Safe Harbor Statement

Exhibit 10(b)

PNC Bank, National Association
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania ###-###-####

November 27, 2002

     Worthington Receivables Corporation 1205 Dearborn Drive Columbus, Ohio 43085 Attention: Randal I. Rombeiro

Ladies and Gentlemen:

     Reference is hereby made to that Receivables Purchase Agreement (as amended from time to time, the “Agreement”), dated as of November 30, 2000, among each of the undersigned hereto. Terms used herein and not defined herein shall have the meanings set forth in the Agreement.

     As you have requested pursuant to Section 1.10 of the Agreement, we hereby agree to extend the Facility Termination Date to November 26, 2003. Accordingly, clause (a) of the definition of “Facility Termination Date” as set forth in Exhibit I to the Agreement is hereby amended by replacing the date “November 28, 2002” with the date “November 26, 2003” therein.

     If the foregoing is acceptable to you, please execute the enclosed copies of this letter and return them to the undersigned. Your execution of this letter shall constitute your representation and warranty that all necessary corporate action has been taken to extend the Facility Termination Date contemplated hereby. This letter may be executed in counterparts and shall be effective following our receipt of the fully executed counterpart hereto and once the Fifth Amendment to the Market Street Funding Corporation Liquidity Asset Purchase Agreement and the First Amendment to the Liberty Street Funding Corp. Liquidity Asset Purchase Agreement become effective.

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     IN WITNESS WHEREOF, the parties have executed this letter as of the date first written above.

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ACKNOWLEDGED as of the date
first written above:

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