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                                                                    EXHIBIT 10.9

                           [The Ohio Bank letterhead]


                                December 22, 1998


Mr. Jack W. Donaldson
7779 Hickory Lane
Findlay, Ohio 45840

Dear Jack:

This letter confirms and documents our discussions regarding your election to
terminate your employment with The Ohio Bank (the "Company"), accept the package
of separation benefits outlined below and provide consulting services to the
Company.

This letter will memorialize our agreement concerning the foregoing, as follows:

       1.     Your employment with the Company will formally end May 31, 1999.

       2.     All Company-provided employee pension benefits will cease on May
              31, 1999, however, you will retain any rights that are then-vested
              under the Company's employee pension benefit plans. You also will
              be entitled to any conversion rights provided by any insurer under
              the Company's group insurance plans, including any applicable life
              and disability insurance plans.

       3.     Beginning June 1, 1999, you and your current spouse will be
              provided with the coverage then being provided to ongoing Company
              employees under the Company's group health plan; this coverage
              will last until you (and in your spouse's case, your spouse) first
              becomes entitled to Medicare Part A (or a comparable government
              program). You will, of course, be responsible for any "employee"
              contributions, co-pay and deductible amounts normally paid by
              plan-covered employees and dependents.

       4.     The Company will pay you $110,000 in cash (less applicable
              withholding) in the form of severance pay. This amount will be
              paid on or before June 30, 1999. This severance pay constitutes
              full payment and satisfaction of all of your rights and claims
              against the Company (and any affiliated company), including rights
              to incentive pay, stock options, bonuses, accrued vacation pay,
              sick and/or holiday pay.

       5.     For a period of two years after termination of your employment, 
              you will make yourself available to provide such consulting
              services as may be requested of you from time to time by the
              President or Board of Directors of the Company, including service
              on the Board of Directors and committees of the Board. In addition
              to directors' fees, the Company will pay you $600,000 for your
              consulting services. 


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              This compensation will be paid in three installments - $125,000 on
              or before June 30, 1999, $235,000 on or before June 30, 2000 and
              the balance of $240,000 on or before June 30, 2001. You understand
              that director's fees and compensation for your consulting services
              are paid to you as an independent contractor and that you will be
              fully responsible for all federal, state and local taxes
              applicable to such compensation.

       6.     Without the Company's express approval, you will not, at any time
              prior to May 31, 2003, accept any other employment, or engagement
              as a proprietor, consultant, or partner, with any outside business
              or enterprise that competes with the Company within seventy-five
              (75) miles of the Hancock (Ohio) County Courthouse. You
              acknowledge and agree that the Company is entitled to specific
              performance of this provision, including an injunction to restrain
              you from competing with it.

       7.     You will not at any time use, reveal or divulge any confidential
              information about the Company. Confidential information means
              information that is not generally known and from which the Company
              derives actual or potential economic value because such
              information is not generally known by others. Confidential
              information includes, but is not limited to, sales and marketing
              information, customer account records, training and operations
              material and memoranda, personnel records, pricing and financial
              information relating to the business, accounts, customers,
              employees and affairs of the Company, financial data and lists of
              actual or potential customers.

       8.     You will sign, date and return the attached Release and Covenant 
              Not To Sue no earlier than May 31, 1999 and no later than June 15,
              1999.

Finally, the terms of this letter agreement shall remain confidential, and
neither you nor the Company will publish or publicize the terms of this letter
agreement in any manner. You will not discuss or reveal the terms of this
agreement to any persons other than you immediate family, your attorney and your
financial advisors. You will not disparage the Company, its parent, related
entities or affiliates, or its officers, directors, or employees. Likewise,
neither the Company not its officers, directors, or employees shall disparage
you.

                                         Yours truly,

                                         /S/ Richard R. Hollington, Jr.
                                         Richard R. Hollington, Jr.
                                         Chairman, The Ohio Bank


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I have carefully read, fully understand and agree to be bound by all the terms
of this letter agreement.


                                                /s/ Jack W. Donaldson
                                                --------------------------------
                                                Jack W. Donaldson


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