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Exhibit 10.5
 THE OHIO STATE BANK
SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
 Effective as of September 30, 2005




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THE OHIO STATE BANK
SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
 
 ARTICLE 1
 ESTABLISHMENT AND PURPOSE
 1.1 Establishment of Plan .
  1.2 Purpose .
  1.3 Status of Plan under ERISA .
  ARTICLE 2
 DEFINITIONS
  2.1 Account .
  2.2 Beneficiary .




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(a)
 (b)
 (c)
  2




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2.3 Board of Directors .
  2.4 Change In Control .
  2.5 Code .
  2.6 Bank .
  2.7 Distributable Event .
  2.8 Effective Date .
  2.9 Elective Deferrals .
  2.10 Employee .
  2.11 ERISA.
  2.12 Ohio State Bancshares, Inc.
  3




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2.13 401(k)Plan .
  2.14 Investment Results .
  2.15 Matching Contributions .
  2.16 Participant .
  2.17 Plan .
  2.18 Plan Administrator .
  2.19 Plan Year .
  2.20 Related Employer .
  4




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2.21 Supplementary Contribution .
  2.22 Total Disability .
  2.23 Trust Agreement .
  2.24 Trust Fund .
  2.25 Trustee .
 .
 ARTICLE 3
 PARTICIPATION
 3.1 Eligibility for Participation .
   5




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3.2 Termination of Active Participation .
  ARTICLE 4
 AMOUNTS CREDITED TO ACCOUNTS
 4.1 Participants Accounts .
   4.2 Amounts Credited Based Upon Elective Deferrals .
  (a) Time of Election .
 (1)
 (2)
 6




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(3)
 (b) Definition.
 (1) Base Salary .
 (2) Bonus .
 (c) Separate Elections Permitted .
 (d) Maximum Amount of Elective Deferrals
 (1)
 (2)
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(3)
 (e) Irrevocability of Election .
 (f) Crediting of Elective Deferrals to Accounts .
 (g) Limitation on Elective Deferrals .
 (h) Elections Relating to Distributions .
 (1)
 (2)
 (3)
 (4)
 (5)
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4.3 Supplemental Contributions .
 (a) Mandatory Supplementary Contributions .
 (b) Additional Supplementary Contributions .
 4.4 Vesting of Supplemental Contributions.
  (a)
 (b)
 (c)
  4.5 Amounts Credited Based Upon Investment Results .
  9




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ARTICLE 5
 DISTRIBUTION OF BENEFITS
 5.1 Distributable Events.
  (a)
 (b)
 (c)
 5.2 Amount of Benefit
  5.3 Form and Time of Payment-General Rule .
  5.4 Form of Payment-Participant Election .
  (a)
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(b)
 5.5 Delay of Payment
  5.6 Tax Withholding .
  5.7 Spendthrift Provision .
  5.8 Termination of Employment for Just Cause .
  (a)
 (b)
   11




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ARTICLE 6
 FUNDING
 6.1 Funding of Benefits .
   6.2 Status as Grantor Trust .
  6.3 Status of Participants as Unsecured Creditors .
   ARTICLE 7
 ADMINISTRATION
 7.1 Plan Administrator .
  12




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7.2 Delegation of Duties .
  7.3 Powers of Plan Administrator .
  (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g)
 7.4 Standard of Care .
   13




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7.5 Appeal Procedure .
     ARTICLE 8
 MISCELLANEOUS
 8.1 Employment Rights .
  8.2 Amendment .
  8.3 Suspension of Deferrals .
  14




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8.4 Termination of the Plan
  8.5 Severability.
  8.6 Construction.
  8.7 Governing Law.
  8.8 IRC 409A Savings Clause.
   THE OHIO STATE BANKByIts
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EXHIBIT A
 THE OHIO STATE BANK
SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
 Arbitration Procedure




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EXHIBIT B
 Disability Definition.
  Change in Control Definition
  (a)
    
    Change in Ownership. For purposes of this Agreement, a change in the
ownership of the Company occurs on the date that any one person, or more than one
person acting as a group (as defined in subsection (d) hereof), acquires ownership of
stock of the Company that, together with stock held by such person or group,
constitutes more than 50 percent of the total fair market value or total voting power
of the stock of the Company. However, if any one person, or more than one person acting
as a group, is considered to own more than 50 percent of the total fair market value or
total voting power of the stock of the Company, the acquisition of additional stock by
the same person or persons is not considered to cause a change in the ownership of the
Company (or to cause a change in the effective control of the Company within the
meaning of subsection (b) hereof). An 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
Company acquires its stock in exchange for property will be treated as an acquisition
of stock for purposes of this section.(b)
    
    Change in the Effective Control. For purposes of this Agreement, a
change in the effective control of the Company occurs on the date that either 
 (i)
    
    Any one person, or more than one person acting as a
group (as determined under subsection (d) hereof), acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) ownership of stock of the
Company possessing 35 percent or more of the total voting power of the
stock of the Company; or(ii)
    
    a majority of members of the Companys board of
directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of
the Companys board of directors prior to the date of the appointment
or election.
  (c)
    
    Change in the Ownership of a Substantial Portion of the Companys
Assets. For purposes of this Agreement, a change in the ownership of a substantial
portion of the Companys assets occurs on the date that any one person, or more than
one person acting as a group (as determined in subsection(d) hereof), acquires (or has
acquired during the 12-month period




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ending on the date of the most recent acquisition by such person or persons) assets
from the Company that have a total gross fair market value equal to or more than 40
percent of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities associated
with such assets.There is no Change in Control Event under this subsection (c) when there is a
transfer to an entity that is controlled by the shareholders of the Company
immediately after the transfer, as provided in this paragraph. A transfer of assets
by the Company is not treated as a change in the ownership of such assets if the
assets are transferred to 
 (i)
    
    A shareholder of the Company (immediately before the
asset transfer) in exchange for or with respect to its stock;(ii)
    
    An entity, 50 percent or more of the total value or
voting power of which is owned, directly or indirectly, by the Company;(iii)
    
    A person, or more than one person acting as a group,
that owns, directly or indirectly, 50 percent or more of the total
value or voting power of all the outstanding stock of the Company; or(iv)
    
    An entity, at least 50 percent of the total value or
voting power of which is owned, directly or indirectly, by a person
described in section (c)(iii) hereof.
  (d)
    
    Persons Acting as a Group. Persons will not be considered to be
acting as a group solely because they purchase assets or purchase or own stock of the
same corporation at the same time, or as a result of the same public offering.
However, persons will be considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase or acquisition of
stock, purchase or acquisition of assets, or similar business transaction with the
Company. If a person, including an entity shareholder, owns stock in both corporations
that enter into a merger, consolidation, purchase or acquisition of stock, or similar
transaction, such shareholder is considered to be acting as a group with other
shareholders in a corporation only to the extent of the ownership in that corporation
prior to the transaction giving rise to the change and not with the ownership interest
in the other corporation.