Exhibit 10

                              EMPLOYMENT AGREEMENT

         This  Agreement is made effective as of October __, 2005 by and between
Wayne Savings Community Bank (the "Bank"), an Ohio savings and loan association,
with its principal  administrative  office at 151 North Market Street,  Wooster,
Ohio  and H.  Stewart  Fitz  Gibbon  III (the  "Executive").  Any  reference  to
"Company"  herein shall mean Wayne  Savings  Bancshares,  Inc. the stock holding
company parent of the Bank or any successor thereto.

         WHEREAS,  the Bank wishes to assure itself of the continued services of
Executive for the period provided in this Agreement; and

         WHEREAS, Executive is willing to continue to serve in the employ of the
Bank on a full-time basis for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES

         During  the period of his  employment  hereunder,  Executive  agrees to
serve as Senior  Vice  President  and Chief  Financial  Officer of the Bank (the
"Executive Position"). As Senior Vice President and Chief Financial Officer, the
Executive shall be the principal  financial and accounting  officer of the Bank,
and shall be responsible for the financial and accounting  function at the Bank,
including financial reporting,  preparation of periodic securities reports filed
with the  Securities  and  Exchange  Commission,  and  preparation  of financial
reports filed with the Bank's banking regulators.  During said period, Executive
also agrees to serve,  if elected,  as an officer of any subsidiary or affiliate
of the Bank.  Failure to reelect Executive to the Executive Position without the
consent of the  Executive  during  the term of this  Agreement  (except  for any
termination  for Cause,  as defined  herein)  shall  constitute a breach of this
Agreement.

2.       TERMS AND DUTIES

         (a) The period of Executive's  employment  under this  Agreement  shall
begin as of the date first  above  written  and shall  continue  for a period of
twenty-four  full calendar  months  thereafter.  Within thirty days prior to the
first  anniversary date of this Agreement,  and within thirty days prior to each
anniversary date  thereafter,  the Board of Directors of the Bank ("Board") will
conduct a  performance  evaluation  and review of the  Executive for purposes of
determining  whether to extend the Agreement,  and the results  thereof shall be
included in the minutes of the Board's  meeting and  communicated  to Executive.
Upon a favorable performance  evaluation,  the Board shall renew the term of the
Agreement  for an  additional  year  from the  anniversary  date  such  that the
remaining  term  shall be two years;  provided,  however,  if written  notice of
nonrenewal  is provided to  Executive at least ten days and not more than thirty
days prior to any  anniversary  date,  the Agreement  shall expire at the end of
twenty-four months following such anniversary date.

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         (b) During the period of his employment  hereunder,  except for periods
of absence occasioned by illness,  reasonable  vacation periods,  and reasonable
leaves of absence,  Executive shall devote  substantially all his business time,
attention,  skill,  and  efforts  to the  faithful  performance  of  his  duties
hereunder  including  activities  and  services  related  to  the  organization,
operation and management of the Bank; provided, however, that, with the approval
of the Board,  as evidenced by a  resolution  of such Board,  from time to time,
Executive  may serve,  or continue to serve,  on the boards of directors of, and
hold  any  other  offices  or  positions  in,  business  companies  or  business
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Bank,  or materially  affect the  performance  of  Executive's
duties  pursuant to this  Agreement  (for purposes of this Section  2(b),  Board
approval shall be deemed provided as to service with any such business companies
or organizations that Executive was serving as of the date of this Agreement).

3.       COMPENSATION AND REIMBURSEMENT.

         (a) The  compensation  specified under this Agreement shall  constitute
the salary and benefits paid for the duties  described in Section 2(b). The Bank
shall pay Executive as  compensation  a salary of not less than $______ per year
("Base Salary").  Such Base Salary shall be payable biweekly.  During the period
of this Agreement,  Executive's Base Salary shall be reviewed at least annually.
Such review shall be conducted by a Committee  designated by the Board,  and the
Board may  increase,  but not  decrease  (except a  decrease  that is  generally
applicable  to all  employees),  Executive's  Base Salary (any  increase in Base
Salary  shall  become the "Base  Salary"  for  purposes of this  Agreement).  In
addition  to the Base  Salary  provided  in this  Section  3(a),  the Bank shall
provide  Executive at no cost to Executive  with all such other  benefits as are
provided  uniformly to permanent  full-time  employees of the Bank.  Base Salary
shall include any amounts of compensation  deferred by Executive under qualified
and nonqualified plans maintained by the Bank.

