EX-4 7 d50400_exh4-4.txt EXHIBIT 4-4 EXHIBIT 4.4 Certificate Number: P-1 Number of Preferred Securities: 1,850,000 Certificate Evidencing Preferred Securities of First Merchants Capital Trust I 8.75% Cumulative Trust Preferred Securities (Liquidation Amount $25 per Preferred Security) CUSIP No. 32082A 200 First Merchants Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that CEDE & CO., (the "Holder") is the registered owner of 1,850,000 preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the 8.75% Cumulative Trust Preferred Securities (liquidation amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this Certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined herein). The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred Securities are set forth in, and this Certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement as of April 17, 2002, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Preferred Securities Guarantee Agreement entered into by First Merchants Corporation, an Indiana corporation, and Wachovia Trust Company, National Association, as guarantee trustee, dated as of April 17, 2002, as the same may be amended from time to time (the "Guarantee"), to the extent provided therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this Certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Unless the Certificate of Authentication has been manually executed by the Authentication Agent, this Certificate is not valid or effective. IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed this Certificate this 17th day of April 2002. FIRST MERCHANTS CAPITAL TRUST I By: /s/ Michael L. Cox , as Administrative Trustee ---------------------------------------------- Name: Michael L. Cox ---------------------------------------- By: /s/ Larry R. Helms , as Administrative Trustee ---------------------------------------------- Name: Larry R. Helms ---------------------------------------- By: /s/ Mark K. Hardwick , as Administrative Trustee ---------------------------------------------- Name: Mark K. Hardwick ---------------------------------------- 2 LEGEND FOR CERTIFICATES EVIDENCING GLOBAL PREFERRED SECURITIES ONLY: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to First Merchants Capital Trust I or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 3 [FORM OF REVERSE OF CERTIFICATE] The Trust will furnish without charge to any registered owner of Preferred Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any such request should be in writing and addressed to First Merchants Capital Trust I, c/o Wachovia Trust Company, National Association, One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee Administration, or to the Registrar named on the face of this 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-- under Uniform TEN ENT-- as tenants by the entireties Gift to Minors JT TEN-- as joint tenants with right of Act and not as survival tenants Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (Please insert social security or other identifying number of assignee) (insert address and zip code of assignee) the within Certificate and all rights and interests represented by the Preferred Securities evidenced thereby, and hereby irrevocably constitutes and appoints ________________________________________________________________________attorney to transfer the said Preferred Securities on the books of the within-named Trust with full power of substitution in the premises. Dated: ___________________ Signature: ________________________________________ Note: The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Certificate in every particular, without alteration or enlargement, or any change whatever. Signature(s) Guaranteed: ________________________________________ NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" that is a member or participant in a "signature guarantee program" (i.e., the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). 4 PREFERRED SECURITIES CERTIFICATE AUTHENTICATION This is one of the 8.75% Cumulative Trust Preferred Securities referred to in the within-mentioned Amended and Restated Trust Agreement. WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Authentication Agent and Registrar By: /s/ Edward L. Truitt, Jr. ----------------------------------- Name: Edward L. Truitt, Jr. ----------------------------- Title: Vice President ----------------------------