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                                  EXHIBIT 10.2

                   EXECUTIVE INDEXED SALARY CONTINUATION PLAN

                                    AGREEMENT

         This Agreement, made and entered into this 30th day of December, 1996,
by and between The Marion Bank, a Bank organized and existing under the laws of
the State of Ohio, hereinafter referred to as "the Bank", and Gary E. Pendleton,
a Key Employee and the Executive of the Bank, hereinafter referred to as "the
Executive".

         The Executive has been in the employ of the Bank for several years and
has now and for years past faithfully served the Bank. It is the consensus of
the Board of Directors of the Bank (The Board) that the Executive's services
have been of exceptional merit, in excess of the compensation paid and an
invaluable contribution to the profits and position of the Bank in its field of
activity. The Board further believes that the Executive's experience, knowledge
of corporate affairs, reputation and industry contacts are of such value and his
continued services are so essential to the Bank's future growth and profits that
it would suffer severe financial loss should the Executive terminate his
services.

         Accordingly, it is the desire of the Bank and the Executive to enter
into this Agreement under which the Bank will agree to make certain payments to
the Executive upon his retirement and, alternatively, to his beneficiary(ies) in
the event of his premature death while employed by the Bank.

         It is the intent of the parties hereto that this Agreement be
considered an arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, as a member of a select group of
management or highly-compensated employees of the Bank for purposes of the
Employee Retirement Security Act of 1974 (ERISA). The Executive is fully advised
of the Bank's financial status and has had substantial input in the design and
operation of this benefit plan.

         Therefore, in consideration of the Executive's services performed in
the past and those to be performed in the future and based upon the mutual
promises and covenants herein contained, the Bank and the Executive, agree as
follows:


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I.       DEFINITIONS

         A.       Effective Date:
                  --------------
                  The Effective Date of this Agreement shall be December 30,
                  1996.

         B.       Plan Year:
                  ---------

                  Any reference to "Plan Year" shall mean a calendar year from
                  January 1 to December 31. In the year of implementation, the
                  term "Plan Year" shall mean the period from the effective date
                  to December 31 of the year of the effective date.

         C.       Retirement Date:
                  ---------------

                  Retirement Date shall mean retirement from service with the
                  Bank which becomes effective on the first day of the calendar
                  month following the month in which the Executive reaches his
                  sixtieth (60th) birthday or such later date as the Executive
                  may actually retire.

         D.       Termination of Service:
                  ----------------------

                  Termination of Service shall mean voluntary resignation of
                  service by the Executive or the Bank's discharge of the
                  Executive without cause ["cause" defined in subparagraph III
                  (D) hereinafter], prior to the Normal Retirement Age
                  [described in subparagraph I (J) hereinafter].

         E.       Pre-Retirement Account:
                  ----------------------

                  A Pre-Retirement Account shall be established as a liability
                  reserve account on the books of the Bank for the benefit of
                  the Executive. Prior to termination of service or Retirement
                  Date or the Executive's actual retirement from service with
                  the Bank, such liability reserve account shall be increased or
                  decreased each Plan Year (including the Plan Year in which the
                  Executive ceases to be employed by the Bank) by an amount
                  equal to the annual earnings or loss for that Plan Year
                  determined by the Index [described in subparagraph I (G)
                  hereinafter], less the Cost of Funds Expense for that Plan
                  Year [described in subparagraph I (H) hereinafter].

         F.       Index Retirement Benefit:
                  ------------------------

                  The Index Retirement Benefit for the Executive for any year
                  shall be equal to the excess of the annual earnings (if any)
                  determined by the Index [subparagraph I (G)] for that Plan
                  Year over the Cost of Funds Expense [subparagraph I (H)] for
                  that Plan Year.


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         G.    Index:
               -----

               The Index for any Plan Year shall be the aggregate annual
               after-tax income from the life insurance contracts described
               hereinafter as defined by FASB Technical Bulletin 85-4. This
               Index shall be applied as if such insurance contracts were
               purchased on the effective date hereof.