         (b) The Bank  will  provide  Executive  with  employee  benefit  plans,
arrangements  and  perquisites   substantially  equivalent  to  those  in  which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the Bank will not,  without
Executive's prior written consent, make any changes in such plans,  arrangements
or  perquisites  which would  adversely  affect  Executive's  rights or benefits
thereunder,  except as to any changes that are applicable to all employees or as
reasonably or  customarily  available.  Without  limiting the  generality of the
foregoing  provisions  of this  Subsection  (b),  Executive  will be entitled to
participate in or receive  benefits under any employee  benefit plans  including
but not limited to, retirement  plans,  supplemental  retirement plans,  pension
plans, profit-sharing plans,  health-and-accident plans, medical coverage or any
other  employee  benefit plan or  arrangement  made available by the Bank in the
future to its senior executives and key management employees,  subject to and on
a basis consistent with the terms, conditions and overall administration of such
plans and arrangements. Executive will be entitled to incentive compensation and
bonuses as  provided in any plan of the Bank in which  Executive  is eligible to
participate  (and he shall be  entitled  to a pro rata  distribution  under  any
incentive  compensation  or bonus plan as to any year in which a termination  of
employment  occurs,  other than  termination  for  Cause).  Nothing  paid to the
Executive under any such plan or arrangement

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will be deemed to be in lieu of other  compensation  to which the  Executive  is
entitled under this Agreement.

         (c) In addition to the Base Salary  provided  for by  paragraph  (a) of
this Section 3, the Bank shall pay or  reimburse  Executive  for all  reasonable
travel and other  reasonable  expenses  incurred  by  Executive  performing  his
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board may from time to time determine.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

         (a) Upon the occurrence of an Event of Termination  (as herein defined)
during the Executive's term of employment  under this Agreement,  the provisions
of  this  Section  shall  apply.  As  used  in  this  Agreement,  an  "Event  of
Termination"  shall mean and include any one or more of the  following:  (i) the
termination  by the Bank or the  Company  of  Executive's  full-time  employment
hereunder  for any reason  other than (A)  termination  for Cause (as defined in
Section 7 hereof),  (B) upon Retirement (as defined in Section 6 hereof), or (C)
for Disability (as set forth in Section 5 hereof); (ii) Executive's  resignation
from the  Bank's  employ  following  (A) any  failure  to elect or reelect or to
appoint or reappoint Executive to the Executive Position,  (B) a material change
in Executive's function,  duties, or responsibilities,  which change would cause
Executive's  position  to become one of lesser  responsibility,  importance,  or
scope from the position and attributes  thereof described in Section 1 above, to
which Executive has not agreed in writing (and any such material change shall be
deemed a continuing  breach of this Agreement),  (C) a relocation of Executive's
principal  place of employment to a location more than 30 miles outside the City
of Wooster,  or a material reduction in the benefits and perquisites,  including
Base Salary, to the Executive from those being provided as of the effective date
of this  Agreement  (except for any reduction  that is part of an  employee-wide
reduction in pay or benefits),  (D) a liquidation  or dissolution of the Bank or
the Company, or (E) material breach of this Agreement by the Bank; and (iii) the
event  specified  in  Section  4(b)  hereof.  Upon the  occurrence  of any event
described in clauses (ii) (A), (B), (C), (D) or (E) above,  Executive shall have
the  right to  elect  to  terminate  his  employment  under  this  Agreement  by
resignation  upon not less than  thirty  (30) days prior  written  notice  given
within  a  reasonable  period  of  time  (not  to  exceed,  except  in case of a
continuing  breach,  four  calendar  months) after the event giving rise to said
right to elect, which termination by Executive shall be an Event of Termination.
No payments or benefits shall be due to Executive  under this Agreement upon the
termination of Executive's  employment  except as provided in Sections 3, 4 or 5
hereof.

         (b) As used in this Agreement,  an Event of Termination shall also mean
and include Executive's  involuntary  termination or voluntary  resignation from
the Bank's employ on the effective date of, or at any time  following,  a Change
in Control during the term of this Agreement.  For these  purposes,  a Change in
Control  of the Bank or the  Company  shall mean a change in control of a nature
that:  [(i) would be  required  to be  reported  in response to Item 1(a) of the
current report on Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the  Securities  Exchange Act of 1934 (the "Exchange  Act")];  or
(ii)  results  in a Change in  Control  of the Bank or the  Company  within  the
meaning of the Bank Holding  Company Act ("BHCA"),  as amended,  and  applicable
rules and regulations  promulgated

