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                                                                    Exhibit 10.1


                                 LEASE AGREEMENT


         This Lease Agreement is made and entered into this 20th day of June,
1996, by and between Henney and Cooper, Inc., an Ohio corporation of Marion,
Ohio, hereinafter called Lessor, and The Marion Bank, an Ohio corporation of
Marion, Ohio, hereinafter called Lessee.

         WHEREAS, Lessor owns certain vacant land located on Richland Road in
Marion, Ohio on which it is willing to cause the construction of a building to
suit Lessee's needs; and

         WHEREAS, Lessee is engaged in general banking business in Marion, Ohio
and the surrounding counties and wishes to enter into a long term lease for the
land owned and the building to be built by Lessor and located on Richland Road,
and

         WHEREAS, the parties desire to enter into a long term lease on the
terms and conditions hereinafter provided,

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and other good and valuable consideration, Lessor does hereby
demise and lease to Lessee and Lessee does hereby lease from Lessor the premises
situated on Richland Road in Marion, Marion County, Ohio and more particularly
described in Exhibit A attached hereto and hereinafter called the "Leased
Premises."


                       ARTICLE 1. CONSTRUCTION OF BUILDING

         1.01. Lessor agrees to cause to be constructed a building on the Leased
Premises substantially in accordance with a set of construction drawings
prepared by the architectural firm of Jester, Jones, Schifer and Feltham dated
March 15, 1996, said drawings being incorporated herein for reference for
purposes of establishing the building and other improvements to be constructed
on the Leased Premises (hereinafter referred to as the "Drawings".) The entire
cost of land, buildings, improvements, labor, equipment and all other items
shown on the Drawings shall be born by Lessor. The estimated completion date is
October 31, 1996.


                                ARTICLE 2. TERM

         2.01. The term of this lease shall be twenty (20) years commencing on
the date a certificate of occupancy is delivered to Lessee.




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                                 ARTICLE 3. RENT

         3.01. Lessee agrees to pay to Lessor without any prior demand therefor
and without any deduction or set-off whatsoever, and as a fixed minimum rent, a
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sum equal to all cost of construction in accordance with the Drawings amortized
over twenty (20) years at the rate of eight percent (8%) payable in monthly
installments ($8.36 per thousand per month). The parties agree that the cost of
construction shall be the sum of Four Hundred Eight Thousand Dollars
($408,000.00). Any deletions or additions to the cost of construction shall be
approved in advance and in writing by Lessee. The anticipated cost of
construction as hereinabove stated shall be adjusted in accordance with approved
deletions or additions with a corresponding adjustment of the rent. Except for
the first month which shall be prorated, the rent shall be due and payable on
the first day of each month in advance. Rent not paid by the tenth (10th) of the
month shall be assessed a penalty equal to ten percent (10%) of the monthly rent
due. Any installment of rent and penalty not paid within thirty (30) days of its
due date shall bear interest at the rate of ten percent (10%) per annum. Rent
shall commence on the date a certificate of occupancy is delivered to Lessee and
shall continue for a period of twenty (20) years. At the time the payment of
rent commences, the parties agree that an Addendum to this lease shall be signed
by Lessor and Lessee which states the fixed minimum rent to be paid each month
over the term of the Lease, calculated as heretofore stated, using the final
cost of construction.

         3.02. At the conclusion of the fifth (5th), tenth (10th) and fifteenth
(15th) years of this lease, the rent shall be adjusted by a percentage equal to
fifty percent (50%) of the cumulative total of the CPI for the previous five
(5)-year period as determined by the Consumer Price Index for Urban Wage Earners
and Clerical Workers-- U.S. City Average published by the Bureau of Labor
Statistics, United States Department of Labor, or if not then published, then by
the most similar economic indicator then published, with a maximum increase of
ten percent (10%) for any one five (5)-year period and a minimum of five percent
(5 %) for any one five (5)-year period.

                        ARTICLE 4. TAXES AND ASSESSMENTS

                                PAYMENT BY LESSEE

         4.01. Lessee shall, as further consideration for this lease, pay and
discharge all taxes, general and special assessments and other charges of every
description which during the term of this lease may be levied on or assessed
against the Leased Premises and all interests therein and all improvements and
other property thereon, whether belonging to Lessor or to Lessee, or to which
either of them may become liable in relation thereto.

                              HOLD HARMLESS CLAUSE

         4.02. Lessee agrees to and shall protect and hold harmless Lessor and
the Leased Premises from liability for any and all such taxes, assessments, and
charges, together with any interest, penalties, or other sums thereby imposed.
and from any sale or other proceeding to enforce payment thereof.

