Exhibit 4(d)

              FORM OF UNRESTRICTED CERTIFICATE OF CAPITAL SECURITY
              ----------------------------------------------------

                  This Capital Security is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in the name
of The Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This Capital Security is exchangeable for Capital
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Capital Security (other than a transfer of this Capital
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

                  Unless this Capital Security Certificate is presented by an
authorized representative of the Depositary to Huntington Capital I or its agent
for registration of transfer, exchange or payment, and any Capital Security
Certificate issued is registered in the name of Cede & Co. or such other name as
registered by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.

CERTIFICATE NO. ______                                   CUSIP NO. ___________

AGGREGATE LIQUIDATION AMOUNT OF CAPITAL SECURITIES: $_____________

                    Certificate Evidencing Capital Securities

                                       of

                              Huntington Capital I

                        Floating Rate Capital Securities
                (liquidation amount $1,000 per Capital Security)

                  HUNTINGTON CAPITAL I, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of capital securities in the
aggregate liquidation amount of $____________ of the Trust representing
undivided beneficial interests in the assets of the Trust designated the
Floating Rate Capital Securities (liquidation amount $1,000 per Capital
Security) (the "Capital Securities"). The Capital 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 the Declaration (as defined below). The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust, dated as of January 31, 1997 (as





the same may be amended from time to time (the "Declaration"), among Huntington
Bancshares Incorporated, as Sponsor (the "Company"), Milton D. Baughman, Beth A.
Russell and Paul V. Sebert, as Regular Trustees, The Chase Manhattan Bank, as
Property Trustee, and Chase Manhattan Bank Delaware, as Delaware Trustee.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Guarantee to
the extent described therein. The Sponsor will provide a copy of the
Declaration, the Guarantee and the Indenture to a Holder without charge upon
written request to the Sponsor at its principal place of business.

                  Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                  By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Capital
Securities as evidence of undivided indirect beneficial interests in the
Debentures.

                  This Capital Security shall be governed by and interpreted in
accordance with the laws of the State of Delaware.

         IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of ____________, 199__.

                                         HUNTINGTON CAPITAL I

                                         By:
                                            -----------------------------------
                                         Name:
                                         Title:

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities referred to in the within-mentioned
Declaration.

                                         THE CHASE MANHATTAN BANK

                                         By:
                                            -----------------------------------
                                                 Authorized Officer