HUNTINGTON PREFERRED CAPITAL INC
EXHIBIT 10(E)
<DOCUMENT>
<TYPE>EX-10.E
<SEQUENCE>7
<FILENAME>l00684aexv10we.txt
<DESCRIPTION>EXHIBIT 10(E)
<TEXT>
<PAGE>


                                                                   EXHIBIT 10(e)

                          LOAN PARTICIPATION AGREEMENT

         This Loan Participation Agreement (this "Agreement") is made and
entered into as of May 12, 2003, between THE HUNTINGTON NATIONAL BANK
("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 Transferor 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.       Transferor and Huntington Preferred Capital Holdings, Inc., an
Indiana corporation ("Holdings"), are parties to an Amended and Restated Loan
Participation Agreement, dated as of May 12, 2003 (the "Holdings Participation
Agreement").

         C.       Holdings and HPC Holdings-III, Inc., a Nevada corporation
("HPCH-III"), are parties to a Loan Subparticipation Agreement, dated as of May
12, 2003 (the "HPCH-III Subparticipation Agreement").

         D.       HPCH-III and Transferee are parties to a Loan Subparticipation
Agreement, dated as of May 12, 2003 (the "HPC Subparticipation Agreement").

         E.       Transferor may desire to transfer participation interests in
Loans directly to Transferee without regard to the Holdings Participation
Agreement, the HPCH-III Subparticipation Agreement, and the HPC Subparticipation
Agreement.

         F.       Transferor will service the Loans as hereinafter set forth.

         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

<PAGE>

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.

                  (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 in the associated Origination
Fees, equal to up to a one hundred percent (100%) interest in each of 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; Substitution of
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 Transferee's
Participation Share of Transferor's carrying value for the Loan, which is the
outstanding principal balance of the Loan and interest earned thereon but not
collected, net of unearned income, if any, less an allowance for loan losses.
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 transfer of a Participation Interest,
Transferor assigns to Transferee, without recourse, Transferee's Participation
Share 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)      Upon the mutual agreement of the parties, Transferor
may from time to time substitute a Participation Interest in a Loan or group of
Loans and the associated Origination Fees (the "New Loans") having a fair market
value (as determined by the mutual agreement of the parties) equivalent to the
Participation Interest in a Loan or group of Loans and

                                     - 2 -

<PAGE>

associated Origination Fees previously transferred to Transferee hereunder (the
"Old Loans"), whereupon the Participation Interest previously granted by
Transferor to Transferee in the Old Loans will be canceled and Transferee shall
have a Participation Interest in the New Loans. Such a substitution may be made
as part of a purchase or other transfer of additional Participation Interests in
accordance with paragraph (a) above. Any amounts payable by Transferor to
Transferee hereunder on account of the Old Loans, prorated through the date of
the substitution, shall be paid by Transferor to Transferee at the time of such
substitution.

                  (d)      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.

         3.       Representations and Warranties. At the time of transfer of
Participation Interests, Transferor represents and warrants that Transferor has
good title to the Loans and has full right, power, and authority to grant and
convey the Participation in the Loans provided for herein to Transferee, and, at
the time of transfer of the Participation Interests, the Loans 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

                                     - 3 -

<PAGE>

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.       Servicing of the Loans. Transferor shall service the Loans on
behalf of both Transferee and Transferor as follows:

                  (a)      Except as otherwise specifically set forth in this
Agreement, Transferor will perform the servicing for the Loans or will cause an
affiliate of Transferor to service the Loans. For this purpose, servicing shall
include all communications with any of the Borrowers and third parties, making
of all advances and issuing of letters of credit provided for under the Loan
Documents (subject to receipt from Transferee of its Participation Share of each
such advance), receipt of all collections under the Loans and remittance of the
same to the party entitled thereto, inspections of the Collateral, and all other
acts incidental thereto. Transferor shall use good faith efforts, or shall cause
its affiliate to use good faith efforts, to collect all payments due under the
Loans as they become due and payable and to enforce all obligations of the
Borrowers to the extent necessary to protect the interests of Transferor and
Transferee. Transferor shall administer all Loan collections, including any
escrows, in accordance with all applicable laws and regulations. Transferee
agrees that such funds may be commingled with Transferor's general funds.