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                     PRORATION OF FIRST AND LAST YEAR TAXES

         4.03. All such taxes and assessments for the first and last years of
this lease shall be prorated between Lessor and Lessee on the basis of the ratio
between the time the premises are leased to lessee and the time the premises are
not so leased.

                                 TIME OF PAYMENT

         4.04. Lessor agrees to provide Lessee with the tax and assessment bills
not less than fifteen (15) days before they are due. Lessee agrees to and shall
pay all such foregoing taxes, assessments, and charges prior to the delinquency
thereof and give notice of each such payment to Lessor. If Lessor fails to give
Lessee the tax bills fifteen (15) days before they are due, Lessor shall be
responsible for any delinquency thereon.

                      PAYMENT BY LESSOR ON LESSEE'S DEFAULT

         4.05. If Lessee fails to pay such taxes, assessments, or charges, or
fails to give written notice of any payment thereof as herein provided, Lessor
may, at its option, pay such taxes, assessments, or charges, together with all
penalties and interest which may have been added thereto because of Lessee's
delinquency or default, and may likewise redeem the Leased Premises, or any part
thereof, or the buildings or improvements situated thereon, from any tax sale or
sales. Any such amounts so paid by Lessor shall become immediately due and
payable as rent by Lessee to Lessor, together with interest thereon at the rate
of ten percent (10%) per annum from the date of payment by Lessor until paid by
Lessee. Any such payment by Lessor shall not be deemed to be a waiver of any
other rights which Lessor may have under the provisions of this lease or as
provided by law.

                     CONTESTING LEVY, ASSESSMENT, OR CHARGE

         4.06. Lessee shall have the privilege, acting in the name of the
Lessor, before delinquency occurs, of protesting, contesting, objecting to, or
opposing the legality or amount of any such taxes, assessments, or public
charges to be paid by Lessee hereunder. If Lessee shall, in good faith, deem the
same to be illegal or excessive, and in the event of any such contest, he may to
the extent provided by law defer payment of any such tax, assessment, fee, or
charge so long as the legality or the amount thereof is so contested in good
faith; provided, however, that if any time payment of the whole or any part
thereof shall become necessary in order to prevent the termination, by sale or
otherwise, of the right of redemption of any property affected thereby, or to
prevent eviction of either Lessor or Lessee because of nonpayment thereof,
Lessee shall pay the same in order to prevent such termination of the right of
redemption or such eviction. Any such contest, whether before or after payment,
may be made in the name of Lessor or Lessee, or both, as Lessee may determine,
but if such contest is made by Lessee in the name of Lessor, then Lessor shall
be notified thereof at least five (5) days prior to the commencement of the

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proceeding and Lessor shall cooperate, reasonably, in such contest. Any such
contest shall be at the sole cost and expense of Lessee. Each refund of any tax,
assessment, fee, or charge so contested shall be paid to Lessee. Lessor shall
not, without the prior approval of Lessee, make or enter into or finally agree
to any settlement, compromise, or any disposition of any contest, or discontinue
or withdraw any contest, or accept any refund, other adjustment, or credit of or
from any such tax or assessment as a result of any contest.

                                 TAXES EXCLUDED

         4.07. Nothing herein contained requires, or shall be construed to
require, Lessee (or any of its subtenants) to pay any personal property, gift,
estate, inheritance, or other tax assessed against Lessor, his heirs or
successors and assigns or any income or other tax assessment charge, or levy on
the rent payable by Lessee under this lease.


                              ARTICLE 5. INSURANCE

                               LESSOR'S OBLIGATION

         5.01. Lessor agrees to and shall secure from a good and responsible
company or companies doing insurance business in the State of Ohio, and maintain
during the entire term of this lease, the following coverage:

                  (a) Fire and extended coverage insurance in an amount not less
         than one hundred percent (100%) of the value of the Leased Premises and
         other improvements on the Leased Premises, provided that insurance in
         that percentage can be obtained, and, if not, than to the highest
         percentage that can be obtained less than the said one-hundred percent
         (100%).

                  (b) Lessee shall annually reimburse Lessor the actual cost of
         the above-described insurance. Said reimbursement shall be due within
         thirty (30) days of receipt of notice from Lessor of the amount due
         with supporting documentation. Any reimbursement not paid within thirty
         (30) days of the due date shall bear interest at the rate of ten
         percent (10%) per annum.

                  (c) Upon sixty (60) days notice to Lessor, and consistent with
         the cancellation provisions of any policy then in effect, Lessee may
         elect to directly obtain the above described insurance in compliance
         with the terms hereof and to pay the premium therefor directly to the
         carrier. If Lessee elects to obtain fire and extended coverage
         directly, Lessor agrees to cooperate and execute all applications,
         policies or other documents that may be required to obtain such
         insurance.




