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EXHIBIT 1(a)
CLASS C PREFERRED SECURITIES
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SUBSCRIPTION AGREEMENT
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THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of
August ___, 2001, among HUNTINGTON PREFERRED CAPITAL, INC., an Ohio corporation
(the "Issuer"), HUNTINGTON PREFERRED CAPITAL HOLDINGS, INC., an Indiana
corporation ("HOLDINGS") and THE HUNTINGTON NATIONAL BANK ("HNB").
RECITALS
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A. Holdings desires to purchase from the Issuer, and the Issuer desires
to sell to Holdings, 2,000,000 of the Issuer's Class C preferred shares, $25.00
par value per share (the "Class C preferred securities"), for the sum of
$50,000,000.00 or its equivalent in tangible and intangible assets.
B. The Class C preferred securities have been registered with the
Securities and Exchange Commission (the "SEC") pursuant to a registration
statement on Form S-11, dated May 16, 2001, as amended from time to time (the
"Registration Statement").
C. The Class C preferred securities will be convertible in certain
circumstances at the direction of the Office of the Comptroller of the Currency
(the "OCC") into a like number of HNB Class C Preferred Shares, $25.00 par value
per share (the "Class C conversion shares"). The Class C conversion shares into
which the Class C preferred securities would be converted if the circumstances
arise will be registered with the OCC under its national bank securities
regulations at the same time as the Class C preferred securities are registered
with the SEC.
D. The rights, preferences, and other terms of the Class C conversion
shares are substantially the same as the rights, preferences, and other terms of
the Class C preferred securities, except that the Class C conversion shares
would not be listed on any national securities exchange or national quotation
system, would not have any voting rights, and would not have any right to elect
additional independent directors if dividends are missed.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Subscription to Securities. Upon effectiveness of the Registration
Statement, Holdings hereby subscribes to the Class C preferred securities and
agrees to pay therefor the sum of $50,000,000.00 or its equivalent in tangible
or intangible assets.
2. Representations and Warranties of Holdings. Holdings hereby warrants
and represents to and agrees with Issuer and HNB that:
a. Holdings has received and reviewed a copy of the prospectus
filed as part of the Registration Statement.
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b. Holdings has received and reviewed copies of the express
terms of the Class C preferred securities and of the Class C conversion shares.
3. Conversion of the Securities. If at any time after the issuance of
the Class C preferred securities, the OCC directs HNB in writing to cause the
Class C preferred securities to be converted into the Class C conversion shares,
because (i) HNB is undercapitalized under the prompt corrective regulations, 12
C.F.R. 6.4(b), (ii) HNB is placed into conservatorship or receivership, or (iii)
the OCC, in its sole discretion, anticipates HNB becoming undercapitalized in
the near term, then
(a) Holdings or any subsequent holder or holders of the Class
C preferred securities shall immediately, in accordance with procedures
set forth in the prospectus pursuant to which the Class C preferred
securities were sold, exchange such securities for Class C conversion
shares, on a one share for one share basis, by delivering any and all
certificates representing any of the Class C preferred securities to
HNB, properly endorsed for transfer,
(b) HNB shall immediately and unconditionally issue the
required Class C conversion shares to Holdings or to any subsequent
holder or holders of the Class C preferred securities, and
(c) any and all accrued but unpaid dividends on the Class C
preferred securities through the date of the conversion shall be deemed
to be accrued and unpaid dividends on the related Class C conversion
shares.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as signatories.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
HUNTINGTON PREFERRED CAPITAL, INC.
By:_______________________________
Print Name:_______________________
Title:____________________________
HUNTINGTON PREFERRED CAPITAL
HOLDINGS, INC.
By:_______________________________
Print Name:_______________________
Title:____________________________
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THE HUNTINGTON NATIONAL BANK
By:__________________________________
Print Name:__________________________
Title:_______________________________
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