                  (b)      Transferor shall have the right in its discretion to
give consents, waivers and modifications of the Loan Documents to the same
extent as if the Loans were wholly-owned by Transferor; provided, however, that
(i) no waiver of any payment default, (ii) no extension of the maturity, (iii)
no reduction of the rate or rates of interest with respect to the Loans, (iv) no
forgiveness or reduction of the principal sum of the Loans, (v) no increase in
the lending formula or advance rates, and (vi) no waiver of any right to elect
to foreclose on any Loan in default, and (vii) no amendment or modification of
the financial covenants contained in the Loan Documents that would make such
financial covenants less restrictive with respect to any of the Borrowers, shall
be made without the prior written consent of Transferee. Transferor shall have
the right to accept payment or prepayment of the whole principal sum and accrued
interest in accordance with the terms of the Loans, waive prepayment charges in
accordance with Transferor's policy for Loans in which no participation is
granted, and accept additional security for the Loans.

                  (c)      On or before the date of execution of the Loan
Documents, with respect to the principal sums already advanced and outstanding
pursuant to the Loans as of such date, and

                                     - 4 -

<PAGE>

on or before any later date when funds are to be disbursed to any of the
Borrowers pursuant to the Loans or a drawing occurs under any letter of credit,
Transferee shall pay to Transferor its pro rata share, in accordance with its
Participation Interest, of the amount of the disbursement or letter of credit
payment (or, with respect to principal sums already advanced and outstanding as
of the date of the execution of the Loan Documents, the aggregate principal
balance of the Loans as of such date), in funds available for immediate use, by
2:00 p.m., Columbus, Ohio, time, on the same banking day on which the advance is
made (or, with respect to the principal sums already advanced and outstanding
pursuant to the Loan Documents as of the date of the execution of the Loan
Documents, provided, however, that Transferor shall use its best efforts to give
Transferee advance notice of such funding request no later than 10:00 a.m.,
Columbus, Ohio, time, on such day. If Transferee fails or refuses to make
payment to Transferor as required herein, then Transferor, without limitation,
shall be entitled to pursue all remedies and rights permitted by this Agreement,
law, or equity against Transferee and further shall be entitled to, but not be
required to, (i) fund Transferee's Pro Rata Share of the disbursement, and (ii)
accrue interest on any unpaid amount at the Federal Funds Rate, and (iii)
withhold from Transferee all interest, principal, fees and late charges
attributable to Transferee's Pro Rata Share thereof through the date Transferee
funds its Pro Rata Share thereof and pays the interest due thereon, plus any
additional cost or expense, including without limitation, reasonable attorneys'
fees, incurred by Transferor as a result of Transferee's failure to pay, and
(iv) offset against Transferee's Pro Rata Share all sums received by Transferor
in connection with the Loans until reimbursed by Transferee for such payment and
interest thereon. All payments received by Transferor in respect of the Loans
shall be distributed pro rata to Transferee promptly after Transferor shall have
collected such payment or payments in immediately available funds.

                  (d)      Transferor and Transferee shall share in proportion
to their Participation Shares in all payments of principal and interest made on
the Loans after the date of transfer of the Participation Interests. Transferor
and Transferee shall share in any prepayment, late charges, or any other fees or
charges associated with the Loans which are actually collected subsequent to the
time of transfer of the associated Participation Interest, in proportion to
their Participation Shares. Transferor shall not be required to remit any such
principal, interest, prepayment, late charge, or any other fee or charge
associated with the Loans, unless it is actually collected from the Borrowers.

                  (e)      To the extent not reimbursed by the Borrowers, and
without limiting the obligation of the Borrowers to do so, Transferee agrees to
reimburse Transferor, to the extent of Transferee's pro rata share, for any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever, including
without limitation disbursements necessary in the judgment of Transferor to
preserve or protect any Collateral (but excluding costs of ordinary overhead and
salaried expense of Transferor's clerical and supervisory personnel), that may
at any time be imposed on, incurred by, or asserted against Transferor in any
way relating to the Loans, the Loan Documents, any letters of credit issued
pursuant to the Loan Documents or the Loan Documents, any collateral, the
transactions contemplated thereby or hereby, or any action taken or omitted by
Transferor under or in connection with any of the foregoing provided, however,
that Transferee shall not be liable for the payment of any portion of the
foregoing which result directly from Transferor's gross negligence or willful
misconduct. The covenants contained in this paragraph shall survive the

                                     - 5 -

<PAGE>

termination of this Agreement and the expiration of any letters of credit issued
pursuant to the Loan Documents.