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thereunder (collectively,  the "BHCA") as in effect at the time of the Change in
Control; or (iii) without limitation such a Change in Control shall be deemed to
have  occurred at such time as (a) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange  Act) is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Company  representing 25% or more of the combined voting power
of Company's outstanding securities,  except for any securities purchased by the
Bank's employee stock ownership plan or trust; or (b) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose nomination for election by the Company's  stockholders was approved by the
same  Nominating  Committee  serving  under an  Incumbent  Board,  shall be, for
purposes  of this  clause  (b),  considered  as  though  he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of
all or  substantially  all the  assets  of the Bank or the  Company  or  similar
transaction  in  which  the Bank or  Company  is not the  surviving  institution
occurs;  or (d) a proxy statement  soliciting  proxies from  stockholders of the
Company,  by someone other than the current  management of the Company,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Company  or similar  transaction  with one or more  corporations  as a result of
which the outstanding shares of the class of securities then subject to the plan
are to be exchanged  for or converted  into cash or property or  securities  not
issued  by the  Company;  or (e) a  tender  offer is made for 25% or more of the
voting securities of the Company and the shareholders  owning beneficially or of
record 25% or more of the outstanding securities of the Company have tendered or
offered to sell their  shares  pursuant to such tender  offer and such  tendered
shares have been accepted by the tender offeror.

         (c) Upon the  occurrence  of an Event of  Termination,  as  defined  in
Section  4(a) or 4(b),  the Bank  shall pay  Executive,  or, in the event of his
subsequent death, his beneficiary or  beneficiaries,  or his estate, as the case
may be, as severance pay or liquidated  damages, or both, a cash amount equal to
the greater of the payments due for the remaining term of the Agreement,  or two
(2)  times  the sum of:  (i) the  highest  annual  rate of Base  Salary  paid to
Executive  at any time under  this  Agreement,  and (ii) the  greater of (x) the
average  annual cash bonus paid to Executive  with respect to the two  completed
fiscal  years prior to the Event of  Termination,  or (y) the cash bonus paid to
Executive  with  respect  to  the  fiscal  year  ended  prior  to the  Event  of
Termination;  provided  however,  that if the Bank is not in compliance with its
minimum capital  requirements or if such payments would cause the Bank's capital
to be reduced below its minimum  capital  requirements,  such payments  shall be
deferred until such time as the Bank is in capital  compliance.  At the election
of the Executive, which election may be made annually by January 31 of each year
and is irrevocable for the year in which made (and once payments commence), such
payments shall be made in a lump sum or paid quarterly during the remaining term
of the agreement  following the  Executive's  termination.  In the event that no
election is made,  payment to the  Executive  will be made on a quarterly  basis
during the remaining term of the  Agreement.  Such payments shall not be reduced
in the event the Executive  obtains other  employment  following  termination of
employment.

         (d) Upon the occurrence of an Event of Termination, the Bank will cause
to be continued life, medical and dental coverage substantially  comparable,  as
reasonably or

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customarily  available,  to the coverage  maintained  by the Bank for  Executive
prior to his  termination,  except to the extent such coverage may be changed in
its application to all Bank employees or is not available on an individual basis
to a terminated  employee.  Such coverage  shall cease  twenty-four  (24) months
following the Event of Termination.

         (e)      Notwithstanding anything to the contrary in this Agreement, in
                  the event that:

                  (i)      the  aggregate  payments  or  benefits  to be made or
                           afforded to Executive  (the  "Termination  Benefits")
                           would be  deemed  to  include  an  "excess  parachute
                           payment"  under  Section  280G  of  the  Code  or any
                           successor thereto, and

                  (ii)     if  such  Termination  Benefits  were  reduced  to an
                           amount (the  "Non-Triggering  Amount"),  the value of
                           which is one dollar ($1.00) less than an amount equal
                           to the total  amount of  payments  permissible  under
                           Section 280G of the Code or any successor thereto,

then the Termination  Benefits to be paid to Executive shall be so reduced so as
to be a Non-Triggering  Amount.  The allocation of the reduction required hereby
among Termination  Benefits provided by the preceding paragraphs of this Section
4 shall be determined by the Executive.

5.       TERMINATION FOR DISABILITY.

         (a) If, as a result of Executive's incapacity due to physical or mental
illness,  he shall have been absent from his duties with the Bank or the Company
on a full-time basis for six (6) consecutive months, and within thirty (30) days
after  written  notice  of  potential  termination  is given  he shall  not have
returned to the  full-time  performance  of his duties,  the Bank may  terminate
Executive's employment for "Disability."

