EXHIBIT 10.1
                              EMPLOYMENT AGREEMENT

     This  Agreement is made effective as of March 31, 2003 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 Charles F. Finn (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
President and Chief Executive  Officer 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
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


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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 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 $159,600 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


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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 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.



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     (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 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.




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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
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.




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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 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



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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,  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





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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.

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.




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     (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  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.



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




<PAGE>

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.



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





ATTEST:                                     WAYNE SAVINGS COMMUNITY BANK


 /s/ Michael C. Anderson                    By:/s/ Wanda Christopher-Finn
------------------------------------           ---------------------------------
Secretary



WITNESS:                                    EXECUTIVE:


/s/ Wanda Christopher-Finn                  /s/ Charles F. Finn
------------------------------------        ------------------------------------
                                            Charles F. Finn


CONSENT OF GUARANTOR (PURSUANT
TO SECTION TEN HEREOF)

WAYNE SAVINGS BANCSHARES, INC.


By:/s/ Michael C. Anderson
  ----------------------------------