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                                                                    Exhibit 10.3

                            THE FARMERS CITIZENS BANK
               AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

         THIS SALARY CONTINUATION AGREEMENT is entered into as of this   day of
       , 2001, by and between The Farmers Citizens Bank, an Ohio-chartered,
FDIC-insured bank with its main office in Bucyrus, Ohio (the "Bank"), and
G.W. Holden, President and Chief Executive Officer of the Bank (the
"Executive").

         WHEREAS, the Executive has contributed substantially to the success of
the Bank and its parent corporation, FC Banc Corp., and the Bank desires that
the Executive continue in its employ,

         WHEREAS, to encourage the Executive to remain an employee of the Bank,
the Bank is willing to provide salary continuation benefits to the Executive,
payable out of the Bank's general assets,

         WHEREAS, the Executive and the Bank are parties to a Salary
Continuation Agreement dated October 20, 1998,

         WHEREAS, the parties to this Agreement intend that this Agreement
supersede and replace in its entirety the October 20, 1998 Salary Continuation
Agreement, which shall become void and of no further force or effect on the date
that this Agreement becomes effective, and

         WHEREAS, none of the conditions or events included in the definition of
the term "golden parachute payment" that is set forth in Section18(k)(4)(A)(ii)
of the Federal Deposit Insurance Act [12 U.S.C. Section1828(k)(4)(A)(ii)] and in
Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR
359.1(f)(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated
insofar as the Bank is concerned.

         NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Whenever used in this Agreement, the following terms shall have the
meanings specified:

         1.1 "Accrual Balance" means the amount reflected in Schedule A, which
is the amount required to be accrued by the Bank as required under generally
accepted accounting principles to account for benefits that may become payable
to the Executive under this Agreement.

         1.2 "Change in Control" means any one of the following events occurs:

                  (a) Merger: FC Banc Corp. merges into or consolidates with
         another corporation, or merges another corporation into FC Banc Corp.,
         and as a result less than 65% of the combined voting power of the
         resulting corporation immediately after the merger or consolidation is
         held by persons who were stockholders of FC Banc Corp. immediately
         before the merger or consolidation,

                  (b) Acquisition of Significant Share Ownership: a report on
         Schedule 13D or another form or schedule (other than Schedule 13G) is
         filed or is required to be filed under Sections 13(d) or 14(d) of the
         Securities Exchange Act of 1934, if the schedule discloses that the
         filing person or persons acting in concert has or have become the
         beneficial owner of 15% or more of a class of FC Banc Corp.'s voting
         securities, but this clause (b) shall not apply to beneficial ownership
         of FC Banc Corp. voting shares held in a fiduciary capacity by an
         entity of which FC Banc Corp. directly or indirectly beneficially owns
         50% or more of its outstanding voting securities,
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                  (c) Change in Board Composition: during any period of two
         consecutive years, individuals who constitute FC Banc Corp.'s Board of
         Directors at the beginning of the two-year period cease for any reason
         to constitute at least a majority of FC Banc Corp.'s Board of
         Directors; provided, however, that -- for purposes of this clause (c)
         -- each director who is first elected by the board (or first nominated
         by the board for election by stockholders) by a vote of at least
         two-thirds (b) of the directors who were directors at the beginning of
         the period shall be deemed to have been a director at the beginning of
         the two-year period, or

                  (d) Sale of Assets: FC Banc Corp. sells to a third party all
         or substantially all of FC Banc Corp.'s assets.

         1.3 "Disability" means, if the Executive is covered by a Bank-sponsored
disability policy, total disability as defined in such policy without regard to
any waiting period. If the Executive is not covered by such a policy, disability
means the Executive suffers a sickness, accident or injury that, in the judgment
of a physician satisfactory to the Bank, prevents the Executive from performing
substantially all of the Executive's normal duties for the Bank. As a condition
to receiving any disability benefits, the Bank may require the Executive to
submit to such physical or mental evaluations and tests as the Bank's Board of
Directors deems appropriate.

         1.4 "Early Termination" means termination of the Executive's employment
with the Bank before Normal Retirement Age for reasons other than death,
disability, termination for cause or following a Change in Control.

         1.5 "Early Termination Date " means the month, day and year in which
Early Termination occurs.