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                               LESSEE'S OBLIGATION

         5.02. Lessee agrees to secure from a good and responsible company or
companies doing insurance business in the State of Ohio and maintain during the
term of this lease, the following insurance coverage:

                  (a) Public liability insurance in the minimum amount of Three
         Million Dollars ($3,000,000.00) for loss from an accident resulting in
         bodily injury to or death of persons, and One Million Dollars
         ($1,000,000.00) for loss from an accident resulting in damage to or
         destruction of property. Lessee shall also insure all the contents of
         the building at its sole expense.

                               ADDITIONAL INSUREDS

         5.03. Lessor and Lessee agree that the other shall be named as an
additional insured on the aforementioned policies of insurance.

                               SUBROGATION WAIVER

         5.04. Lessor and Lessee agree that, in the event of loss due to any of
the perils for which they have agreed to provide insurance, each party shall
look solely to its insurance for recovery. Lessor and Lessee hereby grant to
each other, on behalf of any insurer providing insurance to either of them with
respect to the demised premises, a waiver of any right of subrogation which any
insurer of one party may acquire against the other by virtue of payment of any
loss under such insurance.

                                PROOF OF COVERAGE

         5.05. The original policies may be retained by the insured, but the
other party shall have the right to inspect any and all such policies, and the
insured, on demand, agrees to furnish the other party proof of payment of the
premium or premiums on any such policies.

                         PROTECTION AGAINST CANCELLATION

         5.06. Proof must also be given by each party to the other that each of
the policies provided for in this article expressly provides that the policy
shall not be cancelled or altered without ten (10) days' prior written notice to
the other party.

                                FAILURE TO SECURE

         5.07. If either party at any time during the term hereof should fail to
secure or maintain the foregoing insurance, the other party shall be permitted
to obtain such insurance in the defaulting party's name or as the agent of the
defaulting party and shall be compensated by the defaulting party for the cost
of the insurance premiums. The defaulting party shall pay the other interest on
paid

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insurance premiums at the rate of ten percent (10%) per annum computed from the
date written notice is received that the premiums have been paid.

                          PARTIAL OR TOTAL DESTRUCTION

         5.08 If the building on the leased premises should be partially or
totally destroyed by fire, flood, or other casualty, Lessor shall rebuild and/or
make repairs so that the building is substantially the same as before such
destruction or damage. If the rebuilding or repairs cannot reasonably be
completed within one hundred and ninety-five (195) working days from the date of
written notification by Lessee to Lessor of the occurrence of the damage, this
lease shall terminate at the option of the Lessee and rent shall be abated for
the unexpired portion of this lease, effective as of the date of said written
notification.


                              ARTICLE 6. UTILITIES

         6.01. Lessee shall during the term hereof pay all charges for all
utilities, including but not limited to telephone, gas, electricity, sewage, and
water used in or on the Leased Premises and for the removal of rubbish therefrom
immediately on becoming due and shall hold Lessor harmless from any liability
therefor.


                          ARTICLE 7. WASTE AND NUISANCE

         7.01. Lessee shall not commit, or suffer to be committed, any waste on
the Leased Premises, nor shall maintain, commit, or permit the maintenance or
commission of any nuisance on the Leased Premises or use the Leased Premises for
any unlawful purpose.


                       ARTICLE 8. REPAIRS AND MAINTENANCE

                     LESSEE'S DUTIES TO REPAIR AND MAINTAIN

         8.01. Except as otherwise provided herein, Lessee agrees to keep the
Leased Premises in good order and repair, reasonable wear and tear excepted.
More specifically Lessee agrees:

         (a)      To keep the Leased Premises clean and sanitary,

         (b)      To dispose from the Leased Premises all rubbish, garbage, and 
                  other waste, in a clean and sanitary manner,

         (c)      To repair or replace all broken or damaged doors and windows 
                  (both interior and exterior),

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         (d)      To repair and maintain the entire interior of the building,

         (e)      To repair, maintain and replace all wash basins, sinks, 
                  toilets and all plumbing fixtures,

         (f)      To repair and maintain all electrical lighting outlets, light 
                  fixtures, ballasts and all other electrical fixtures,

         (g)      To repair and maintain all interior walls, floors, ceilings 
                  and carpeting.

         (h)      To repair and maintain all signs posted on the interior or 
                  exterior of the Leased Premises,

         (i)      To repair and maintain the heating and cooling equipment 
                  serving the Leased Premises.

         (j)      To maintain all grass and landscaping.

         (k)      To repair and maintain all other portions of the Leased 
                  Premises not specifically enumerated as the Lessor's 
                  responsibility under Paragraph 8.02 hereof.

