EXHIBIT 4.4
Certificate Number: P-1 Number of Preferred Securities: 1,850,000
Certificate Evidencing Preferred Securities
of
First Merchants Capital Trust I
8.75% Cumulative Trust Preferred Securities
(Liquidation Amount $25 per Preferred Security)
CUSIP No. 32082A 200
First Merchants Capital Trust I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that CEDE &
CO., (the "Holder") is the registered owner of 1,850,000 preferred securities of
the Trust representing undivided beneficial interests in the assets of the Trust
and designated the 8.75% Cumulative Trust Preferred Securities (liquidation
amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this Certificate duly endorsed
and in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined herein). The designations, rights, privileges,
restrictions, preferences, and other terms and provisions of the Preferred
Securities are set forth in, and this Certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement as of April 17,
2002, as the same may be amended from time to time (the "Trust Agreement"),
including the designation of the terms of Preferred Securities as set forth
therein. The Holder is entitled to the benefits of the Preferred Securities
Guarantee Agreement entered into by First Merchants Corporation, an Indiana
corporation, and Wachovia Trust Company, National Association, as guarantee
trustee, dated as of April 17, 2002, as the same may be amended from time to
time (the "Guarantee"), to the extent provided therein. The Trust shall furnish
a copy of the Trust Agreement and the Guarantee to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.
Upon receipt of this Certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.
Unless the Certificate of Authentication has been manually executed by the
Authentication Agent, this Certificate is not valid or effective.
IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this Certificate this 17th day of April 2002.
FIRST MERCHANTS CAPITAL TRUST I
By: /s/ Michael L. Cox , as Administrative Trustee
----------------------------------------------
Name: Michael L. Cox
----------------------------------------
By: /s/ Larry R. Helms , as Administrative Trustee
----------------------------------------------
Name: Larry R. Helms
----------------------------------------
By: /s/ Mark K. Hardwick , as Administrative Trustee
----------------------------------------------
Name: Mark K. Hardwick
----------------------------------------
2
LEGEND
FOR CERTIFICATES EVIDENCING
GLOBAL PREFERRED SECURITIES ONLY:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
First Merchants Capital Trust I or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.
3
[FORM OF REVERSE OF CERTIFICATE]
The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to First Merchants Capital Trust
I, c/o Wachovia Trust Company, National Association, One Rodney Square, 920 King
Street, Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust
Trustee Administration, or to the Registrar named on the face of this
Certificate.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT MIN ACT-- under Uniform
TEN ENT-- as tenants by the entireties Gift to Minors
JT TEN-- as joint tenants with right of Act and not as
survival tenants
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:
(Please insert social security or other identifying number of assignee)
(insert address and zip code of assignee)
the within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints
________________________________________________________________________attorney
to transfer the said Preferred Securities on the books of the within-named Trust
with full power of substitution in the premises.
Dated: ___________________ Signature: ________________________________________
Note: The signature(s) to this
assignment must correspond with the
name(s) as written upon the face of this
Certificate in every particular, without
alteration or enlargement, or any change
whatever.
Signature(s) Guaranteed:
________________________________________
NOTICE: Signature(s) must be guaranteed
by an "eligible guarantor institution"
that is a member or participant in a
"signature guarantee program" (i.e., the
Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion
Program or the New York Stock Exchange,
Inc. Medallion Signature Program).
4
PREFERRED SECURITIES CERTIFICATE AUTHENTICATION
This is one of the 8.75% Cumulative Trust Preferred Securities referred to
in the within-mentioned Amended and Restated Trust Agreement.
WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
as Authentication Agent and Registrar
By: /s/ Edward L. Truitt, Jr.
-----------------------------------
Name: Edward L. Truitt, Jr.
-----------------------------
Title: Vice President
----------------------------