         1.6 "Effective Date" means as of December 1, 1996.

         1.7 "Normal Retirement Age" means the Executive's 65th birthday.

         1.8 "Normal Retirement Date" means the later of the Normal Retirement
Age or the Executive's Termination of Employment with the Bank.

         1.9 "Person" means an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or other entity.

         1.10 "Plan Year" means a twelve-month period commencing on December 1,
1996, and ending on the last day of November of each year. The initial Plan Year
shall commence on the Effective Date of this Agreement.

         1.11 "Termination of Employment " with the Bank means that the
Executive shall have ceased to be employed by the Bank for any reason
whatsoever, excepting a leave of absence approved by the Bank. For purposes of
this Agreement, if there is a dispute over the employment status of the
Executive or the date of termination of the Executive's employment, the Bank
shall have the sole and absolute right to decide the dispute, unless a Change in
Control shall have occurred.

                                    ARTICLE 2
                                LIFETIME BENEFITS

         2.1 Normal Retirement Benefit. Upon the Executive's Termination of
Employment on or after the Normal Retirement Age for reasons other than death,
the Bank shall pay to the Executive the benefit described in this Section 2.1
instead of any other benefit under this Agreement.

         2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
               $100,000. The Bank's Board of Directors may, in its sole
               discretion, increase the annual benefit under this Section 2.1.1,
               but any increase shall require recalculation of Schedule A.

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         2.1.2    Payment of Benefit. Beginning with the month after the
                  Executive's Normal Retirement Date, the Bank shall pay the
                  annual benefit to the Executive in 12 equal monthly
                  installments on the last day of each month. The annual benefit
                  shall be paid to the Executive for 15 years.

         2.2 Early Termination Benefit. Upon Early Termination, the Bank shall
pay to the Executive the benefit described in this Section 2.2 instead of any
other benefit under this Agreement.

         2.2.1    Amount of Benefit. The benefit under this Section 2.2 is the
                  Early Termination Annual Benefit amount set forth in Schedule
                  A for the Plan Year ending immediately before the Early
                  Termination Date. The Bank's Board of Directors may, in its
                  sole discretion, increase the annual benefit under this
                  Section 2.2.1, but any increase shall require recalculation of
                  Schedule A.

         2.2.2    Payment of Benefit. Beginning with the month after the Normal
                  Retirement Age, the Bank shall pay the annual benefit to the
                  Executive in 12 equal monthly installments on the last day of
                  each month. The annual benefit shall be paid to the Executive
                  for 15 years.

         2.3 Disability Benefit. If the Executive terminates employment because
of Disability before the Normal Retirement Age, the Bank shall pay to the
Executive the benefit described in this Section 2.3 instead of any other benefit
under this Agreement.

         2.3.1    Amount of Benefit. The benefit under this Section 2.3 is the
                  Disability Annual Benefit amount set forth in Schedule A for
                  the Plan Year ending immediately before the date on which
                  termination of the Executive's employment occurs. The Bank's
                  Board of Directors may, in its sole discretion, increase the
                  annual benefit under this Section 2.3.1, but any increase
                  shall require recalculation of Schedule A.

         2.3.2    Payment of Benefit. Beginning with the month following
                  Termination of Employment, the Bank shall pay the Disability
                  Annual Benefit amount to the Executive in 12 equal monthly
                  installments on the last day of each month. The annual benefit
                  shall be paid to the Executive for 15 years.

         2.4 Change-in-Control Benefit. If the Executive's employment with the
Bank terminates within one year after a Change in Control, the Bank shall pay to
the Executive the benefit described in this Section 2.4 instead of any other
benefit under this Agreement. However, no benefits shall be payable under this
Agreement if the Executive's employment is terminated under Article 5 of this
Agreement.

         2.4.1    Amount of Benefit: The benefit under this Section 2.4 is the
                  Change-in-Control Benefit set forth in Schedule A for the Plan
                  Year ending immediately before the date on which Termination
                  of Employment occurs, determined by vesting the Executive in
                  the Normal Retirement Age Accrual Balance ($_________),
                  without reduction for the time value of money or other
                  discount. The Bank's Board of Directors may, in its sole
                  discretion, increase the benefit under this Section 2.4.1, but
                  any increase shall require recalculation of Schedule A.

