EXHIBIT 4(C)

Exhibit 4(c)


CERTIFICATE OF TRUST

OF

HUNTINGTON CAPITAL III


THIS Certificate of Trust of Huntington Capital III (the
"Trust"), dated as of May 21, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).

1. Name. The name of the business trust formed hereby is
Huntington Capital III.

2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801.

3. Effective Date. This Certificate of Trust shall be
effective upon filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.

CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
trustee of the Trust


By:/s/ John J. Cashin
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Name: John J. Cashin
Title: Vice President


PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust



/s/ Paul V. Sebert
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