**EXHIBIT 10.5****Executive Employment Contract**     **This Contract**is made as of October 24, 2005 (“Effective Date”), between **CommercialBancshares, Inc.**(“CBS”), an Ohio corporation having an address of 118 S. Sandusky Avenue, P.O. Box90, Upper Sandusky, Ohio 43351, and **Scott A. Oboy**(“Mr. Oboy”), having an address of______, for Mr. Oboy’s employment by CBS as Chief FinancialOfficer (“CFO”) of CBS.**BACKGROUND**     A. CBS desires to employ Mr. Oboy under the terms and conditions set forth in thisContract.     B. Mr. Oboy desires to be employed by CBS under the terms set forth in this Contract.     C. CBS has sent to Mr. Oboy, and Mr. Oboy has accepted, a letter of intent (“Letter ofIntent”) to enter into an employer-employee relationship. A copy of the Letter of Intent isattached to this Contract as Exhibit A.     In consideration of the promises contained in this Contract, the parties agree as follows:**1. Employment**. Upon the terms and subject to the conditions of this Contract, CBS hereby agrees toemploy Mr. Oboy. Upon the terms and subject to the conditions of this Contract, Mr. Oboy agrees toserve as a full time employee of CBS.**2. Services rendered**.     (a) General. Mr. Oboy shall render services and perform the duties of the position ofCFO of CBS. Subject to Sections 2(b) and 2(d), Mr. Oboy shall perform such other duties and havesuch other responsibilities for CBS and its affiliates as are of the same character and nature asthose typically performed by the chief financial officer of a bank holding company of comparablesize and with a comparable market to that of CBS.     (b) Reporting and authority. Mr. Oboy shall report to and be subject to thesupervision and direction of the Chief Executive Officer of CBS (the “CEO”). Mr. Oboy shall havethe authority set by the CBS Code of Regulations and the authority delegated by the Board.     (c) Full-time employee. Mr. Oboy shall devote his full-time employment during theterm of this Contract to the faithful and diligent performance of his duties for CBS. Mr. Oboyshall not engage in other employment or business activities, whether or not the employment oractivities are pursued for gain, profit, or other pecuniary advantage without the prior writtenconsent of CBS.     (d) Adherence to standards. Mr. Oboy shall perform all duties in a competent andprofessional manner in accordance with applicable accounting and financial reporting standards.Mr. Oboy shall abide by the Articles of Incorporation and Code of Regulations of CBS; the rules,regulations, policies, and performance objectives of CBS as they exist from time to time;applicable ethical and business standards; and the law, including, but not limited to, theSarbanes-Oxley Act of 2002 and the regulations promulgated under the act. The parties understandthat collaborative goals and objectives will be developed, and that progress towards theseestablished criteria will be used to determine performance.**3. Compensation**. “Compensation” includes base salary and employee benefits.     (a) Base salary. During the initial term of this Contract, CBS shall pay Mr. Oboy abase salary of $120,000, subject to all applicable withholdings, in accordance with the thencurrent policies of CBS for executive compensation. The base salary provided by this Section 3(a)as adjusted under Section 3(c) may be called “base salary”.     (b) Employee benefits**.**In addition to the base salary, CBS shall provide to, or forthe benefit of, Mr. Oboy, the following employee benefits:
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       [i] Vacation and sick leave. Participation in the vacation and sick leaveplan maintained for executives of CBS, which includes four weeks of vacation each year.       [ii] Business expense reimbursement. Reimbursement for, or payment of, thereasonable business and entertainment expenses incurred by Mr. Oboy on behalf of CBSpursuant to the written policies of CBS or as otherwise approved by the Board.       [iii] Continuing education/seminars. Reimbursement for reasonable expensesincurred by Mr. Oboy for continuing education to maintain his status as a CertifiedPublic Accountant. Attendance at continuing education programs and seminars shall notconstitute vacation time, if the attendance is approved by the CEO or Chair of theBoard.       [iv] Benefit plans. Participation in the retirement and welfare benefit plansmade available to the employees of CBS and in any such other similar plans maintained byCBS on the same basis as the other executive employees of CBS who participate in suchplans.       [v] Deferred compensation program. Participation in CBS’s deferredcompensation program to the extent authorized by law.       [vi] Health and disability insurance plans. Participation in the family grouphealth, disability, and other insurance plans made available to the employees of CBS andin any such other similar plans maintained for the executives of CBS on the same basisas the other executives participating in such plans.       [vii] Life insurance plans. A term life insurance policy upon the life of Mr.Oboy in an amount equal to one and one-half times his annual base salary continuing onif Mr. Oboy becomes partially or permanently disabled.       [viii] Memberships. Reimbursement for, or payment of, the membership dues and otherexpenses required to maintain a membership of Mr. Oboy in a single health club or otherclub or organization that CBS determines to be beneficial to CBS.       [ix] Automobile allowance. A $700 per month automobile expense allowance toreimburse Mr. Oboy for some or all of the cost of maintaining and operating anautomobile for use in the performance of Mr. Oboy’s duties under this Contract. Mr.Oboy also shall receive reimbursement for mileage relating to his use of the automobileto perform his duties under this Contract at a rate equal to one-half (1/2) of thestandard mileage rate established annually by the Internal Revenue Service. Mr. Oboyshall maintain the automobile in first-class condition and insure that the automobile isavailable for Mr. Oboy’s use in the business of CBS.(c) Reports of use of employee benefits. Mr. Oboy shall submit regular reports of personaluse of the employee benefits required under the Internal Revenue Code to be treated as taxableincome to Mr. Oboy in order to allow CBS to determine the amount that must be reported to theInternal Revenue Service as compensation to Mr. Oboy. In providing the employee benefits underSection 3(b), the Board may determine that the payment for any or all of such employee benefitsshall be taken from the pre-tax salary of Mr. Oboy, to the extent permissible under applicable law.     The benefits provided under Section 3(b) and pursuant to annual adjustments, if any, underSection 3(d) may be called “employee benefits”.     (d) Annual review. Mr. Oboy’s base salary and employee benefits will be reviewed and,in the discretion of CBS, shall be subject to adjustment not less frequently than annually, at theend of each calendar year during the term of this Contract. Any adjustments to Mr. Oboy’s basesalary and employee benefits (including any decision not to adjust base salary or employeebenefits) shall be made in the sole discretion of the Board or a committee of the Board.**4. Term and termination.**
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     (a) Term; renewal; and non-renewal. Mr. Oboy’s employment and this Contract areeffective as of the Effective Date and shall remain in full force and effect for a period expiringOctober 24, 2006, unless earlier terminated. Mr. Oboy’s employment and this Contract shall berenewed automatically for a one year period following the conclusion of the original term andfollowing the end of each subsequent one year period upon the terms and conditions set forth inthis Contract, unless either party gives written notification to the other party of the intentionnot to renew this Contract or to alter any of its terms and conditions not less than 60 days priorto the termination hereof.     (b) Termination other than expiration of term.(1) Termination by CBS without cause. CBS may terminate Mr. Oboy’s employment withoutcause by giving Mr. Oboy a notice of termination. The notice of termination without cause shall beeffective upon the earlier of actual receipt by Mr. Oboy or two days after mailing by first classmail. If CBS terminates the employment of Mr. Oboy without cause, CBS shall provide Mr. Oboy withtwelve (12) consecutive months of continuing compensation commencing upon termination. CBS shallpay the base salary component of the continuing compensation in arrears on the last day of eachmonth commencing on the last day of the first month after the month in which termination hasoccurred. A termination of Mr. Oboy’s employment voluntarily by Mr. Oboy, a termination of Mr.Oboy’s employment arising out of illness or disability, and a termination of Mr. Oboy’s employmentafter a change in control will not be a termination without cause under this subsection.(2) Termination by Mr. Oboy. Mr. Oboy may terminate his employment by giving CBS sixty(60) days notice of his intention to resign. If Mr. Oboy voluntarily terminates his employment,CBS will not be obligated to pay continuing compensation after the date of termination, except asrequired by law.(3) Termination by CBS for cause. CBS may terminate Mr. Oboy’s employment for cause bygiving Mr. Oboy notice of termination for cause. The notice of termination for cause is notrequired to describe the cause or causes, but must state that “Your employment is hereby terminatedfor cause”. The notice of termination for cause shall be effective upon the earlier of actualreceipt by Mr. Oboy or two business days after mailing by first class mail. If CBS terminates Mr.Oboy’s employment for cause, CBS will not be obligated to pay or provide any compensation of anytype after the date of termination, except as required by law. “Cause” includes, but is notlimited to, conduct by Mr. Oboy concerning any one or more of thefollowing: [i] failure toadhere to ethical standards or the law; [ii] moral and ethical misdeeds conducted on the job; [iii]failure to carry out duties of employment or to carry out directions of the CEO; [iv] willfulmisconduct; [v] conviction of a felony; or [vi] conduct that otherwise interferes with theperformance of Mr. Oboy’s duties or CBS’s business, including any conduct that adversely reflectsupon CBS or its business and any conduct committed during or outside of the employment relationshipthat, reasonably considered, harms the reputation of CBS. As used in this subsection, “conduct”includes one or more acts, one or more failures to act, or any combination of an act, multipleacts, a failure to act, or multiple failures to act.