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                                  EXHIBIT 10(D)



                       AMENDMENT TO 1991 STOCK OPTION PLAN







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AMENDMENT TO THE COMMERCIAL NATIONAL FINANCIAL CORPORATION 1991 STOCK OPTION
PLAN

The Board of Directors has unanimously approved an amendment to the Commercial
National Financial Corporation 1991 Stock Option Plan (the "Plan") to increase
the maximum number of shares of Commercial National Financial Corporation common
stock which may be issued under the Plan by 50,000 shares and unanimously
recommends to the shareholders that they approve such amendment. The Plan was
approved by shareholders at the annual meeting of shareholders held on April 23,
1991. An amendment to the Plan authorizing an additional 30,000 shares was
approved by shareholders at the annual meeting of Shareholders held on April 25,
1995. After the 1995 amendment to the Plan was approved, 60,388 shares were
authorized for issuance under the Plan. Through the issuance of stock dividends
by the Corporation, the number of shares authorized under the Plan reached
69,906 as of December 31, 1997.

Pursuant to action by the stock option committee, options to purchase 61,773 of
the 69,906 shares of Commercial National Financial Corporation common stock
authorized for issuance under the Plan have been granted to qualified directors,
officers and key employees of Commercial Bank. Consequently, there are currently
only 8,133 shares of Commercial National Financial Corporation common stock
available for option grants under the Plan. The Board of Directors would like to
increase the number of shares available under the Plan so that options may be
granted to a greater number of key employees. The Board of Directors believes
that additional shares should be available under the Plan in order to achieve
this goal and the other purposes behind the Plan.

DESCRIPTION OF THE PLAN

The following description of the Plan is a summary of its terms and is qualified
in its entirety by the Plan, a copy of which is available by contacting Patrick
Duffy. The following description incorporates the proposed amendment to the
Plan.

Purpose. The Purpose of the Plan is to attract and retain qualified directors,
officers, and key employees, and to recognize their contribution to the
long-term performance and growth of the Corporation and the Bank.

Shares Subject to the Plan. The Plan would permit stock options, stock
appreciation rights, and tax benefit rights to be issued with respect to an
aggregate of 119,906 shares of the Corporation's Common Stock (subject to
adjustment for stock dividends, stock splits, etc.).

Administration. The Plan is administered by the stock option committee (the
"Committee"). The Committee determines the persons to be granted options, stock
appreciation rights, and tax benefit rights; the amount of options or rights to
be granted to each such participant; the time at which options would be granted;
the terms of each option and right; the duration of each option and any exercise
limitations; and all other determinations necessary or advisable for
administration of the Plan.

The board of directors may terminate or amend the Plan at any time provided that
no amendment could, without the approval of the shareholders, materially
increase either the benefits to participants or the number of shares that may be
issued under the Plan, materially modify the eligibility requirements, or reduce
the option price, except pursuant to the 


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adjustments provided or in the Plan. Unless previously terminated by the board
of directors, the Plan will terminate on April 22, 2001.

Eligibility. Options may be issued to directors, and both options and rights may
be issued to officers, and other individuals identified as key employees of the
Corporation and the Bank. Grants of options to directors of the Corporation and
the Bank are made only on June 1 of each year, in an amount equal to the amount
of the director's total cash compensation from the Corporation reported on IRS
Form 1099 for the preceding calendar year. While it is not possible to indicate
the number, names or positions of directors, officers or employees who may be
selected for the grant of options and rights, in 1997 options were granted to 5
key management employees and 11 directors. It is likely that grants in the
future will be to the same number of directors and to a greater number of
officers and other key employees.

Stock Options. Certain options that may be granted to employees under the Plan
may qualify as incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Options may also be granted that
do not qualify for incentive stock option treatment.
No participant may be granted incentive stock options that would result in the
aggregate fair market value of the stock (determined at the time of grant) with
respect to which participant's incentive stock options are exercisable for the
first time during any calendar year to exceed $100,000. There is no specified
maximum for options which are not incentive stock options.

The per share option price is the market value of the Common Stock at the time
the option is granted. There is no established market for the Common Stock, and
no published information with respect to its market value. Accordingly, market
value is the mean between the bid and asked prices obtained from an independent
broker for the date of grant, or for the last preceding date (within 30 days)
for which such information was available. If such information is not available,
or if the Committee determines that such information is for any reason not a
reliable determination of the fair market value of the Corporation's Common
Stock, the Committee determines the market value of the Common Stock as of the
date of grant. As of March 13, 1998, the market value of Common Stock so
determined was $36 per share.

The term of each option is determined by the Committee, but no option may be
exercisable after 15 years from the date granted, but no option designated as an
incentive stock option may be exercisable after the expiration of 10 years from
the date of grant. Options generally terminate in the event of retirement,
death, or any other termination of employment. Options granted to participants
under the Plan cannot be transferred except by will or the laws of descent and
distribution.

Appreciation and Tax Benefit Rights. Under the Plan, the Corporation may grant
stock appreciation rights or tax benefit rights with respect to specific stock
options to eligible participants other than directors. A stock appreciation
right would allow the participant to surrender the related option, in whole or
part, or cash, shares of Common Stock, or a combination of cash and shares, in
an amount not exceeding the excess of the market value of the shares covered by
the related option at exercise over the option price of the shares. A tax
benefit right provides the participant a cash payment upon exercise of an
option. The payment 


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will not exceed the amount determined by multiplying the participant's income
realized upon exercise of an option by the maximum federal income tax rate for
corporations. The participant may use the cash realized from a tax benefit right
to pay a portion of the option price unless the Committee provides otherwise.

When exercising all or a portion of an option, a participant may, with the
Committee's consent, pay for stock with cash, shares of Common Stock, or other
consideration equivalent to cash. The Committee may also permit payment of all
or a portion of the option price through promissory notes or other installment
payments, with or without interest or security.

Federal Income Tax Consequences. A participant exercising an incentive stock
option would not recognize income at exercise. The difference between the market
value and the exercise price would be, however, a preference item for
calculating alternative minimum tax. Upon sale of the stock, so long as the
participant holds the stock for at least 1 year after the exercise of the option
and at least 2 years after the grant of the option, the participant's basis
would equal the option price, the participant would be taxed on the difference
between the sales proceeds and the option price as capital gain, and the
Corporation would receive no federal tax deduction.

If, prior to the expiration of either of the above holding periods, the
participant sells shares acquired under an incentive stock option, the tax
deferral would be lost and the participant would realize compensation income
equal to the difference between the option price and the fair market value as of
the sale. The Corporation would receive a corresponding deduction for federal
income tax purposes. If the participant exercises options which are not
incentive stock options, he or she would have compensation income in the year of
exercise equal to the difference between the option price and the fair market
value at the time of exercise, and the Corporation would receive a corresponding
deduction for federal income tax purposes

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