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                                                                Exhibit 10(b)


                Security Banc Corporation 1995 Stock Option Plan


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                            SECURITY BANC CORPORATION

                             1995 STOCK OPTION PLAN

1.       Name and Purpose.

         This Plan shall be known as the Security Banc Corporation 1995 Stock
         Option Plan (the "Plan"). The purpose of the Plan is to advance the
         interests of Security Banc Corporation (the "Corporation") by providing
         material incentive for the continued services of key employees and by
         attracting able personnel to employment with the Corporation and its
         Subsidiaries. The term "Subsidiary" as used herein means a subsidiary
         corporation [as the term is defined in Section 425(f) of the Internal
         Revenue Code of 1986 (the "Code")] of the Corporation.

2.       Administration.

         The Plan shall be administered by a committee of directors (the
         "Committee") designated by the Board of Directors of the Corporation,
         all of the members of which shall be "disinterested" to the extent
         required by Rule 16b-3 (or any successor provision) adopted by the
         Securities and Exchange Commission pursuant to the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"). The Committee may
         establish, subject to the provisions of the Plan, such rules and
         regulations as it deems necessary for the proper administration of the
         Plan, and make such determinations and take such action in connection
         therewith or in relation to the Plan as it deems necessary or
         advisable, consistent with the Plan.

3.       Eligibility.

         Regular full-time employees of the Corporation and its Subsidiaries who
         are key employees, including officers, whether or not directors of the
         Corporation, shall be eligible to participate in the Plan. Such
         employees are herein referred to as "Eligible Employees." Those
         directors who are not regular employees of the Corporation or a
         Subsidiary are not eligible to participate in the Plan.

4.       Shares Subject to Option.

         (a)   The shares to be issued and delivered by the Corporation upon
               exercise of options granted under the Plan are the Corporation's
               common shares, which may be either authorized but unissued shares
               or treasury shares.

         (b)   The aggregate number of common shares of the Corporation which
               may be issued under the Plan shall not exceed 20,000; subject,
               however, to the adjustment provided in Paragraph 8 in the event
               of stock splits, stock dividends, exchanges of shares or the like
               occurring after adoption of this Plan by the Board of Directors
               of the Corporation. No option may be granted under this Plan
               which could cause such maximum limit to be exceeded.

         (c)   Common shares covered by an option which is no longer exercisable
               with respect to such shares shall again be available for issuance
               in connection with other options granted under this Plan.


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5.       Grant of Options.

         The Committee from time to time, in its discretion and subject to the
         provisions of the Plan, may grant options to any or all Eligible
         Employees. An Eligible Employee to whom an option has been granted is
         referred to herein as an "Optionee." Each option shall be evidenced by
         an "Option Agreement," signed by the Optionee and the Corporation,
         which shall provide that the option shall be subject to the provisions
         of this Plan and shall contain such other provisions as the Committee
         may prescribe not inconsistent with this Plan.

6.       Terms and Conditions of Option.

         All options granted under this Plan shall contain such terms and
         conditions as the Committee determines at the time of grant, subject to
         the foregoing and following limitations and requirements.

         (a)  Form of Option.

              Incentive Options and Non-Qualified Options may be granted under
              this Plan. "Incentive Option" means an option granted under this
              Plan which is designated to be an incentive stock option under the
              provisions of Section 422 of the Code; and any provisions
              elsewhere in this Plan or in the Option Agreement for an Incentive
              Option which would prevent such option from being an incentive
              stock option under the provisions of Section 422 of the Code may
              be deleted and/or voided retroactively to the date of the granting
              of such option, by action of the Committee. "Non-Qualified Option"
              means an option granted under this Plan which is not an incentive
              stock option under the provisions of Section 422 of the Code.
              Non-Qualified Options shall not be affected by any actions taken
              retroactively as provided above with respect to Incentive Options.

         (b)  Option Price.

              The option price per share shall not be less than one hundred
              percent (100%) of the fair market value of a common share of the
              Corporation on the date the option is granted, as determined by
              the Committee in a manner consistent with the requirements of the
              Code for incentive stock options.

         (c)  Ten Percent (10%) Shareholder.

              Notwithstanding any other provisions of this Plan, with respect to
              an Incentive Option granted to an Optionee who, at the time such
              option is granted, possesses, directly or indirectly, more than
              ten percent (10%) of the voting power of all classes of capital
              shares of the Corporation, any Subsidiary or any parent of the
              Corporation, the option price per share shall be at least one
              hundred ten percent (110%) of the fair market value of a common
              share of the Corporation, determined as provided in Paragraph 6(b)
              above, and such option shall expire five (5) years from the date
              the option is granted.

         (d)  Period Within Which Option May Be Exercised.

              Subject to Paragraph 6(c) above, at the time an option is granted,
              the Committee shall specify the maximum term during which the
              option may be exercised and may provide for such other terms,
              restrictions, conditions and limitations on the exercise of the
              option (including, without limitation, provisions that provide the
              option may be exercised in full or in part only after the passage
              of a specified period or periods of time or only if specified
              conditions have been satisfied), if any, as it may deem
              appropriate.


