2

EXHIBIT  10.1

                           CHANGE IN CONTROL AGREEMENT


     THIS  CHANGE  IN  CONTROL AGREEMENT (this "Agreement"), effective as of the
9th  day  of  December,  2002  (the  "Effective  Date"), by and between EXCHANGE
BANCSHARES,  INC.,  a  holding  company organized under the laws of the State of
Ohio  and registered under the Bank Holding Company Act of 1956 (the "Company"),
and  JEFFERY  A.  ROBB SR.,  a  resident  of  Ohio  (the  "Employee").

                                 W I T N E S S E T H:

     WHEREAS,  the  Employee  is  employed  as the President and Chief Executive
Officer  of  the  Company;  and

     WHEREAS,  the  Board of Directors of the Company recognizes the possibility
that a change in control of the Company may occur and that such possibility, and
the uncertainty and questions which it may raise among management, may result in
the departure or distraction of key management personnel to the detriment of the
Company  and  its  shareholders;  and

     WHEREAS,  the  Board of Directors of the Company believes it is in the best
interests of the Company to enter into this Agreement with the Employee in order
to assure continuity of management of the Company and to reinforce and encourage
the  attention  and  dedication  of  the Employee to his assigned duties without
distraction in the face of potentially disruptive circumstances arising from the
possibility  of  a  change  in  control  of  the  Company;  and

     WHEREAS, the Employee desires to enter into this Agreement in consideration
of his consent to terminate that certain Employment Agreement by and between the
Company  and  the  Employee,  dated  July  17,  2002;  and

     WHEREAS,  the Board of Directors of the Company has approved and authorized
the  execution  of  this  Agreement  with  the  Employee.

     NOW,  THEREFORE,  in  consideration  of the foregoing and of the respective
covenants  and  agreements  of  the parties herein contained, the parties hereto
hereby  agree  as  follows:

     1.     TERM.  The  term  of  this Agreement shall commence on the Effective
Date  and  shall  terminate upon the earlier of (i) the date on which payment is
made of the Change in Control Payment due to the Employee hereunder, or (ii) the
date  on  which the Employee's employment by the Company comes to an end for any
reason  other  than in conjunction with a Change in Control as described herein.

     2.     CHANGE  IN  CONTROL  PAYMENT.

     A.     CAUSE  FOR  PAYMENT.  Upon the occurrence of a Change in Control and
for  a  period  of one year thereafter, or in the event that during the 120 days
prior to a Change in Control either (i) the Employee is involuntarily terminated
by  the  Company for any reason other than Cause (as defined below), or (ii) the
Employee voluntarily terminates his employment for any reason, the Company shall
provide  a  Change  in  Control  Payment  to the Employee as set forth below.  A
"Change  in  Control"  for  the  purposes  of  this Agreement shall mean (i) the
consolidation,  merger  or other business combination of the Company wherein the
Company  is  not the surviving entity, (ii) the transfer of all or substantially
all  of  the  assets of the Company to a third party, or (iii) the purchase by a
person,  entity, or an affiliated group of persons or entities of 50% or more of
the  outstanding  voting  shares  of  the  Company.  For  the  purposes  of this
Agreement,  "Cause"  shall mean (i) commission of a willful act of dishonesty in
the  course  of  the  Employee's duties; (ii) conviction by a court of competent
jurisdiction  of a crime constituting a felony or conviction with respect to any
act  involving  fraud  or  dishonesty;  (iii) the Employee's continued, habitual
intoxication  or performance under the influence of controlled substances during
working  hours,  after  the  Company  shall  have provided written notice to the
Employee and given the Employee ten days within which to commence rehabilitation
with  respect  thereto,  and the Employee shall have failed to promptly commence
and  diligently  continue  such  rehabilitation;  (iv) frequent or extended, and
unjustifiable  (not  as  a result of incapacity or disability) absenteeism which
shall  not  have  been cured within 30 days after the Company shall have advised
the  Employee in writing of its intention to terminate the Employee's employment
in  the  event  such  condition shall not have been cured; or (v) the Employee's
willful  and  continued  personal  misconduct,  action,  inaction,  inability or
refusal  to  perform  his  duties and responsibilities, if (A) the Company shall
have  given  the  Employee prior written notice of the reason therefor and (B) a
period  of  30  days following receipt by the Employee of such notice shall have
lapsed  and  the  matters  which constitute or give rise to such Cause shall not
have  been  cured or eliminated by the Employee; provided, however, that if such
matters  are of a nature that the same cannot be cured or eliminated within such
30  day  period, such period shall be extended for so long as the Employee shall
be  endeavoring  diligently and in good faith to cure or eliminate such matters.

