EMPLOYMENT AGREEMENT



            THIS EMPLOYMENT AGREEMENT (the "Agreement") made by and between

FIRST CITIZENS BANC CORP, an Ohio corporation ("FCBC") and JAMES E. MCGOOKEY

(the "Employee"), WITNESSETH THAT:



            WHEREAS, FCBC has been organized as a financial holding company and

has various subsidiaries that provide financial and non-financial products and

services (FCBC and all entities that are subsidiaries of FCBC, including those

subsidiaries created in the future, are collectively referred to as the

"Companies" and may be separately referred to as the Company.); and



            WHEREAS, FCBC will retain the Employee to provide legal and

managerial services on behalf of the Companies; and



            WHEREAS, the Employee desires to accept employment with FCBC upon

the terms and conditions described herein.



            NOW, THEREFORE, in consideration of the premises and the mutual

covenants and conditions contained herein, the parties agree as follows:



            1. EMPLOYMENT AND TERM. FCBC hereby agrees to retain the Employee,

and the Employee hereby accepts employment, based upon the terms and conditions

set forth in this Agreement. This Agreement shall commence on a date to be

designated by the Employee (the "Commencement Date"), which date shall not be

later than January 1, 2003, and shall continue for a period of five (5) years

after the Commencement Date, or until otherwise terminated in accordance with

its provisions (the "Term").



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            2. DUTIES. During the Term, the Employee shall be employed as a

senior vice president and the general counsel of FCBC. The Employee may, at the

sole option of FCBC, be named to similar offices at any or all of the other

Companies. The Employee's duties shall include direct day-to-day oversight of

the legal affairs of the Companies and such other duties consistent therewith,

as may, from time to time, be assigned by FCBC or its appropriate corporate

officers. The Employee will provide the general corporate, contractual and other

general legal services needed by the Companies; provided, however, that the

parties anticipate that (a) collection matters and other litigation, (b) matters

that exceed the qualifications or experience of the Employee, and (c) matters

that exceed the time reasonably available to the Employee will be referred to

other legal counsel. The Employee will also participate in the management of the

Companies in the specific respects requested, from time to time, by FCBC or its

appropriate corporate officers. The Employee will devote his full professional

working time to the business of the Companies; provided that he shall have a

reasonable opportunity to conclude such legal matters as he has previously

accepted but has been unable to finish by the Commencement Date. The Employee

shall use his best efforts to perform any work needed to finish such matters

outside of FCBC's normal working hours.



            3. COMPENSATION. During the Term, in consideration of the Employee's

performance of his duties and obligations, FCBC shall provide the Employee with

the compensation described herein. The Employee's compensation shall be subject

to and reduced by any applicable withholding, social security or other taxes and

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