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              Notwithstanding any other provision of this Plan, however, no
              option may be exercised after the expiration of ten (10) years
              from the date the option is granted.

         (e)  Termination of Option By Reason of Termination of Employment.

              If an Optionee's employment with the Corporation and its
              Subsidiaries terminates, all options granted under this Plan to
              such Optionee which are not exercisable on the date of such
              termination of employment shall immediately terminate. Any
              remaining options held by such Optionee also shall terminate if
              not exercised before the expiration of the following periods, at
              such earlier time as the option may expire by its terms:

                (i)   seven (7) days following the Optionee's termination of
                      employment, if such termination was not as a result of the
                      death or disability of the Optionee or the retirement of
                      the Optionee under the provisions of any retirement plan
                      of the Corporation and/or any Subsidiary;

                (ii)  thirty (30) days following the Optionee's termination of
                      employment, if such termination was as a result of the
                      retirement of the Optionee under the provisions of any
                      retirement plan of the Corporation and/or any Subsidiary;
                      or

                (iii) one (1) year following the Optionee's termination of
                      employment, if such termination was as a result of the
                      death or disability of the Optionee.

         (f)  Transferability.

              Each option shall be transferable by the Optionee only to the
              extent specified by the Committee at the time the option is
              granted and then only to the extent permitted by applicable law
              (including, without limitation, the Code).

         (g)  More Than One (1) Option Granted To An Optionee.

              More than one (1) option, and more than one (1) form of option,
              may be granted to an Optionee under this Plan; provided, however,
              that the aggregate fair market value (determined as of the time
              the option is granted as provided in Paragraph 6(b) above) of the
              common shares with respect to which incentive stock options are
              exercisable for the first time by any Optionee during any calendar
              year under this Plan and all other plans of the Corporation, any
              Subsidiary and any parent corporation shall not exceed one hundred
              thousand dollars ($100,000), or such other maximum amount as may
              be permitted from time to time by the Code. To the extent that the
              foregoing limitation would be exceeded by all or part of an
              Incentive Option, the excess portion shall constitute a
              Non-Qualified Option and not an Incentive Option. A single option
              grant may include both an Incentive Option and a Non-Qualified
              Option.



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         (h)  Compliance With Securities Laws.

              Options granted and shares issued by the Corporation upon exercise
              of options shall be granted and issued only in full compliance
              with all applicable securities laws, including laws, rules and
              regulations of the Securities and Exchange Commission and
              applicable state Blue Sky laws. With respect thereto, the
              Committee may impose such conditions on transfers, restrictions
              and limitations as it may deem necessary and appropriate to assure
              compliance with such applicable securities laws.

7.       Method of Exercise.

         An option granted under this Plan that is eligible to be exercised may
         be exercised by written notice given to the Committee, signed by the
         Optionee or by such other person as is entitled to exercise such
         option. The notice of exercise shall state the number of common shares
         in respect of which the option is being exercised and shall either be
         accompanied by payment of the full option price for such common shares
         or shall fix a date (not more than ten (10) business days from the date
         of such notice) for the payment of the full purchase price of the
         common shares being purchased. All or any portion of the option price
         may be paid by the transfer of common shares of the Corporation from
         the Optionee to the Corporation, to the extent permitted by law. Such
         shares shall be valued for this purpose at their fair market value on
         the date they are transferred to the Corporation as payment, determined
         in the same manner as is provided in Paragraph 6(b). A certificate or
         certificates for the common shares purchased through the exercise of an
         option shall be issued in regular course after the exercise of the
         option and payment therefor. No Optionee shall have any of the rights
         or privileges of a shareholder with respect to any common shares
         issuable upon exercise of an option until the option is duly exercised
         and certificates representing such shares have been issued.

8.       Share Adjustments.

         In the event there is any change in the Corporation's common shares
         resulting from stock splits, stock dividends, combinations,
         recapitalizations or exchanges of shares or other similar capital
         adjustments, the Committee shall make equitable proportionate
         adjustments in:

         (a)   the number of common shares remaining available for option under
               this Plan,

         (b)   the number of common shares subject to options granted under this
               Plan, and

         (c)   the option price of outstanding options granted under this Plan.

9.       Merger, Consolidation, or Sale of Assets.

         Unless otherwise determined by the Committee at the time an option is
         granted, upon the occurrence of a Change of Control (as hereinafter
         defined), each outstanding option granted under the Plan shall become
         exercisable in full notwithstanding any vesting schedule or other
         similar limitation on the right of the Optionee to exercise such
         option. For purposes of this Plan, "Change of Control" means a change
         of control of a nature that would be required to be reported in
         response to Item 6(e) of Schedule 14 of Regulation 14A adopted under
         the Exchange Act or any similar successor disclosure provisions.
         Without limiting the foregoing, a "Change of Control" shall be deemed
         to have occurred if:


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                (i)   any "person," as such term is used in Section 13(d) and
                      14(d)(2) of the Exchange Act (excluding, for this purpose,
                      the Corporation or any Subsidiary or any employee benefit
                      plan of the Corporation or any Subsidiary), including any
                      "group" of persons, becomes the beneficial owner (as
                      determined in accordance with Rule 13d-3 adopted under the
                      Exchange Act), directly or indirectly, of securities of
                      the Corporation which, together with any other securities
                      of the Corporation theretofore directly or indirectly
                      beneficially owned by such person, represent twenty
                      percent (20%) or more of the combined voting power of the
                      Corporation's then outstanding securities;

                (ii)  at any election or series of elections, persons not
                      proposed for nomination or nominated by the Board of
                      Directors of the Corporation are elected as directors of
                      the Corporation and together constitute twenty percent
                      (20%) or more of the number of directors of the
                      Corporation; or

                (iii) any person or group solicits and receives valid proxies
                      for the election of directors in opposition to the
                      nominees of the Board of Directors of the Corporation
                      representing an aggregate of twenty percent (20%) or more
                      of the combined voting power of the Corporation's then
                      outstanding securities.

10.      Authority of the Committee with Respect to Outstanding Options.

         (a)   Subject to the limitations set forth in Paragraph 6 with respect
               to the maximum term of any option, the Committee may waive or
               modify at any time, either before or after the granting of an
               option, any condition, limitation or restriction with respect to
               the exercise of such option imposed by or pursuant to this Plan
               in such circumstances as the Committee may, in its discretion,
               deem appropriate; provided, however, that any such waiver or
               modification with respect to an outstanding option shall be
               subject to the same limitations applicable to amendments to
               outstanding options, as set forth in Paragraph 10(c) below.

         (b)   The Committee, in its sole discretion, may authorize the payment
               to an Optionee at any time, but only with the consent of the
               Optionee, in exchange for the cancellation of all or a part of an
               option, of cash in an amount not to exceed the difference between
               the aggregate fair market value on the effective date of such
               cancellation of the common shares with respect to which the
               option is being cancelled (determined in the same manner as
               provided in Paragraph 6(b) above) and the aggregate option price
               of such shares.

         (c)   Subject to the other terms and provisions of this Plan, the
               Committee may amend any outstanding option; provided, however,
               that

                (i)   no such amendment may reduce the option price of the
                      option (except to set forth an adjustment in the option
                      price made pursuant to Paragraph 8 above) or extend the
                      maximum term during which the option, if fully vested, may
                      be exercised, and

                (ii)  if the amendment would adversely affect the rights of the
                      Optionee, the consent of the Optionee to such amendment
                      must be obtained.

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11.      Amendment and Termination

         (a)   The Board of Directors of the Company from time to time may amend
               this Plan in such respects as it may deem advisable; provided,
               however, that any such amendment must be approved by the holders
               of the outstanding common shares of the Corporation by such vote
               (if any) as then may be required by, and otherwise in compliance
               with, applicable federal and state law (including Rule 16b-3 or
               any successor provision adopted under the Exchange Act) and the
               requirements of any stock exchange or other trading system upon
               which the common shares of the Corporation then may be listed.

         (b)   The Board of Directors may terminate this Plan at anytime.

         (c)   No amendment to this Plan nor the termination of this Plan shall
               adversely affect any option outstanding at the time of such
               amendment or termination without the consent of the Optionee
               holding such option, and all such outstanding options shall
               remain in full force and effect as if the Plan had not been
               adversely amended or terminated.

12.      Corporation's Responsibility.

         All expenses of this Plan, including the cost of maintaining records,
         shall be borne by the Corporation. The Corporation shall have no
         responsibility or liability for any act or thing done or left undone
         with respect to the price, time, quantity, or other conditions and
         circumstances of the purchase of common shares under the terms of this
         Plan, so long as the Corporation acts in good faith.

13.      Implied Consent of Optionees.

         Every Optionee, by his acceptance of an option under this Plan, shall
         be deemed to have consented to be bound, on his own behalf and on
         behalf of his heirs, assigns, and legal representatives, by all of the
         terms and conditions of this Plan.

14.      No Effect on Employment Status.

         The fact that an employee has been granted an option under this Plan
         shall not limit or otherwise qualify the right of his employer to
         terminate his employment at any time.

15.      Saving Provision.

         With respect to persons subject to Section 16 of the Exchange Act,
         transactions under this Plan are intended to comply with all applicable
         conditions of Rule 16b-3 or any successor rule adopted under the
         Exchange Act. To the extent any provision of this Plan or any action by
         the Board of Directors of the Corporation or the Committee fails to so
         comply, it shall be deemed null and void, to the extent permitted by
         law and deemed advisable by the Board of Directors of the Corporation
         or the Committee.

16.      Shareholder Approval and Term of Plan.

         (a)   The Plan shall become effective upon approval by the affirmative
               vote of the holders of a majority of the common shares entitled
               to vote thereon held by shareholders present in person or by
               proxy at a meeting of the shareholders at which a quorum is
               present.

         (b)   No options shall be granted under this Plan after April 18, 2005
               or after such earlier date as this Plan may be terminated in
               accordance with Paragraph 11.