                     LESSOR'S DUTIES TO REPAIR AND MAINTAIN

         8.02. Except as otherwise provided herein, Lessor agrees to repair and
maintain the exterior of the Leased Premises in good order and repair,
reasonable wear and tear excepted. More specifically Lessor agrees:

         (a)      To keep the roof and exterior walls in a good state of repair.

         (b)      To replace the heating and cooling systems, unless replacement
                  is caused by Lessee's failure to perform routine maintenance.
                  Provided, however, that if replacement of the heating and
                  cooling system is required during the first fifteen (15) years
                  of the lease, the cost of replacement shall be shared equally
                  by Lessor and Lessee.

         (c)      To repair and maintain the common portion of the driveway from
                  Richland Road to a point in the driveway ending with the
                  easterly boundary of the Leased Premises, provided, however,
                  that Lessee shall provide snow removal for said driveway.




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                ARTICLE 9. ALTERATIONS, IMPROVEMENTS AND FIXTURES

                                    FIXTURES

         9.01. Lessee shall have the right at any time and from time to time
during the term and any extended term hereof at his sole cost and expense, to
affix and install such property and equipment to, in, or on the Leased Premises
as it shall in its sole discretion deem advisable. Any such fixtures, equipment,
and other property installed in or affixed to or on the Leased Premises shall
remain the property of Lessee, and Lessor agrees that Lessee shall have the
right at any time, and from time to time, to remove any and all such fixtures,
equipment, and other property provided, however, that Lessee shall repair any
damages to the Leased Premises caused by such removal. Provided, further, that
any such fixtures, equipment, or property not removed from the premises within
thirty (30) days after expiration or sooner termination of the term or extended
term hereof shall be deemed to have been abandoned by Lessee and shall thereupon
become the absolute property of Lessor without compensation to Lessee.

                                  IMPROVEMENTS

         9.02. Upon written consent of Lessor, which consent shall not
unreasonably be withheld, Lessee shall have the right at his own cost and
expense from time to time during the initial term or any extended term hereof to
construct on the Leased Premises such buildings and other improvements and make
such alterations, additions, and changes therein as it deems necessary or
convenient for its purposes, and it shall be permitted from time to time during
and within thirty (30) days after expiration or sooner termination of the term
hereof to remove any such building or other improvements erected or made by it;
provided, however, that it shall repair any damages to the Leased Premises
caused by such removal and further provided that any such building or
improvement which shall not have been removed by Lessee on or within thirty (30)
days after expiration or sooner termination of the term or any extended term
hereof shall be deemed abandoned by Lessee and shall thereupon become the
absolute property of Lessor without compensation to Lessee, and Lessee shall not
be required on such abandonment to restore the premises to their present
condition. Lessee nevertheless covenants and agrees that any such improvements
shall be made in a careful, workmanlike manner and in compliance with all
applicable federal, state, and municipal laws and regulations.


                          ARTICLE 10. QUIET POSSESSION

                          COVENANT OF QUIET POSSESSION

         10.01. Lessor shall, on the commencement date of the term of this lease
as hereinabove set forth, place Lessee in quiet possession of the Leased
Premises and shall secure him in the quiet possession thereof against all
persons lawfully claiming the same during the entire lease term and each
extension thereof.

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                         COVENANT REGARDING ENCUMBRANCES

         10.02. Lessor warrants that this Lease is superior in priority to any
other encumbrances on the Leased Premises save and except any restrictions of
record in existence upon the execution hereof and except for any real estate
taxes not yet due and payable.

         10.03. Lessor may from time to time execute a mortgage on the Leased
Premises and Lessee agrees to subordinate its leasehold interest to such
mortgagee provided the mortgagee executes a nondisturbance and attornment
agreement in a form acceptable to Lessee.

         10.04. Lessor agrees within thirty (30) days after execution hereof to
provide Lessee with a certificate of title opinion showing the status of the
title at the commencement of this lease.

         10.05 If at any time, Lessor seeks financing the security for which
shall be the Leased Premises, Lessor agrees to give the Lessee the right of
first refusal to match any bona fide financing terms offered by another
financial institution. Lessee shall have a period of ten (10) days after notice
to exercise or waive its right of first refusal.


                           ARTICLE 11. OPTION TO RENEW

         11. 01. Lessee is hereby granted and shall, if not at the time in
default under this lease, have an option to renew this lease for two successive
periods of five (5) years each, but otherwise on the same terms, covenants, and
conditions herein contained.

                                  HOW EXERCISED

         11.02. This option shall be exercised only by Lessee's delivering to
Lessor in person or by United States registered or certified mail on or before
six (6) months before expiration of the initial or a renewable term written
notice of its election to renew or extend the term of this lease as herein
provided.

