1
Exhibit 4
Number Shares
SEE REVERSE FOR
IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
CUSIP ________
HUNTINGTON PREFERRED CAPITAL, INC.
a Corporation Formed Under the Laws of the State of Ohio
THIS CERTIFIES THAT **Specimen**
is the owner of
fully paid and nonassessable shares of __% Noncumulative Preferred Stock, Series
C, $25.00 par value per share, of
Huntington Preferred Capital, Inc.
(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by its duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Amended and Restated Articles of Incorporation of the Corporation (the "Articles
of Incorporation") and the Code of Regulations of the Corporation and any
amendments thereto. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.
DATED ____________________
Countersigned and Registered:
Transfer Agent
and Registrar ______________________ (SEAL)
President
By:_________________________ ____________________________
Authorized Signature Secretary
2
IMPORTANT NOTICE
The Corporation will furnish to any shareholder, on request and without
charge, a full statement of the powers, designations and any preferences,
conversion and other rights, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
stock of each class which the Corporation has authority to issue and, if the
Corporation is authorized to issue any preferred or special class in series, (i)
the differences in the relative rights and preferences between the shares of
each series to the extent set, and (ii) the authority of the Board of Directors
to set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Amended and Restated Articles of Incorporation of the
Corporation (the "Articles of Incorporation"), a copy of which will be sent
without charge to each shareholder who so requests. Such request must be made to
the Secretary of the Corporation at its principal office or to the Transfer
Agent.
The shares represented by this certificate are subject to restrictions
on Constructive Ownership and Transfer for the purpose of the Corporation's
maintenance of its status as a REIT under the Code. Subject to certain further
restrictions and except as expressly provided in the Corporation's Articles of
Incorporation, (i) no Person may Constructively Own in excess of 9.2% of the
aggregate initial liquidation preference of the issued and outstanding Preferred
Shares; and (ii) no Person may Transfer shares of the Capital Stock of the
Corporation if such Transfer would result in the Capital Stock of the
Corporation being owned (directly or beneficially) by fewer than 100 Persons.
Any Person who attempts to Constructively Own shares of Capital Stock in
violation of the above limitations must immediately notify the Corporation. If
any of the restrictions on transfer or ownership are violated, the shares of
Capital Stock represented hereby may be automatically transferred to a Trust for
the benefit of one or more Charitable Beneficiaries. In addition, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be deemed to be void ab initio. All capitalized
terms used in this legend have the meanings defined in the Articles of
Incorporation of the Corporation, as the same may be amended from time to time,
a copy of which, including the restrictions on transfer and ownership, will be
furnished to each holder of shares of Capital Stock of the Corporation on
request and without charge.
___________________
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
___________________
3
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as tenants
in common
UNIF GIFT MIN ACT ___________ Custodian___________
(Custodian) (Minor)
under Uniform Gifts to Minors Act of
_____________________________________
(State)
Additional abbreviations by also be used though not in the above list. FOR VALUE
RECEIVED, ___________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________
- -----------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Zip Code, or Assignee)
______________________ (_____________) shares of Preferred Stock of the
Corporation represented by this Certificate and do hereby irrevocably constitute
and appoint _______________________ Attorney to transfer the said shares of
Preferred Stock on the books of the Corporation, with full power of substitution
in the premises.
Dated ____________________ ________________________________________
NOTICE: The Signature to this Assignment
Must Correspond With The Name As Written
Upon The Face Of The Certificate In Every
Particular, Without Alteration Or
Enlargement Or Any Change Whatever.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN
CONVERSION AGREEMENT, DATED _______ ___, 2001, REQUIRING THEIR CONVERSION IN
CERTAIN CIRCUMSTANCES INTO CERTAIN PREFERRED SHARES OF THE HUNTINGTON NATIONAL
BANK. THE ISSUER WILL MAIL TO THE SHAREHOLDER A COPY OF SUCH AGREEMENT, WITHOUT
CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.