         2.4.2    Payment of Benefit: The Bank shall pay the Change-in-Control
                  benefit under Section 2.4 of this Agreement to the Executive
                  in one lump sum within three days after the Executive's
                  Termination of Employment.

         2.5 Petition for Payment of Vested Normal Retirement Benefit, Vested
Early Termination Benefit or Vested Disability Benefit. To the extent the
Executive is entitled to the normal retirement benefit provided by Section 2.1,
the Early Termination benefit provided by Section 2.2, or the Disability benefit
provided by Section 2.3, the Executive may petition the Board of Directors to
have the Accrual Balance amount corresponding to that particular benefit paid to
the Executive in a single lump sum after (i) deduction of any normal retirement
benefits, Early Termination benefits or Disability benefits already paid and
(ii) addition of interest at the rate of 8.0% on the Accrual Balance not yet
paid for the period from Termination of Employment to payment of the lump sum
amount.

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The Board of Directors shall have sole and absolute discretion about whether to
pay the remaining Accrual Balance in a lump sum. If payment of the remaining
Accrual Balance is paid in a single lump sum, the Bank shall have no further
obligations under this Agreement.

         2.6 Change-in-Control Payout of Vested Normal Retirement Benefit,
Vested Early Termination Benefit or Vested Disability Benefit Being Paid to the
Executive at the Time of a Change in Control. If a Change in Control occurs at
any time during the entire 15-year salary continuation benefit payment period
and if at the time of that Change in Control the Executive is receiving the
benefit provided by Section 2.1.2, Section 2.2.2 or Section 2.3.2, the Bank
shall pay the remaining salary continuation benefits to the Executive, his
beneficiaries, or estate in a lump sum within three days after the Change in
Control. The lump-sum payment due to the Executive, his beneficiaries or estate
as a result of a Change in Control shall be an amount equal to the Accrual
Balance amount corresponding to that particular benefit then being paid to the
Executive, his estate or beneficiaries pursuant to Section 2.1.2, Section 2.2.2
or Section 2.3.2 after (i) deduction of any normal retirement benefits, Early
Termination benefits or Disability benefits already paid and (ii) addition of
interest at the rate of 8.0% on the Accrual Balance not yet paid for the period
from Termination of Employment to payment of the lump sum amount.

         2.7 Contradiction in Terms of Agreement and Schedule A. If there is a
contradiction in the terms of this Agreement and the Schedule A attached hereto
with the actual amount of a particular amount due the Executive pursuant to
Section 2.2, 2.3, or 2.4 hereof, then the actual amount of said benefit set
forth in the Agreement shall control.

                                    ARTICLE 3
                                 DEATH BENEFITS

         3.1 Death During Active Service. If the Executive dies in active
service to the Bank before Normal Retirement Age, instead of any benefit payable
under this Agreement the Bank shall pay to the Executive's beneficiary(ies) the
benefit described in the Split Dollar Agreement and Endorsement attached to this
Agreement as Addendum A.

         3.2 Death During Benefit Period. If the Executive dies after benefit
payments under Article 2 of this Agreement have commenced but before receiving
all such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary pursuant to the benefit described in the Split Dollar Agreement and
Endorsement, attached as Addendum A, between the Bank and the Executive in lieu
of any other benefit payable hereunder.

         3.3 Death After Termination of Employment But Before Benefit Payments
Commence. If the Executive is entitled to benefit payments under Article 2 but
dies before payments commence, the Bank shall pay to the Executive's beneficiary
the benefit described in the Split Dollar Agreement and Endorsement, attached as
Addendum A, between the Bank and the Executive in lieu of any other benefit
payable hereunder.

                                    ARTICLE 4
                                  BENEFICIARIES

         4.1 Beneficiary Designations. The Executive shall designate a
beneficiary or beneficiaries by filing a written designation with the Bank. The
Executive may revoke or modify the designation at any time by filing a new
designation. However, designations will be effective only if signed by the
Executive and accepted by the Bank during the Executive's lifetime. The
Executive's beneficiary designation shall be deemed automatically revoked if the
beneficiary predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved. If the Executive dies
without a valid beneficiary designation, all payments shall be made to the
Executive's estate.

         4.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person.

