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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

            THIS AGREEMENT is effective the 1st day of November, 2004, between
PEOPLES OHIO FINANCIAL CORPORATION (sometimes hereinafter referred to as POFC)
and PEOPLES SAVINGS BANK OF TROY (sometimes hereinafter referred to as PSBT),
whose principal places of business are both located at 635 South Market Street,
Troy, Ohio 45373, both of whom are hereinafter collectively referred to as
"Employer," and RICHARD J. DUTTON, whose residence is 325 Countryside Drive
North, Troy, Ohio 45373, hereinafter referred to as Employee.

                             1. TERMS OF EMPLOYMENT

            1.1 Initial Term. The Employer hereby employs the Employee and the
Employee hereby accepts employment with the Employer for an initial term of
three (3) years beginning on November 1, 2004 and terminating on October 31,
2007 (the "Initial Term").

            1.2 Renewal Term. This Employment Agreement and the employment term
shall be extended for an additional period of one year (the "Renewal Term") upon
(i) each successive Anniversary Date (November 1) of each year and (ii) upon the
effective date of a Change in Control as hereinafter defined after the Boards of
Directors of POFC and PSBT explicitly review and approve all such renewals and
extensions. Notice of non-renewal shall be given by either Employee or Employer
no earlier than August 1st of each year and no later than October 1st of each
year. Upon notice of non-renewal by either party, this contract shall continue
to the end of its Initial Term or to the end of any Renewal Term, whichever is
applicable. Any such Renewal Term shall be upon such terms, conditions and for
such compensation as the parties shall mutually agree in writing or in the
absence of a new writing then upon the terms and conditions contained herein.
The mere fact that either party has given notice of non-renewal, thereby

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allowing this Employment Agreement to expire at the end of its Initial Term or
any Renewal Term, shall not entitle Employee to severance payments or benefits
solely by reason of such non-renewal.

            1.3 "Employment Term" Defined. As used herein, the phrase
"Employment Term" refers to the entire period of employment of the Employee
hereunder, whether for the Initial Term provided above, or extended for Renewal
Terms as provided at Section 1.2 above.

                              2. DUTIES OF EMPLOYEE

            2.1 General Duties. Employee has, for over two (2) years served as
Vice President - Chief Financial Officer of Employer, and shall continue to
serve in that position, with the duties and responsibilities customary to that
office. During the Employment Term, Employee's title and specific reporting
responsibilities may be changed by action of Employer's Board of Directors in
the light of changing circumstances of Employer, including but not limited to a
transaction described in Section 4.8 hereof, providing that Employee shall at
all times during the term hereof have a substantial executive position in
keeping with the dignity and prestige of his present position. He shall do and
perform all services, acts or things necessary or advisable to manage and
conduct the business of the Employer, in accordance with any and all governing
rules and regulations of regulatory agencies.

            2.2 Devotion of Entire Time to Employer's Business. The Employee
shall devote substantially all of his productive time, ability and attention
during normal business hours to the business of the Employer during the
Employment term. The Employee shall not directly or indirectly render any
services of a business, commercial, or professional nature to any other person
or organization for compensation without the prior written consent of the Board
of Directors of the Employer; provided, however, that the foregoing shall not
preclude reasonable

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participation as a member of the community, civic or similar organization, or
the pursuit of personal investments which do not interfere with normal business
activities for Employer.

            2.3 No Other Agreements. The Employee shall have no employment
contract or other written or oral agreement concerning employment with any
entity or person other than Employer.

            2.4 Uniqueness of Employee's Services. The Employee hereby
represents that the services to be performed by him under the terms of this
Agreement are of a special, unique, unusual, extraordinary and intellectual
character which gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at law. The
Employee therefore expressly agrees that the Employer, in addition to any other
rights or remedies which the Employer may posses, shall be entitled to
injunctive or other equitable relief to prevent a breach of the Agreement by the
Employee.

            2.5 Location and Travel. Employee's principal office shall continue
to be located in Troy, Ohio throughout the Employment Term. Such office may be
relocated, but any relocation of more than 50 miles from Troy, Ohio without the
Employee's consent shall be treated as a termination not for cause under Section
4.1 and shall entitle the Employee to all applicable benefits under Section 4.

