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                                                                    Exhibit 10.1

                         STHE NB&T FINANCIAL GROUP, INC

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    RECITALS:

         WHEREAS, the Sponsor hereby establishes The NB&T Financial Group, Inc.
Supplemental Executive Retirement Plan on the terms and conditions hereinafter
set forth; and

         WHEREAS, the Plan is intended to qualify as a "top hat" plan maintained
primarily for purposes of providing benefits for a select group of management
and highly compensated employees of a Related Entity within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended; and

         WHEREAS, the Plan has been extended to and adopted by The National Bank
and Trust Company, a wholly owned subsidiary of the Sponsor;

         NOW THEREFORE, the following shall constitute the Plan.

                                    ARTICLE I

                                     GENERAL

1.1      Purpose of the Plan. The purpose of this Plan is to (a) reward certain
         management and highly compensated employees of an Employer who have
         contributed to the Employer's success and are expected to continue to
         contribute to such success in the future and (b) to compensate
         Participants for the value to the Sponsor and other Related Entities of
         the Participant's covenant not to compete and covenant not to solicit
         described in the Participation Agreement.

1.2      Plan Benefits Generally. Pursuant to the Plan, the Employer may
         provide to each Participant such benefit as provided on the terms and
         conditions contained in the Plan and the Participant's individual
         Participation Agreement.

1.3      Effective Date. The effective date of the Plan is August 20, 2002.

                                  ARTICLE II

                                  DEFINITIONS

2.1      Administrator. Administrator shall mean the Sponsor as defined herein.

2.2      Beneficiary. Unless otherwise specified in the Participation Agreement,
         Beneficiary means the natural person or natural persons designated by a
         Participant as his Beneficiary in accordance with the provisions of
         Article V and subject to the Participation Agreement. A Participant may
         designate a Beneficiary only by completing and returning to the
         Administrator a Beneficiary Designation in the form attached as Exhibit
         C to the

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         Participation Agreement. If a Participant has not made an effective
         Beneficiary designation or if all his or her Beneficiaries die before
         the Participant dies, Plan death benefits will be paid to the
         Participant's surviving spouse, if any. If there is no surviving
         spouse and the Participant has not effectively designated a
         Beneficiary, no death benefit will be due or paid under this Plan. Any
         minor's share of a Plan death benefit will be paid to the adult who has
         been appointed to act as the minor's legal guardian and who has assumed
         custody and support of that minor. A Participant may change his or her
         Beneficiary at any time by identifying the new Beneficiary in the
         appropriate portion of a revised Beneficiary Designation form (Exhibit
         C to the Participation Agreement) and delivering that completed form to
         the Administrator. No change of Beneficiary will be effective until the
         revised Beneficiary Designation form (Exhibit C to the Participation
         Agreement) is received by the Administrator. The identity of a
         Participant's designated Beneficiary will be based only on the
         designation in the Beneficiary Designation form (Exhibit C to the
         Participation Agreement) and will not be inferred from any other
         evidence.

2.3      Board. Board means the Sponsor's Board of Directors.

2.4      Cause. Cause shall have the meaning set forth in Section 4.2.

2.5      Change of Control. Change of Control shall mean the first to happen of
         any of the following after the Effective Date:

                 (a)       any one person, or more than one person acting as a
                           group, acquires ownership of stock of the Sponsor
                           that, together with stock held by such person or
                           group, possesses more than 60 percent of the total
                           fair market value or total voting power of the stock
                           of the Sponsor. However, if any one person or more
                           than one person acting as a group is considered to
                           own more than 60 percent of the total market value
                           or total voting power of the stock of the Sponsor,
                           the acquisition of additional stock by the same
                           person or persons is not considered to cause a
                           change of control. Any increase in the percentage of
                           stock owned by any one person, or persons acting as
                           a group, as a result of a transaction in which the
                           Sponsor acquires its stock in exchange for property
                           will be treated as an acquisition of stock for
                           purposes of this section; or

                  (b)      any one person, or more than one person acting as a
                           group, acquires (or has acquired during the 12-month
                           period ending on the date of the most recent
                           acquisition by such person or persons) assets from
                           the Sponsor that have a total market value equal to
                           or more than one-third of the total fair market value
                           of all of the assets of the Sponsor immediately prior
                           to such acquisition or acquisitions.