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The Bank may require such proof of incapacity, minority or guardianship as the
Bank deems appropriate before distribution of the benefit. Distribution shall
completely discharge the Bank from all liability for such benefit.

                                    ARTICLE 5
                               GENERAL LIMITATIONS

         5.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement if the Bank terminates the Executive's employment for:

         (a)      Gross negligence or gross neglect of duties,

         (b)      Commission of a felony or of a gross misdemeanor involving
                  moral turpitude, or

         (c)      Fraud, disloyalty, dishonesty, or willful violation of any law
                  or significant Bank policy committed in connection with the
                  Executive's employment and, in the Bank's sole judgment,
                  resulting in an adverse effect on the Bank.

         5.2 Misstatement. The Bank shall not pay any benefit under this
Agreement if the Executive has made or makes any material misstatement of fact
on any application for life insurance purchased by the Bank.

         5.3 Removal. If the Executive is removed from office or permanently
prohibited from participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12
U.S.C. Section1818(e)(4) or (g)(1), all obligations of the Bank under this
Agreement shall terminate as of the effective date of the order.

         5.4 Insolvency. If the Superintendent of the Ohio Division of Financial
Institutions appoints the Federal Deposit Insurance Corporation as receiver for
the Bank under Ohio Revised Code Section1125.20, all obligations under this
Agreement shall terminate as of the date of the Bank's declared insolvency.

                                    ARTICLE 6
                          CLAIMS AND REVIEW PROCEDURES

         6.1 Claims Procedure. The Bank shall notify in writing any person or
entity making a claim under this Agreement (a "Claimant") of his or her
eligibility or ineligibility for benefits under this Agreement. The Bank shall
provide the written notice within 90 days after the Claimant's written
application for benefits. If the Bank determines that the Claimant is not
eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for the denial, (2) a specific reference to the provision(s) of
this Agreement on which denial is based, (3) a description of any additional
information or material necessary for the Claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information concerning the steps
to be taken if the Claimant wishes to have the claim reviewed. If the Bank
determines that there are special circumstances requiring additional time to
make a decision, the Bank shall notify the Claimant of the special circumstances
and the date by which a decision is expected to be made, extending the time for
up to an additional 90 days.

         6.2 Review Procedure. If the Bank determines that the Claimant is not
eligible for benefits or full benefits, or if the Claimant believes that he or
she is entitled to greater or different benefits, the Claimant shall have the
opportunity to have his or her claim reviewed by the Bank by filing a petition
for review with the Bank within 60 days after receipt of the written notice
issued by the Bank. The Claimant's petition shall state the specific reasons the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within 60 days after the Bank's receipt of the petition, the Bank
shall give the Claimant (and counsel, if any) an opportunity to present his or
her position to the Bank verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Bank shall notify
the Claimant of the Bank's decision in writing within the 60-day period, stating
specifically the basis of its decision and identifying the specific provisions
of the Agreement on which the Bank's decision is based. If, because of the need
for a hearing, the 60-day period is not sufficient, the decision may be deferred
for up to another 60 days at the election of the Bank, but notice of this
deferral must be given to the Claimant.

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                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

         This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Executive.

                                   ARTICLE 8
                                 MISCELLANEOUS

         8.1 Binding Effect. This Agreement shall bind the Executive and the
Bank, and their beneficiaries, survivors, executors, successors, administrators
and transferees.

         8.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to discharge
the Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

         8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached, or encumbered in any manner.

         8.4 Successors; Binding Agreement. By an assumption agreement in form
and substance satisfactory to the Executive, the Bank will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Bank would be required to perform this Agreement if no such
succession had occurred. The Bank's failure to obtain such an assumption
agreement before the succession becomes effective shall be considered a breach
of this Agreement and shall entitle the Executive to the Change-in-Control
benefit provided in Section 2.4.

         8.5 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         8.6 Applicable Law. Except to the extent preempted by the laws of the
United States of America, the validity, interpretation, construction, and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio, without giving effect to the principles of
conflict of laws of such state.

         8.7 Unfunded Arrangement. The Executive and his beneficiary(ies) are
general unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Bank to which the Executive and beneficiary have no preferred or
secured claim.