                           3. COMPENSATION OF EMPLOYEE

            3.1 Salary. As compensation for his services hereunder, the Employee
shall, during the first year of his employment hereunder, receive a salary at
the same annual rate as at present, payable in accordance with the general
payroll practice of Employer and any bonus compensation as determined by the
Board of Directors or Compensation Committee. During each succeeding calendar
year or portion thereof, his salary shall be adjusted to equal the greater

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of (a) the past year base salary, or (b) such greater amount as determined by
the Board of Directors of Employer or the Compensation Committee of the Board of
Directors or Employer.

            3.2 Employee Benefits Programs. Employee shall be entitled to
continue participation in all employee benefit, bonus, pension, and profit
sharing plans and similar programs in which he is now participating, including
programs of insurance, civic and social clubs, professional organizations and to
participate throughout the Employment Term in these, and in all programs
subsequently adopted by Employer for senior management personnel.

                          4. TERMINATION OF EMPLOYMENT

            4.1 By Employer. Employer's Board of Directors may terminate
Employee's employment at any time by giving written notice of such termination
to Employee in the manner provided below for the giving of notices, such
termination to be effective on a date specified therein which is not less than
sixty (60) days from the date of such notice; provided, however, any termination
other than for cause shall not prejudice the Employee's right to compensation
and other benefits under this Agreement during the period of time immediately
following his termination equivalent to compensation and benefits as hereinafter
described in this Section 4.1 for the greater of (i) one year or (ii) six (6)
months increased by two (2) weeks for each completed year of service to Employer
("the Severance Period"). Such compensation shall include Employee's then
current regular base pay and bonus equivalent to on the Employee's average
annual bonus for the last five (5) year (or lesser number of years if Employee
has not been employed for five (5) years) prorated to the date of termination,
both to be paid in a lump sum at the effective date of termination, but without
any discount for such prepayment. Employee's participation in all benefit
programs shall continue during the Severance Period as if Employee were still an
Employee including Employer ESOP contributions payment of country

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club dues, automobile expenses and accrual of vacation pay. Employer shall pay
Employee's COBRA health insurance expenses during the Severance Period. Employee
shall not be eligible for the grant of any additional stock options during the
Severance Period, however all stock options held by Employee shall become
immediately exercisable, in full, not withstanding any provisions therein for
deferred "vesting" based upon the completions of a specified period of
employment, and all such options shall remain exercisable, pursuant to the Stock
Option Plan for a period of three (3) months from the date of termination of
employment.. The amounts payable to Employee under this Section 4.1 shall not be
reduced by any amounts earned by Employee from other employment or otherwise and
the Employee shall be under no duty to seek other employment, or otherwise to
mitigate the amounts payable hereunder. Employee shall have the right (but not
the obligation) at any time following receipt of notice of termination under
this Section 4.1 until the effective date thereof to resign as an officer and/or
as a Director of Employer while continuing to serve as an employee at the same
compensation, but with such reduction in duties as may be appropriate in order
that Employee shall no longer be an officer of Employer within the meaning of
Section 16(b) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").

            4.2 Termination for Cause. Employee shall have no right to receive
compensation or other benefits for any period after termination for cause. For
purposes of this Agreement, "cause" shall include, but not be limited to,
termination for personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful and repeated violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order, or
material breach of any provision of this Agreement.

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            4.3 Temporary Suspension. If Employee is suspended from office
and/or temporarily prohibited from participating in the conduct of Employer's
affairs by a notice served under Section 8(e)(3) or (g)(1) or the Federal
Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), Employer's obligations
under this Agreement shall be suspended as of the date of service, unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, Employer
may in its discretion; (a) pay Employee all or part of the compensation withheld
while its contract obligations were suspended and (b) reinstate (in whole or in
part) any of its obligations which were suspended.

            4.4 Permanent Removal From Office. If Employee is removed from
office and/or permanently prohibited from participating in the conduct of
Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the
Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations
of Employer under this Agreement shall terminate as of the effective date of the
Order, but vested rights of the contracting parties shall not be affected.

            4.5 Default of Employer. If Employer is in default (as defined in
Section 3(X)(1) of the Federal Deposit Insurance Act), all obligations under
this Agreement shall terminate as of the date of default, but vested rights of
the parties under this Agreement shall not be affected.

