EX-4.1






Exhibit 4.1




SPECIMEN CERTIFICATE – SERIES B PREFERRED STOCK



	 	 	 
	Number *0*
	 	Shares *0*

SEE REVERSE FOR IMPORTANT

NOTICE AND OTHER INFORMATION

CUSIP 446150 609







THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF            PITTSBURGH,

PENNSYLVANIA AND JERSEY CITY, NEW JERSEY




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 Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value $0.01 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 and the Bylaws of the Corporation and any amendments
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:	 	 
	Transfer Agent

	 	 	 	(SEAL)
	and Registrar	 	President
	 	 	 
	By:	 	 
	Authorized Signature	 	Secretary
	 	 	 






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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
of the Corporation, 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 or
to the Transfer Agent.



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	 	_________
	 	 	 	 	 	 	 	 	(Custodian)	 	 	 	(Minor)
	TEN ENT	 	-	 	as tenants by the entireties	 	under Uniform Gifts to Minors Act of ________________________
(State)
	JT TEN	 	-	 	as joint tenants with right
of survivorship and not as
tenants in common	 	 
	 	 	 	 	 	 	Additional abbreviations may also be used though not in the above list.






FOR VALUE RECEIVED, HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER, OF ASSIGNEE)



( ) shares of Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value $0.01
per share, of the Corporation represented by this Certificate and do hereby irrevocably constitute
and appoint attorney to transfer the said shares of Floating Rate Series B Non-Cumulative Perpetual
Preferred Stock, par value $0.01 per share, on the books of the Corporation, with full power of
substitution in the premises.




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