                                RENT UPON RENEWAL

         11.03. The monthly rent during any renewal period shall be negotiated
during the ninety (90) days immediately prior to the expiration of the initial
term, which shall be subject to arbitration if the parties do not agree.

                             EFFECT OF HOLDING OVER

         11.04. In the event Lessee does not renew this lease as herein
provided, and holds over

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beyond the expiration of the term hereof, such holding over shall be deemed a
month-to-month tenancy only at the monthly rent then being paid, payable on the
last day of each and every month thereafter until the tenancy is terminated in a
manner provided by law.

                        ARTICLE 12. SURRENDER OF PREMISES

                                     NOTICE

         12.01. Lessee shall, at least six (6) months prior to expiration of the
term or any renewal term hereof, give to Lessor a written notice of its
intention to surrender the Leased Premises on that date, but nothing contained
herein shall be construed as an extension of the term hereof or as a consent of
Lessor to any holding over by Lessee.

                               REMOVAL OF PROPERTY

         12.02. Lessee shall, without demand therefor and at his own cost and
expense within thirty (30) days after expiration or sooner termination of the
term hereof or of any renewal term hereof remove all property belonging to it
and all alterations, additions, or improvements, and fixtures which by the terms
hereof it is permitted to remove, repair all damage to the Leased Premises
caused by such removal and restore the Leased Premises to the condition they
were in prior to the installation of the property so removed. Any property not
so removed shall be deemed to have been abandoned by Lessee and may be retained
or disposed of by Lessor.

                                    SURRENDER

         12.03. Lessee agrees to and shall, on expiration or sooner termination
of the term hereof or of any extended term hereof, promptly surrender and
deliver the Leased Premises to Lessor without demand therefor in good condition,
ordinary wear and tear and damage by the elements, fire, or act of God, or by
other cause beyond the reasonable control of Lessee excepted.


                            ARTICLE 13. CONDEMNATION

                                 ALL OF PREMISES

         13.01. If during the term of this lease or any extension or renewal
thereof, all of the Leased Premises should be taken for any public or
quasi-public use under any law, ordinance, or regulation or by right of eminent
domain, or should be sold to the condemning authority under threat of
condemnation, this lease shall terminate and the rent shall be abated during the
unexpired portion of this lease, effective as of the date of the taking of said
premises by the condemning authority.




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                                     PARTIAL

         13.02. If less than all of the leased premises shall be taken for any
public or quasi-public use under any law, ordinance, or regulation, or by right
of eminent domain, or should be sold to the condemning authority under threat of
condemnation, this lease shall not terminate but Lessor shall forthwith at his
sole expense, restore and reconstruct the building and other improvements,
situated on the leased premises, provided such restoration and reconstruction
shall make the same reasonable tenantable and suitable for the uses for which
the premises are leased. The rent payable hereunder during the unexpired portion
of this lease shall be adjusted equitably.

                              ALLOCATION OF AWARDS

         13.03. Lessor and Lessee shall each be entitled to receive and retain
such separate awards and portions of lump sum awards as may be allocated to
their respective interests in any condemnation proceedings. The termination of
this lease shall not affect the rights of the respective parties to such awards.

                        ARTICLE 14. DEFAULTS AND REMEDIES

                                DEFAULT BY LESSEE

         14.01. If Lessee shall allow the rent to be in arrears more than thirty
(30) days after written notice of such delinquency, or shall remain in default
under any other condition of this lease for a period of thirty (30) days after
written notice from Lessor, or should any other person other than Lessee secure
possession of the premises, or any part thereof, by reason of any receivership,
bankruptcy, proceedings, or other operation of law in any manner whatsoever,
Lessor may at its option, without notice to Lessee, terminate this lease or in
the alternative, Lessor may re-enter and take possession of said premises and
remove all persons and property therefrom, without being deemed guilty of any
manner of trespass, and relet the premises or any part thereof, for all or any
part of the remainder of said term, to a party satisfactory to Lessor, and at
such monthly rental as Lessor may with reasonable diligence be able to secure.
Should Lessor be unable to relet after reasonable efforts to do so, or should
such monthly rental be less than the rental Lessee was obligated to pay under
this lease, or any renewal thereof, plus the expense of reletting, then Lessee
shall pay the amount of such deficiency to Lessor.

         All rights and remedies of Lessor under this lease shall be cumulative,
and none shall exclude any other right or remedy at law. Such rights and
remedies may be exercised and enforced concurrently and whenever and as often as
occasion therefor arises.

