insolvency of any of the Borrowers, (vi) any act or omission on
Transferor's part relating to this Agreement or the Loan Documents (absent gross
negligence or willful misconduct), (vii) the absence of notice to Transferee of
any of the foregoing, (viii) any requirement that Transferor take any action
against any of the Borrowers or any other person liable on the Loans, and (ix)
any defenses in law or equity which Transferee may have to the full discharge of
its obligation under this Agreement (absent gross negligence or willful
misconduct by Transferor).

         7.       Delinquency and Foreclosure. In the event of any default of
any of the Borrowers, which default shall be continuing for more than 30 days,
Transferor shall use its best efforts to give Transferee written notice of such
default. Transferor shall thereafter take such action as Transferee may deem
necessary to protect the interests of both Transferor and

                                     - 3 -

<PAGE>

Transferee, including, but not limited to, commencement of foreclosure actions
or the acceptance of deeds in lieu of foreclosure. In the event Transferor shall
fail to timely take any such action as directed by Transferee, Transferee may
directly take any and all action it deems necessary to protect its interests as
Transferee, including but limited to, the enforcement of collections, the
commencement of foreclosure actions, or the acceptance of deeds in lieu of
foreclosure. At the direction of the Transferee, the Transferor may deal with
any of the Borrowers for the purpose of entering into forebearance agreements,
moratoriums, and general work-out plans designed to allow the Borrowers to cure
the default and restore the Loan to good standing; provided, Transferee may, in
its discretion, deal directly with any of the Borrowers in the event the
Transferee determines that Transferor is not satisfactorily following the
directions of the Transferee as if Transferee were the direct holder of the
Loans and, notwithstanding anything in this Agreement to the contrary, the
Transferor shall, at all times, only take action or inaction that is consistent
with the economic interests of the Transferee or otherwise only with the consent
of the Transferee.

         8.       Participation Not a Security. Transferee represents and
warrants to Transferor that (i) Transferee does not consider the acquisition of
its Participation Interest hereunder to constitute the "purchase" or "sale" of a
"security" within the meaning of the Securities Act of l933, the Securities
Exchange Act of l934 or Rule l0b-5 promulgated thereunder, the Trust Indenture
Act of l939, the securities laws of the State of Ohio, any other applicable
securities statute or law, or any rule or regulations under any of the
foregoing, (ii) such Participation Interests constitute a commercial transaction
by Transferee with Transferor regarding Transferee's Participation Interests in
the obligations of the Borrowers under the Loans and the associated Origination
Fees and do not represent an "investment" (as that term is commonly understood)
in Transferor or the Borrowers, (iii) Transferee is purchasing its Participation
Interests hereunder for its own account in respect of a commercial transaction
made in the ordinary course of its commercial banking business and not with a
view to or in connection with any subdivision, resale, or distribution thereof,
and (iv) Transferee is engaged in the business of entering into commercial
transactions (including transactions of the nature contemplated herein and in
the Loans), can bear the economic risk related to the purchase of the same, and
has had access to all information deemed necessary by it in making its decision
whether or not to purchase the same.

         9.       Successors and Assigns. Transferor shall not assign this
Agreement in whole, but may assign to one or more participants all or part of
Transferor's ownership interest in the Loans. Transferee shall have no right to
assign or further participate any of its Participation Interest to anyone other
than a subsidiary or other affiliate of Transferor or Transferee without the
prior written consent of Transferor. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto.

         10.      Notices. All notices hereunder shall be in writing and shall
be personally delivered to the address or addresses of the party receiving the
notice or mailed to such party at such address or addresses by certified or
registered mail, return receipt requested, postage prepaid. Either party may
change its address or addresses for notices and designate or change the location
in which payments to such party will be made by a notice to the other party.
Notices which are mailed shall be deemed received by the addressee on the third
working day following the date of such mailing. Notices to Transferor shall be
addressed as follows:

                                     - 4 -

<PAGE>

                  HPC Holdings-III, Inc.
                  3993 Howard Hughes Parkway, Suite 250
                  Las Vegas, Nevada 89109
                  Attention: President

Notices to Transferee shall be addressed to Transferee as follows:

                  Huntington Preferred Capital, Inc.
                  c/o The Huntington National Bank
                  41 South High Street
                  Columbus, Ohio 43287
                  Attention: President

         11.      Relationship of Parties. With respect to the purchase and sale
of Participation Interests, Transferor and Transferee shall occupy the
relationship of buyer and seller of a property interest. There is not intended
hereby and shall not be construed to exist any fiduciary relationship between
Transferee and Transferor, or any partnership or joint venture between
Transferee and Transferor. With respect to servicing, Transferor shall be an
independent contractor of Transferee. In no event shall either party be
considered an agent or employee of the other party.

         12.      Interpretation. This Agreement and the rights and obligations
of the respective parties hereunder shall be governed by and interpreted in
accordance with the laws of the State of Indiana.

         13.      Amendments. This Agreement may not be amended, altered or
modified except by a written instrument signed by both the parties.

         14.      Amendments to Participation Agreement and Subparticipation
Agreement. The Subparticipation Agreement may not be amended, altered, or
modified without the written consent of Transferee. Furthermore, Transferor may
not give its written consent to any amendment, alteration, or modification of
the Participation Agreement without the written consent of Transferee.

                    [signatures appear on the following page]

                                      - 5 -

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

                                     HPC HOLDINGS-III, INC.

                                     By:________________________________________
                                        Christopher J. Monigle, Vice President

                                     HUNTINGTON PREFERRED CAPITAL,
                                     INC.

                                     By:________________________________________
                                        Edward J. Kane, Vice President

                                     - 6 -

<PAGE>

                                    EXHIBIT A

                          CERTIFICATE OF PARTICIPATION

HPC HOLDINGS-III, INC.
3993 HOWARD HUGHES PARKWAY, SUITE 250
LAS VEGAS, NEVADA 89109

                                     Date: _____________

Huntington Preferred Capital, Inc.
41 South High Street
Columbus, Ohio 43287
Attention: Edward J. Kane, Vice President

         Re: Loan Subparticipation Agreement between us dated as of May 12, 2003

Ladies and Gentlemen:

         Pursuant to the terms of the above-referenced Loan Subparticipation
Agreement, this will confirm that, as of this date, we have transferred and
assigned to you an undivided 100% interest in our participation interest in the
loan or loans described in the schedule attached to the Certificate of
Participation relating to the Amended and Restated Loan Participation Agreement,
dated as of May 12, 2003, between The Huntington National Bank and Huntington
Preferred Capital Holdings, Inc., and the Loan Subparticipation Agreement, dated
as of May 12, 2003, between Huntington Preferred Capital Holdings, Inc. and HPC
Holdings-III, Inc., which are hereafter to be subject to the Loan
Subparticipation Agreement.

         This Certificate of Participation is in addition to all previous
Certificates issued pursuant to the Loan Subparticipation Agreement.

                                     Very truly yours,

                                     ___________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________

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