2.6      Disability. A Participant will be Disabled if an injury or disease
         which was not intentionally self-inflicted and, which the Administrator
         has determined on the basis of such evidence as it determines to be
         satisfactory, permanently prevents such Participant from

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         performing his regular duties with the Employer.

2.7      Employer. Any Related Entity that has adopted the Plan and that employs
         the Executive.

2.8      ERISA. The Employee Retirement Income Security Act of 1974, as amended
         from time to time.

2.9      Executive. Executive means a person who is designated by the
         Administrator as eligible to participate in the Plan and who is a
         management or highly compensated employee of an Employer on his or her
         Normal Retirement Date.

2.10     Normal Retirement. Normal Retirement means Termination of a
         Participant's employment with all Related Entities for any reason other
         than for Cause after such Participant has attained his Normal
         Retirement Age.

2.11     Normal Retirement Age. Normal Retirement Age means the normal
         retirement age set forth in the Participant's Participation Agreement.

2.12     Participant. Participant means any Executive who is eligible to
         participate in the Plan as provided in Section 3.1 and who elects to
         participate in the Plan by entering into a Participation Agreement as
         described in Section 3.2. However, a Participant will be suspended for
         any period he or she is not an Executive.

2.13     Participation Agreement. Participation Agreement means a written
         agreement between an Employer and a Participant, pursuant to which the
         Employer agrees to make SERP Benefit payments in accordance with the
         Plan and the Participation Agreement. Each Participation Agreement
         shall contain the following information and any other information,
         terms and conditions as the Administrator may specify:

                  (a)      the effective date of the Participant's participation
                           in the Plan;

                  (b)      the Participant's Normal Retirement Age;

                  (c)      the SERP Benefits to which the Participant is
                           entitled under the Plan and the form in which such
                           benefits are to be paid (i.e. installments or lump
                           sum);

                  (d)      the identity of the Participant's Beneficiary; and

                  (e)      any other provisions which supplement the terms and
                           conditions contained in the Plan and which are not
                           inconsistent with the terms and conditions of the
                           Plan.

         If a Participant's employment is transferred between Related Entities,
         the Participation Agreement he or she last completed before the
         transfer will remain in effect until a subsequent Participation
         Agreement is agreed to and signed by the Participant and his or her new
         Employer.

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2.14     Plan. Plan means The NB&T Financial Group, Inc. Supplemental Executive
         Retirement Plan, as the same may be amended from time to time.

2.15     Related Entity. Related Entity means the Sponsor and any member of a
         controlled group of corporations or of a commonly controlled group of
         trades or businesses [as defined in Internal Revenue Code ("Code")
         ss.ss.414(b) and (c), as modified by Code ss.415(h)] or of an
         affiliated service group [as defined in Code ss.414(m)] or other
         organization described in Code ss.414(o) that includes the Sponsor.

2.16     SERP Benefit. SERP Benefit means, with respect to each Participant, an
         annual cash benefit in the amount determined pursuant to the
         Participant's Participation Agreement.

2.17     Sponsor. NB&T Financial Group, Inc., and any successor to it.

2.18     Termination. Termination means cessation of the common law
         employee-employer relationship between a Participant and all Related
         Entities for any reason, whether or not the Participant subsequently
         becomes a consultant or adviser to any Related Entity or serves as a
         member of the board of directors of any Related Entity.

2.19     Vesting. The Participant's ownership rights in the SERP Benefit shall
         arise, or vest, solely with the occurrence of those conditions
         precedent to Vesting as contained in the Participation Agreement.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

3.1      Eligibility. The Administrator, in its sole discretion, shall from time
         to time determine those Executive(s) who shall be eligible to
         participate in the Plan.

3.2      Participation. Each Executive who is eligible to participate in the
         Plan shall enroll in the Plan by entering into a Participation
         Agreement and completing such other forms (including a Beneficiary
         Designation form attached as Exhibit C to the Participation Agreement)
         and furnishing such other information as the Administrator may request.
         An Executive's participation in the Plan shall commence as of the date
         specified in the Participation Agreement and will end when all SERP
         Benefits earned by that Participant have been distributed to him or her
         (or to his or her Beneficiary).

