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                                                                  Exhibit 10.2.1

                                  AMENDMENT OF
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT is made and entered into as of this 10 day of July, 2001
by and among FC Banc Corp., an Ohio bank holding company, its wholly owned
subsidiary The Farmers Citizens Bank, an Ohio-chartered, FDIC- insured bank (the
"Bank"), and G. Wildridge Holden, hereinafter referred to as the "Executive."

         WHEREAS, FC Banc Corp., the Bank and the Executive entered into an
employment agreement effective as of March 31, 1998,

         WHEREAS, under the employment agreement, as amended, the Executive
serves as President and Chief Executive Officer of the Bank and FC Banc Corp.,

         WHEREAS, as amended, the employment agreement provides in Section 6
that "Termination [of the Executive's employment other than for cause] will
eliminate Executive's rights under [FC Banc Corp.'s and the Bank's] split dollar
life insurance program. (Executive shall have the right to purchase any life
insurance on his life then in effect for its then current cash value from the
bank),"

         WHEREAS, the Bank and the Executive also entered into a Split Dollar
Agreement dated as of July 10, 2001 and an Amended and Restated Salary
Continuation Agreement dated as of July 10, 2001, which provide for specified
benefits for the Executive and his beneficiary(ies), including retirement
benefits and life insurance benefits,

         WHEREAS, the Bank and the Executive have also entered into a Split
Dollar Agreement dated February 20, 1997 providing for specified life insurance
benefits for the Executive and his beneficiary(ies), which agreement provides in
Section VII that "this agreement shall not terminate if the [Executive] is
terminated without cause as a result of a change of control,"

         WHEREAS, a conflict exists between Section 6 of the employment
agreement, on one hand, and the terms of the Split Dollar Agreements and the
Amended and Restated Salary Continuation Agreement, on the other, concerning the
effect of termination of the Executive after or in connection with a change in
control, excluding termination for cause, and

         WHEREAS, FC Banc Corp., the Bank and the Executive desire to resolve
that conflict and to amend the employment agreement so that the employment
agreement expresses the intention of the parties concerning the effect of
termination on the Executive's life insurance benefits.

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

1.       DEFINED TERMS. Terms not otherwise defined herein are used herein as
defined in the employment agreement by and among FC Banc Corp., the Bank and the
Executive, as amended through the date hereof.

2.       AMENDMENT OF SECTION 6 OF THE EMPLOYMENT AGREEMENT. Section 6 of the
employment agreement shall be, and hereby is, amended to read in its entirety as
follows, with additional terms appearing underlined and deleted text noted by
strike-through:

                      "The Holding Company/Bank may terminate Executive's
         employment at any time, but, in the event such termination by the
         Holding Company/Bank is other than termination for cause, then
         Executive shall receive severance pay in the amount equal to the
         compensation remaining to be paid under the then current term of the
         contract (i.e. up to three years and not less than two years depending
         upon when the termination occurs in the contract year); payable in a
         lump sum within

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         thirty days. (All employee benefits shall continue for a period of
         ninety days). (In the event Executive becomes disabled all employee
         benefits shall continue for a period of six (6) months.)

                  Such amount shall be in full and complete satisfaction of any
         and all claims which Executive may have against the Holding Company and
         Bank (excluding rights under COBRA) except Executive's rights under the
         company's 401K or other retirement plan, or any vested stock options
         employee may hold, if any. Termination for cause will eliminate
         Executive's rights under the Holding Company's/Bank's split dollar life
         insurance program. The effect of termination other than for cause on
         the Executive's rights under the Holding Company's/Bank's split dollar
         life insurance program shall be determined under the terms of the split
         dollar agreements or salary continuation agreement, as the case may be
         and as the same may be amended or modified from time to time.
         (Executive shall have the right to purchase any life insurance on his
         life then in effect for its then current cash value from the bank).
         Upon such termination, Executive shall immediately resign as a Director
         of both the Holding Company and the Bank."

         IN WITNESS WHEREOF, the undersigned have executed this Amendment of
Employment Agreement as of the day and year first written above.

  FC BANC CORP.                                 THE FARMERS CITIZENS BANK


  By: /s/ Robert D. Hord                        By:   /s/ Robert D. Hord
      ------------------------                       -----------------------
          Robert D. Hord                                  Robert D. Hord
  Its:   Chairman of the Board                  Its:   Chairman of the Board

                                                G.W. HOLDEN
                                                -----------------------
                                                /s/ G. W. Holden


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