B.     AMOUNT OF CHANGE IN CONTROL PAYMENT.  The Change in Control Payment shall
be  a  lump  sum  payment  equal to 2.99 times the greater of (i) the Employee's
annual  salary  as  of  the  effective  date  of  the  Change in Control or (ii)
$120,000.

C.     TIMING OF CHANGE IN CONTROL PAYMENT.  The Change in Control Payment shall
be  paid  to  the  Employee  not later than the earlier of (i) 30 days after the
effective  date  of  the  Change  in  Control, or (ii) 30 days after the date of
termination  of  the  Employee's employment if such termination occurs after the
effective  date  of  the  Change  in  Control.

     3.     OTHER  BENEFITS.  The  Change  in  Control Payment described in this
Agreement shall be in addition to any other retirement or other benefits payable
to  the  Employee  under  any  plan,  fund or program maintained by the Company.

     4.     SUCCESSOR.  The  Company will require any successor as the result of
a  Change  in Control to assume expressly and to agree to perform this Agreement
in  the same manner and to the same extent that the Company would be required to
perform  hereunder.  Failure  of  the  Company  to  obtain  such  assumption and
agreement  prior to the effectiveness of the Change in Control shall be a breach
of  this  Agreement  and  shall  entitle  the  Employee to the Change in Control
Payment  from  the  Company  in  the  same  amount  and on the same terms as the
Employee  would  be  entitled  to  hereunder  upon the occurrence of a Change in
Control.

     5.     MISCELLANEOUS.

          A.     OBLIGATION  OF  THE COMPANY.  The Company, and not the Board of
Directors  of the Company or any member thereof, shall be liable for any and all
claims  made  in  connection with this Agreement and for any and all payments to
which the Employee may be entitled under this Agreement.  The Agreement shall be
unfunded.

          B.     SUCCESSORS  AND  ASSIGNS.  This Agreement shall be binding upon
and  inure  to  the  benefit  of  the  parties  hereto,  the  heirs  and  legal
representatives  of the Employee, and the successors and assigns of the Company,
except  that  the  Employee  may  not  assign  this  Agreement.

          C.     MODIFICATION.  This  Agreement  may not be changed, amended, or
modified  except  by  a  writing  signed  by  both  parties.

          D.     NOTICES.  Any  notice,  request,  demand,  waiver,  consent,
approval,  or  other communication which is required to be or may be given under
this  Agreement  shall be in writing and shall be deemed given only if delivered
to  the  party  personally  or  sent  to  the  party by a commercially reputable
overnight  delivery  service,  delivery  charges  prepaid, to the parties at the
addresses  set  forth  herein  or  to  such  other  address  as either party may
designate  from  time  to time by notice to the other party sent in like manner.

          E.     GOVERNING LAW.  This Agreement constitutes the entire agreement
between  the  parties  and shall be governed by and construed in accordance with
the  laws of the State of Ohio applicable to agreements made and to be performed
solely  within  such  state.

          F.     HEADINGS.  The section headings contained in this Agreement are
for  reference  purposes  only  and  shall  not  be  deemed to be a part of this
Agreement  or  to  affect  the construction or interpretation of this Agreement.

          G.     NO MITIGATION.   The Employee shall not be required to mitigate
the  amount  of any payment or benefit provided for in this Agreement by seeking
other  employment  or  otherwise, nor shall the amount of any payment or benefit
provided  for  in  this  Agreement  be reduced by any compensation earned by the
Employee as the result of employment by another employer, by retirement benefits
after  the  date  of  termination  or  otherwise.

          H.     CONFIDENTIALITY.  This Agreement shall be confidential, and the
Employee  agrees not to disclose the existence of this Agreement or its terms to
anyone  other  than the Employee's attorney and the Employee's financial and tax
advisors.

     IN  WITNESS  WHEREOF,  the  parties  hereto have caused the Agreement to be
executed  as  of  the  Effective  Date.


EXCHANGE  BANCSHARES,  INC.                         EMPLOYEE


By:  /s/Marion  Layman                             /s/Jeffery  A.  Robb Sr.
       Marion  Layman                              Jeffery  A.  Robb Sr.
Name:  Marion  Layman

Title:  Chairman