                                   ARTICLE IV

                                    BENEFITS

4.1      SERP Benefit. Each Participant, subject to the terms and conditions of
         his Participation Agreement (including the covenant not to compete and
         the covenant not to solicit described in the Participation Agreement),
         shall become entitled to receive such benefits as set forth in the
         executed Participation Agreement.

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4.2      No Benefits Payable Upon Termination for Cause. Except as provided in
         the Participation Agreement to the contrary, no benefits shall be
         payable to any Participant who is Terminated from his or her employment
         with the Employer for Cause. For purposes hereof, a Participant whose
         employment is Terminated for any of the following reasons shall be
         regarded as having been Terminated for Cause:

                  (a)      engaging in willful or grossly negligent misconduct
                           that is materially injurious to the Employer or any
                           Related Entity;

                  (b)      embezzlement or misappropriation of funds or property
                           of the Employer or any Related Entity;

                  (c)      conviction of a felony or the entrance of a plea of
                           guilty or nolo contendere to a felony;

                  (d)      conviction of any crime involving fraud, dishonesty,
                           moral turpitude or breach of trust or the entrance of
                           a plea of guilty to such a crime;

                  (e)      failure or refusal by the Participant to devote full
                           business time and attention to the performance of his
                           or her duties and responsibilities if such breach has
                           not been cured within fifteen (15) days after notice
                           is given to the Participant, although Cause will not
                           arise solely because the Participant is absent from
                           active employment during periods of Disability,
                           temporary illnesses, or other period of absence
                           initiated by the Participant and approved by the
                           Employer; or

                  (f)      issuance of a final non-appealable order or other
                           direction by a federal or state regulatory agency
                           prohibiting the Participant's employment in the
                           business of banking.

                                    ARTICLE V

                                  BENEFICIARIES

5.1      Beneficiary. For purposes of this section, the Participant's executed
         Participation Agreement shall dictate the Participant's rights and
         Participant's responsibilities regarding the Participant's
         Beneficiary(ies) and the rights and responsibilities, if any, of the
         Participant's Beneficiary.

                                   ARTICLE VI

                               Plan Administration

6.1      Administration.

                  (a)      General. The Plan shall be administered by the
                           -------
                           Administrator on behalf of each Employer. The

                           Administrator shall have sole and absolute discretion
                           to

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                           interpret where necessary all provisions of the Plan
                           and each Participation Agreement (including, without
                           limitation, by supplying omissions from, correcting
                           deficiencies in or resolving inconsistencies or
                           ambiguities in the language of the Plan, a
                           Participation Agreement or between the Plan and a
                           Participation Agreement), to determine the rights and
                           status under the Plan of Participants or other
                           persons, to resolve questions or disputes arising
                           under the Plan and to make any determinations with
                           respect to the benefits payable under the Plan and
                           the persons entitled thereto as may be necessary for
                           the purposes of the Plan. The Administrator's
                           determination of the rights of any Executive or
                           former Executive hereunder shall be final and binding
                           on all persons, subject only to the claims procedures
                           outlined in Article VII hereof.

                  (b)      Delegation of Duties. The Administrator may delegate
                           --------------------
                           any of its administrative duties, including, without
                           limitation, duties with respect to the processing,
                           review, investigation, approval and payment of
                           benefits payable hereunder to a named administrator
                           or administrators. However, no Participant may
                           participate in any decision directly and uniquely
                           affecting his or her SERP Benefit; these matters will
                           be decided solely by the Administrator.

6.2      Regulations. The Administrator may promulgate any rules and regulations
         it deems necessary in order to carry out the purposes of the Plan or to
         interpret the provisions of the Plan; provided, however, that no rule,
         regulation or interpretation shall be contrary to the provisions of the
         Plan. The rules, regulations and interpretations made by the
         Administrator shall, subject only to the claims procedure outlined in
         Article VII hereof, be final and binding on all persons.