               Insurance Company:          Alexander Hamilton Life Insurance Co.
               Policy Form:                Flexible Premium Adjustable Life
               Policy Name:                Executive Security Plan
               Insured's Age and Sex:      52, Male
               Riders:                     None
               Ratings:                    None
               Option:                     A
               Face Amount:                $1,239,860
               Premiums Paid:              $88,000
               Number of Premium Payments: Thirteen
               Assumed Purchase Date:      December 31, 1996

               If such contracts of life insurance are actually purchased by
               the Bank then the actual policies as of the dates they were
               purchased shall be used in calculations under this Agreement.
               If such contracts of life insurance are not purchased or are
               subsequently surrendered or lapsed, then the Bank shall
               receive annual policy illustrations that assume the above
               described policies were purchased from the above named
               insurance company(ies) on the Effective Date from which the
               increase in policy value will be used to calculate the amount
               of the Index.

               In either case, references to the life insurance contract are
               merely for purposes of calculating a benefit. The Bank has no
               obligation to purchase such life insurance and, if purchased,
               the Executive and his beneficiary(ies) shall have no ownership
               interest in such policy and shall always have no greater
               interest in the benefits under this Agreement than that of an
               unsecured general creditor of the Bank.

         H.    Cost of Funds Expense:
               ---------------------

               The Cost of Funds Expense for any Plan Year shall be
               calculated by taking the sum of the amount of premiums set
               forth in the Indexed policies described above plus the amount
               of any after-tax benefits paid to the Executive pursuant to
               this Agreement (Paragraph III hereinafter) plus the amount of
               all previous years after-tax Costs of Funds Expense, and
               multiplying that sum by the average after-tax cost of funds of
               the Bank's third quarter Call Report for the Plan Year as
               filed with the Federal Reserve.




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         I.       Change of Control:
                  -----------------

                  Change of control shall be deemed to be the cumulative
                  transfer of more than fifty percent (50%) of the voting stock
                  of the Bank Holding Company from the Effective Date of this
                  Agreement. For the purposes of this Agreement, transfers on
                  account of deaths or gifts, transfers between family members
                  or transfers to a qualified retirement plan maintained by the
                  Bank shall not be considered in determining whether there has
                  been a change in control.

         J.       Normal Retirement Age:
                  ---------------------

                  Normal Retirement Age shall mean the date on which the
                  Executive attains age sixty-five (65).

II.      EMPLOYMENT

         No provision of this Agreement shall be deemed to restrict or limit any
         existing employment agreement by and between the Bank and the
         Executive, nor shall any conditions herein create specific employment
         rights to the Executive nor limit the right of the Employer to
         discharge the Executive with or without cause. In a similar fashion, no
         provision shall limit the Executive's rights to voluntarily sever his
         employment at any time.

III.     INDEX BENEFITS

         The following benefits provided by the Bank to the Executive are in the
         nature of a fringe benefit and shall in no event be construed to effect
         nor limit the Executive's current or prospective salary increases, cash
         bonuses or profit-sharing distributions or credits.

         A.       Retirement Benefits:
                  -------------------

                  Should the Executive continue to be employed by the Bank until
                  his Retirement Date, defined in subparagraph I (C), he shall
                  be entitled to receive the balance in his Pre-Retirement
                  Account [as defined in subparagraph I (E)] in fifteen (15)
                  equal annual installments commencing thirty (30) days
                  following the Executive's Retirement. In addition to these
                  payments, commencing with the Plan Year in which the Executive
                  attains his Normal Retirement Age, defined in subparagraph I
                  (J), the Index Retirement Benefit [as defined in subparagraph
                  I (F) above] for each year shall be paid to the Executive
                  until his death.


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         B.       Termination of Service:
                  ----------------------

                  Subject to subparagraph III (D) hereinafter, should the
                  Executive suffer a termination of service [defined in
                  subparagraph I (D)], he shall be entitled to receive ten
                  percent (10%), times the number of full years (to a maximum of
                  100%) the Executive has served from the date of first
                  employment prior to attaining Normal Retirement Age with the
                  Bank, times the balance in the Pre-Retirement Account paid
                  over fifteen (15) years in equal installments commencing at
                  the Retirement Date [subparagraph I (C)]. In addition to these
                  payments, commencing upon the Executive's Normal Retirement
                  Age, ten percent (10%) times full years of service with the
                  Bank, times the Index Retirement Benefit for each year shall
                  be paid to the Executive until his death.

