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                                  EXHIBIT 10.1








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                              EMPLOYMENT AGREEMENT

         This Agreement is made effective as of ____________, 2001 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 __________________ (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 ____________ of the Bank (the "Executive Position"). 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 (36) or twenty-four (24)] full calendar months thereafter.
Commencing on the first anniversary date of this Agreement, and continuing at
each anniversary date thereafter, the Agreement shall renew for an additional
year such that the remaining term shall be three (3) years; provided, however,
if written notice of nonrenewal is provided to Executive at least ten (10) days
and not more than thirty (30) days prior to any anniversary date, the employment
of Executive hereunder shall cease at the end of [thirty-six (36) or twenty-four
(24)] months following such anniversary date. Prior to each notice period for
non-renewal, the disinterested members of 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.

         (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

<PAGE>

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). See Attached Exhibit.

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 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

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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); and (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. 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)     Upon the occurrence of an Event of Termination, 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 three (3) 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 three 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

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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.

         (c)     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 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.

         (d)     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.

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         (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 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. In determining incompetence, the acts
or omissions shall be measured against standards generally prevailing in the
savings institution and commercial banking industry. For purposes of this
paragraph, no act or failure to act on the part of Executive shall be considered
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the Executive's action or omission was in the
best interest of the Bank. 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

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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 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.

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         (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, 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.

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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.

13.      MODIFICATION AND WAIVER.

         (a)     This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

         (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 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. 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

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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.

         (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.

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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, 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.

                                   SIGNATURES


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         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 Executives have signed this Agreement, on the day and date first
above written.





ATTEST:                                     WAYNE SAVINGS COMMUNITY BANK


                                            By:
--------------------------                      --------------------------------
Secretary



WITNESS:                                    EXECUTIVE:



                                            By:
--------------------------                      --------------------------------



CONSENT OF GUARANTOR (PURSUANT
TO SECTION TEN HEREOF)

WAYNE SAVINGS BANCSHARES, INC.


By:
     -------------------------

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