                                DEFAULT BY LESSOR

         14.02. If Lessor defaults in the performance of any term, covenant, or
condition required to be performed by him under this agreement, Lessee may elect
either one of the following:

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                  (a)      After not less than thirty (30) days' notice to
                           Lessor, Lessee may remedy such default by any
                           necessary action, and in connection with such remedy
                           may pay expenses and employ counsel; all reasonable
                           sums expended or obligations incurred by Lessee in
                           connection therewith shall be paid by Lessor to
                           Lessee on demand, and on failure of such
                           reimbursement, Lessee may, in addition to any other
                           right or remedy that Lessee may have, deduct the
                           costs and expenses thereof from rent subsequently
                           becoming due hereunder; or

                  (b)      Elect to terminate this agreement on giving at least
                           thirty (30) days' notice to Lessor of such intention,
                           thereby terminating this agreement on the date
                           designated in such notice, unless Lessor shall have
                           cured such default prior to expiration of the thirty
                           (30)-day period.


                        ARTICLE 15. INSPECTION BY LESSOR

         15.01. Lessee shall permit Lessor and his agents to enter into and upon
the leased premises at all reasonable times for the purpose of inspecting the
same or for the purpose of maintaining or making repairs or alterations to the
building.

             ARTICLE 16. ASSIGNMENT, SUBLEASE AND LESSOR'S COVENANT

         16.01. Lessee shall have the right with the prior written consent of
Lessor, which consent will not be unreasonably withheld, to assign this lease,
and any interest therein, and to sublet the Leased Premises, or any part
thereof, or any right or privilege pertinent thereto, provided each assignee
assumes in writing all of Lessee's obligations under this lease, and Lessee
shall remain liable for each and every obligation under this lease, and provided
further Lessee shall not sublease to any person or entity which is in the same
business as any of Lessor's other tenants on Richland Road or Mt. Vernon Avenue
in Marion, Ohio.

                              ASSIGNMENT BY LESSOR

         16.02. Lessor is expressly given the right to assign any or all of its
interest under the terms of this lease.

         16.03. Lessor or any of its affiliates agrees that during the initial
and any renewal terms hereof not to lease any real estate currently owned by it,
located on Richland Road or Mt. Vernon Avenue, to any other financial
institution of any kind doing business in Marion County, save and except for any
tenants of Lessor already under lease at the time of execution of this lease or
their successors and assigns.

         16.04. For purposes of this paragraph "affiliate" shall mean Lessor or
any of its shareholders, officers, directors or successors in interest thereto.

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                       ARTICLE 17. RIGHT OF FIRST REFUSAL


         17.01. If at any time during the initial term or any renewal term of
this lease Lessor shall receive a bona fide offer to purchase the Leased
Premises which Lessor desires to accept, Lessee is hereby granted a right of
first refusal to purchase the Leased Premises on the same terms and conditions
of the bona fide offer. Lessee shall have a period of thirty (30) days after
written notice in which to exercise or waive its right of first refusal.
Provided, however, the right of first refusal granted to Lessee pertains only to
the Leased Premises and not to other contiguous property owned by Lessor, nor to
any offer received by Lessor which includes such contiguous property in addition
to the Leased Premises.

         17.02. Lessor is currently the owner of contiguous property being Tract
"E" and part of Tract "D" in Reidenbaugh Addition to the City of Marion, Ohio.
If Lessor receives an offer for the sale of said contiguous property (whether or
not including the leased premises) Lessor will obtain an affidavit from said
prospective purchaser that restricts the use of said premises as a bank for a
period of five years from the date of purchase, except for the current use by
City Loan & Savings and The Marion Bank, their successors and assigns.

         If a prospective purchaser refuses to provide such affidavit, then and
in that event, Lessor shall give Lessee thirty (30) days notice of such proposed
sale and the terms thereof. Lessee shall have the first option to purchase said
property within the thirty (30) day period at the same price and on the same
terms of any such proposal.

                   ARTICLE 18. LICENSE FOR INGRESS AND EGRESS

         18.01. The parties agree that ingress and egress to the Leased Premises
is through and across a driveway owned by Lessor located immediately along the
northern boundary of the Leased Premises and over which Lessee is granted a
license for unrestricted access to the Leased Premises. Lessor agrees to improve
that portion of the driveway serving the Leased Premises to a standard
consistent with commercial vehicular traffic to and from the Leased Premises.
The driveway shall have curb cuts to the Leased Premises as shown in the
Drawings. The driveway is more particularly described in the attached Exhibit B.

         18.02. Lessor agrees to repair and maintain the driveway area serving
the Leased Premises to a standard consistent with commercial vehicular traffic
to and from the Leased Premises.

         18.03. Lessee agrees to provide snow removal for the driveway from
Richland Road to a point in the driveway ending with the easterly boundary of
the Leased Premises.

