**Exhibit
      10.2**





**WAYNE
      SAVINGS COMMUNITY BANK**


**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT**





This
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered
      into as of November 30, 2006 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 Bryan K. Fehr (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
      Executive is currently employed as Executive Vice President and Chief Operations
      Officer for the Bank pursuant to an employment agreement between the Bank and
      the Executive entered into effective as of May 27, 2004 (the “Prior Employment
      Agreement”);





**WHEREAS** ,
      the
      Bank desires to amend and restate the Prior Employment Agreement in order to
      make changes to comply with Section 409A of the Internal Revenue Code of 1986,
      as amended (the “Code”), as well as certain other changes;





**WHEREAS** ,
      the
      Bank desires to be ensured of the continued services of the Executive for the
      period provided in this Agreement; and





**WHEREAS** ,
      the
      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 Executive
      Vice President and Chief Operations Officer for the Bank (the “Executive
      Position”). As Executive Vice President and Chief Operations Officer, the
      Executive agrees to serve under the direction of the President and CEO of the
      Bank and will provide administration to oversee the Bank's operations. 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 thirty-six 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
      three 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 thirty-six months
      following such anniversary date.





(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 provided on the attached exhibit to the Prior
      Employment 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 $108,500 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


2


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 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 8 hereof), (B) upon Retirement
      (as defined in Section 7 hereof), or (C) for Disability (as set forth in Section
      6 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, 5 or 6 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


3


Agreement.
      For these purposes, a Change in Control shall mean a
      change
      in the ownership of the Bank or the Company, a change in the effective control
      of the Bank or the Company or a change in the ownership of a substantial portion
      of the assets of the Bank or the Company, in each case as provided under Section
      409A of the Code and the regulations thereunder .





(c)  Within
      30
      days 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 (but not both), a lump sum cash amount
      equal
      to three (3) times the sum of: (i) the highest annual rate of Base Salary paid
      to Executive at any time under this Agreement, (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, and (iii) the value of the employer matching contributions made
      on
      the Executive’s behalf in the Wayne Savings 401(k) Retirement Plan, or any
      successor thereto, and the value of the employer contribution or allocation
      made
      on the Executive’s behalf in the Wayne Savings Community Bank Restated Employee
      Stock Ownership Plan, or any successor thereto, in the calendar year preceding
      the year in which the Event of Termination occurs; *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. 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
      customarily available, to the coverage maintained by the Bank for Executive,
      at
      no cost to the 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 thirty-six (36) months following the Event of Termination. If
      the
      provision of any of the benefits covered by this Section 4(d) would trigger
      the
      20% tax and interest penalties under Section 409A of the Code, then the
      benefit(s) that would trigger such tax and interest penalties shall not be
      provided (collectively, the “Excluded Benefits”), and in lieu of the Excluded
      Benefits the Bank shall pay to the Executive, in a lump sum within 30 days
      following termination of employment or within 30 days after such determination
      should it occur after termination of employment, a cash amount equal to the
      cost
      to the Bank of providing the Excluded Benefits .





**5.**  **TAX
      INDEMNIFICATION** .





(a)  If
      the
      payments and benefits pursuant to this Agreement, either alone or together
      with
      other payments and benefits which the Executive has the right to receive from
      the Company and the Bank would constitute a “parachute payment” as defined in
      Section 280G(b)(2) of the Code (the “Initial Parachute Payment”), then the Bank
      shall pay to the Executive, at the time such payments or benefits are paid
      and
      subject to applicable withholding requirements, a cash amount equal to the
      sum
      of the following:


4


(i)  twenty
      (20) percent (or such other percentage equal to the tax rate imposed by Section
      4999 of the Code) of the amount by which the Initial Parachute Payment exceeds
      the Executive’s “base amount” from the Company and its subsidiaries, as defined
      in Section 280G(b)(3) of the Code, with the difference between the Initial
      Parachute Payment and the Executive’s base amount being hereinafter referred to
      as the “Initial Excess Parachute Payment”;





(ii)  such
      additional amount (tax allowance) as may be necessary to compensate the
      Executive for the payment by the Executive of state and federal income and
      excise taxes on the payment provided under clause (i) above and on any payments
      under this clause (ii). In computing such tax allowance, the payment to be
      made
      under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”).
      The GUP shall be determined as follows:





Tax
                RateGUP
                =
            1-
                Tax Rate





The
      Tax
      Rate for purposes of computing the GUP shall be the highest marginal federal
      and
      state income and employment-related tax rate (including Social Security and
      Medicare taxes), including any applicable excise tax rate, applicable to the
      Executive in the year in which the payment under clause (i) above is made,
      and
      shall also reflect the phase-out of deductions and the ability to deduct certain
      of such taxes.





