PROXY
                               FC Banc Corp.
                               Bucyrus, Ohio

               PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
                     THE ANNUAL MEETING OF SHAREHOLDERS
                               April 23, 1997

     The undersigned shareholder of FC Banc Corp. (the "Company") hereby 
constitutes and appoints Terry L. Gernert and James A. Spreng and each of them,
with full power of substitution, as proxies to represent the undersigned at the
Annual Meeting of Shareholders of the Company to be held on April 23, 1997, 
and any adjournments and postponements thereof, and to vote the shares of 
common stock the undersigned would be entitled to vote (as specified below) 
upon all matters referred to herein and in their discretion upon any other 
matter which may properly come before the Annual Meeting:

     (1)  To establish the number of directors at nine(9).

                     FOR                     AGAINST                  ABSTAIN


     (2)  To elect the three(3) nominees identified below as Class II directors
to the Board of Directors for terms of three(3) years and until their successors
are elected and qualified.

                     FOR                     WITHHOLD VOTE FOR ALL NOMINEES

          INSTRUCTION: To withhold your vote for any individual nominee, strike
          a line through the nominee's name.

          David G. Dostal        Robert D. Hord        Joan C. Stemen

     (3)  To adopt the Company's 1997 Stock Option and Incentive Plan.

                     FOR                     AGAINST                  ABSTAIN

     (4)  To amend the Company's Amended and Restated Articles of Incorporation
in order to increase authorized shares of common stock to one million 
(1,000,000) shares and to eliminate the shares' par value.

                     FOR                     AGAINST                  ABSTAIN

     (5)  To ratify the appointment of Robb, Dixon, Francis, Davis, Oneson & 
Company as independent auditors of the Company for the fiscal year ending 
December 31, 1997.

                     FOR                     AGAINST                  ABSTAIN

     (6)  To act on such matters as may properly come before that Annual Meeting
and any adjournments or postponements thereof.

A VOTE FOR ELECTION OF THE NOMINEES IDENTIFIED ABOVE AND IN FAVOR OF PROPOSALS
1, 3, 4 and 5 IS RECOMMENDED BY THE BOARD OF DIRECTORS


     The shares represented by this Proxy will be voted as specified.  Absent
specification to the contrary, all shares of the undersigned will be voted 
"FOR" election of the nominees identified above, "FOR" Proposals 1, 3, 4 and 5
and in the best judgment of the proxies on such other matters as may properly
come before the Annual Meeting.

     The undersigned acknowledges receipt from the Company, prior to the 
execution of this Proxy, of Notice of the Meeting, a Proxy Statement and an 
Annual Report.



Dated:                  , 1997                  Signature


                                                Signature
                                                Please sign exactly as your 
                                                name appears above on this 
                                                card. When signing as attorney,
                                                executor, administrator, 
                                                trustee or guardian, please 
                                                give your full title. If shares
                                                are held jointly,each holder 
                                                Should sign.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, 
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS 
IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS 
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS 
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE POSTAGE-PAID,
SELF-ADDRESSED ENVELOPE PROVIDED.