Exhibit 10(d)

                              EMPLOYMENT AGREEMENT

        THIS  AGREEMENT  (the  "Agreement")  is made and entered into as of this
16th day of March,  1999,  by and between  Western  Ohio  Financial  Corp.  (the
"Company") and John W. Raisbeck (the "Employee").

        WHEREAS,  the  Employee  serves as the  President  and  Chief  Executive
Officer of the Company and of its wholly owned subsidiary, Cornerstone Bank (the
"Bank"), and

        WHEREAS,  the Employee and the Bank entered into an employment agreement
dated May 7, 1997 (the  "Prior  Employment  Agreement"),  which the  Employee is
willing to terminate,  with no obligation to him thereunder, in consideration of
the Company's entering into this Agreement; and

        WHEREAS,   the  board  of  directors  of  the  Company  (the  "Board  of
Directors")  believes  it is in the  best  interests  of  the  Company  and  its
subsidiaries  for the Company to enter into this  Agreement with the Employee in
order to assure  continuity of  management of the Company and its  subsidiaries;
and

        WHEREAS,  the  Board  of  Directors  has  approved  and  authorized  the
execution of this Agreement with the Employee;

        NOW THEREFORE,  in  consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:

        1.       Definitions.

               (a) The term "Change in Control" means (1) an event that requires
the filing of a notice or  application  under the Change in Bank Control Act, 12
U.S.C.  ss.1817(j)  (or any successor  statute),  concerning an  acquisition  of
control of the Company or the Bank or an  acquisition  of control,  ownership or
power to vote 10% or more of an  outstanding  class of voting  securities of the
Company or the Bank  (except  for a rebuttal  filing  which is  accepted  by the
appropriate  agency);  (2) an event that would be  required  to be  reported  in
response  to Item 1 of the  current  report  on Form  8-K,  as in  effect on the
Effective Date,  pursuant to Section 13 or 15(d) of the Securities  Exchange Act
of 1934 (the  "Exchange  Act");  (3) any person (as the term is used in Sections
13(d) and 14(d) of the  Exchange  Act) is or becomes  the  beneficial  owner (as
defined  in Rule  13d-3  under the  Exchange  Act)  directly  or  indirectly  of
securities of the Company or the Bank  representing  25% or more of the combined
voting  power  of  the  Company's  or the  Bank's  outstanding  securities;  (4)
individuals  who are members of the Board of  Directors of the Company as of the
date  of this  Agreement  (the  "Incumbent  Board")  cease  for  any  reason  to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequently  whose  election  was  approved  by a  vote  of at  least
three-quarters  of the directors then  comprising the Incumbent  Board, or whose
nomination  for  election  by the  Company's  stockholders  was  approved by the
nominating  committee serving under such an Incumbent Board, shall be considered
a member of the Incumbent Board;  (5) consummation of a plan of  reorganization,
merger, consolidation, sale of all or substantially all of

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the assets of the Company or a similar  transaction  in which the Company is not
the resulting  entity; or (6) consummation of a transaction in which the Company
is the resulting  entity and at the completion of which the  stockholders of the
Company   immediately  before   consummation  of  the  transaction  become  upon
consummation of the transaction  the holders of securities  representing  40% or
less of the  voting  power of the  Company;  provided  that the term  "change in
control" shall not include an  acquisition of securities by an employee  benefit
plan of the Bank or the Company.

               (b) The term "Consolidated  Subsidiaries" means any subsidiary or
subsidiaries  of  the  Company  (or  its  successors)   that  are  part  of  the
consolidated  group of the Company (or its  successors)  for federal  income tax
reporting.

               (c) The term "Date of Termination"  means the date upon which the
Employee's  employment with the Company or the Bank or both ceases, as specified
in a notice of termination pursuant to Section 8 of this Agreement,

               (d) The term "Effective Date" means January 1, 1999.

