HUNTINGTON BANCSHARES INCORPORATED. By: ------------------------------------------ Richxxx X. Xxxap General Counsel and Secretary EMPIRE BANC CORPORATION By: ------------------------------------------ Jamex X. Xxxxxxx, Xx. Chairman and Chief Executive Officer EXECUTIVE:
HUNTINGTON BANCSHARES INCORPORATED. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section § 310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.8 6.10 § 311 (a) 6.13 (b) 6.13 § 312 (a) 7.1 (b) 7.2(a) (c) 7.2(b) § 313 (a) 7.3(a) (b) 7.3(a) (c) 7.3(a) (d) 7.3(b) § 314 (a) 7.4 (a)(4) 1.2 10.4 (b) Not Applicable (c)(1) 1.2 (c)(2) 1.2 (c)(3) Not Applicable (d) Not Applicable (e) 1.2 § 315 (a) 6.1 (b) 6.2 (c) 6.1 (d) 6.1 (d)(1) 6.1 (d)(2) 6.1 (d)(3) 6.1 (e) 5.14 § 316 (a)(1)(A) 5.2 5.12 (a)(1)(B) 5.13 (a)(2) Not Applicable (b) 5.8 (c) 1.4(c) § 317 (a)(1) 5.3 (a)(2) 5.4 (b) 10.3 § 318 (a) 1.7 NOTE: This shall not, for any purpose, be deemed to be part of the Indenture. INDENTURE, dated as of July 30, 2019, between HUNTINGTON BANCSHARES INCORPORATED, a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), having its principal office at Huntington Center, 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000 and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee”).
HUNTINGTON BANCSHARES INCORPORATED a Maryland corporation (herein called the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of four hundred million United States dollars on August 2, 2018 and all accrued and unpaid interest thereon on August 2, 2018, or if such day is not a Business Day, the following Business Day. The Company further promises to pay interest on said principal sum from and including August 2, 2013, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in arrears on February 2 and August 2 in each year (each an “Interest Payment Date”), commencing February 2, 2014 at the rate of 2.60% per annum, computed for any full semiannual period on the basis of a 360-day year of twelve 30-day months and computed for any partial semiannual period on the actual days elapsed during such period, until the principal hereof is due, and at the rate of 2.60% per annum on any overdue principal amounts, and, to the extent permitted by law, on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (defined below) for such interest, which shall be the January 18th or July 18th, as the case may be, of each year (whether or not a Business Day) (each such date, a “Regular Record Date”). Interest on the Outstanding Notes payable at maturity will be payable to the persons to whom principal is payable next preceding such Interest Payment Date. In any case where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and, if such payment is so made, no interest shall accrue on such payment for the period from and after such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this ...
HUNTINGTON BANCSHARES INCORPORATED a Maryland Corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President, Treasurer TCF FINANCIAL CORPORATION, a Michigan Corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Executive Officer COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., acting jointly By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President EXHIBIT A FORM OF GLOBAL RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Huntington Bancshares Incorporated, a Maryland corporation, or its agent for registration of transfer, exchange, or payment, and any receipt 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. DEPOSITARY SHARES [ ] DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH REPRESENTING 1/1,000TH OF ONE SHARE OF 5.70% SERIES I NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF HUNTINGTON BANCSHARES INCORPORATED INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND CUSIP: 000000000 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning September 1, 2021, each March 1, June 1, September 1 and December 1. COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., acting jointly as Depositary (the “Depositary”), hereby certify that Cede & Co. is the registered owner of [__________________] DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th of one share of 5.70% Series I Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share (the “Stock”), of Huntington Bancshares Incorporated, a Maryland corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of September 14, 2017, by and among TCF Financial Corporation, a Delaware corporation (“Legacy TCF”), on the one hand, and the Depositary, on the other hand (the “Original Deposit Agreement”), as amended by (i) the First Amendment to Deposit Agreement, dated as of July 31, 2019, by and among Legacy TCF, TCF Financial Corporation, a Michigan corpora...
HUNTINGTON BANCSHARES INCORPORATED. HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
HUNTINGTON BANCSHARES INCORPORATED. HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article Fifth of the charter of the Corporation (the “Charter”), the board of directors of the Corporation (the “Board of Directors”) and a duly authorized committee thereof (the “Committee”), by duly adopted resolutions, classified and designated 7,000 shares of the authorized but unissued serial preferred stock of the Corporation, par value $0.01 per share (the “Serial Preferred Stock”), as 5.70% Series [H] Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with the following preferences and rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article Fifth of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.
HUNTINGTON BANCSHARES INCORPORATED. By: /s/ Franx Xxxxx --------------------------------------------------- Franx Xxxxx, Xxairman and Chief Executive Officer FIRST MICHIGAN BANK CORPORATION By: /s/ Davix X. Xxxxxxxx -------------------------------------------------- Davix X. Xxxxxxxx, Xxairman and Chief Executive Officer 8 ATTACHMENT A TO WARRANT PURCHASE AGREEMENT THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT BEING SO REGISTERED OR QUALIFIED UNLESS AN EXEMPTION OR EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. WARRANT ------- TO PURCHASE 5,268,716 COMMON SHARES OF FIRST MICHIGAN BANK CORPORATION
HUNTINGTON BANCSHARES INCORPORATED. By:_______________________________ Zuheir Sofia President, Chief Operating Officer, and Treasurer ________________________________ By:_____________________________ Name: Title: ________________________________ By:_____________________________ Name: Title: _______________________________ By:_____________________________ Name: Title: HUNTINGTON BANCSHARES INCORPORATED Medium-Term Notes Terms Agreement _____ , 19__ [NAME(S) AND ADDRESS(ES) OF AGENT(S)] Dear Sirs: Huntington Bancshares Incorporated (the "Company") proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated ____, 1995 (the "Distribution Agreement"), between the Company on the one hand and [Name(s) of Agent(s)] (the "Agents") on the other, to issue and sell to [Name(s) of Agent(s)] the securities specified in the Schedule hereto (the "Purchased Securities"). Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Company or make such party subject to the provisions therein relating to the solicitation of offers to purchase securities from the Company, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 1 of the Distribution Agreement which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue a...
HUNTINGTON BANCSHARES INCORPORATED. By: ------------------------------------------ Chief Executive Officer EXECUTIVE: --------------------------------------------- Executive EXHIBIT A BENEFICIARY DESIGNATION AND NOTICE FORM BENEFICIARY DESIGNATION In the event of my death, I direct that any amounts due me under the Agreement to which this Beneficiary Designation is attached shall be distributed to the person designated below. If no beneficiary shall be living to receive such assets they shall be paid to the administrator or executor of my estate.
HUNTINGTON BANCSHARES INCORPORATED. This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of December 29, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A, as Trustee (herein called the “Trustee,” which term includes any successor trustee), as amended and supplemented by the First Supplemental Indenture between the Company and the Trustee (“Supplemental Indenture ”) dated as of December 17, 2010, to which Indenture reference is hereby made for a statement 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 hereof, initially limited in aggregate principal amount to $300,000,000. All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. The Notes of this series shall not be redeemable at the option of the Company or the holders prior to the Maturity Date. The Notes of this series are not entitled to the benefit of any sinking fund. The Base Indenture provisions relating to defeasance in the Section 13.2 and 13.3 of the Base Indenture shall not be applicable to the Notes. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series shall become immediately due and payable in the manner and with the effect 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 at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes of each series (each series voting as a class) affected thereby and at the time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders of all Notes of such series, to waive 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 an...
