REVERSE OF NOTE
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 Second Supplemental Indenture between the Company and the Trustee, dated as of August 16, 2021, 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 $500,000,000.
All terms used in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture.
On at least 10 days but no more than 60 days prior written notice delivered to the holders of the Notes, the Company may redeem the Notes in whole, but not in part, on, and only on, the Reset Date, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. The Company shall provide written notice to the Trustee of any redemption at least 15 days prior to the Redemption Date (unless a shorter notice is satisfactory to the Trustee).
The Notes may not otherwise be redeemed prior to the Maturity Date, except that on at least 10 days but no more than 60 days prior written notice delivered to the holders of the Notes, the Company may also, at its option and subject to any prior required approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, redeem the Notes, in whole, but not in part, at a Redemption Price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the Redemption Date, within 90 days of the occurrence of a Tax Event, Tier 2 Capital Event or a 1940 Act Event.
The Notes of this series are not entitled to the benefit of any sinking fund.
Notes offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act (Rule 144A) (Rule 144A Global Notes) shall be issued initially in the form of one or more permanent global securities in fully registered form, and Notes offered and sold in reliance on Regulation S under the Securities Act (Regulation S), shall be issued initially in the form of one or more global securities in fully registered form (Regulation S Global Notes), in each case, with the Restricted Notes Legend set forth below (each security, unless and until becoming an Unrestricted Note (as defined below), a Restricted Global Note), which shall be deposited on behalf of the Holders of the Notes represented thereby with the Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may