         8.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein. Without limiting the generality of the foregoing,
this Agreement supersedes and replaces in its entirety the October 20, 1998
Salary Continuation Agreement between the Executive and the Bank. The October
20, 1998 Salary Continuation Agreement shall be void and of no further force or
effect on the date that this Agreement becomes effective.

         8.9 Administration. The Bank shall have the powers that are necessary
to administer this Agreement, including but not limited to the power to:

         (a)      interpret the provisions of the Agreement,

         (b)      establish and revise the method of accounting for the
                  Agreement,

         (c)      maintain a record of benefit payments, and

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         (d)      establish rules and prescribe forms necessary or desirable to
                  administer the Agreement.

         8.10 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan,
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

         8.11 Severability. If for any reason any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall, to the full
extent consistent with the law, continue in full force and effect. If any
provision of this Agreement shall be held invalid in part, such invalidity shall
in no way affect the remainder of such provision, not held so invalid, and the
remainder of such provision, together with all other provisions of this
Agreement shall, to the full extent consistent with the law, continue in full
force and effect.

         8.12 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.

         8.13 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.

                  (a)      If to the Bank, to:
                           Board of Directors
                           The Farmers Citizens Bank
                           123 North Sandusky Avenue
                           P.O. Box 567
                           Bucyrus, Ohio  44820

                  (b)      If to the Executive, to:

                  and to such other or additional person or persons as either
                  party shall have designated to the other party in writing by
                  like notice.

         8.14 Payment of Legal Fees. The Bank is aware that upon the occurrence
of a Change in Control, then current management of the Bank could cause or
attempt to cause the Bank to refuse to comply with its obligations under this
Agreement, or could institute or cause or attempt to cause the Bank to institute
litigation seeking to have this Agreement declared unenforceable, or could take
or attempt to take other action to deny Executive the benefits intended under
this Agreement. In these circumstances, the purpose of this Agreement would be
frustrated. It is the intention of the Bank that the Executive not be required
to incur the expenses associated with the enforcement of his rights under this
Agreement, whether by litigation or other legal action, because the cost and
expense thereof would substantially detract from the benefits intended to be
granted to the Executive hereunder, and it is the intention of the Bank that the
Executive not be forced to negotiate settlement of his rights under this
Agreement under threat of incurring such expenses. Accordingly, if after a
Change in Control occurs it should appear to the Executive that (a) the Bank has
failed to comply with any of its obligations under this Agreement, or (b) the
Bank or any other person has taken any action to declare this Agreement void or
unenforceable, or instituted any litigation or other legal action designed to
deny, diminish or to recover from the Executive the benefits intended to be
provided to the Executive hereunder, the Bank irrevocably authorizes the
Executive from time to time to retain counsel of his choice at the expense of
the Bank as provided in this Section 8.14, to represent the Executive in
connection with the initiation or defense of any litigation or other legal
action, whether by or against the Bank or any director, officer, stockholder or
other person affiliated with the Bank, in any jurisdiction. Notwithstanding any
existing or previous attorney-client relationship between the Bank or FC Banc
Corp. and any counsel chosen by the Executive under this Section 8.14, the Bank
irrevocably consents to the Executive's entering into an attorney-client
relationship with that counsel, and

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the Bank and the Executive agree that a confidential relationship shall exist
between the Executive and that counsel. The fees and expenses of counsel
selected from time to time by the Executive as provided in this section shall be
paid or reimbursed to the Executive by the Bank on a regular, periodic basis
upon presentation by the Executive of a statement or statements prepared by such
counsel in accordance with such counsel's customary practices, up to a maximum
aggregate amount of $500,000. The Bank's obligation to pay the Executive's legal
fees provided by this Section 8.14 operates separately from, and in addition to,
any legal fee reimbursement obligation the Bank or the Bank's parent FC Banc
Corp. may have with the Executive by virtue of any separate employment,
severance, or other agreement between the Executive and the Bank or FC Banc
Corp.

