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                                                                Exhibit 10(c)


                Security Banc Corporation 1998 Stock Option Plan


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                            SECURITY BANC CORPORATION

                             1998 STOCK OPTION PLAN

                  1. Name and Purpose. This Plan shall be known as the Security
Banc Corporation 1998 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. 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. Officers and other employees of the
Corporation or any Subsidiary who are designated by the Committee as eligible to
participate in the Plan ("Eligible Employees") shall be eligible to participate
in the Plan and receive options granted under 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 60,000; 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.

                  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.


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                  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 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) 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 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 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 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. Notwithstanding any other
provision of this Plan, however, no option may be exercised after the expiration
of ten 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, or at
such earlier time as the option may expire by its terms:

                                    (i) seven 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;


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                                    (ii) 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 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 option granted to an Optionee. More
than one option, and more than one 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 $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.

                           (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 transfer, 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 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


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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: (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 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 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 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) 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.

                  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


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(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
any time.

                           (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 outstanding common
shares of the Corporation. By adopting the Plan by such vote, the holders of the
Corporation's common shares waive preemptive rights with respect to the Shares
issuable upon exercise of options granted under the Plan, in accordance with
Section 1701.15(A)(8) of the Ohio Revised Code.

                           (b) No options shall be granted under this Plan after
April 21, 2008 or after such earlier date as this Plan may be terminated in
accordance with Paragraph 11.