(4) Termination upon permanent disability. Mr. Oboy’s employment shall terminate upon thepermanent disability of Mr. Oboy. “Permanent disability” means Mr. Oboy’s physical or mentalinability to perform the services required under this Contract caused by a physical or mentalcondition or impairment for a period exceeding 180 days. If a disability prevents Mr. Oboy fromperforming the services required under this Contract, Mr. Oboy shall receive such short-term andlong-term disability coverage as shall then be available to employees of CBS. CBS will nototherwise be obligated to pay any continuing compensation upon the permanent disability of Mr.Oboy, except as required by law.(5) Termination after a change in control.     (i) When a termination after a change in control occurs.               A termination after a change in control occurs [i] when, within one year after a change incontrol, Mr. Oboy’s employment is terminated without cause; [ii] when, within one year after achange in control, Mr. Oboy resigns because he has [a] been demoted, [b] had his compensationreduced, [c] had his principal place of employment transferred away from Wyandot County, Ohio or acounty contiguous
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thereto, or [d] had his job title, status or responsibility materially reduced;or [iii] when, [a] Mr. Oboy’s employment is terminated by CBS without cause, [b] there is a changein control within one (1) year following the termination, and [c] Mr. Oboy’s termination ofemployment [1] was at the request of a third party who has taken steps reasonably calculated toeffect a change in control or [2] was otherwise in anticipation of a change in control. Atermination of employment [i] upon expiration of the term of this Contract, [ii] for cause, or[iii] upon the permanent disability of Mr. Oboy is not a termination after a change in control.          (ii) Continuing compensation after termination after a change in control.               If Mr. Oboy’s employment is terminated after a change in control, CBS shall provide Mr. Oboyeighteen (18) consecutive months of continuing compensation commencing upon termination. CBS shallpay the base salary component of the continuing compensation in arrears on the last day of eachmonth commencing on the last day of the first month after the month in which termination hasoccurred.          (iii)  No parachute payments.               Notwithstanding any other provision of this Contract or of any other agreement, contract orunderstanding between Mr. Oboy and CBS or any affiliate of CBS now existing or later arising, Mr.Oboy shall not have any right to receive any compensation or benefit to the extent that the sum ofall payments to or benefits received by or on behalf of Mr. Oboy from CBS or any of its affiliateswould cause any payment or benefit to be considered a “parachute payment” under 28 U.S.C. §280G(b)(2), as amended (“Parachute Payment”). If the receipt by or on behalf of Mr. Oboy of anypayment or benefit from CBS or an affiliate would cause Mr. Oboy to be considered to have receiveda Parachute Payment, then Mr. Oboy may designate those payments or benefits that should be reducedor eliminated so as to avoid having a payment or benefit deemed a Parachute Payment. Anydetermination in writing by CBS’s independent public accountants (“Accountants”) of the value ofpayments and benefits includable in the calculation of a Parachute Payment shall be conclusive andbinding upon Mr. Oboy and CBS for all purposes. For purposes of making the calculations requiredby this subsection, the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretations concerning the applicationof 28 U.S.C. §§ 280G and 4999, as amended. CBS and Mr. Oboy shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order to make adetermination under this subsection. CBS shall pay the costs for a determination by theAccountants under this subsection.          (iv) Change in control.               A “change in control” occurs on the date of a transaction pursuant to which       [i] Any person or group (as defined for purposes of §§ 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (“Exchange Act”)) is or becomes the“beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act), directlyor indirectly, of securities of CBS representing 50% or more of the combined votingpower of CBS’s then outstanding securities;   [ii] A merger, consolidation, sale of assets, reorganization, or proxy contest isconsummated and, as a consequence, members of the Board in office immediately prior tothe transaction or event constitute less than a majority of the Board after thetransaction or event;   [iii] During any period of twenty-four (24) consecutive months, individuals who at thebeginning of the period constitute the Board (including any director whose appointment,selection, or nomination was approved by a vote of a majority of the directors who weredirectors at the beginning of such period) cease for any reason to constitute at least amajority of the Board; or   [iv] A merger, consolidation or reorganization is consummated with any othercorporation or entity pursuant to which the shareholders of CBS immediately prior to themerger, consolidation or reorganization do not immediately thereafter directly orindirectly own
