EXHIBIT 10 (f)
CLASS C PREFERRED SECURITIES
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of October 15, 2001, among
HUNTINGTON PREFERRED CAPITAL, INC., an Ohio corporation (the "Issuer"), HUNTINGTON
PREFERRED CAPITAL HOLDINGS, INC., an Indiana corporation ("HOLDINGS") and THE
HUNTINGTON NATIONAL BANK ("HNB").
A. Holdings desires to purchase from the Issuer, and the Issuer desires to sell to Holdings, 2,000,000 of the
Issuer's Class C preferred shares, $25.00 par value per share (the "Class C preferred securities"), for the sum of
$50,000,000.00 or its equivalent in tangible and intangible assets.
B. The Class C preferred securities have been registered with the Securities and Exchange Commission (the
"SEC") pursuant to a registration statement on Form S-11, dated May 16, 2001, as amended from time to time
(the "Registration Statement").
C. The Class C preferred securities will be convertible in certain circumstances at the direction of the Office of
the Comptroller of the Currency (the "OCC") into a like number of HNB Class C Preferred Shares, $25.00 par
value per share (the "Class C conversion shares"). The Class C conversion shares into which the Class C
preferred securities would be converted if the circumstances arise will be registered with the OCC under its
national bank securities regulations at the same time as the Class C preferred securities are registered with the
D. The rights, preferences, and other terms of the Class C conversion shares are substantially the same as the
rights, preferences, and other terms of the Class C preferred securities, except that the Class C conversion shares
would not be listed on any national securities exchange or national quotation system, would not have any voting
rights, and would not have any right to elect additional independent directors if dividends are missed.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby