[Form of Face of Fixed Rate Note] Exhibit 4(a)
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.
CUSIP NO.
REGISTERED NO.
HUNTINGTON BANCSHARES INCORPORATED
MEDIUM-TERM FIXED RATE NOTE, SERIES B
Due From Nine Months to 30 Years From Date of Issue
[INCLUDE LEGEND IF THIS IS A GLOBAL NOTE --- THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME
OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF OR A SUCCESSOR OF
SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF,
THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
ORIGINAL ISSUE DATE: MATURITY DATE:
ISSUE PRICE: INTEREST RATE PER ANNUM:
INITIAL DATE ON WHICH THE REDEEMABLE ON OR AFTER:
NOTE IS REPAYABLE AT THE (AT OPTION OF THE COMPANY)
OPTION OF THE HOLDER:
INITIAL REPAYMENT INITIAL REDEMPTION
PERCENTAGE: PERCENTAGE:
ANNUAL REPAYMENT ANNUAL REDEMPTION
PERCENTAGE REDUCTION: PERCENTAGE REDUCTION:
INTEREST PAYMENT DATES: DEPOSITARY:
(Only applicable if Note is a
Global Note)
OID DEFAULT AMOUNT: DEFAULT RATE:
(Only applicable if Note issued at (Only applicable if Note
original issue discount) issued at original issue
discount)
HUNTINGTON BANCSHARES INCORPORATED, a corporation duly organized and
existing under the laws of the State of Maryland (herein called the "Company"),
for value received, hereby promises to pay to__________________________________
_______________________________________________________________________________,
or registered assigns, the principal sum of____________________________________
U.S. dollars, on the Maturity Date specified above, or if such
date is not a Business Day (as defined below), the next succeeding Business
Day, and to pay interest on said principal sum at the rate per annum (computed
on the basis of a 360-day year of twelve 30-day months) shown above, from and
including the Original Issue Date specified above or from and including the
most recent Interest Payment Date to which interest has been duly paid or
provided for, on the Interest Payment Dates specified above in each year and at
Maturity, until the principal sum hereof has been paid or duly provided for.
Interest payments herein will include interest accrued from and including the
Original Issue Date or from and including the last date to which interest has
been paid or duly provided for, but excluding the applicable Interest Payment
Date; provided, however, that at Maturity, the interest payable will include
interest accrued to but excluding the Maturity. The first payment of interest
on a Note originally issued and dated between a Regular Record Date (as defined
below) and an Interest Payment Date will be due and payable on the Interest
Payment Date following the next succeeding Regular Record Date to the
registered owner on such next succeeding Regular Record Date. Subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
the interest so payable on any Interest Payment Date will be paid to the Person
in whose name this Note is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day) next preceding each Interest
Payment Date (each such date a "Regular Record Date"), and interest payable at
Maturity will be paid to the Person to whom said principal sum is payable.
Payment of interest on this Note due on any Interest Payment Date
(other than interest on this Note due to the Holder hereof at Maturity) will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City of New York, or at the option of the Company,
may be made either by check mailed to the Person entitled thereto at his last
address as it appears on the Security Register or by wire transfer to an
account maintained by such Person with a bank located in the United States.
Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms shall be entitled to receive
interest payments (other than at Maturity) by wire transfer in immediately
available funds, but only if appropriate instructions have been received in
writing by the Paying Agent (as defined below) on or prior to the applicable
Regular Record Date for such payment of interest. Payment of the principal of
and any premium and interest on this Note due to the Holder hereof at Maturity
will be made in immediately available funds upon presentation of this Note at
the office of The Chase Manhattan Bank (National Association), as paying agent
("Paying Agent"), in New York, New York, provided that this Note is presented
to the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures.
Any Interest Payment Date which is not a Business Day shall be the
next succeeding Business Day with the same force and effect as if payment had
been made on the Interest Payment Date and no interest shall accrue with
respect to the payment due on such date. Any payment of principal, premium, if
any, or interest on the Maturity of this Note which is due on any day which is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue with respect to the payment due on such date.
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday,
and Friday which is not a day on which banking institutions are generally
authorized or obligated by law or executive order to close in the City of New
York.
Additional provisions of this Note are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, HUNTINGTON BANCSHARES INCORPORATED has caused this
instrument to be signed by its duly authorized officer, and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
DATED: ________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION HUNTINGTON BANCSHARES INCORPORATED
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
THE CHASE MANHATTAN BANK By: ______________________________________
(NATIONAL ASSOCIATION) Zuheir Sofia, President
as Trustee
By: _____________________________________ Attest: ___________________________________
Authorized Officer Ralph K. Frasier, Secretary
[SEAL]
[Form of Reverse of Fixed Rate Note]
HUNTINGTON BANCSHARES INCORPORATED
MEDIUM-TERM FIXED RATE NOTE, SERIES B
Due From Nine Months to 30 Years From Date of Issue
This Note is one of a duly authorized issue of Medium-Term Notes of
the Company (hereinafter called the "Notes"), issued or to be issued in one or
more series under and pursuant to an indenture, dated as of March 25, 1994 (as
supplemented or amended from time to time, the "Indenture"), duly executed and
delivered by the Company to The Chase Manhattan Bank (National Association), as
Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties, and immunities thereunder
of the Company, the Trustee, and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face, limited in aggregate principal amount
of $750,000,000.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the
manner, with the effect, and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Notes at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of not less than a majority in
principal amount of the Notes of any series at the time Outstanding, on behalf
of the Holders of all Notes of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.