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         more than fifty percent (50%) of the combined voting power of the votingsecurities entitled to vote in the election of directors of the merged, consolidated orreorganized entity.          No person shall be deemed to be the beneficial owner of, or to beneficially own, any securitybeneficially owned by another person solely by reason of any revocable proxy, or any otheragreement, arrangement or understanding if the revocable proxy, agreement, arrangement, orunderstanding may be revoked or terminated or if the persons would not otherwise be deemed to be agroup under § 13(d) of the Exchange Act or otherwise be deemed to be acting in concert.          For purposes of this definition of change in control, [i] neither CBS nor any subsidiary ofCBS, including, without limitation, any trust department or designated fiduciary or other trusteeof such trust department of CBS or a subsidiary of CBS, [ii] no profit-sharing, employee stockownership, employee stock purchase and savings, employee pension, or other employee benefit plan ofCBS or any of its subsidiaries, and [iii] no trustee of any such plan in its capacity as trustee, shall be treated asa person or group that is a beneficial owner of securities of CBS.     (6) Continuing compensation calculations. “Continuing compensation” means [i] anamount equal to 1/12 of Mr. Oboy’s annual base salary in effect on the effective date of the noticeof termination determined under the then current policies of CBS for executive compensation plus[ii] one month of Mr. Oboy’s annual employee benefits under Section 3(b) of this Contract, exceptfor reimbursement of [a] business expenses incurred after termination, [b] continuing education andseminar programs occurring after termination, [c] membership expenses in clubs and organizations(except for minimum costs necessary to maintain membership for six months after termination), and[d] mileage relating to use of the automobile after termination. Employee benefits shall bereduced by any similar benefits received by or accruing to Mr. Oboy from third parties during theperiod during which Mr. Oboy receives continuing compensation. Federal, state, and local taxes,social security contributions, and other normal deductions will be withheld from continuationcompensation. Payment of continuing compensation, including the timing and amount of each payment,shall be subject to the Treasury Regulations concerning severance pay issued under 28 U.S.C. §409A. If Mr. Oboy dies before receiving all continuing compensation due, the balance of allcontinuing compensation then due shall be provided to the personal representative or other designeeof Mr. Oboy, except for payments for life insurance premiums and retirement plan contributions.     (c) Consequences of termination of employment. Except for post-employment obligationsunder this subsection and post-employment obligations concerning continuing compensation,non-competition, and confidentiality, upon termination of Mr. Oboy’s employment for any reason, [i]this Contract shall terminate; [ii] Mr. Oboy’s employment shall terminate for all affiliates ofCBS; [iii] Mr. Oboy shall cease all activity on behalf of CBS and its affiliates; [iv] Mr. Oboyshall automatically, without further action by either party, be discharged from all directorshipsand offices of CBS and all directorships and offices of affiliates of CBS held by Mr. Oboy; and [v]Mr. Oboy shall promptly deliver to CBS all property and all copies of property (regardless of form,and including (but not limited to) all documents, memoranda, records, specifications, electronicand digital media and other writings and materials) of CBS and all affiliates of CBS under hispossession, custody or control, including (but not limited to) keys, plans, designs, computerprograms, computer lists, prospect lists, records, letters, notes, reports, financial information,and all other materials relating to CBS, its subsidiaries and its affiliates, their businesses, ortheir clients and customers. Mr. Oboy agrees that provisions of this subsection related toresignation are reasonable and that remedies at law would be inadequate for a breach of theprovisions of this subsection. For these reasons, CBS may enforce the obligations of Mr. Oboyunder this subsection by injunctive relief, including a temporary restraining order, a preliminaryinjunction, and a permanent injunction and by an award for fees, costs, and expenses incurred byCBS to enforce this subsection, including (but not limited to) attorneys’ fees, costs and expenses,and other expenses incurred to enforce this subsection.     (d) Employment after termination. Mr. Oboy shall notify CBS in writing within 24hours after accepting full or part-time employment with a third party.