         8.15 Internal Revenue Code Section 280G Gross Up. (a) If as a result of
a Change in Control the Executive becomes entitled to acceleration of benefits
under this Salary Continuation Agreement or under any other plan or agreement of
or with the Bank or FC Banc Corp. (together, the "Total Benefits"), and if any
of the Total Benefits will be subject to the Excise Tax as set forth in Sections
280G and 4999 of the Internal Revenue Code of 1986 (the "Excise Tax"), the Bank
shall pay to the Executive the following additional amounts, consisting of (1) a
payment equal to the Excise Tax payable by the Executive on the Total Benefits
under Section 4999 of the Internal Revenue Code (the "Excise Tax Payment"), and
(2) a payment equal to the amount necessary to provide the Excise Tax Payment
net of all income, payroll and excise taxes. Together, the additional amounts
described in clauses (1) and (2) are referred to in this Agreement as the
"Gross-Up Payment Amount." Payment of the Gross-Up Payment Amount shall be made
in addition to the amount set forth in Section 2.4 hereof.

         (b) For purposes of determining whether any of the Total Benefits will
be subject to the Excise Tax and the amount of such Excise Tax,

                  (1) any other payments or benefits received or to be received
         by the Executive (whether under the terms of this Agreement or any
         other agreement, or other plan or arrangement with the Bank or FC Banc
         Corp., any person whose actions result in a Change in Control or any
         person affiliated with FC Banc Corp. or such person) in connection with
         a Change in Control or the Executive's termination of employment shall
         be treated as "parachute payments" within the meaning of Section
         280G(b)(2) of the Internal Revenue Code, and all "excess parachute
         payments," within the meaning of Section 280G(b)(1), shall be treated
         as subject to the Excise Tax, unless in the opinion of the certified
         public accounting firm that is retained by the FC Banc Corp. as of the
         date immediately before the Change in Control (the "Accounting Firm"),
         such other payments or benefits (in whole or in part) represent
         reasonable compensation for services actually rendered, within the
         meaning of Section 280G(b)(4) of the Internal Revenue Code, or are
         otherwise not subject to the Excise Tax,

                  (2) the amount of the Total Benefits which shall be treated as
         subject to the Excise Tax shall be equal to the lesser of (A) the total
         amount of the Total Benefits reduced by the amount of such Total
         Benefits that in the opinion of the Accounting Firm are not parachute
         payments, or (B) the amount of excess parachute payments within the
         meaning of Section 280G(b)(1) (after applying clause (1) above), and

                  (3) the value of any noncash benefits or any deferred payment
         or benefit shall be determined by FC Banc Corp.'s Accounting Firm in
         accordance with the principles of Sections 280G(d)(3) and (4) of the
         Internal Revenue Code.

         (c) For purposes of determining the Gross-Up Payment Amount, the
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross- Up
Payment Amount is to be made, and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive's residence
on the date of termination of employment, net of the reduction in federal income
taxes that could be obtained from deduction of state and local taxes (calculated
by assuming that any reduction under Section 68 of the Internal Revenue Code in
the amount of itemized deductions allowable to the Executive applies first to
reduce the amount of state and local income taxes that would otherwise be
deductible by the Executive, and applicable federal FICA and Medicare
withholding taxes).



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         (d) If the Excise Tax is later determined to be less than the amount
taken into account hereunder at the time of termination of the Executive's
employment, the Executive shall, when the amount of such reduction in Excise Tax
is finally determined, repay to the Bank the portion of the Gross-Up Payment
Amount attributable to the reduction (plus that portion of the Gross-Up Payment
Amount attributable to the Excise Tax, federal, state and local income taxes and
FICA and Medicare withholding taxes imposed on the Gross-Up Payment Amount being
repaid by the Executive to the extent that such repayment results in a reduction
in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or
local income tax deduction). If the Excise Tax is later determined to be more
than the amount taken in account hereunder at the time of termination of the
Executive's employment (including any payment the existence or amount of which
cannot be determined at the time the Gross-Up Payment Amount is paid), the Bank
shall make an additional Gross-Up Payment Amount to the Executive of the excess
(plus any interest, penalties or additions payable by the Executive on the
excess) when the amount of the excess is finally determined.

         8.16 Accounting Firm Gross-Up Determination. (a) Subject to the
provisions of Section 8.15, all determinations required to be made under this
Section 8.16, including whether and when a Gross-Up Payment Amount is required,
the Gross-Up Payment Amount and the assumptions used to arrive at such
determination shall be made by the Accounting Firm, which shall provide detailed
supporting calculations both to the Bank and the Executive within 15 business
days after receipt of notice from the Bank or the Executive that there has been
a Gross- Up Payment Amount, or such earlier time as is requested by the Bank
(the "Determination").