If so provided on the face of this Note, this Note may be redeemed by
the Company on and after the date so indicated on the face hereof. On and
after the date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company at a redemption
price equal to the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage. The Redemption Percentage shall
initially equal the Initial Redemption Percentage specified on the face of this
Note, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified on the face of this Note, until the Redemption Percentage is equal to
100%.
If so provided on the face of this Note, this Note will be repayable,
at the option of the Holder, in whole or in part in increments of $1,000
(provided that the remaining principal amount of any Note surrendered for
partial repayment shall be at least $100,000), on any Business Day on or after
the Initial Date On Which The Note Is Repayable At The Option Of The Holder
specified on the face hereof, at the repayment amount specified on the face
hereof, plus accrued interest, if any, to the repayment date. In order for the
exercise of the option to be effective and the Notes to be repaid, the Company
must receive at the applicable address of the Paying Agent set forth below or
at such other place or places of which the Company shall from time to time
notify the Holder of this Note, on or before the fifteenth, but not earlier
than the thirtieth, calendar day or, if such day is not a Business Day, the
next succeeding Business Day, prior to the repayment date, either (i) this
Note, with the form below entitled "Option to Elect Repayment" duly completed
or (ii) a telegram, telex, facsimile transmission, or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or a trust company in the United States of America
setting forth (a) the name, address, and telephone number of the Holder of this
Note, (b) the principal amount of this Note and the amount of this Note to be
repaid, (c) the certificate number or a description of the tenor and terms of
this Note, (d) a statement that the option to elect repayment is being
exercised thereby, and (e) a guarantee stating that the Company
will receive this Note, with the form below entitled "Option to Elect
Repayment" duly completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this Note and form
duly completed are received by the Company by such fifth Business Day). Any
such election shall be irrevocable. The address to which such deliveries are
to be made is The Chase Manhattan Bank (National Association), Attention:
Corporate Trust Administration, 4 Chase MetroTech Center, 3rd Floor, Brooklyn,
New York 11245 (or at such other places as the Company shall notify the Holders
of the Notes). All questions as to the validity, eligibility (including time of
receipt), and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
Upon due presentment for registration of transfer of this Note at the office or
agency of the Company in any place where the principal of, premium, if any, and
interest on this Note are payable, a new Note or Notes in authorized
denominations, for an equal aggregate principal amount and like tenor will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a Global Note (as specified on the face hereof), this
Note is exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or if at any
time the Depositary ceases to be registered or in good standing under the
Exchange Act or other applicable statute or regulation, (y) the Company at any
time and in its sole discretion determines that this Note shall be exchangeable
for definitive Notes in registered form, or (z) an Event of Default, or an
event which with notice or lapse of time or both would be an Event of Default,
with respect to the Notes represented hereby has occurred and is continuing. If
this Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for definitive Notes in registered form, bearing interest (if any)
at the same rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Stated Maturity, and other terms and
of differing denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the places, at the respective times, and at the rate
herein prescribed.
The Company, the Trustee, and any Paying Agent may deem and treat the
Holder hereof as the absolute owner of this Note at such Holder's address as it
appears on the Security Register as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue), for the
purpose of receiving payment of or on account hereof and for all other
purposes, and neither the Company nor the Trustee nor any Paying Agent shall be
affected by any notice to the contrary. All payments made to or upon the order
of such registered Holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of Ohio.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
____________________________________________________________________________
(Please Insert Social Security or Other Identifying Number of Assignee)
____________________________________________________________________________
(Please Print or Typewrite Name and Address Including Postal Zip Code of
Assignee)
____________________________________________________________________________
the within Note and does hereby irrevocably constitute and appoint
____________________________________________________________________________
attorney to transfer the said Note on the books of the Company, with full power
and substitution in the premises.
Dated: ________________________ _______________________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned.)
For the within Note to be repaid, the Company must receive at the
applicable address of the Paying Agent set forth above or at such other place
or places of which the Company shall from time to time notify the Holder of the
within Note, on or before the fifteenth, but not earlier than the thirtieth,
calendar day or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) the within Note, with
this "Option to Elect Repayment" duly completed or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting
forth (a) the name, address, and telephone number of the Holder of the within
Note, (b) the principal amount of the within Note and the amount of the within
Note to be repaid, (c) the certificate number or a description of the tenor and
terms of the within Note, (d) a statement that the option to elect repayment is
being exercised thereby, and (e) a guarantee stating that the within Note with
this "Option to Elect Repayment" form duly completed will be received by the
Company not later than five Business Days after the date of such telegram,
telex, facsimile transmission, or letter (and the within Note and form duly
completed are received by the Company by such fifth Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple
of $1,000) which the Holder elects to have repaid:___________________________;
and specify the denomination or denominations (which shall be $100,000 or an
integral multiple of $1,000 in excess thereof) of the Note or Notes to be
issued to the Holder for the portion of the within Note not
being repaid (in the absence of any specification, one such Note will be
issued for the portion not being repaid):____________________________________
Dated:__________________________
NOTICE: The signature to this Option to Elect Repayment must correspond with the name as
written upon the face of the Note in every particular without alteration or enlargement or
any other change whatsoever.
--------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, 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 -- _______________ Custodian ________________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of survivorship Under Uniform Gifts to Minors Act
and not as tenants in common _____________________________________
(State)
Additional abbreviations may also be used though not in the above list.