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     (e) Suspension and removal. If Mr. Oboy is suspended or temporarily prohibited fromperforming his duties for CBS or its affiliates as a result of any regulatory action, CBS’sobligations under this Contract shall be suspended as of the date of service of notice of theregulatory action (unless the suspension or prohibition is stayed by appropriate proceedings). Ifthe charges in the notice are dismissed, CBS may, in its sole discretion, [i] pay Mr. Oboy all orpart of the compensation withheld while its obligations under this Contract were suspended, and[ii] reinstate (in whole or in part) any of its other obligations under this Contract that weresuspended. If Mr. Oboy is removed or permanently suspended from performing his duties for CBS orits affiliates as a result of any regulatory action, all obligations of CBS under this Contractwill terminate as of the effective date of the action, and CBS will not be obligated to pay orprovide any compensation of any type to Mr. Oboy, except as required by law.     **5. Noncompetition.**During the initial term of this Contract and any renewal term, and for aperiod of one year following termination of this Contract for any reason, Mr. Oboy shall notprovide services similar to those provided under this Contract to any bank, financial institution or bank holding company,or any affiliate of a bank, financial institution or bank holding company, within a fifty (50) mileradius of Upper Sandusky, Ohio.     During the term of this Contract (initial term and any renewal period) and for a period of oneyear thereafter, Mr. Oboy (for himself or on behalf of a third party) shall not employ, offer toemploy, or solicit employment of any employee of CBS or any of its affiliates, subsidiaries or anyprofessional under contract with CBS or any of its subsidiaries.     Mr. Oboy agrees that he has received consideration to which he was not otherwise entitled inreturn for his obligations under this Section 5, and that the provisions of this Section 5 arereasonable and necessary to protect the legitimate business interests of CBS, and are reasonablewith respect to time, territory, and business. Mr. Oboy shall pay any and all legal fees, costs,and other expenses incurred by CBS in the course of legal action to enforce the provisions of thisSection 5. Mr. Oboy agrees that the remedies at law for a breach of this Section 5 would beinadequate to protect CBS because money damages would be difficult, if not impossible, to ascertainand would be estimable only by conjecture, and therefore, Mr. Oboy agrees that CBS will be entitledto injunctive relief, including a temporary restraining order, a preliminary injunction and apermanent injunction for any such breach as well as all reasonable attorneys’ fees, costs and otherexpenses incurred to enforce this Section 5. The duty to arbitrate disputes under this Contractshall not apply to any claim for violation of this Section 5.     The obligations of Mr. Oboy under this Section 5 shall survive the termination of the Contractfor any reason.     **6. Confidentiality.**Mr. Oboy hereby acknowledges that he may be required to handleConfidential Business Information (as defined below) in the performance of his responsibilities.Mr. Oboy is aware that Confidential Business Information is proprietary information to CBS or theparty supplying it and the exclusive property of CBS or its clients and customers, and Mr. Oboyshall not disclose Confidential Business Information in any manner at any time, to others inside oroutside CBS or to unauthorized employees and officers of CBS. Unauthorized disclosure or othermishandling of Confidential Business Information may result in termination of Mr. Oboy’s employmentfor cause and in other appropriate actions. Mr. Oboy agrees that his obligation not to revealConfidential Business Information will remain in force permanently, including in the event that [i]Mr. Oboy’s authorization to handle Confidential Business Information is revoked while still undercontract with CBS, and [ii] this Contract or Mr. Oboy’s employment with CBS is terminated.     Except as CBS may require or otherwise consent to in writing, Mr. Oboy shall not, at any timeduring or subsequent to the termination of this Contract disclose or use in any way any informationor knowledge or data received or developed while providing services to CBS, including but notlimited to, plans, designs, formulas, business processes, methods, test data, inventions,discoveries, computer programs, customer/client lists, prospect lists, financial information, andtrade secrets of CBS or its customers (collectively, “Confidential Business Information”).