         (b) If the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Executive may
appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder).

         (c) All fees and expenses of the Accounting Firm shall be borne solely
by FC Banc Corp. or the Bank and FC Banc Corp. or the Bank shall enter into any
agreement requested by the Accounting Firm in connection with the performance of
its services hereunder.

         (d) If the Accounting Firm determines that no Excise Tax is payable by
the Executive, it shall furnish the Executive with a written opinion to such
effect, and to the effect that failure to report Excise Tax, if any, on the
Executive's applicable federal income tax return will not result in the
imposition of a negligence or similar penalty.

         (e) Determinations by the Accounting Firm shall be binding upon the
Bank and the Executive.

         (f) As a result of the uncertainty in determining whether any of the
Total Benefits will be subject to the Excise Tax at the time of the
Determination, it is possible that a Gross-Up Payment Amount will not have been
made by the Bank that should have been made (an "Underpayment"), or that a
Gross-Up Payment Amount will have been made that should not have been made (an
"Overpayment"). If the Executive is required to make payment of any additional
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred, and the Underpayment (together with interest at the rate
provided in Section 1274(d)(2)(B) of the Internal Revenue Code) shall be
promptly paid by the Bank to or for the benefit of the Executive. If the
Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive
for his Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has been made, and the Overpayment (together with interest at
the rate provided in Section 1274(d)(2)(B) of the Internal Revenue Code) shall
be promptly paid by the Executive to or for the benefit of the Bank. If his
expenses are reimbursed by the Bank, the Executive shall cooperate with any
reasonable requests by the Bank in any contests or disputes with the Internal
Revenue Service concerning the Excise Tax.

                                        9
<PAGE>
         IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer
have signed this Agreement as of the day and year first written above.

THE EXECUTIVE:                                      THE BANK:
                                                    THE FARMERS CITIZENS BANK
--------------------
G.W. Holden
                                                    By:
                                                       -----------------------

                                                    Its:

         FC Banc Corp., by its undersigned officer hereunto duly authorized,
hereby (1) agrees to and adopts such of the terms, conditions and obligations of
this Salary Continuation Agreement between Farmers Citizens Bank and G.W. Holden
as apply by their terms to FC Banc Corp., specifically the obligations stated in
Section 8.15 and Section 8.16 concerning Gross-Up Payments, and (2)
notwithstanding any existing or previous attorney-client relationship between FC
Banc Corp., and any counsel chosen by the Executive under Section 8.14,
irrevocably consents to the Executive's entering into an attorney-client
relationship with that counsel, and FC Banc Corp., agrees that a confidential
relationship shall exist between the Executive and that counsel.


                                                    FC Banc Corp.

                                                    By:
                                                       -----------------------

                                                    Its:

                                       10
<PAGE>
                                           BENEFICIARY DESIGNATION

                                          THE FARMERS CITIZENS BANK
                                       SALARY CONTINUATION AGREEMENT

                                                   G.W. HOLDEN

         I designate the following as beneficiary of any death benefits under
this Salary Continuation Agreement:

Primary:
           ----------------------------------------------------------

Contingent:
           ----------------------------------------------------------

NOTE:    TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE
         TRUSTEE(S) AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.

         I understand that I may change these beneficiary designations by filing
a new written designation with the Bank. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me, or
if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.

Signature:
            ---------------------------
              G.W. Holden

Date:
            ---------------------------

Accepted by the Bank this             day of                       , 2001.