            4.6 Termination by Regulatory Agency. All obligations under this
Agreement may be terminated, except to the extent determined that continuation
of the contract is necessary for the continued operation of the Employer (a) by
the Director of his or her designee, at the time the Federal Deposit Insurance
Corporation or the Resolution Trust Corporation enters into an Agreement to
provide assistance to or on behalf of Employer under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act; or (b) by the Director or
his or her designee at the time the Director or his or her designee, approves a
supervisory merger to resolve

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problems related to operation of Employer or when Employer is determined by the
Director to be in an unsafe or unsound condition. Any rights to the parties that
have already vested, however, shall not be affected by such action.

            4.7 Termination by the Employee.

            (a) The Employment Term and the obligations of the Employer and the
Employee under this Agreement shall terminate:

                  (i) upon the death of the Employee;

                  (ii) upon the date on which the Employee retires;

                  (iii) if the Employee is incapacitated by accident, sickness,
                  or otherwise so as to render the Employee, for a period of one
                  hundred eighty (180) consecutive days, mentally or physically
                  incapable of performing the services required of the Employee
                  under this Agreement (a "Disability"), and , if requested by
                  the Employer, the basis for such Disability is certified by a
                  licensed physician, and if within thirty days after written
                  notice of potential termination is given, the Employee shall
                  not have returned to the performance of the Employee's duties
                  hereunder on a full-time basis.

      Upon the termination of the Employment Term pursuant to (a) (i) (ii) or
(iii), above, the Employer shall have no further liability or obligation to the
Employee under this Agreement except to pay the Employee or his estate (i) all
compensation accrued pursuant to Section 3.1 through the Date of Termination and
which remains unpaid, and (ii) all sums payable and owed to the Employee as
specified in Section 3.2 for expenses and benefits including any accrued but
unpaid bonus to which Employee was otherwise entitled , in each case earned
before termination of the Employment Term. The accrued bonus shall be paid in
normal course after close of the fiscal year based on actual year-end results
prorated to the date of the termination.

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            (b) The Employee may also terminate his employment with the Employer
at any time, by giving sixty (60) days written notice of such termination to the
Employer in the manner provided for the giving of notice in Section 7.1. The
Employee shall have no right to receive compensation, Severance Payments or
other benefits for any period after the Date of Termination, unless such
termination is a result of one of the events described in Section 4.8. Such
termination shall not prejudice any remedy which either party may have either at
law, in equity, or under this Agreement.

            4.8 Definition and Effect of POFC's Merger, Transfer of Assets,
Dissolution or Change in Control. For purposes of this Agreement, a Change in
Control shall be deemed to have occurred upon:

            (a) any merger or consolidation where the shareholders of the POFC
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting securities of the entity
resulting from such merger or consolidation in substantially the same proportion
as their ownership of the combined voting power of the outstanding securities of
POFC immediately before such merger or consolidation,

            (b) any sale, lease, exchange or other transfer (or agreement to
sell, lease, exchange, or transfer) of all or substantially all of the assets of
POFC or PSBT,

            (c) the voluntary or involuntary dissolution of POFC or PSBT, or

            (d) when any person or entity, including a "group" as contemplated
by section 13(d) of the Exchange Act acquires beneficial ownership (within the
meaning of Rule 13(d)-3 promulgated under the Exchange Act) of more than 50% of
the combined voting power of the then outstanding voting securities of the POFC
entitled to vote in the election of Directors or

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            (e) the individuals who were members of the Board of Directors of
POFC on the Effective Date (the "Current Board Members") cease for any reason
(other than the reasons specified in Subsection 3(e)(ii) below) to constitute a
majority of the Board of POFC or its successor; however, if the election or the
nomination for election of any new director of POFC or its successor is approved
by a vote of a majority of the individuals who are Current Board Members, such
new director shall, for the purposes of this Section 3(e)(i), be considered a
Current Board Member;

      Provided however that the term "Change in Control" shall not include any
reorganization, merger, consolidation, sale, lease, exchange or similar
transaction involving (i) any corporation acquiring more than 51% of the
combined voting power of Employer, if immediately prior to or following such
acquisition, such Corporation is owned directly or indirectly by persons who
were shareholders of POFC immediately prior to the acquisition in the same
proportion as their ownership of stock in the Employer immediately prior to such
acquisition or (ii) solely POFC and one or more previously wholly owned
subsidiaries of POFC.