6.3      Revocability of Administrator Action. Notwithstanding any other
         provision of this Plan, the Administrator may, on behalf of the Sponsor
         or any Employer, reduce SERP Benefit payments only to the extent to
         recover any previous overpayment of SERP Benefits (whether this
         reduction is applied to payments being made to the Participant or to a
         Beneficiary and whether the overpayment was made to the Participant or
         Beneficiary) and, by accepting participation in this Plan, the
         Participant (in his or her own behalf and in behalf of his or her
         Beneficiary and any other person claiming through them) agree to
         application of this provision. Also, the Administrator will increase
         any payments to reflect any previous underpayment of SERP Benefits.
         Solely in the Administrator's discretion (a) any overpayment may be
         corrected, either by withholding all or any part of subsequent payments
         until the amount of the overpayment has been recouped and (b) any
         underpayment may be remitted either in a lump sum on the next payment
         date or by increasing subsequent installments by an amount deemed
         sufficient to repay this amount. However, no interest will be charged
         by the Employer on the amount of any overpayment or due to the
         Participant (or Beneficiary) on account of any underpayment.

6.4      Amendment. The Board may at any time amend any or all of the provisions
         of this Plan, except that no such amendment may (a) reduce the amount
         of the Participant's benefit as of

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         the date of such amendment, (b) hange the time or form of distribution
         of the Participant's benefit as of the date of such amendment, without
         the prior written consent of such Participant or (c) adversely affect
         the Participant's ability to earn the SERP Benefit at the level in
         effect on the date immediately before the date of such amendment. Any
         amendment shall be in the form of a written instrument pursuant to a
         resolution adopted by the Board. Subject to the foregoing provisions
         of this Section 6.4, such amendment shall become effective as of the
         date specified in such instrument or, if no such date is specified, on
         the date of its execution. Written notice of any amendment shall be
         given to the Participants as soon as practicable after the instrument
         is executed.

6.5      Termination. The Board, in its discretion, may terminate this Plan at
         any time and for any reason whatsoever, except that no such termination
         may change the time or form of distribution of the amount of the
         Participant's benefit as of the date of such termination, without the
         prior written consent of such Participant. Also, if the Plan is
         terminated (a) before the Participant's Normal Retirement Date, the
         Participant will be entitled to a SERP Benefit as if the Participant
         had reached his or her Normal Retirement Date on the date of Plan
         termination and will be payable at the Participant's Termination,
         whether or not Termination occurs before or after the Participant's
         Normal Retirement Age or (b) after the Participant's Normal Retirement
         Date, the Participant will be entitled to a SERP Benefit calculated
         with reference to the Participant's age at the time of Plan termination
         and payable at the Participant's Termination. Any such termination
         shall be expressed in the form of a written instrument pursuant to a
         resolution adopted by the Board. Subject to the foregoing provisions of
         this Section 6.5, such termination shall become effective as of the
         date specified in such instrument or, if no such date is specified, on
         the date of its execution. Written notice of any termination shall be
         given to the Participants as soon as practicable after the instrument
         is executed.

6.6      Withholding. The Employer shall deduct from any distributions hereunder
         any taxes or other amounts required by law to be withheld therefrom.
         Any taxes due on SERP Benefits before they are distributed to the
         Participant will be deducted from other amounts the Employer owes to
         the Participant, including wages, or, if no amounts are then owing to
         the Participant, by reducing the SERP Benefit by the value of the
         amount required to be withheld.

6.7      Plan Merger and Consolidation. If the Plan is merged into or
         consolidated with any other plan, each affected Participant or
         Beneficiary will be entitled to a benefit immediately after the merger,
         consolidation or transfer (determined as if the surviving plan had then
         terminated) at least equal to the benefit he or she had accrued
         immediately before the merger or consolidation (determined as if the
         Plan terminated immediately before that merger or consolidation). For
         these purposes, the substantive limitations on the Sponsor's actions
         and protections afforded to Participants' SERP Benefits (including
         those described in Sections 6.3, 6.4 and 6.5) will be deemed to be part
         of the accrued benefit.