         18.04. If Lessee's right to use the driveway is terminated for any
reason, Lessee shall have the option to immediately terminate this lease.

                                       13

<PAGE>   14



         18.05. Although Lessee's right to use the driveway shall be
nonexclusive, Lessor agrees not to grant any right to any third party which
unreasonably interferes with Lessee's use of the driveway.

                               ARTICLE 19. SIGNS

         19.01. Lessee shall have the right to erect signs on any portion of the
Leased Premises including, but not limited to, the exterior walls of the
building, windows, doors and grounds, subject to applicable laws and deed
restrictions. Lessee shall remove all signs at the termination of this lease and
shall repair any damage and close any holes caused by such removal.

         19.02. Lessor agrees as part of the initial construction cost to erect
one (1) sign as shown in the Drawings. Thereafter the lettering shall be deemed
the property of Lessee but the sign structure shall remain the property of
Lessor.

         19.03. Lessee shall be responsible for the repair and maintenance of
all signage.


                             ARTICLE 20. ARBITRATION

         20.01. Lessor and Lessee agree to submit to arbitration any dispute
that may arise out of the construction or implementation of the terms of this
lease. In the event arbitration is requested by either party, each party shall
select one arbitrator and the two arbitrators shall select a third. The
arbitrators shall then meet and hear the arguments of the parties and decide the
matter by majority vote. The decision of the arbitrators shall be final and
binding. Each party shall pay the cost of the arbitrator selected by it and the
cost of the third arbitrator shall be paid by the party most adversely affected
by the award.



                            ARTICLE 21. MISCELLANEOUS

                              NOTICES AND ADDRESSES

         21.01. All notices provided to be given under this agreement shall be
given by certified mail or registered mail, addressed to the property party, at
the following address:

                  Lessor:                        Lessee:
                  Stephen L. Jenkins             Gary E. Pendleton, President
                  P.O. Box 513                   111 South Main Street
                  Marion, Ohio 43301-0513        P.O. Box 1818
                                                 Marion, Ohio 43301-1818




                                       14

<PAGE>   15



                                  PARTIES BOUND


         21.02. This agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this agreement.


                                OHIO LAW TO APPLY


         21.03. This agreement shall be construed under and in accordance with
the laws of the State of Ohio, and all obligations of the parties created
hereunder are performable in Marion County, Ohio.

                               LEGAL CONSTRUCTION


         21.04. In case any one or more of the provisions contained in this
lease shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision thereof and this lease shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.

                          SOLE AGREEMENT OF THE PARTIES

         21.05. This lease constitutes the sole and only agreement of the
parties hereto and supersedes any prior understandings or written or oral
agreements between the parties respecting the within subject matter.

                                    AMENDMENT


         21.06. No amendment, modification, or alteration of the terms hereof
shall be binding unless the same be in writing, dated subsequent to the date
hereof, and duly executed by the parties hereto.






                                       15

<PAGE>   16



                         RIGHTS AND REMEDIES CUMULATIVE


         21.07. The rights and remedies provided by this lease are cumulative
and the use of any one right or remedy by either party shall not preclude or
waive its right to use any or all other remedies. Said rights and remedies are
given in addition to any other rights the parties may have by law, statute,
ordinance, or otherwise.


                                WAIVER OF DEFAULT


         21.08. No waiver by the parties hereto of any default or breach of any
term, condition, or covenant of this lease shall be deemed to be a waiver of any
other breach of the same or any other term, condition, or covenant contained
herein.





                                 ATTORNEYS' FEES


         21.09. In the event Lessor or Lessee breaches any of the terms of this
agreement whereby the party not in default employs attorneys to protect or
enforce its rights hereunder and prevails, then the defaulting party agrees to
pay the other party reasonable attorneys' fees so incurred by such other party.


                                     EXCUSE

         21.10. Neither Lessor nor Lessee shall be required to perform any term,
condition, or covenant in this lease so long as such performance is delayed or
prevented by any acts of God, strikes, lockouts, material or labor restrictions
by any governmental authority, civil riot, floods, and any other cause not
reasonably within the control of the Lessor or Lessee and which by the exercise
of due diligence Lessor or Lessee in unable, wholly or in part, to prevent or
overcome.


                               TIME OF THE ESSENCE

         21. 11.  Time is of the essence of this agreement.



                                       16

<PAGE>   17



                               MEMORANDUM OF LEASE

         21.12. A short form of this Lease, as furnished by LESSOR, shall be
executed for recording at the same time this Lease is executed, and shall be the
only instrument pertaining to this Lease that shall be publicly recorded.

         IN WITNESS WHEREOF. the undersigned Lessor and Lessee hereto execute
this agreement as of the day and year first above written.