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     In addition to any other remedies CBS may have at law or in equity, Mr. Oboy agrees that CBSwill be entitled to a restraining order, injunction, or similar remedy to enforce the terms of thissection, as well as all reasonable attorneys’ fees, costs, and other expenses incurred to enforcethis section. The duty to arbitrate disputes under this Contract shall not apply to any claim fora violation of this section or Mr. Oboy’s obligation to return property of CBS upon termination ofemployment. The obligations of Mr. Oboy under this section shall survive the termination of thisContract for any reason.     **7. Indemnification**. Subject to any other applicable statutory or regulatory standard orrestriction, CBS shall indemnify Mr. Oboy for any and all acts or omissions of Mr. Oboy related inany way to his employment with CBS, provided Mr. Oboy acted in good faith, in a manner reasonablybelieved to be in, or not opposed to, the best interests of CBS, and with the care that an ordinaryprudent person in a like position would use under similar circumstances. Notwithstanding thepreceding sentence, CBS shall not be obligated to indemnify Mr. Oboy when such indemnificationwould be contrary to law or public policy or appropriate ethical standards.     **8. Validity**. The invalidity or unenforceability of any particular provision of this Contractshall not affect the validity or enforceability of any other provision contained in the Contract.     **9. Choice of Law.**This Contract and the interpretation of each of its provisions shall begoverned by the laws of the State of Ohio and the venue of any dispute or litigation shall beWyandot County, Ohio. The rights of the parties under this Contract will likewise be governed bythe laws of the State of Ohio.     **10. Entire Contract.**CBS and Mr. Oboy hereby incorporate the Letter of Intent into thisContract. This Contract contains the complete agreement between the parties concerning thesubjects covered by this Contract. This Contract supersedes any and all prior contracts andunderstandings between CBS and Mr. Oboy. The provisions of this Contract are solely for thebenefit of the parties to this Contract and not for the benefit of any other persons or legalentities.     **11. Assignment.**This Contract is binding on and inures to the benefit of successors andassigns of CBS. Neither this Contract nor any rights hereunder shall be assignable or otherwisesubject to hypothecation by Mr. Oboy.     **12. Amendments.**No change, waiver, or amendment to this Contract, in any form, shall bebinding on the parties unless signed in writing by the CEO or the Chair of the Board of CBS and Mr.Oboy. No representations have been made by CBS or Mr. Oboy concerning the terms, conditions, andagreements of the contractual relationship covered by this Contract other than thoserepresentations contained in this Contract and no representations made during the course ofperformance of services under this Contract can alter any of the provisions of this Contract(unless such representation is in a signed writing as provided in the preceding sentence).     **13. Arbitration.**CBS and Mr. Oboy agree to work in good faith to resolve any disputes arisingunder this Contract. Except as otherwise provided in this Contract, any controversy or claimarising out of or relating to the interpretation or application of this Contract, or any breachhereof, shall be settled by arbitration in Wyandot County in accordance with the Employment DisputeResolution Rules of the American Arbitration Association then in effect, and judgment upon theaward rendered by the arbitrator(s) shall be final and binding on the parties hereto and may beentered in any court having jurisdiction thereof.     **In Witness Whereof**, the parties hereto have executed this Contract effective as of the day andyear first above written.               **Commercial Bancshares, Inc.**           By      */s/ Scott A. Oboy* By    */s/ Philip W. Kinley*                 Scott A. Oboy   Philip W. Kinley       Its Senior Vice President and Chief Financial Officer Its President and Chief Executive Officer
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**Exhibit A**June 27, 2005Mr. Scott Oboy