6.8      Successor. If the Sponsor and/or Employer dissolve into, reorganize,
         merge into or consolidate with another business entity, provision may
         be made by which the successor

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         will continue the Plan, in which case the successor will be substituted
         for the Sponsor and/or Employer under the terms and provisions of this
         Plan. The substitution of the successor for the Sponsor and/or Employer
         will constitute an assumption by the successor of all Plan liabilities
         and the successor will have all of the powers, duties and
         responsibilities of the Sponsor and/or Employer under the Plan.

6.9      Special Distribution. If any taxing authority finally establishes that
         a Participant is constructively in receipt of any SERP Benefit that has
         not actually been distributed and that the Participant is immediately
         liable for any income or other taxes (other than any taxes within the
         scope of Section 6.6) that normally would not be imposed until the SERP
         Benefit is actually paid to the Participant, the Administrator will
         immediately distribute to the Participant a lump sum amount equal to
         that which the taxing authority has deemed the Participant to have
         constructively received.

                                   ARTICLE VII

                              CLAIMS ADMINISTRATION

7.1      General. If a Participant, Beneficiary or Participant's or
         Beneficiary's representative is denied all or a portion of an expected
         SERP Benefit for any reason and the Participant, Beneficiary, or
         Participant's or Beneficiary's representative desires to dispute the
         decision of the Administrator, he must file a written notification of
         his claim with the Administrator.

7.2      Claim Review. Upon receipt of any written claim for benefits, the
         Administrator shall give due consideration to the claim presented. If
         the claim is denied to any extent by the Administrator, the
         Administrator shall furnish the claimant with a written notice within
         90 days after receipt of the claim (which period may be extended for 90
         days for special circumstances but only if the Administrator notifies
         the claimant, in writing, before expiration of the initial 90-day
         period that it needs more time to review the claim and why that
         additional time is needed) setting forth:

                  (a)      the specific reason or reasons for denial of the
                           claim;

                  (b)      specific reference to the Plan provisions on which
                           the denial is based;

                  (c)      a description of any additional material or
                           information necessary for the claimant to perfect
                           the claim and an explanation of why such material or
                           information is necessary; and

                  (d)      a description of the steps to be taken if the
                           claimant wishes to submit his claim for review.

7.3      Right of Appeal. A claimant who has a claim denied under Section 7.2
         may appeal to the Administrator for reconsideration of that claim. A
         request for reconsideration under this section must be filed by written
         notice within sixty (60) days after receipt by the claimant of the
         notice of denial. A claimant or his duly authorized representative may

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         (a) request a review upon written application to the Administrator; (b)
         review pertinent documents; and (c) submit issues and comments in
         writing.

7.4      Review of Appeal. Upon receipt of an appeal, the Administrator shall
         promptly take action to give due consideration to the appeal. Such
         consideration may include a hearing of the parties involved, if the
         Administrator believes such a hearing is necessary. After consideration
         of the merits of the appeal, the Administrator shall issue a written
         decision, which shall be binding on all parties subject to Section 7.6
         below. The decision shall be written in a manner calculated to be
         understood by the claimant and shall specifically state its reasons and
         pertinent Plan provisions on which it relies. The Administrator's
         decision shall be issued within sixty (60) days after the appeal is
         filed, except that if a hearing is held the decision may be issued
         within one hundred twenty (120) days after the appeal is filed.

7.5      Designation. The Administrator may designate any other person of its
         choosing (other than the claimant or the claimant's representative) to
         make any determination otherwise required under this Article VII.

7.6      Arbitration. A claimant who has fully complied with the
         procedures described in Sections 7.1 through 7.4, whose appeal has
         been denied under Section 7.4 and who wishes to pursue the matter
         further must submit said claim to final and binding arbitration in
         the State of Ohio. All arbitrations under this Plan will be conducted
         pursuant to the rules of the American Arbitration Association by
         three arbitrators, one appointed by each party and a third appointed
         by those two arbitrators. The Administrator (in its behalf and in
         behalf of all Related Entities) and the Participant (in his or her
         own behalf and on behalf of all other claimants) each waive any right
         to a jury trial with respect to any matter arising from this Plan.
         Any such requests for arbitration must be filed by written demand to
         the American Arbitration Association within sixty (60) days after
         receipt of the decision regarding the appeal. The costs and expenses
         of arbitration, including the fees of the arbitrators, shall be borne
         by the losing party. The prevailing party shall recover as expenses
         all reasonable attorneys' fees incurred by it in connection with the
         arbitration proceeding or any appeals therefrom. Any determination or
         award made or approved by the arbitrator will be final and binding on
         the claimant and all Related Entities. Judgment upon any award made
         in any arbitration may be entered and enforced in any court having
         competent jurisdiction. The arbitrators will have no authority to add
         to, alter, amend or refuse to enforce any portion of this Plan or to
         award punitive damages against any Related Entity or the claimant.