      Except as provided in Section 4.6, in the event of any such Change in
Control, the surviving or resulting entity, the transferee of POFC's assets or
the control person shall be bound by and have the benefit of the provisions of
this Agreement, and Employer shall take all actions necessary to insure that
such entity, transferee or control person is bound by the provisions of this
Agreement.

            4.9 Additional Provisions Respecting Severance Payments and Benefits
on Termination. In the event of any termination within three (3) years following
a Change in Control, in addition to all other rights of Employee hereunder, the
following special provisions shall apply as to matters herein specified;

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            4.9.1 All stock options held by Employee shall become immediately
exercisable, in full, notwithstanding any provisions therein for deferred
"vesting" based on the completion of a specified period of employment, and such
options shall remain exercisable, pursuant to the Stock Option Plan for a period
of three (3) months from the date of termination of employment.

            4.9.2 (a) In the event that, within three (3) years following a
Change in Control, the Employee's employment hereunder is terminated (1) by the
Employer or successor to the Employer for any reason other than: (i) for cause;
or (ii) as a result of the Employee's retirement, death or disability, or (2) by
the Employee, after the occurrence of any of the following:

                  (A) without the express written consent of the Employee, (i)
            the Employee's principal office location is relocated to a location
            more than fifty (50) miles from Troy, Ohio, (ii) a material
            diminution in his position, duties, responsibilities or status with
            the Employer from those in existence on the date of this Agreement,
            (iii) a reduction in his compensation as defined in Section 3.1 or
            benefits as defined in Section 3.2, (iv) material reduction in his
            reporting responsibilities, titles or office from those in effect on
            the date of this Agreement, or (v) his removal from a failure to be
            re-elected to his current position(s), except in each case in
            connection with the termination of his employment pursuant to
            Section 4.2 or due to the Employee's death, disability or
            retirement, or

                  (B) the failure by any successor to the Employer to assume
            this Agreement:

(collectively known as an "Involuntary Termination"), then upon the date of
Involuntary Termination the Employee shall be entitled to receive the Employee's
compensation and benefits

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payable pursuant to the terms of this Agreement through the date of Involuntary
Termination at the rate in effect at the time Notice of Termination is given,
and, in lieu of any other severance payments that may become payable under this
Agreement, the "Severance Payment" set forth in subparagraph (b) below.

            (b) In the event of an Involuntary Termination, in lieu of any
further salary or bonus payments to the Employee for periods subsequent to the
date of the Involuntary Termination, the Employer shall pay to the Employee, or
in the event of his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, subject to the limitation set forth in subparagraph
(c), Severance Payments in an amount equal to the sum of:

                  (i) three hundred percent (300%) of the Employee's average
                  annual base salary and average annual bonus for the most
                  recent five (5) calendar years (or a lesser number of years if
                  employee has not been employed for five (5) years);

                  (ii) upon the election of the Employee at his sole discretion,
                  an amount equivalent to the excess, if any, of the aggregate
                  fair market value (measured as of the close of trading on the
                  date of Involuntary Termination) of all shares of any class or
                  series of the Employer's capital stock issuable upon exercise
                  of the outstanding exercisable employee stock options granted
                  to the Employee over the aggregate exercise price of such
                  options; and such options shall thereupon be cancelled and of
                  no further force or effect; and

                  (iii) the amount of Employee's COBRA Health Insurance payments
                  for an eighteen (18) month period.

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            (c) Voluntary Termination by Employee After One (1) Year of Service
Following a Change in Control. Notwithstanding anything hereinabove to the
contrary if, after a Change in Control, Employee has worked one (1) year
following the date of the Change in Control and if the new Employer and Employee
have not reached agreement on a new employment contract, Employee can give
notice of termination with or without cause, and receive in lieu of the
severance payment under Section 4.9.2 (a) and (b), subject to the limitations
set forth in subparagraph (d), severance payments in an amount equal to the sum
of (i) two hundred percent (200%) of Employee's annual base salary and average
annual bonus for the most recent five (5) calendar years (or lesser number of
years if Employee has not been employed for five (5) years), plus (ii) upon the
election of the Employee at his sole discretion, an amount equivalent to the
excess, if any, of the aggregate fair market value (measured as of the close of
trading on the date which is one year after a Change in Control) of all shares
of any class or series of the Employer's capital stock issuable upon exercise of
the outstanding exercisable employee stock options granted to the Employee over
the aggregate exercise price of such options; and such options shall thereupon
be cancelled and of no further force or effect.

