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SPECIAL SEPARATION AGREEMENT
 SPECIAL SEPARATION AGREEMENT th
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 Section 1. Definitions
 1.1 Affiliate .
 1.2 Cause .
 a.
    
    a breach of the Executives obligations under Section 5 hereof; orb.
    
    the indictment of the Executive for, conviction of the Executive for, or
written confession of the Executive to a misdemeanor or felony against the Company or
any of its Affiliates, employees or customers, including but not limited to
embezzlement or embezzlement of customer account assets, but excluding any such
misdemeanor or felony related to an automobile accident.
 1.3 Change in Control .
 a.
    
    the first purchase of shares pursuant to a tender offer or exchange (other than
a tender offer or exchange by the Parent Company) for twenty-five percent (25%) or more
of the Parent Companys common stock of any class and any securities convertible into
such common stock;b.
    
    the receipt by the Parent Company of a Schedule 13D or other advice after the
date of execution of this Agreement indicating that a person is the beneficial owner
(as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
twenty-five percent (25%) or more of the Parent Companys common stock of any class or
any securities convertible in such common stock calculated as provided in paragraph (d)
of said Rule 13d-3;c.
    
    the date of approval by stockholders of the Parent Company of an agreement
providing for any consolidation or merger of the Parent Company in which the Parent
Company will not be the continuing or surviving corporation or pursuant to which shares
of capital stock, of any class or any securities convertible into such capital stock,
of the Parent Company would be converted into cash, securities, or other property,
other than a merger of the Parent Company in which the holders of common stock of all
classes of the Parent Company immediately prior to the merger would own in excess of
fifty percent (50%) of the common stock of the surviving corporation immediately after
the merger;d.
    
    the date of the approval by stockholders of the Parent Company of any sale,
lease, exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Parent Company or the
Company;e.
    
    the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company or the Parent Company;f.
    
    any transaction whereby the Company ceases to be a wholly owned subsidiary of
the Parent Company;g.
    
    any sequence of events whereby the individuals who constitute the Board of
Directors of the Parent Company as of the date of this Agreement (Incumbent
Directors) together with
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individuals whose election or nomination for election by the Parent Companys
shareholders was approved by a majority of the Incumbent Directors do not constitute
at least seventy-five percent (75%) of the then current Board of Directors of the
Parent Company; or
 h.
    
    such other event as the Outside Committee Members shall, in their sole and
absolute discretion, deem to be a Change in Control.
 1.4 Company .
 1.5 Confidential Information .
 1.6 Good Reason .
 a.
    
    any reduction in either the current base salary or the annual bonus of the
Executive;b.
    
    any material reduction in the employee benefits and fringe benefits of the
Executive;c.
    
    any material reduction in the position, office or title of the Executive;d.
    
    the Executive ceases to have the powers, perquisites, responsibilities or
duties commensurate with being the Senior Vice President and Senior Loan Officer of a
bank of comparable size to the Company;e.
    
    the Executive ceases to report to the President and Chief Executive Officer of
the Bank; orf.
    
    the principal place of employment of the Executive is relocated to any location
which is outside of a twenty (20) mile radius of the current main office of the Company
in Orrville, Ohio.
 1.7 Outside Committee Members .
 1.8 Parent Company .
 1.9 Protection Period .
 1.10 Successor .
 Section 2. Employment Terminations Which Qualify For Severance Benefits
 2.1 Termination by the Company Other Than For Cause .
 2.2 Voluntary Termination by the Executive With Good Reason .
 Section 3. Employment Terminations Which Do Not Qualify For Severance Benefits
 3.1 Termination by the Company Outside the Protection Period .
 3.2 Voluntary Termination by the Executive Outside the Protection Period .
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3.3 Termination by the Company For Cause .
 3.4 Voluntary Termination by the Executive Other Than For Good Reason .
 Section 4. Severance Benefits
  a.
    
    Continue to pay to the Executive, for the twenty four (24) months following his
termination of employment, his monthly base salary at the rate in effect as of the date
of such termination in accordance with the Companys normal payroll practices.b.
    
    Throughout the twenty four (12) months following his termination of employment,
continue the normal fringe benefits and perquisites being provided to the Executive
immediately prior to his termination of employment, including but not limited to life
insurance and health care benefits coverage, in the same amounts and at the same cost
to the Executive as was applicable prior to the Change in Control; provided, however,
that in the event the Executive begins to receive comparable fringe benefits and
perquisites (determined at the sole discretion of the Outside Committee Members) from a
subsequent employer during such period, the Company may immediately terminate such
fringe benefits and perquisites. Coverage under the Companys health care benefits
plan will be in lieu of health care continuation under the Consolidated Omnibus Budget
Reconciliation Act (COBRA) for periods such coverage is in effect under this
Agreement.c.
    
    Pay to the Executive in cash an amount equal to the matching and discretionary
contributions which would have been made by the Company under any qualified and
nonqualified 401(k), profit sharing, savings or retirement plan of the Company or an
Affiliate during the period described in paragraph a of this Section 4 if the Executive
made 401(k) contributions and the Company made matching and discretionary contributions
during such period at the same rate as the Executive and the Company made such
contributions during the twelve (12) month period immediately prior to the Change of
Control. Such amounts shall be paid to the Executive on the same days that the salary
is payable to him under paragraph a. above.d.
    
    Pay for the costs of outplacement services actually used by the Executive;
provided, however, that the total fee paid for such services will be limited to an
amount equal to ten percent (10%) of the Executives annual base salary rate as of the
effective date of his termination of employment.e.
    
    Continue to be obligated to pay when due all other benefits to which the
Executive has a vested right according to the provisions of any applicable retirement
or other benefit plan or program.
 Section 5. Covenants
 5.1 Disclosure or Use of Information .
 5.2 Co-operation .
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5.3 Non-Competition .
  5.4 Injunctive Relief .
 Section 6. Miscellaneous
 6.1 Successors .
 6.2 Entire Agreement .
 6.3 Administration .
 6.4 Appeals Procedure .
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6.5 Modification .
 6.6 Tax Withholding .
 6.7 Governing Law .
 6.8 Section 280(G) Limit .
  6.9 Reimbursement of Legal Fees .
 IN WITNESS WHEREOF
 First National BankBy:David C. Vernon, President and CEOAnd:Thomas M. Fast, Executive
  National Bancshares Corp.By:David C. Vernon, President and CEOAnd:Thomas M. Fast, Executive
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