         C.       Death:
                  -----

                  Should the Executive die prior to having received the full
                  balance of the Pre-Retirement Account, the unpaid balance of
                  the Pre-Retirement Account shall be paid in a lump sum to the
                  beneficiary selected by the Executive and filed with the Bank.
                  In the absence of or a failure to designate a beneficiary, the
                  unpaid balance shall be paid in a lump sum to the personal
                  representative of the Executive's estate.

         D.       Discharge for Cause:
                  -------------------

                  Should the Executive be discharged for cause at any time prior
                  to his Retirement Date, all Index Benefits under this
                  Agreement [subparagraphs III (A), (B) or (C)] shall be
                  forfeited. The term "for cause" shall mean gross negligence or
                  gross neglect or the conviction of a felony or gross-
                  misdemeanor involving moral turpitude, fraud, dishonesty
                  or willful violation of any law that results in any adverse
                  effect on the Bank. If a dispute arises as to discharge "for
                  cause", such dispute shall be resolved by arbitration as set
                  forth in this Agreement.

         E.       Disability:
                  ----------

                  In the event the Executive shall become disabled, he shall be
                  considered to have reached his retirement date as of the date
                  of his disability for the purposes of receiving benefit
                  payments under this Agreement. The fact of disability shall be
                  in the sole discretion of the Board of Directors of the Bank
                  upon the application of the Executive.



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         F.       Death Benefit:
                  -------------

                  Except as set forth above, there is no death benefit provided
                  under this Agreement.

IV.      RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside, earmark or entrust any
         fund or money with which to pay its obligations under this Agreement.
         The Executive, his beneficiary(ies) or any successor in interest to him
         shall be and remain simply a general creditor of the Bank in the same
         manner as any other creditor having a general claim for matured and
         unpaid compensation.

         The Bank reserves the absolute right at its sole discretion to either
         fund the obligations undertaken by this Agreement or to refrain from
         funding the same and to determine the exact nature and method of such
         funding. Should the Bank elect to fund this Agreement, in whole or in
         part, through the purchase of life insurance, mutual funds, disability
         policies or annuities, the Bank reserves the absolute right, in its
         sole discretion, to terminate such funding at any time, in whole or in
         part. At no time shall the Executive be deemed to have any lien or
         right, title or interest in or to any specific funding investment or to
         any assets of the Bank.

         If the Bank elects to invest in a life insurance, disability or annuity
         policy upon the life of the Executive, then the Executive shall assist
         the Bank by freely submitting to a physical exam and supplying such
         additional information necessary to obtain such insurance or annuities.

V.       CHANGE OF CONTROL

         Upon a Change of Control [as defined in subparagraph I (I) herein], if
         the Executive's employment is subsequently terminated then he shall
         receive the benefits promised in this Agreement upon attaining Normal
         Retirement Age, as if he had been continuously employed by the Bank
         until his Normal Retirement Age. The Executive will also remain
         eligible for all promised death benefits in this Agreement. In
         addition, no sale, merger or consolidation of the Bank shall take place
         unless the new or surviving entity expressly acknowledges the
         obligations under this Agreement and agrees to abide by its terms.



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VI.      MISCELLANEOUS

         A.       Alienability and Assignment Prohibition:
                  ---------------------------------------

                  Neither the Executive, his/her surviving spouse nor any other
                  beneficiary under this Agreement shall have any power or right
                  to transfer, assign, anticipate, hypothecate, mortgage,
                  commute, modify or otherwise encumber in advance any of the
                  benefits payable hereunder nor shall any of said benefits be
                  subject to seizure for the payment of any debts, judgments,
                  alimony or separate maintenance owed by the Executive or his
                  beneficiary, nor be transferable by operation of law in the
                  event of bankruptcy, insolvency or otherwise. In the event the
                  Executive or any beneficiary attempts assignment, commutation,
                  hypothecation, transfer or disposal of the benefits hereunder,
                  the Bank's liabilities shall forthwith cease and terminate.

         B.       Binding Obligation of Bank and any Successor in Interest:
                  --------------------------------------------------------

                  The Bank expressly agrees that it shall not merge or
                  consolidate into or with another bank or sell substantially
                  all of its assets to another bank, firm or person until such
                  bank, firm or person expressly agrees, in writing, to assume
                  and discharge the duties and obligations of the Bank under
                  this Agreement. This Agreement shall be binding upon the
                  parties hereto, their successors, beneficiary(ies), heirs and
                  personal representatives.