         (b) The Bank will pay Executive, as disability pay, a bi-weekly payment
equal to 75% of the  Executive's  bi-weekly rate of Base Salary on the effective
date of such  termination.  These  disability  payments  shall  commence  on the
effective date of Executive's termination and will end on the earlier of (i) the
date  Executive  returns  to the  full-time  employment  of the Bank in the same
capacity as he was employed prior to his termination for Disability and pursuant
to an employment  agreement  between  Executive and the Bank;  (ii)  Executive's
full-time employment by another employer; (iii) Executive attaining a Retirement
age as identified in Section 6; or (iv)  Executive's  death.  The disability pay
shall be reduced by the amount,  if any, paid to the Executive under any plan of
the Bank or the Company providing disability benefits to the Executive.

         (c) The Bank will  cause to be  continued  life,  medical,  and  dental
coverage substantially  comparable,  as reasonable or customarily available,  to
the coverage  maintained by the Bank for Executive  prior to his termination for
Disability, except to the extent such coverage may be changed in its application
to all Bank  employees.  This  coverage  shall cease upon the earlier of (i) the
date  Executive  returns  to the  full-time  employment  of the Bank in the same

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capacity as he was employed prior to his termination for Disability and pursuant
to an employment  agreement  between  Executive and the Bank;  (ii)  Executive's
full-time  employment  by  another  employer;   (iii)  Executive  attaining  the
Retirement age as identified in Section 6; or (iv) Executive's death.

         (d)  Notwithstanding  the foregoing,  there will be no reduction in the
compensation  otherwise  payable to  Executive  during any period  during  which
Executive is incapable of performing his duties hereunder by reason of temporary
disability.

6.       TERMINATION UPON RETIREMENT.

         Termination by the Bank of the Executive  based on  "Retirement"  shall
mean  termination  of  executive  in  accordance  with  any  retirement   policy
established  with  Executive's  consent with respect to him. Upon termination of
Executive upon  Retirement,  no amounts or benefits shall be due Executive under
this  Agreement  and the Executive  shall be entitled to all benefits  under any
retirement plan of the Bank and other plans to which Executive is a party.

7.        TERMINATION FOR CAUSE.

         The term "Termination for Cause" shall mean termination  because of the
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  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.  Notwithstanding  the  foregoing,
Executive shall not be deemed to have been Terminated for Cause unless and until
there shall have been  delivered to him a copy of a  resolution  duly adopted by
the affirmative  vote of not less than a majority of the members of the Board at
a meeting of the Board called and held for that purpose (after reasonable notice
to Executive and an  opportunity  for him,  together  with counsel,  to be heard
before  the  Board),  finding  that in the  good  faith  opinion  of the  Board,
Executive was guilty of conduct justifying  Termination for Cause and specifying
the  particulars  thereof in detail.  The Executive  shall not have the right to
receive  compensation  or other  benefits for any period after  Termination  for
Cause.  Any  non-vested  stock options or restricted  stock granted to Executive
under any stock option plan or restricted stock plan of the Bank, the Company or
any subsidiary or affiliate  thereof,  shall become null and void effective upon
Executive's  receipt of Notice of  Termination  for Cause  pursuant to Section 8
hereof,  and any non-vested  stock options shall not be exercisable by Executive
at any time subsequent to such  Termination for Cause,  (unless it is determined
in  arbitration  that grounds for  termination  of  Executive  for Cause did not
exist,  in which  event all terms of the options or  restricted  stock as of the
date of  termination  shall  apply,  and any time  periods for  exercising  such
options shall commence from the date of resolution in arbitration).

8.       NOTICE.

         (a)  Any  purported   termination  by  the  Bank  for  Cause  shall  be
communicated  by Notice of Termination  to the  Executive.  For purposes of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision

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in this Agreement relied upon and shall set forth in reasonable detail the facts
and  circumstances  claimed to provide a basis for  termination  of  Executive's
employment  under the provision so indicated.  If, within thirty (30) days after
any Notice of Termination for Cause is given, the Executive notifies the Bank or
the Company that a dispute exists concerning the termination,  the parties shall
promptly  proceed  to  arbitration.  Notwithstanding  the  pendency  of any such
dispute, the Bank and the Company may discontinue to pay Executive  compensation
until the dispute is finally  resolved in accordance with this Agreement.  If it
is determined  that  Executive is entitled to  compensation  and benefits  under
Section 4 of this Agreement,  the payment of such  compensation  and benefits by
the Bank and Company shall commence immediately following the date of resolution
by  arbitration,  with interest due Executive on the cash amount that would have
been paid pending arbitration (at the prime rate as published in the Wall Street
Journal from time to time).

