EX-4.1





 Exhibit 4.1 
  

			
	 5.625% Series F
	  	5.625% Series F
	 Non-Cumulative Perpetual
	  	Non-Cumulative Perpetual
	 Preferred Stock
	  	Preferred Stock
	 Number *0*
	  	Shares *0*        

 SEE REVERSE FOR IMPORTANT NOTICE 

AND OTHER INFORMATION 
  

			
	 THIS CERTIFICATE IS TRANSFERABLE
	  	CUSIP 446150 AU8
	 IN THE CANTON, MA AND NEW YORK, NY
	  	

 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 5.625% Series F Non-Cumulative Perpetual Preferred Stock, $0.01 par value 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 (the “Charter”) and the
Bylaws of the Corporation and any amendments or supplements 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: __________________ 
  

							
	Countersigned and Registered:	  		  	
	Computershare Trust Company, N.A.	  		  	
	Transfer Agent	  		  	                                      
                                         
 (SEAL)
	and Registrar	  		  	President
				
	By:	  	  
	  		  	                                      
                                         
             
		  	Authorized Signature	  		  	Assistant Secretary













 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 redemption 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, 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. 
 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: 
  

					
	 TEN COM
	  	- as tenants in common	  	UNIF GIFT MIN ACT                  Custodian
                
	 TEN ENT
	  	- as tenants by the entireties	  	                                      
(Custodian)                 (Minor)
	 JT TEN
	  	- as joint tenants with right of	  	Under the Uniform Gifts to Minors Act of                 
		  	  survivorship and not as tenants in common	  	                                      
                              (State)

 FOR VALUE RECEIVED, ________________HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
__________________________________________________________________________________                 

(NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER IDENTIFYING # OF ASSIGNEE)
_________________________________________________________________________________________________________ 

                 (_____________) shares of stock of the Corporation
represented by this Certificate and does hereby irrevocably constitute and appoint 

                          
           attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises. 

Dated: _______________________ 
  

			
		 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THEFACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY OTHER
CHANGE.