7.7      Failure to Exhaust Claims Procedure. A Participant or Beneficiary who
         fails to fully comply with the procedures described in Sections 7.1
         through 7.4 may not initiate any other proceedings to claim any SERP
         Benefit, including arbitration under Section 7.6 or by suit (regardless
         of the form of action) in any court. Any Executive participating in
         this Plan specifically agrees to application of this provision in his
         or her own behalf and in behalf of each of his or her Beneficiaries,
         heirs, assigns or legatees.

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                                  ARTICLE VIII

                                 MISCELLANEOUS

8.1      Administrator. The Administrator is expressly empowered to
         interpret the Plan and to determine all questions arising in the
         administration, interpretation and application of the Plan; to employ
         actuaries, accountants, counsel and other persons it deems necessary
         in connection with the administration of the Plan; to request any
         information from any Employer or Related Entity it deems necessary to
         determine whether the Employer or all Related Entities would be
         considered insolvent or subject to a proceeding in bankruptcy; and to
         take all other necessary and proper actions to fulfill its duties as
         Administrator. The Administrator is relieved of all responsibility in
         connection with its duties hereunder to the fullest extent permitted
         by law, except any breach of duty to the Participants or
         Beneficiaries or failure or refusal to pay SERP Benefits. If any
         individual person shall have been delegated the duties or
         responsibilities as Administrator, such person shall not be liable
         for any actions by him or her hereunder unless due to his or her own
         gross negligence or willful misconduct and shall be indemnified and
         saved harmless by the Employer from and against all personal
         liability to which he or she may be subject by reason of any act done
         or omitted to be done in his or her official capacity as
         Administrator in good faith in the administration of the Plan,
         including all expenses reasonably incurred in his or her defense in
         the event the Employer fails to provide such defense upon the request.

8.2      No Assignment. No benefit under the Plan or a Participation Agreement
         shall be subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance or charge, and any such
         action shall be void for all purposes of the Plan or a Participation
         Agreement. Except as provided in Section 8.15 and elsewhere in this
         Plan, no benefit shall in any manner be subject to the debts,
         contracts, liabilities, engagements, or torts of any person, nor shall
         it be subject to attachments or other legal process for or against any
         person.

8.3      No Employment Rights. Participation in this Plan and execution of a
         Participation Agreement shall not be construed to confer upon any
         Participant the legal right to be retained in the employ of the
         Employer or any Related Entity, or give a Participant or Beneficiary,
         or any other person, any right to any payment whatsoever, except to the
         extent of the benefits provided for hereunder. Each Participant shall
         remain subject to discharge to the same extent as if this Plan had
         never been adopted and the Participation Agreement had never been
         executed.

8.4      Incompetence. If the Administrator determines that any person to whom a
         benefit is payable under this Plan is incompetent by reason of physical
         or mental disability, the Administrator shall have the power to cause
         the payments becoming due to such person to be made to another
         individual for the Participant's (or Beneficiary's) benefit without
         responsibility of the Administrator to see to the application of such
         payments. Any payment made pursuant to such power shall, as to such
         payment, operate as a complete discharge of the Employer, the
         Administrator and their representatives.

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8.5      Identity. If, at any time, any doubt exists as to the identity of any
         person entitled to any payment hereunder or the amount or time of such
         payment, the Administrator shall be entitled to hold such sum until
         such identity or amount or time is determined or until an order of a
         court of competent jurisdiction is obtained. The Administrator shall
         also be entitled to pay such sum into court in accordance with the
         appropriate rules of law. Any expenses incurred by the Employer or
         Administrator incident to such proceeding or litigation shall be
         charged against the SERP Benefit of the affected Participant.