               (e) The term "Involuntary  Termination"  means the termination of
the employment of Employee (i) by either the Company or the Bank or both without
his express  written  consent;  or (ii) by the  Employee by reason of a material
diminution of or  interference  with his duties,  responsibilities  or benefits,
including (without  limitation) any of the following actions unless consented to
in writing, or implemented  unilaterally,  by the Employee,  as the case may be:
(1)  a  requirement  that  the  Employee  be  based  at  any  place  other  than
Springfield,  Ohio or at a location  that is within a  commuting  distance of 40
miles or less from the Employee's  residence,  except for  reasonable  travel on
Company  or Bank  business;  (2) a  material  demotion  of the  Employee;  (3) a
material  reduction in the number or  seniority  of  personnel  reporting to the
Employee or a material  reduction in the frequency with which,  or in the nature
of the  matters  with  respect  to which  such  personnel  are to  report to the
Employee,  other than as part of a Bank and Company-wide reduction in staff; (4)
a  reduction  in the  Employee's  salary  or a  material  adverse  change in the
Employee's perquisites, benefits, contingent benefits or vacation, other than as
part of an overall  program applied  uniformly and with equitable  effect to all
members of the senior  management  of the Bank and the  Company;  (5) a material
permanent  increase  in the  required  hours  of  work  or the  workload  of the
Employee, unrelated to the condition of the Bank or the Company, or both; or (6)
the failure of the Board of Directors (or a board of directors of a successor of
the Company) to elect Employee as President and Chief  Executive  Officer of the
Company (or a successor  of the Company) or any action by the Board of Directors
(or a board of directors  of a successor of the Company)  removing him from such
office;  provided,  however,  that  "Involuntary  Termination"  does not include
Termination  for Cause,  termination  of  employment  due to death or  permanent
disability,  retirement or temporary or permanent suspension or prohibition from
participation  in the  conduct  of the  Bank's  affairs  under  Section 8 of the
Federal Deposit Insurance Act.

               (f) The terms  "Termination for Cause" and "Terminated For Cause"
mean  termination  of the  employment of the Employee with either the Company or
the Bank,  as the case may be,  because of the  Employee's  willful  misconduct,
breach of a fiduciary duty involving  personal  profit,  intentional  failure to
perform stated duties, willful violation of any law, rule, or regulation

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(other than traffic violations or similar offenses) or final cease-and-desist or
other  supervisory  order,  or (except as provided below) material breach of any
provision of this  Agreement.  No act or failure to act by the Employee shall be
considered  willful  unless the Employee acted or failed to act in bad faith and
without a  reasonable  belief  that his action or failure to act was in the best
interest of the Company or the Bank.  The  Employee  shall not be deemed to have
been  Terminated  for Cause unless and until there shall have been  delivered to
the Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than a majority of the entire  membership  of the Board of  Directors  at a
meeting of the Board duly  called and held for such  purpose  (after  reasonable
notice to the Employee and an  opportunity  for the Employee,  together with the
Employee's  counsel,  to be heard  before the Board),  stating  that in the good
faith  opinion of the Board of  Directors  the  Employee  has engaged in conduct
described in the preceding  sentence and specifying the  particulars  thereof in
detail.

               (g) The term "Voluntary  Termination"  shall mean  termination of
employment  by the  Employee  voluntarily  as set forth in Section  7(e) of this
Agreement.

        2. Term;  Termination of Prior  Employment  Agreement.  The term of this
Agreement  shall be a period of four years  commencing  on the  Effective  Date,
subject to earlier  termination as provided herein.  On the first anniversary of
the  Effective  Date,  and on  each  anniversary  thereafter,  the  term of this
Agreement  shall  be  extended  for a  period  of one  year in  addition  to the
then-remaining  term,  provided  that the  Company  has not given 90 days  prior
written notice to the Employee that the extensions  will cease. At the time this
Agreement becomes effective, the Prior Employment Agreement shall terminate with
no obligation to the Employee thereunder on the part of the Bank or the Company.

        3.  Employment.  The  Employee is employed  as the  President  and Chief
Executive  Officer of the Company and of the Bank. As such,  the Employee  shall
have supervision and control over strategic planning and daily operations of the
Company and the Bank, shall render administrative and management services as are
customarily performed by persons situated in similar executive  capacities,  and
shall have such other  powers and duties as the Board of  Directors or the board
of  directors  of the Bank  may  prescribe  from  time to time  consistent  with
services  performed by similarly  situated  executives and  consistent  with the
terms  of this  Agreement.  The  Employee  shall  also  render  services  to any
subsidiary  or  subsidiaries  of the  Company  or the Bank as  requested  by the
Company or the Bank from time to time consistent with his executive position and
with the terms of this Agreement. The Employee shall devote his best efforts and
reasonable time and attention to the business and affairs of the Company and the
Bank to the extent necessary to discharge his  responsibilities  hereunder.  The
Employee may (i) serve on  charitable  boards or  committees  at the  Employee's
discretion  without  consent  of either the Board of  Directors  or the board of
directors of the Bank and, in addition, on such corporate boards as are approved
in a resolution adopted by a majority of the Board of Directors, and (ii) manage
personal  investments,  so long as such  activities do not interfere  materially
with performance of his responsibilities hereunder.