                  No Severance Payment shall be due and payable to the Employee
under this Agreement in the event the Employee resigns or terminates his
employment with the Employer or the Employer terminates the Employee's
employment, except as specifically provided in Section 4.9.2(a), (b) or (c) or
as in provided Section 2.5 and 4.1.

            (d) All payments made to the Employee pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder to the extent such
laws are applicable to Employer.

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            (e) The full Severance Payment shall be made by the Employer to the
Employee in a lump sum on the tenth business day (the "Payment Date") following
the date of Involuntary Termination; or date of voluntary termination under
Section 4.9.2(c).

            (f) Any purported termination by the Employer or by the Employee
shall be communicated by written Notice of Termination to the other party hereto
in accordance with Section 7.1 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provisions in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.

            (g) In the event of an Involuntary Termination of Employee, should
Employee or the Employee's spouse or any member of the Employee's immediate
family residing in Employee's household ("Associate") own any stock of Employer,
then at the option of Employee and at the option of Associates of Employee by
written notice to Employer, Employer shall use its best efforts, as allowed by
law and regulation to cause the stock owned by the Employee or by an Associate
of Employee to be purchased by Employer, Employer's ESOP or some other party at
the instance of the Employer at the fair market value of the stock, said
purchase to occur, if at all, within sixty (60) days following the Involuntary
Termination.

                            5. RESTRICTIVE COVENANTS

            5.1 Covenant Not to Compete. As a material inducement to execute
this Agreement, and as consideration for the Employer's obligations under
Sections 4.1, and 4.9 of this Agreement, Employee agrees that in the event of
any Termination of employment, Employee will not compete with Employer during
the one year period beginning on the date of the Termination. "Compete" shall
mean both to engage, directly or indirectly in any business in

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which Employer has engaged during the term of the Agreement, or in the financial
services business in any manner whatsoever, including, but not limited to,
competing as a proprietor, partner, investor, stockholder, director, officer,
employee, consultant, independent contractor, or otherwise, within a geographic
area of twenty (20) miles of any office of Employer. "Employer" means Peoples
Ohio Financial Corporation and any subsidiary thereof and any corporation,
partnership, joint venture, company or entity in which Employer or its
subsidiaries have a financial interest. Employer may enforce the provisions of
this section by suit for damages, injunction, or both. The parties acknowledge
that Employer would be irreparably injured by the breach of any provision of
this section, and money damages alone would not be an appropriate measure of
harm to Employer from such continuing breach. Therefore, equitable relief,
including specific performance of these provisions by temporary restraining
order, for preliminary and permanent injunction, would be an appropriate remedy
for breach by these provisions. This Section 5.1 will not prohibit Employee from
directly or indirectly owning or acquiring any capital stock or similar
securities that are listed on a securities exchange or quoted on the Nasdaq and
do not represent more than 5% of the outstanding capital stock of any financial
services company. The Employer and Employee agree that the portion of the
compensation payable pursuant to Sections 4.1 or 4.9 of the Agreement shall be
Seventy-five percent (75%) of one year of Employee's base salary in effect and
annual bonus most recently paid at the time of Employee's termination of
employment.

            5.2 Covenant Not to Disclose. Employee recognizes and acknowledges
that the knowledge of the business activities and plans for business activities
of Employer and affiliates thereof, as such affiliates as may exist from time to
time, is a valuable, special and unique asset of the business of Employer.
Employee will not, during or after the term of his employment,

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disclose any knowledge of the past, present, planned or considered business
activities of Employer or any affiliate thereof to any person, firm,
corporation, or other entity for any reason or purpose whatsoever except as
required by legal process or pursuant to a formal regulatory request. In the
event of a breach or threatened breach by Employee of the provisions of this
Section, Employer will be entitled to a temporary restraining order, preliminary
and permanent injunction restraining Employee from violating the provisions of
this Section or from threatening to violate such provisions. Nothing herein will
be construed as prohibiting Employer from pursuing any other remedies available
to Employer for breach or threaten to breach, including the recovery of money
damages from Employee.

            5.3 Non Solicitation. Employee agrees not to solicit customers of
the Employer and any affiliates for a period of one (1) year after a termination
of Employment. Employee also agrees not to solicit to hire any employees of the
Employer or its affiliates for a period of one (1) year after the termination of
this Agreement.

