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EXHIBIT  10.8


                             FIRST AMENDMENT TO THE
                       ALAN G. BRANT CONSULTING AGREEMENT
                               DATED APRIL 1, 1985


               WHEREAS, Alan G. Brant ("Executive") entered into a Consulting
Agreement with The Second National Bank of Warren (the "Bank") as of April 1,
1985; and

               WHEREAS, such Consulting Agreement was assigned to Second
Bancorp, Incorporated (the "Company") on February 10, 1987; and

               WHEREAS, the Executive continues to be an employee of both the
Bank and the Company; and

               WHEREAS, the Executive and the Company have determined that the
agreement should be amended and extended as a result of the change in the term
of employment of the Executive.

               NOW, THEREFORE, be it resolved that the Alan G. Brant Consulting
Agreement made as of April 1, 1985, be and the same hereby is amended as
follows:

               1. The entire Consulting Agreement shall be amended by changing
the meaning of the term "the Bank" to mean "the Bank or the Company" where
necessary.

               2. Paragraph 1.3, "Discharge for Cause", shall be amended to read
as follows:

               "1.3   'Discharge for Cause' shall mean the termination of 
                      Executive's employment with the Corporation or Bank due to
                      (i) Executive's conviction of either a felony involving
                      moral turpitude or any crime in connection with his
                      employment; or (ii) actions by Executive as an executive
                      officer which are prohibited or contrary to law, or
                      contrary to the best interests of the Corporation or Bank;
                      or (iii) Executive's willful failure to take actions
                      permitted or required by law and necessary to implement
                      policies of the Board which the Board has communicated to
                      him in writing; or (iv) Executive's continued failure to
                      attend to his duties as an executive officer as set forth
                      in his Employment Agreement; or (v) any condition which
                      either resulted from Executive's habitual drunkenness or
                      addiction to narcotics, or resulted from any intentionally
                      self-inflicted injury."



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               3. Paragraph 4, "Termination Within One Year After Change in
Control", shall be amended to read as follows:

               "4.   Termination Within One Year After Change in Control. In the
                     event that (i) the employment of Executive with the Bank or
                     the Company (as the case may be) is terminated by the Bank
                     (or the Company) within one year after a Change in Control
                     occurs, and at such Change in Control Executive is less
                     than sixty-seven (67) years old, or (ii) Executive shall,
                     subsequent to a Change in Control, resign from his
                     employment with the Bank (or the Company) within one year
                     after such Change in Control, and if said resignation
                     occurs when Executive is less than sixty-seven (67) years
                     old, then the Bank (or the Company) shall retain Executive,
                     and Executive shall serve the Bank (or the Company), as a
                     management consultant for a period commencing upon
                     termination and continuing until March 31, 1999 (the
                     'Consulting Period')."

               4.    Paragraph 11, "Termination", shall be amended to read as
                     follows:

               "11.  Termination. This Agreement shall terminate on March 31, 
                     1999, unless extended by mutual consent of the parties
                     hereto, subject to the provisions of sections 2, 3, and 4
                     of this Agreement."

               IN WITNESS WHEREOF, Alan G. Brant and Second Bancorp,
Incorporated, by its duly authorized officer, have caused this First Amendment
to the Alan G. Brant Consulting Agreement to be executed this _____ day of
__________________, 1995, but effective as of April 1, 1995.


Signed and acknowledged
in the presence of:


---------------------------------           ------------------------------------
                                                   Alan G. Brant
                                                   SECOND BANCORP, INCORPORATED



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

                                                        Its
                                                            --------------------



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