DECLARATION OF TRUST OF HUNTINGTON CAPITAL III
Exhibit 4(j)
THIS DECLARATION OF TRUST is made as of May 21, 1998 (this “Declaration”), by and among
Huntington Bancshares Incorporated, a Maryland banking corporation, as sponsor (the “Sponsor”), and
Chase Manhattan Bank Delaware, a Delaware banking corporation as trustee (the “Delaware Trustee”),
and Xxxx X. Xxxxxx, as trustee (jointly, the “Trustees”). The Sponsor and the Trustees hereby agree
as follows:
1. The trust created hereby shall be known as “Huntington Capital III” (the “Trust”), in which
name the Trustees or the Sponsor, to the extent provided herein, may conduct the business of the
Trust, make and execute contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10.
Such amount shall constitute the initial trust estate. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq. (the “Business Trust Act”), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State in such form as the
Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated Trust Agreement or
Declaration of Trust satisfactory to each such party and substantially in the form included as an
exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated
operation of the Trust created hereby and the issuance of the Preferred or Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement or Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect of the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the transactions
contemplated herein.
4. The Sponsor hereby agrees to indemnify the Delaware Trustee and any of the officers,
directors, employees and agents of the Delaware Trustee (the “Indemnified Persons”) for, and to
hold each Indemnified Person harmless against,
any liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against or investigating any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.
5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its discretion, (i) to file
with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the
1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf
of the Trust, (a) a Registration Statement (the “1933 Act Registration Statement”), including all
pre-effective and post-effective amendments thereto, relating to the registration under the
Securities Act of 1933, as amended (the “1933 Act”), of the Preferred or Capital Securities of the
Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the Preferred
or Capital Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration
Statement”), including all pre-effective and post-effective amendments thereto, relating to the
registration of the Preferred or Capital Securities of the Trust under the Securities Exchange Act
of 1934, as amended; (ii) to file with the New York Stock Exchange or other exchange, or the
National Association of Securities Dealers (“NASD”), and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred or Capital Securities of the Trust to be
listed on the New York Stock Exchange or such other exchange, or the NASD’s Nasdaq National Market;
(iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other papers and
documents that shall be necessary or desirable to register the Preferred or Capital Securities of
the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf
of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to,
or instruments for filing with, a depository relating to the Preferred or Capital Securities of the
Trust; and (v) to execute, deliver and perform on behalf of the Trust and underwriting agreement
with one or more underwriters relating to the offering of the Preferred or Capital Securities of
the Trust.
In the event that any filing referred to in this Section 4 is required by the rules and
regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or state
securities or “Blue Sky” laws to be executed on behalf of the Trust by the Trustees, the Trustees,
in their capacity as trustees of the Trust, are hereby authorized to join in any such filing and to
execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees,
in their
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capacity as trustees of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules and regulations of
the Commission, the New York Stock Exchange or other exchange, NASD, or state securities or “Blue
Sky” laws.
6. This Declaration may be executed in one or more counterparts.
7. The number of trustees of the Trust initially shall be two and thereafter the number of
trustees of the Trust shall be such number as shall be fixed from time to time by a written
instrument signed by the Sponsor which may increase or decrease the number of trustees of the
Trust; provided, however, that to the extent required by the Business Trust Act, one trustee of the
Trust shall either be a natural person who is a resident of the State of Delaware or, if not a
natural person, an entity which has its principal place of business in the State of Delaware.
Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of
the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the
Sponsor.
8. This Declaration shall be governed by, and construed in accordance with, the laws of the
State of Delaware (without regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly executed as of
the day and year first above written.
| HUNTINGTON BANCSHARES INCORPORATED, as Sponsor |
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Executive Vice President | |||
| CHASE MANHATTAN BANK DELAWARE, not in its individual capacity but solely as trustee of the Trust |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
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| XXXX X. XXXXXX, not in his individual capacity but solely as trustee of the Trust |
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| /s/ Xxxx X. Xxxxxx | ||||
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