By:
     ---------------------------------
Title:
     ---------------------------------

                                       11
<PAGE>
                                   SCHEDULE A
                            THE FARMERS CITIZENS BANK
                          SALARY CONTINUATION AGREEMENT

                                   G.W. HOLDEN
<TABLE>
<CAPTION>
                                                                               EARLY
                                                                               TERMINATION
                                                                               ANNUAL        CHANGE-IN-
                                                                               BENEFIT       CONTROL      DISABILITY
                                        ACCRUAL     EARLY                      PAYABLE AT    BENEFIT      ANNUAL
                                        BALANCE     TERMINATION    VESTED      NORMAL        PAYABLE IN   BENEFIT
EXECUTIVE'S       PLAN     EXECUTIVE'S  @           VESTING        ACCRUAL     RETIREMENT    A LUMP       PAYABLE
AGE               YEAR     AGE          8.0%(1)     SCHEDULE       BALANCE     AGE (2)       SUM          IMMEDIATELY
----------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>          <C>         <C>            <C>         <C>           <C>           <C>
51                1        30-Nov-97    $ 31,373    100.00 %(3)    $ 31,373    $10,986                       $3,598

52                2        30-Nov-98    $ 65,351    100.00 %       $ 65,351    $21,130                       $7,494

53                3        30-Nov-99    $ 102,148   100.00 %       $ 102,148   $30,497                       $11,714

54                4        30-Nov-00    $ 142,000   100.00 %       $ 142,000   $39,145          $872,005     $16,284

55                5        30-Nov-01    $ 185,159   100.00 %       $ 185,159   $47,131          $872,005     $21,234

56                6        30-Nov-02    $ 231,901   100.00 %       $ 231,901   $54,505          $872,005     $26,594

57                7        30-Nov-03    $ 282,522   100.00 %       $ 282,522   $61,314          $872,005     $32,399

58                8        30-Nov-04    $ 337,344   100.00 %       $ 337,344   $67,601          $872,005     $38,686

59                9        30-Nov-05    $ 396,717   100.00 %       $ 396,717   $73,406          $872,005     $45,495

60                10       30-Nov-06    $ 461,018   100.00 %       $ 461,018   $78,766          $872,005     $52,869

61                11       30-Nov-07    $ 530,656   100.00 %       $ 530,656   $83,716          $872,005     $60,855

62                12       30-Nov-08    $ 606,073   100.00 %       $ 606,073   $88,286          $872,005     $69,503

63                13       30-Nov-09    $ 687,750   100.00 %       $ 687,750   $92,506          $872,005     $78,870

64                14       30-Nov-10    $ 776,207   100.00 %       $ 776,207   $96,402          $872,005     $89,014

65                15       30-Nov-11    $ 872,005   100.00 %       $ 872,005   $100,000         $872,005     $100,000

66                16       30-Nov-12    $840,632                   $840,632

67                17       30-Nov-13    $806,654                   $806,654

68                18       30-Nov-14    $769,857                   $769,857

69                19       30-Nov-15    $730,005                   $730,005

70                20       30-Nov-16    $686,846                   $686,846

71                21       30-Nov-17    $640,104                   $640,104

72                22       30-Nov-18    $589,483                   $589,483

73                23       30-Nov-19    $534,661                   $534,661

74                24       30-Nov-20    $475,288                   $475,288

75                25       30-Nov-21    $410,987                   $410,987

76                26       30-Nov-22    $341,349                   $341,349

77                27       30-Nov-23    $265,932                   $265,932
</TABLE>



                                                    12
<PAGE>
<TABLE>
<CAPTION>
                                                                                  EARLY
                                                                                  TERMINATION
                                                                                  ANNUAL        CHANGE-IN-
                                                                                  BENEFIT       CONTROL      DISABILITY
                                           ACCRUAL     EARLY                      PAYABLE AT    BENEFIT      ANNUAL
                                           BALANCE     TERMINATION    VESTED      NORMAL        PAYABLE IN   BENEFIT
EXECUTIVE'S       PLAN     EXECUTIVE'S     @           VESTING        ACCRUAL     RETIREMENT    A LUMP       PAYABLE
AGE               YEAR     AGE             8.0%(1)     SCHEDULE       BALANCE     AGE (2)       SUM          IMMEDIATELY
----------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>             <C>         <C>            <C>         <C>           <C>          <C>
78                28       30-Nov-24       $184,255                   $184,255

79                29       30-Nov-25        $95,798                    $95,789

80                30       30-Nov-26            $0                         $0
</TABLE>
(1)  The Accrual balance reflects payment at the end of each month during
     retirement.
(2)  Benefit is based on present value of the current payment stream of the
     vested accrual balance using a standard discount rate (8.0%).
(3)  Participant is 100 percent vested upon effective date of the Salary
     Continuation Agreement.

                                       13