8.6      No Liability. Except as provided in Section 8.1, no liability shall
         attach to or be incurred by any employee of the Employer or
         Administrator individually under or by reason of the terms, conditions
         and provisions contained in this Plan, or for the acts or decisions
         taken or made hereunder or in connection therewith; and, as a condition
         precedent to the establishment of this Plan or the receipt of benefits
         hereunder, or both, such liability, if any, is expressly waived and
         released by each Participant and by any and all persons claiming under
         or through any Participant or any other person. Such waiver and release
         shall be conclusively evidenced by any act or participation in or the
         acceptance of benefits or the making of any election under this Plan.

8.7      Expenses. Except as otherwise provided in the Plan, all
         expenses incurred in the administration of the Plan shall be paid by
         the Employer.

8.8      Amendment and Termination. The Sponsor shall have the sole
         authority to modify, amend or terminate this Plan as described in
         Sections 6.4 and 6.5.

8.9      Employer Determinations. Any determinations, actions or decisions of
         the Sponsor (including but not limited to, Plan amendments and Plan
         termination) shall be made by the Board in accordance with its
         established procedures or by such other individuals, groups or
         organizations that have been properly delegated by the Board to make
         such determination or decision.
8.10     Construction. All questions of interpretation, construction or
         application arising under or concerning the terms of this Plan and any
         Participation Agreement shall be decided by the Administrator, in its
         sole and final discretion, whose decision, subject to Article VII,
         shall be final, binding and conclusive upon all persons.

8.11     Governing Law. To the extent not preempted by federal law,
         this Plan shall be governed by, construed and administered under the
         laws of the State of Ohio.

8.12     Severability. Should any provision of the Plan or any regulations
         adopted hereunder be deemed or held to be unlawful or invalid for any
         reason, such fact shall not adversely affect the other provisions or
         regulations unless such invalidity shall render impossible or
         impractical the functioning of the Plan and, in such case, the
         appropriate parties shall immediately adopt a new provision or
         regulation to take the place of the one held illegal or invalid.

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8.13     Headings. The headings contained in the Plan are inserted only as a
         matter of convenience and for reference and in no way define, limit,
         enlarge or describe the scope or intent of this Plan nor in any way
         shall they affect this Plan or the construction of any provision
         thereof.

8.14     Terms. Capitalized terms shall have meanings as defined herein.
         Singular nouns shall be read as plural, masculine pronouns shall be
         read as feminine, and vice versa, as appropriate. Also, the form of any
         defined term will include all of its other forms.

8.15     Ownership of Assets; Relationship with Sponsor/Employer. Subject to
         Section 8.16, nothing contained in the Plan, and no action taken
         pursuant to its provisions, shall create or be construed to create a
         trust of any kind or a fiduciary relationship between the Sponsor, any
         Employer and any Participant or any other person. To the extent that
         any person acquires a right to receive payments from an Employer under
         this Plan, such right shall be no greater than the right of an
         unsecured general creditor of the Employer.

8.16     Deposits in Trust. The Sponsor may, at its sole discretion, establish
         with a corporate trustee a grantor rabbi trust under which all or a
         portion of the assets of the Plan are to be held, administered and
         managed. The trust agreement evidencing the trust shall conform with
         the terms of Revenue Procedure 92-64 or any successor procedure. The
         Sponsor, in its sole discretion, may make (or may cause the Employer to
         make) deposits to augment the principal of such trust.

8.17     Lost Members. Each Participant is obliged to keep the Administrator
         apprised of his or her current mailing address and that of his or her
         Beneficiary. The Administrator's obligation to search for any
         Participant or Beneficiary is limited to sending a registered or
         certified letter to the Participant's or Beneficiary's last known
         address. Any SERP Benefit credited to any Participant or Beneficiary
         who does not file a claim for benefits with the Administrator will be
         forfeited no later than 12 months after benefits are otherwise payable.
         However, this forfeited benefit will be restored and paid if the
         Administrator subsequently approves a claim for benefits under the
         procedures described in Article VII.

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Executed this_____day of _____________, 2002.

                                            NB&T FINANCIAL GROUP, INC.

                                            By:_______________________________

                                            Title:____________________________

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