         C.       Revocation:
                  ----------

                  It is agreed by and between the parties hereto that, during
                  the lifetime of the Executive, this Agreement may be amended
                  or revoked at any time or times, in whole or in part, by the
                  mutual written assent of the Executive and the Bank.

         D.       Gender:
                  ------

                  Whenever in this Agreement words are used in the masculine or
                  neuter gender, they shall be read and construed as in the
                  masculine, feminine or neuter gender, whenever they should so
                  apply.

         E.       Effect on Other Bank Benefit Plans:
                  ----------------------------------

                  Nothing contained in this Agreement shall affect the right of
                  the Executive to participate in or be covered by any qualified
                  or non-qualified pension, profit-sharing, group, bonus or
                  other supplemental compensation or fringe benefit plan
                  constituting a part of the Bank's existing or future
                  compensation structure.



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         F.       Headings:
                  --------

                  Headings and subheadings in this Agreement are inserted for
                  reference and convenience only and shall not be deemed a part
                  of this Agreement.

         G.       Applicable Law:
                  --------------

                  The validity and interpretation of this Agreement shall be
                  governed by the laws of the State of Ohio.

VII.     ERISA PROVISION

         A.       Named Fiduciary and Plan Administrator:
                  --------------------------------------

                  The "Named Fiduciary and Plan Administrator" of this plan
                  shall be The Marion Bank until its removal by the Board. As
                  Named Fiduciary and Administrator, the Bank shall be
                  responsible for the management, control and administration of
                  the Salary Continuation Agreement as established herein. The
                  Named Fiduciary may delegate to others certain aspects of the
                  management and operation responsibilities of the plan
                  including the employment of advisors and the delegation of
                  ministerial duties to qualified individuals.

         B.       Claims Procedure and Arbitration:
                  --------------------------------

                  In the event a dispute arises over benefits under this
                  Agreement and benefits are not paid to the Executive (or to
                  his beneficiary in the case of the Executive's death) and such
                  claimants feel they are entitled to receive such benefits,
                  then a written claim must be made to the Plan Administrator
                  named above within ninety (90) days from the date payments are
                  refused. The Plan Administrator shall review the written claim
                  and if the claim is denied, in whole or in part, they shall
                  provide in writing within ninety (90) days of receipt of such
                  claim their specific reasons for such denial, reference to the
                  provisions of this Agreement upon which the denial is based
                  and any additional material or information necessary to
                  perfect the claim. Such written notice shall further indicate
                  the additional steps to be taken by claimants if a further
                  review of the claim denial is desired. A claim shall be deemed
                  denied if the Plan Administrator fails to take any action
                  within the aforesaid ninety-day period.

                  If claimants desire a second review they shall notify the Plan
                  Administrator in writing within ninety (90) days of the first
                  claim denial. Claimants may review this Agreement or any
                  documents relating thereto and submit any written issues and




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                  comments they may feel appropriate. In its sole discretion,
                  the Plan Administrator shall then review the second claim and
                  provide a written decision within ninety (90) days of receipt
                  of such claim. This decision shall likewise state the specific
                  reasons for the decision and shall include reference to
                  specific provisions of this Agreement upon which the decision
                  is based.

                  If claimants continue to dispute the benefit denial based upon
                  completed performance of this Agreement or the meaning and
                  effect of the terms and conditions thereof, then claimants may
                  submit the dispute to a Board of Arbitration for final
                  arbitration. Said Board shall consist of one member selected
                  by the claimant, one member selected by the Bank, and the
                  third member selected by the first two members. The Board
                  shall operate under any generally recognized set of
                  arbitration rules. The parties hereto agree that they and
                  their heirs, personal representatives, successors and assigns
                  shall be bound by the decision of such Board with respect to
                  any controversy properly submitted to it for determination.

                  Where a dispute arises as to the Bank's discharge of the
                  Executive "for cause", such dispute shall likewise be
                  submitted to arbitration as above described and the parties
                  hereto agree to be bound by the decision thereunder.

         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the 30th day
of December, 1996 and that, upon execution, each has received a conforming copy.

                                       THE MARION BANK

                                       By:
---------------------------               --------------------------------------
Witness                                                              Title

                                       By:
---------------------------               --------------------------------------
Witness                                     Gary E. Pendleton


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