                  (f)      Transferor shall at all times keep proper books and
records in accordance with generally accepted accounting principles consistently
applied, reflecting all transactions in connection with the Loans. All such
records shall be accessible for inspection by Transferee at all reasonable times
during Transferor's business hours. Transferor shall use its best efforts to
provide the following information to Transferee within a reasonable time after
such information becomes available to Transferor:

                           (i)      The accrual status of the Loans;

                           (ii)     The status of principal and interest
         payments;

                           (iii)    Financial statements of the Borrowers; and

                           (iv)     Information regarding the value of the
         Collateral and the status of Transferor's liens.

                  (g)      Transferor may accept deposits from, make Loans or
otherwise extend credit to any of the Borrowers and generally engage in any kind
of banking relationship with, any of the Borrowers or any other person or entity
having obligations relating to the Loans, the Loan Documents, or any related
agreement and receive payment on such Loans or extensions of credit and
otherwise act with respect thereto freely and without accountability in the same
manner as if this Agreement did not exist. Transferor, without liability, may
rely upon the advice of legal counsel, accountants or other experts (including
those retained by the Borrowers) and upon any written communication or any
telephone conversation which Transferor believes to be genuine and correct or to
have been signed, sent or made by the proper person or entity, shall not be
required to make any inquiry concerning the performance by the Borrowers or any
other person or entity of any of its obligations and liabilities to third
parties or under or in respect of the Loan Documents or the Loans, and shall
have no obligation to make any claim against, or assert any lien upon, any
property held by Transferor or to assert any offset.

                  (h)      In consideration of the performance of the loan
servicing obligations provided under this paragraph 7, Transferee shall pay to
Transferor a loan servicing fee. The amount and terms of such fee shall be
determined by the mutual agreement of the parties from time to time during the
term of this Agreement and shall be subject to review and adjustment at any time
during the term of this Agreement. Transferor shall provide to Transferee, on or
before the date that is ten days after the end of each month during the term of
this Agreement, a written statement specifying the amount of the servicing fee
payable for the preceding month and the basis for the calculation of such fee.
Transferor shall be entitled to deduct the amount of such fees from any and all
amounts otherwise due and payable by Transferor to Transferee from time to time
under the terms of this Agreement.

         8.       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

                                     - 6 -

<PAGE>

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 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.

         9.       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.

         l0.      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.

         l1.      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

                                     - 7 -

<PAGE>

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:

                  The Huntington National Bank
                  41 South High Street
                  Columbus, Ohio 43287
                  Attention: General Counsel

Notices to Transferee shall be addressed to Transferee as follows:

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

         l2.      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.

         l3.      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 Ohio.

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

                    [signatures appear on the following page]

                                     - 8 -

<PAGE>

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

                                     THE HUNTINGTON NATIONAL BANK

                                     By:________________________________________
                                        Daniel W. Morton, Senior Vice President

                                     HUNTINGTON PREFERRED CAPITAL,
                                     INC.

                                     By:________________________________________
                                        Edward J. Kane, Vice President

                                     - 9 -

<PAGE>

                                    EXHIBIT A

                          CERTIFICATE OF PARTICIPATION

THE HUNTINGTON NATIONAL BANK
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287

                                   Date: _____________

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

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

Ladies and Gentlemen:

         Pursuant to the terms of the above-referenced Loan Participation
Agreement, this will confirm that, as of this date, we have transferred and
assigned to you a certain undivided interest in the loan or loans described in
the attached schedule, which are hereafter to be subject to the Loan
Participation Agreement.

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

                                     Very truly yours,

                                     ___________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________

                                     - 10 -

<PAGE>

                                    SCHEDULE

<TABLE>
<CAPTION>
Borrower         Date of Note    Principal Amount    Amount of Origination Fees     Purchase Price
--------         ------------    ----------------    --------------------------     --------------
<S>              <C>             <C>                 <C>                            <C>
</TABLE>

                                     - 11 -

</TEXT>
</DOCUMENT>
