2 SIXTH AMENDMENT TO THE STOCK APPRECIATION RIGHTS AGREEMENT OF ALAN G. BRANT

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                                                                    EXHIBIT 10.4



10.4 FORM OF AMENDMENT TO APRIL 1, 1987 STOCK APPRECIATION RIGHTS AGREEMENT BY
     AND BETWEEN THE COMPANY AND XXXX X. XXXXX, EFFECTIVE DECEMBER 18, 1996.

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           SIXTH AMENDMENT TO THE STOCK APPRECIATION RIGHTS AGREEMENT
                                       OF
                                 XXXX X. XXXXX

     WHEREAS, Second Bancorp, Incorporated (the "Corporation") and Xxxx X. Xxxxx
(the "Executive") have entered into a certain Stock Appreciation Rights
Agreement dated as of April 1, 1987 as that agreement has been amended from time
to time (the "Agreement");

     WHEREAS, the Agreement, by its terms, granted phantom stock units ("SARS")
to the Executive for a period of ten (10) years ending March 31, 1997; and

     WHEREAS, the Corporation and the Executive have determined it to be in
their mutual best interest to extend the SARs for an additional two year period
so as to coincide with the expiration date of the Executive's employment
agreement with the Corporation; and

     WHEREAS, the Agreement, by terms contained in paragraph 11 thereof, may be
amended only by a writing signed by both the Executive and the Corporation;

     NOW THEREFORE, the Executive and the Corporation agree that the Agreement
by and hereby is amended in the following respects.

     1.   Xxxxxxxxx 0, xxxxxxx (xx) of the Agreement is deleted in its entirety
          and replaced with "twelve (12) years from the Employment Date,".

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     2.   Xxxxxxxxx 0, xxxxxxx (xxx) of the Agreement is deleted in its entirety
          and replaced with "such time prior to twelve (12) years from the
          Employment Date as the Executive shall elect,".

     Except as specifically amended hereby, the Agreement remains in full force
and unaffected hereby.

     IN WITNESS WHEREOF, Xxxx X. Xxxxx and Second Bancorp, Incorporated, by its
duly authorized officer, have caused this amendment to the Agreement to be
effective as of the 18th day of December, 1996, and executed this ____ day of
________, 1997.

Signed and acknowledged
in the presence of:


_____________________________________    _______________________________________
                                         Xxxx X. Xxxxx

                                         SECOND BANCORP, INCORPORATED


_____________________________________    By:____________________________________
                                            Xxxxxxxxxxx Xxxxxxx,
                                            Secretary