Exhibit 10.5


                                [AMBANC CORP. Letterhead]




November 8, 1988


Mr. Raymond E. Mott
Executive Vice President
Ambanc Corp.
302 Main Street
Vincennes, IN  47591

RE:    Notice of Grant of Nonqualified Stock Options and
       Acknowledgement and Agreement

Dear Mr. Mott:

At the direction of the Stock Option Committee of the Board of
Directors of Ambanc Corp. (the "Company"), the Company hereby
grants to you as of the date of this letter an option to purchase
3,000 shares of the Company's Common Stock, at a price of $40 per
share (the "Option"), exercisable as provided in The 1988 Ambanc
Corp. Nonqualified Stock Option Plan (the "Plan") from November 8,
1988, to November 8, 1998.  The Option is in all respects limited
and conditioned as provided in the Plan.  The Company has delivered
to you a copy of the Plan and other materials in connection
therewith.

Upon your execution of the Acknowledgement and Agreement below and
delivery of an executed copy of this letter to the Company, this
letter shall constitute a binding stock option agreement between
us.

Very truly yours,

AMBANC CORP.


By: /s/ Howard R. Wright                               
       Chairman of the Stock Option Committee

ATTEST:


 /s/ Richard H. Schaffer                               
Secretary of the Stock Option Committee


812-882-3050
Mr. Raymond Mott
November 8, 1988
Page Two


I hereby acknowledge receipt of this letter granting to me the
above Option as well as receipt of a copy of the Plan.

I hereby represent that any shares I receive on exercise of this
Option are being acquired for investment purposes and not with a
view to resale or distribution.  I also understand that the
certificates for any such shares will bear a restrictive legend
substantially as follows:

       The securities represented by this instrument have not been
       registered under the Securities Act of 1933, as amended, or
       the  securities laws of any state.  Without such registration,
       such securities may not be sold, pledged, hypothecated or
       otherwise transferred, except upon delivery to the issuer of
       an opinion of counsel of other evidence satisfactory to the
       issuer that any such transfer is not in violation of the
       Securities Act of 1933, as amended, applicable state
       securities laws, or any rule or regulation promulgated
       thereunder.




 /s/ Raymond E. Mott                                   
Signature


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