         (b) Any other  purported  termination by the Bank or by Executive shall
be communicated  by a Notice of Termination to the other party.  For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in detail the facts and  circumstances  claimed to provide a
basis for termination of employment  under the provision so indicated.  "Date of
Termination" shall mean the date of the Notice of Termination. If, within thirty
(30) days after any Notice of  Termination  is given,  the party  receiving such
Notice of Termination  notifies the other party that a dispute exists concerning
the  termination,  the parties shall promptly proceed to arbitration as provided
in  Section  18 of this  Agreement.  Notwithstanding  the  pendency  of any such
dispute, the Bank shall continue to pay the Executive his Base Salary, and other
compensation  and benefits in effect when the notice  giving rise to the dispute
was given (except as to termination of Executive for Cause). In the event of the
voluntary  termination by the Executive of his employment,  which is disputed by
the Bank, and if it is determined in arbitration  that Executive is not entitled
to termination  benefits  pursuant to this  Agreement,  he shall return all cash
payments made to him pending resolution by arbitration, with interest thereon at
the prime rate as published  in the Wall Street  Journal from time to time if it
is  determined  in  arbitration  that  Executive's   voluntary   termination  of
employment  was not taken in good faith and not in the  reasonable  belief  that
grounds existed for his voluntary termination.

9.       POST-TERMINATION OBLIGATIONS.

         (a) All payments and benefits to Executive  under this Agreement  shall
be subject to Executive's compliance with paragraph (b) of this Section 9 during
the term of this  Agreement  and for one (1) full year after the  expiration  or
termination hereof.

         (b) Executive shall, upon reasonable  notice,  furnish such information
and  assistance  to the  Bank  as may  reasonably  be  required  by the  Bank in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become, a party.

         (c) Executive  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  Executive will not, during or after the term
of his  employment,  disclose  any  knowledge of the past,  present,

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planned or considered  business  activities of the Bank or affiliates thereof to
any  person,  firm,  corporation,  or other  entity  for any  reason or  purpose
whatsoever  (except for such disclosure as may be required to be provided to the
Office of Thrift Supervision ("OTS"), the Federal Deposit Insurance  Corporation
(the "FDIC"), or other federal banking agency with jurisdiction over the Bank or
Executive).  Notwithstanding the foregoing, Executive may disclose any knowledge
of banking,  financial and/or economic  principles,  concepts or ideas which are
not solely and exclusively derived from the business plans and activities of the
Bank,  and  Executive  may disclose any  information  regarding  the Bank or the
Company  which is  otherwise  publicly  available.  In the  event of a breach or
threatened breach by the Executive of the provisions of this Section 9, the Bank
will be entitled to an injunction  restraining  Executive  from  disclosing,  in
whole or in part,  the  knowledge of the past,  present,  planned or  considered
business  activities of the Bank or affiliates  thereof,  or from  rendering any
services to any person, firm, corporation,  other entity to whom such knowledge,
in whole or in  part,  has been  disclosed  or is  threatened  to be  disclosed.
Nothing herein will be construed as prohibiting the Bank from pursuing any other
remedies available to the Bank for such breach or threatened  breach,  including
the recovery of damages from Executive.

10.      SOURCE OF PAYMENTS.

         All payments provided in this Agreement shall be timely paid in cash or
check from the  general  funds of the Bank.  The  Company,  however,  guarantees
payment and  provision of all amounts and  benefits  due  hereunder to Executive
and,  if such  amounts  and  benefits  due from the Bank are not timely  paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.

11.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes  any prior  employment  agreement  between the Bank or any
predecessor  of the Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of  a  kind  elsewhere  provided.  No  provision  of  this  Agreement  shall  be
interpreted to mean that  Executive is subject to receiving  fewer benefits than
those available to him without reference to this Agreement.

