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                                                                    EXHIBIT 4(b)


                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT

         This First Amendment to the Credit Agreement (the "Amendment") is
entered as of this 5th day of November, 1993, 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, Borrower and Bank desire to amend the Agreement and the
Revolving Note to increase the principal amount thereof 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 REVOLVING CREDIT LOANS. (a) Subject to the terms and
               conditions hereof, Bank hereby increases and extends to Borrower
               a line of credit facility (the "Facility") under which Bank will
               make loans (the "Revolving Loans") to $10,000,000. Bank may
               create and maintain reserves from time to time based on such
               credit considerations as Bank may deem appropriate. Borrower may
               borrow, prepay (without penalty or charge), and reborrow under
               the Facility, provided that the principal amount of all Revolving
               Loans outstanding at any onetime under the Facility will not
               exceed $10,000,000. If the amount of Revolving Loans outstanding
               at any time under the Facility exceeds such amount, Borrower will
               immediately pay the amount of such excess to Bank in cash.

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

               2.1(b) On the date of execution of the First 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
               Revolving Note (the "Revolving Note") and will be delivered to
               Bank in substitution for the Revolving Note originally executed
               by Borrower on January 25, 1993, in the principal amount of
               $6,000,000.

         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 term is defined in Section 6 of the
               Agreement) or event or condition which, with the lapse of time or
               giving of 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.

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         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.

          (b)  The Bank shall have been furnished copies, certified by the
               Secretary or assistant Secretary of Borrower, of resolutions of
               the Board of Directors of 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 inure 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 obligors 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
                                           -------------------------------------