(b)  Notwithstanding
      the foregoing, if it shall subsequently be determined in a final judicial
      determination or a final administrative settlement to which the Executive is
      a
      party that the actual excess parachute payment as defined in Section 280G(b)(1)
      of the Code is different from the Initial Excess Parachute Payment (such
      different amount being hereafter referred to as the “Determinative Excess
      Parachute Payment”), then the Bank’s independent tax counsel or accountants
      shall determine the amount (the “Adjustment Amount”) which either the Executive
      must pay to the Bank or the Bank must pay to the Executive in order to put
      the
      Executive (or the Bank, as the case may be) in the same position the Executive
      (or the Bank, as the case may be) would have been if the Initial Excess
      Parachute Payment had been equal to the Determinative Excess Parachute Payment.
      In determining the Adjustment Amount, the independent tax counsel or accountants
      shall take into account any and all taxes (including any penalties and interest)
      paid by or for the Executive or refunded to the Executive or for the Executive’s
      benefit. As soon as practicable after the Adjustment Amount has been so
      determined, the Bank shall pay the Adjustment Amount to the Executive or the
      Executive shall repay the Adjustment Amount to the Bank, as the case may
      be.





(c)  In
      each
      calendar year that the Executive receives payments of benefits that constitute
      a
      parachute payment, the Executive shall report on his state and federal income
      tax returns such information as is consistent with the determination made by
      the
      independent tax counsel or accountants of the Bank as described above. The
      Bank
      shall indemnify and hold the Executive harmless from any and all losses, costs
      and expenses (including without limitation, reasonable attorneys’ fees,
      interest, fines and penalties) which the Executive incurs as a result of so
      reporting such information. The Executive shall promptly notify the Bank in
      writing


5


whenever
      the Executive receives notice of the institution of a judicial or administrative
      proceeding, formal or informal, in which the federal tax treatment under Section
      4999 of the Code of any amount paid or payable under this Section 5 is being
      reviewed or is in dispute. The Bank shall assume control at its expense over
      all
      legal and accounting matters pertaining to such federal tax treatment (except
      to
      the extent necessary or appropriate for the Executive to resolve any such
      proceeding with respect to any matter unrelated to amounts paid or payable
      pursuant to this Section 5) and the Executive shall cooperate fully with the
      Bank in any such proceeding. The Executive shall not enter into any compromise
      or settlement or otherwise prejudice any rights the Bank may have in connection
      therewith without the prior consent of the Bank.





**6.**  **TERMINATION
      FOR DISABILITY.**





(a)  If the
      Executive (i) is unable to engage in any substantial gainful activity by reason
      of any medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months, or (ii) is, by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months, receiving
      income replacement benefits for a period of not less than three months under
      an
      accident and health plan covering employees of the Bank , 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 of 65 as
      identified in Section 7; 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 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
      7; 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


**7.**  **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.





**8.**   **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 (other than any vested
      stock options, vested restricted stock or vested benefits under any tax
      qualified or non-qualified employee benefit plan).  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 9 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).





**9.**  **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 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


7


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 19 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.





**10.** **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 10 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, 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


8


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.





**11.** **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.





**12.** **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.





**13.** **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.





**14.** **MODIFICATION
      AND WAIVER.**





(a)  This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto. In
      addition, notwithstanding anything in this Agreement to the contrary, the Bank
      may amend in good faith any terms of this Agreement, including retroactively,
      in
      order 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


9


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.





**15.** **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 8 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. §§ 1818(e)(3)) or 8(g) (12 U.S.C.
§ 1818(g)) of the Federal Deposit Insurance Act (the “FDI Act”), 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.
      §§ 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDI Act, 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. § 1813(x)(1)) of
      the FDI Act, 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.





(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 Bank, (i) by the Director, at the time the 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.


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**16.** **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.





**17.** **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.





**18.** **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.





**19.** **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.





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





**21.** **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


11


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.





**22.** **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]**


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**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**/s/
              H. Stewart Fitz Gibbon, III
            
            By:
            /s/
              Phillip BeckerSecretary
            
            
            President
                and Chief Executive OfficerWITNESS:
            
            **EXECUTIVE:**/s/
              H. Stewart Fitz Gibbon, III
            
            /s/
              Bryan
              K. FehrBryan
                K. Fehr**CONSENT
                OF GUARANTOR (PURSUANT****TO
                SECTION TEN HEREOF)****WAYNE
                SAVINGS BANCSHARES, INC.**By:
            /s/
              Phillip BeckerPresident
                and Chief Executive Officer


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