12.      NO ATTACHMENT.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.

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13.      MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument  in  writing  signed  by  the  parties  hereto.  Notwithstanding  the
foregoing,  in the event that the Board of  Directors  of either the Bank or the
Company  determines,  after  a  review  of  Section  409A  of the  Code  and all
applicable  Internal  Revenue Service  guidance,  that this Agreement  should be
amended to comply with  Section  409A of the Code then the Board of Directors of
either the Bank or the  Company  may amend this  Agreement  to make any  changes
required to comply with Section 409A of the Code.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

14.      REQUIRED REGULATORY PROVISIONS.

         (a) The  Bank's  Board  of  Directors  may  terminate  the  Executive's
employment at any time,  but any  termination  by the Bank's Board of Directors,
other than  Termination  for Cause,  shall not  prejudice  Executive's  right to
compensation  or other benefits under this  Agreement.  Executive shall not have
the  right to  receive  compensation  or other  benefits  for any  period  after
Termination for Cause as defined in Section 7 hereinabove.

         (b) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating  in the conduct of the Bank's affairs by a notice
served under Section  8(e)(3) (12 U.S.C.  ss.ss.  1818(e)(3)) or 8(g) (12 U.S.C.
ss. 1818(g)) of the Federal Deposit Insurance Act (the "FDI Act"), as amended by
the Financial  Institutions  Reform,  Recovery and  Enforcement Act of 1989, the
Bank's  obligations  under this  contract  shall be  suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed,  the Bank may in its discretion (i) pay the Executive all or part
of the compensation withheld while their contract obligations were suspended and
(ii)  reinstate  (in  whole  or in  part)  any of  the  obligations  which  were
suspended.

         (c) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e) (12 U.S.C.  ss.ss.  1818(e)) or 8(g) (12 U.S.C. ss. 1818(g)) of the
FDI  Act,  as  amended  by  the  Financial  Institutions  Reform,  Recovery  and
Enforcement  Act of 1989, all  obligations of the Bank under this contract shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

         (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. ss.
1813(x)(1))  of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989, all obligations of
the Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.



                                       9
<PAGE>

         (e)  All   obligations  of  the  Bank  under  this  contract  shall  be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued  operation of the institution,  (i) by the Director,
at the time FDIC or the Resolution Trust Corporation enters into an agreement to
provide  assistance  to or on behalf of the Bank; or (ii) by the OTS at the time
the OTS or its  District  Director  approves  a  supervisory  merger to  resolve
problems related to the operations of the Bank or when the Bank is determined by
the OTS or FDIC to be in an  unsafe  or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

         (f) Any  payments  made to  Executive  pursuant to this  Agreement,  or
otherwise,  are subject to and  conditioned  upon their  compliance  with 12 USC
Section 1828(k) and any regulations promulgated thereunder.

15.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17.      GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the State of Ohio but
only to the extent not superseded by federal law.

18.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location selected by the employee within the
Cleveland  metropolitan  area,  in  accordance  with the  rules of the  American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive 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.

19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank,

                                       10
<PAGE>

provided  that the dispute or  interpretation  has been settled by Executive and
the Bank or resolved in the Executive's favor.

20.      INDEMNIFICATION.

         The Bank and the Company shall provide Executive  (including his heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers'  liability  insurance  policy  at its  expense,  and  shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  federal law against all  expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer  of the Bank or the  Company  (whether  or not he  continues  to be a
director or officer at the time of incurring such expenses or liabilities), such
expenses and  liabilities to include,  but not be limited to,  judgments,  court
costs  and  attorneys'  fees  and  the  cost  of  reasonable  settlements  (such
settlements  must be  approved  by the  Board  of  Directors  of the Bank or the
Company, as appropriate),  provided, however, neither the Bank nor Company shall
be required to  indemnify  or  reimburse  the  Executive  for legal  expenses or
liabilities  incurred in connection with an action,  suit or proceeding  arising
from any illegal or fraudulent act committed by the Executive.

21.      SUCCESSOR TO THE BANK.

         The Bank shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the business or assets of the Bank or the Company,  expressly
and  unconditionally to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.

                            [Signature page follows]



                                       11
<PAGE>


                                   SIGNATURES


         IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement
to be executed and their seals to be affixed  hereunto by their duly  authorized
officers,  and  Executive has signed this  Agreement,  on the day and date first
above written.





ATTEST:                               WAYNE SAVINGS COMMUNITY BANK


                                      By:
---------------------------------          -------------------------------------
                                           President and Chief Executive Officer



WITNESS:                              EXECUTIVE:



                                      By:
---------------------------------          -------------------------------------
                                           H. Stewart Fitz Gibbon III


CONSENT OF GUARANTOR (PURSUANT
TO SECTION TEN HEREOF)

WAYNE SAVINGS BANCSHARES, INC.


By:
     --------------------------------------------
     President and Chief Executive Officer


                                       12