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                                                                    EXHIBIT 4(c)



                               SECOND AMENDMENT TO
                                CREDIT AGREEMENT


         This Second Amendment to the Credit Agreement (the "Amendment") is
entered as of this 19th day of October, 1994, by and between THE FIFTH THIRD
BANK OF COLUMBUS, an Ohio banking corporation (the "Bank") and BANCINSURANCE
CORPORATION, an Ohio corporation (the "Borrower").

         WHEREAS, Bank and Borrower entered into that certain Credit Agreement,
dated as of January 25, 1993 (the "Agreement");

         WHEREAS, in connection with the transactions contemplated by the
Agreement, Borrower executed a Revolving Note, dated January 25, 1993 in the
principal amount of $6,000,000 and made payable to Bank (the "Revolving Note"):

         WHEREAS, in connection with transactions contemplated by the Agreement,
Borrower executed an Amended and Restated Revolving Note, dated November 5, 1993
in the principal amount of $10,000,000 and made payable to the Bank (the
"Amended and Restated Revolving Note") in substitution for the Note, originally
dated January 25, 1993.

         WHEREAS, Borrower and Bank desire to amend the Agreement and the
Amended and Restated Revolving Note to extend the maturity thereof as permitted
under section 2. 1 (d)(ii) to May 1, 1988 subject to the conditions set forth
herein;

         NOW THEREFORE, intending to be legally bound, the parties hereto agree
as follows:

         1. AMENDMENTS

         (a)      Section 2, subsection 2.1 (a) of the Agreement is hereby
                  amended and restated in its entirety as follows:

                  2. 1(a) On the date of execution of the Second Amendment to
                  the Credit Agreement (the 'Amendment"), Borrower shall duly
                  execute and deliver to Bank an amended and restated Revolving
                  Note in the form attached as Exhibit 2.1 to the Amendment, in
                  the principal amount of $10,000,000 bearing interest as
                  specified in such Amended and Restated Revolving Note (the
                  "Revolving Note") and will be delivered to Bank in
                  substitution for the Revolving Note originally executed by
                  Borrower on November 5, 1993, in the principal amount of
                  $10,000,000.

         2.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. To
                  induce Bank to enter into this Amendment, Borrower represents
                  and warrants as follows:

         (a)      The representations and warranties of Borrower contained in
                  Section 3 of the Agreement are deemed to have been made again
                  on and as of the date of execution of this Amendment, and are
                  true and correct as of the date of execution hereof.

         (b)      No Event of Default (as such terra is defined in Section 6 of
                  the Agreement) or event or condition which, with the lapse of
                  time or giving notice or both, would constitute an Event of
                  Default exists on the date hereof.

         (c)      The person executing this Amendment and the Amended and
                  Restated Revolving Note, is a duly elected and acting officer
                  of Borrower and is duly authorized by the Board of Directors
                  of Borrower to execute and deliver this Amendment and such
                  note on behalf of Borrower.

         3.       Conditions. Bank's obligations under this Amendment are
                  subject to the following conditions:

         (a)      Borrower shall have executed and delivered to Bank the Amended
                  and Restated Revolving Note in the form attached hereto as
                  Exhibit 2. 1.

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         (b)      The Bank shall have been furnished copies, certified by the
                  Secretary or assistant Secretary of Borrower, of resolutions
                  of the Board of Directors or Borrower authorizing the
                  execution of this Amendment, the Exhibits hereto and all other
                  documents executed in connection herewith which resolutions
                  will be in the form attached hereto as Exhibit A.

         (c)      The representations and warranties of Borrower in Section 3
                  hereof shall be true and correct on the date of execution of
                  this Amendment.

         4.       GENERAL.

         (a)      Except as expressly modified hereby, the Agreement remains
                  unaltered and in full force and effect. Borrower acknowledges
                  that Bank has made no oral representations to Borrower with
                  respect to the Agreement and this Amendment thereto and that
                  all prior understandings between the parties are merged into
                  the Agreement as amended by this writing. All loans
                  outstanding on the date of execution of this Amendment shall
                  be considered for all purposes to be Loans outstanding under
                  the Agreement as amended by this Amendment.

         (b)      Capitalized terms used and not otherwise defined herein will
                  have the meanings set forth in the Agreement.

         (c)      Nothing contained herein will be construed as waiving any
                  default or Event of Default under the Agreement or will affect
                  or impair any right, power or remedy of the Bank under or with
                  respect to the Loans, the Agreement, as amended, the Revolving
                  Note, as amended and restated, or any agreement or instrument
                  guaranteeing, securing or otherwise relating to the Loans.

         (d)      This Amendment shall be considered an integral part of the
                  Agreement, and all references to the Agreement in the
                  Agreement itself or any document referring thereto shall, on
                  and after the date of execution of this Amendment, be deemed
                  to be references to the Agreement as amended by this
                  Amendment.

         (e)      This Amendment will be binding upon and insure to the benefit
                  of Borrower and Bank and their respective successors and
                  assigns.

         (f)      All representations, warranties and covenants made by Borrower
                  herein will survive the execution and delivery of this
                  Amendment.

         (g)      This Amendment will, in all respects, be governed and
                  construed in accordance with the laws of the State of Ohio.

         (h)      This Amendment may be executed in one or more counterparts,
                  each of which will be deemed an original and all of which
                  together will constitute one and the same instrument.

         (i)      Borrower authorizes any attorney of record to appear for it in
                  any court of record in the State of Ohio, after an Obligation
                  becomes due and payable whether by its terms or upon default,
                  waives the issuance and service of process, releases all
                  errors and rights of appeal, and confesses a judgment against
                  it in favor of the holder of such Obligation, for the
                  principal amount of such Obligation plus interest thereon,
                  together with court costs and attorneys' fees. Stay of
                  Execution and all exemptions are hereby waived. If an
                  Obligation is referred to an attorney for collection, and the
                  payment is obtained without the entry of a judgment, the
                  obligers will pay to the holder of such Obligation its
                  attorneys' fees.

         IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement by
their duly authorized officers as of the date first above written.


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WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE.


                                        BANCINSURANCE CORPORATION


                                        By:    /s/ Si Sokol
                                           -------------------------------------

                                        Its:   President
                                           -------------------------------------



                                        THE FIFTH THIRD BANK OF COLUMBUS


                                        By:    /s/ Tim O'dell
                                           -------------------------------------

                                        Its:   Senior Vice President
                                           -------------------------------------