               6. REMEDIES IN THE EVENT OF CONTROVERSIES OR BREACH

            6.1 Damages for Breach of Contract. In the event of a breach of this
Agreement by either the Employer or the Employee, resulting in damages to the
other party, the party so damaged may recover from the breaching party any and
all damages that may be sustained, provided, however, that in the event of an
Involuntary Termination involving Severance Payments under Section 4.9.2(b) or a
voluntary termination by Employee under Section 4.9.2(c), such Severance
Payments shall be in full satisfaction of any salary under this Agreement
excluding salary earned prior to such Involuntary Termination or such Voluntary
Termination but not paid.

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            6.2. Arbitration. (a) Except as provided in Paragraph (b) hereunder,
any controversy or claim arising out of or relating to this Agreement or the
breach of this Agreement which cannot be resolved by the Employee and the
Employer, including any dispute as to the calculation of the Employee's benefits
or any reduction of the Severance Payment pursuant to Section 4.9(c) above,
shall, at the instance of either the Employee or the Employer, be submitted to
arbitration in accordance with Ohio law and the procedures of the American
Arbitration Association. The determination of the arbitrator(s) shall be
conclusive and binding on the Employer and the Employee. Judgment may be entered
on the arbitrator(s)' award in any court having jurisdiction; provided, however,
that the Employee shall be entitled to seek specific performance of his right to
be paid until the date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement; (b) as an
exception to the mandatory arbitration provisions of 6.2(a) and 6.3 mediation
provisions, Employer and Employee are not bound to arbitrate or mediate any
claim or controversy arising out of or relating to this Agreement in the event
of a Change in Control or in the event Employer seeks to enforce any of the
Restrictive Covenants contained in Section 5 above.

            6.3 Mediation. Prior to submitting a case to arbitration, the
parties agree to make a good faith effort to mediate any disputes between them
with the use of an impartial third party mediator mutually chosen by the
parties.

            6.4 Assistance in Litigation. The Employee shall, during the term of
this Agreement and for one full year after the expiration or termination of this
Agreement, upon reasonable notice, furnish such information and proper
assistance to the Employer as may reasonably required by the Employer in
connection with any litigation in which it or any of its

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subsidiaries or affiliates is, or may become, a party. All provisions of this
Agreement shall be subject to the Employee's compliance with this Section.

                              7. GENERAL PROVISIONS

            7.1 Notices. Any notices to be given hereunder by either party to
the other may be affected by personal delivery in writing or by mail, registered
or certified postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the introductory
paragraph of this Agreement, but each party may change his address by written
notice in accordance with this paragraph. Notice delivered personally shall be
deemed communicated as of actual receipt; mailed notices shall be deemed
communicated as of the second day following deposit in the United States mail.

            7.2 Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, or other than certain stock option
agreements, between the parties hereto with respect to the employment in any
manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreement, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the party to be charged.

            7.3 Partial Invalidity. If any provisions of this Agreement are held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

            7.4 Assignment. This Agreement and the rights and obligations of the
parties hereto shall bind and inure to the benefit of any successor or
successors of the Employer and any assignee of all or substantially all of its
business and properties, except as to such successor or

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assignee of the Employer, neither this Agreement nor any rights or benefits
hereunder may be assigned by the Employer, except by operation of law. This
Agreement and all rights of the Employee hereunder shall inure to the benefit of
and be enforceable by the Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributors, devisees and
legatees.

            7.5 Law Governing Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, Section 563.39 and
563.161 Chapter V, Title 12 of the Code of Federal Regulations and Office of
Thrift Supervision Regulatory Bulletin 27(a).

      Executed in Troy, Ohio, as of the day and year first above written.

ATTEST:                              EMPLOYER:

                                     PEOPLES OHIO FINANCIAL CORPORATION

/s/ Allan M. Kappers                 BY: /s/ William J. McGraw
-------------------------------          ---------------------------------------
                                         ITS VICE CHAIRMAN OF THE BOARD

                                     PEOPLES SAVINGS BANK OF TROY

/s/ Laura M. Kangas                  BY: /s/ William E. Lukens
-------------------------------          ---------------------------------------
                                         ITS CHAIRMAN OF THE BOARD

WITNESS:                             EMPLOYEE:

/s/ Allan M. Kappers                 /s/ Richard J. Dutton
-------------------------------      -------------------------------------------
                                     RICHARD J. DUTTON

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