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                                 EXHIBIT 10(h)
 

     RESOLUTION REGARDING AMENDMENT TO 1990 NON-QUALIFIED STOCK OPTION AND
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                 STOCK APPRECIATION RIGHTS PLAN ON MAY 14, 1996
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                  WHEREAS, the Corporation adopted the First-Knox Banc Corp.
1990 Non-Qualified Stock Option and Stock Appreciation Rights Plan ("1990 Option
Plan") which was approved by both the Directors and the shareholders of the
Corporation; and

                  WHEREAS, the Corporation adopted, in 1995, the First-Knox Banc
Corp. Stock Option and Stock Appreciation Rights Plan ("1995 Option Plan"),
which was approved by the shareholders of the Corporation at the 1995 Annual
Meeting of Shareholders; and

WHEREAS, the Directors believe it is appropriate to make the definition of
"change in control" consistent between the 1990 Option Plan and the 1995 Option
Plan and the definition of change in control as defined in the 1995 Option Plan
has been most recently approved by the shareholders of the Corporation, NOW,
THEREFORE, BE IT

                  RESOLVED, that the 1990 Option Plan is hereby amended by the
elimination of the definition of the term "Change in Control" set forth in
section 12(b) of the 1990 Option Plan and by the substitution therefor of the
following definition of "Change in Control":

                  "Change in Control" shall mean a change in control of the
                  Company of a nature that would be required to be reported in
                  response to Item 6(e) of Schedule 14A promulgated under the
                  Exchange Act as in effect on the effective date of the
                  First-Knox Banc Corp. Stock Option and Stock Appreciation
                  Rights Plan (approved by the shareholders of the Corporation
                  on March 28, 1995), or, if Item 6(e) is no longer in effect,
                  any regulations issued by the Securities and Exchange
                  Commission pursuant to the Exchange Act which serve similar
                  purposes; provided that, without limitation, such a Change in
                  Control shall be deemed to have occurred upon the happening of
                  any one of the following events:

                           (i) the shareholders of the Company approve a
                  definitive agreement (A) to merge or consolidate the Company
                  with or into another corporation, pursuant to which the
                  Company is not the continuing or surviving corporation or
                  pursuant to which any Common Shares would be converted into
                  cash, securities or other property of another corporation or
                  entity, other than a merger of the Company in which holders of
                  Common Shares immediately prior to the merger have the same
                  proportionate ownership of common stock of the surviving
                  corporation immediately after the merger as immediately
                  before, or (B) to sell or otherwise dispose of substantially
                  all of the assets of the Company or

                           (ii) any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Exchange Act), other than any person
                  who on the date hereof is a director, officer or employee
                  benefit plan of the Company or a Subsidiary, is or becomes a
                  beneficial owner, directly or indirectly, of securities of the
                  Company representing 25% or more of the combined voting power
                  of the Company's then outstanding securities or

                           (iii) there shall have occurred a change in a
                  majority of the Board within a twelve month period, unless the
                  nomination for election by the Company's shareholders of each
                  new director was approved by the vote of at least two-thirds
                  of the directors then still in office who were in office at
                  the beginning of the twelve month period or

                            (iv) any person makes a tender offer for, or at
                  request for invitations for the tender of, Common Shares.

                  FURTHER RESOLVED, that each agreement evidencing options and
stock appreciation rights granted under the 1990 Option Plan shall be amended to
reflect the foregoing change.

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