Signed and acknowledged                     LESSOR
 in presence of:
                                            HENNEY AND COOPER, INC.
-----------------------------
                                            By
                                              ----------------------------
                                                 Stephen L. Jenkins, President
-----------------------------

                                            LESSEE
                                            THE MARION BANK

-----------------------------
                                            By
                                              -----------------------------
                                                 Gary E. Pendleton, President
-----------------------------



STATE OF OHIO                  )
                               )
COUNTY OF MARION) SS:

         Before me, a Notary Public in and for said county, personally appeared
         the above-named Stephen L. Jenkins, President of HENNEY AND COOPER,
         INC., who acknowledged the signing thereof to be his voluntary act and
         deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
         this 20th day of June, 1996.


                                          -------------------------------------
                                          Notary Public

                                       17

<PAGE>   18





STATE OF OHIO   )
                )
COUNTY OF MARION) SS:

         Before me, a Notary Public in and for said county, personally appeared
         the above-named Gary E. Pendleton, President of THE MARION BANK, who
         acknowledged the signing thereof to be his voluntary act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
         this 20th day of June, 1996.


                                          ----------------------------------
                                          Notary Public


This instrument was prepared by:
Ted M. McKinniss, Esq.
EMENS, KEGLER, BROWN, HILL & RITTER
250 Executive Drive, Suite B
Marion, Ohio  43302

                                       18



<PAGE>   19
                                    ADDENDUM

         This Addendum to Lease Agreement dated June 20, 1996 between Henney &
Cooper, Inc. ("Lessor"), and The Marion Bank ("Lessee") is made and entered into
as of December 5, 1996:

                                   WITNESSETH:

         WHEREAS, Lessor and Lessee entered into a Lease Agreement dated June
20, 1996 whereby Lessor agreed to cause to be constructed on the leased premises
a building for use by Lessee as a branch bank; and

         WHEREAS, Section 3.01 of said Lease Agreement sets forth a formula for
determination of the lease payments based upon the cost of construction of said
building; and

         WHEREAS, Section 3.01 further provides that an Addendum shall be signed
by Lessor and Lessee which states the fixed minimum rent to be paid using the
final cost of construction.                 -------

         NOW, THEREFORE, In consideration of the Lease Agreement and the mutual
promises of the parties, the parties agree as follows:

         1.       The final cost of construction of the building constructed on
                  the leased premises was $386,236.00.

         2.       The date of the commencement of said lease shall be December
                  5, 1996.

         3.       The amount of the fixed minimum rent calculated at the rate of
                  $8.36 per thousand per month shall be $3,229.00 per month.

         4.       The amount of rent for the month of December 1996 shall be
                  prorated and it is agreed that the rent for the period from
                  December 5,1996 through December 31, 1996 shall be $2,708.00.

         5.       Commencing January 1, 1997 through November 30, 2001 the fixed
                  minimum rent shall be $3,229.00 per month.

         6.       On December 1, 2001 the fixed minimum rent shall be adjusted
                  in accordance with the provisions of Section 3.02 of the Lease
                  Agreement.

         7.       Except as specifically amended hereby, the Lease Agreement
                  dated June 20, 1996 shall remain in full force and effect.


<PAGE>   20


         IN WITNESS WHEREOF, the parties have hereunto subscribed their names in
duplicate on the day and year first above written.

Signed in the presence of:                HENNEY & COOPER, INC.

                                          BY
---------------------------------           --------------------------------
                                            Stephen L. Jenkins, President
--------------------------------



                                          THE MARION BANK
--------------------------------
                                          BY
---------------------------------           ---------------------------------
                                            Gary E. Pendleton, President

STATE OF OHIO
MARION COUNTY                               ss:

         Before me, a Notary Public in and for said County and State, personally
appeared the above-named Stephen L. Jenkins, President of Henney and Cooper,
Inc., who acknowledged that he did sign the foregoing instrument and that the
same is his free act and deed for the uses and purposes therein set forth.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Marion, Ohio this 7th day of February, 1997.

                                               ---------------------------------
                                                        Notary Public

STATE OF OHIO
MARION COUNTY                               ss:

         Before me, a Notary Public in and for said County and State, personally
appeared the above-named Gary Pendleton, President of The Marion Bank Lessee,
who acknowledged that he did sign the foregoing instrument and that the same is
his free act and deed for the uses and purposes therein set forth.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Marion, Ohio this ______ day of February, 1997.

                                               ---------------------------------
                                                        Notary Public

This instrument prepared by         BARTRAM  BARTRAM, Attorneys at Law
                                    146 E. Center Street, P.O. Box 3
                                    Marion, Ohio  43301-0003