EXHIBIT 4.1
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SEE REVERSE FOR IMPORTANT |
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NOTICE AND OTHER INFORMATION |
CUSIP 446150 401
THIS CERTIFICATE IS TRANSFERABLE
IN THE CITIES OF CANTON, MA AND JERSEY CITY, NJ
HUNTINGTON BANCSHARES INCORPORATED
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable
shares of 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock, par value $.01 per
share, of
Huntington Bancshares Incorporated
(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 charter of the Corporation and the Bylaws 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
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Countersigned and Registered: |
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Transfer Agent |
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(SEAL) |
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and Registrar |
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President |
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By: |
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Authorized Signature
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Secretary |
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IMPORTANT NOTICE
The Corporation will furnish to any stockholder, on request and without charge, a full
statement of the information required by Section 2-211(b) of the Corporations and Associations
Article of the Annotated Code of Maryland with respect to the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemptions 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 charter
of the Corporation (the Charter), a copy of which will be sent without charge to each stockholder
who so requests. Such request must be made to the Secretary of the Corporation at its principal
office or to the Transfer Agent.
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.
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:
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TEN COM
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as tenants in common
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UNIF GIFT MIN ACT
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Custodian
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TEN ENT
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as tenants by the entireties
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(Custodian)
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(Minor) |
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JT TEN |
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as joint tenants with right of |
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under Uniform Gifts to Minors Act of |
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survivorship and not as tenants in common |
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(State) |
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Additional abbreviations may also be used though not in the above list. |
FOR VALUE
RECEIVED, HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE)
( ) shares of 8.50% Series A Non-Cumulative Perpetual
Convertible Preferred Stock, par value $.01 per share, of the Corporation represented by this
Certificate and do hereby irrevocably constitute and appoint
attorney to transfer the said shares of 8.50% Series A Non-Cumulative Perpetual Convertible
Preferred Stock, par value $.01 per share, on the books of the Corporation, with full power of
substitution in the premises.
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Dated
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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 whatsoever. |
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