Whitney Holding Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series A Certificate (U.S. Treasury)

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Summary

This certificate represents shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued by Whitney Holding Corporation to the United States Department of Treasury. The agreement outlines the terms for ownership, transfer, and restrictions on resale of these preferred shares, including requirements that transfers comply with securities laws and are limited to qualified institutional buyers or under certain exemptions. The shares are not insured by the FDIC or any government agency and are not registered under the Securities Act unless an exemption applies.

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EX-4.1 4 h65283exv4w1.htm EX-4.1 exv4w1
Exhibit 4.1
UST Sequence Number: 161
WHITNEY HOLDING CORPORATION Fixed Rate Cumulative Perpetual Preferred Stock, Series A PREFERRED STOCK incorporated under the laws of the state of louisiana UNITED STATES. DEPARTMENT OF TREASURY WHITNEY HOLDING CORPORATION DATED: December 19, 2008

 

 

WHITNEY HOLDING CORPORATION THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 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 IRAN MIN ACT- .. Custodian TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of            under Uniform Transfers to Minors survivorship and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares of the preferred stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated Signature(s) Guaranteed: Signature(s) THE            SIGNATURE(S) SHOULD            BE            NOTICE: THE SIGNATURE(S) ON THIS GUARANTEED            BY AN            ELIGIBLE            ASSIGNMENT MUST CORRESPOND WITH THE GUARANTOR INSTITUTION, AS DEFINED IN            NAME(S) AS WRITTEN UPON THE FACE OF RULE 17Ad-15 UNDER THE SECURITIES            THE CERTIFICATE, IN EVERY AND EXCHANGE ACT OF 1934, AS            PARTICULAR, WITHOUT ALTERATION OR AMENDED. ENLARGEMENT, OR ANY CHANGE WHATEVER.