EXHIBIT  10.2

                           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 THE EXCHANGE
BANK,  an Ohio state-chartered bank with its principal office located in Luckey,
Ohio  (the  "Bank")  and  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  "Holding Company") (collectively, the Bank and the
Holding  Company referred to herein as the "Corporation"), and THOMAS E. FUNK, a
resident  of  Ohio  (the  "Employee").

                              W I T N E S S E T H:

     WHEREAS, the Employee is employed as the Vice President and Chief Financial
Officer  of  the  Corporation;  and

     WHEREAS,  the  Boards  of  Directors  of  the  Corporation  recognize  the
possibility  that a change in control of the Corporation 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  Corporation  and  its  shareholders; and

     WHEREAS,  the  Boards  of Directors of the Corporation believe it is in the
best interests of the Corporation to enter into this Agreement with the Employee
in  order to assure continuity of management of the Corporation 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 Corporation; 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
Corporation  and  the  Employee,  dated  June  17,  2002;  and

     WHEREAS,  the  Boards  of  Directors  of  the Corporation have 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 Corporation 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  Corporation for any reason other than Cause (as defined below), or (ii)
the  Employee  voluntarily  terminates  his  employment  for  any  reason,  the
Corporation  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
Corporation  wherein  the  Corporation  is  not  the  surviving entity, (ii) the
transfer of all or substantially all of the assets of the Corporation 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
Corporation.  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
Corporation  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 Corporation 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  Corporation  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 Employee's annual salary as of the
effective  date  of  the  Change  in  Control.

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 Corporation.

     4.     SUCCESSOR.  The Corporation 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 Corporation would
be  required  to  perform  hereunder.  Failure of the Corporation 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 Corporation 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  CORPORATION.  The Corporation, and not the
Boards  of  Directors  of the Corporation 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
Corporation,  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/Thomas  E.  Funk
       Marion  Layman                               Thomas  E.  Funk
Name:  Marion  Layman

Title:  Chairman