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<PAGE>



        4.     Cash Compensation.

               (a) Salary.  The Company  agrees to pay the  Employee  during the
term of this  Agreement a base  salary (the  "Company  Salary")  the  annualized
amount of which shall be not less than  $200,500.  The Company  Salary  shall be
paid in regular increments  consistent with the Company's  practices for payment
of officers'  salaries and shall be subject to customary  tax  withholding.  The
amount of the  Employee's  Company  Salary shall be increased (but not decreased
except as part of an overall program applied uniformly and with equitable effect
to all members of the senior management of the Bank and the Company) when and as
approved from time to time by the Board of Directors  after the Effective  Date.
If and to the extent that any of the Consolidated Subsidiaries pay salary to the
Employee,  or pay other  amounts or provide  benefits to the  Employee  that the
Company is obligated to pay or to provide to the Employee under this  Agreement,
the Company's obligations to the Employee shall be reduced accordingly.

               (b) Bonuses.  The Employee shall be entitled to participate in an
equitable  manner with all other executive  officers of the Company and the Bank
in such  performance-based and discretionary  bonuses, if any, as are authorized
and declared from time to time by the Board of Directors for executive  officers
of the Company and by the board of directors of the Bank for executive  officers
of the Bank.

               (c) Expenses.  The Employee  shall be entitled to receive  prompt
reimbursement for all reasonable expenses incurred by the Employee in performing
services  under this  Agreement in accordance  with the policies and  procedures
applicable to the executive officers of the Company and the Bank,  provided that
the Employee  accounts  for such  expenses as required  under such  policies and
procedures.

        5 .       Benefits.

               (a)  Participation  in  Benefit  Plans.  The  Employee  shall  be
entitled to participate, to the same extent as executive officers of the Company
and the Bank  generally,  in all plans of the Company  and the Bank  relating to
pension,  retirement,  thrift,  profit-sharing,  savings,  group or  other  life
insurance,  hospitalization,  medical and dental  coverage,  travel and accident
insurance,   education,  cash  bonuses,   retirement  or  employee  benefits  or
combination  thereof.  In  addition,  the  Employee  shall  be  entitled  to  be
considered for benefits under all of the stock and stock option related plans in
which the  Company's  or the Bank's  executive  officers  are eligible or become
eligible to participate.

               (b)  Fringe   Benefits.   The  Employee   shall  be  eligible  to
participate in, and receive  benefits  under,  any other fringe benefit plans or
perquisites which are or may become generally  available to the Company's or the
Bank's executive officers from time to time.

        6. Vacations;  Leave.  The Employee shall be entitled (i) to annual paid
vacation in accordance  with the policies  established by the Board of Directors
and the  board of  directors  of the Bank for  executive  officers,  and (ii) to
voluntary  leaves of  absence,  with or without  pay,  from time to time at such
times and upon such  conditions  as the Board of Directors  may determine in its
sole

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<PAGE>



discretion.  The Employee  shall  schedule his vacations in a reasonable  manner
consistent with the needs of the Company.

        7.     Termination of Employment.

               (a)  Involuntary  Termination.  If the  Employee  experiences  an
Involuntary Termination,  such termination of employment shall be subject to the
Company's  obligations  under this  Section  7. In the event of the  Involuntary
Termination of the Employee,  if the Employee has offered to continue to provide
services as  contemplated  by this  Agreement and such offer has been  declined,
then,  subject to Section 7(b) of this  Agreement,  the Company shall, as agreed
upon liquidated  damages as the sole and exclusive  remedy of the Employee under
this  Agreement,  during the shorter of the remaining  term of this Agreement or
the  period of three  years  following  the Date of  Termination  (i) pay to the
Employee monthly  one-twelfth of the Company Salary at the annual rate in effect
immediately  prior to the Date of  Termination  and  one-twelfth  of the average
annual  amount of cash bonus and cash  incentive  compensation  of the Employee,
based on the average amounts of such compensation earned by the Employee for the
two full fiscal years preceding the Date of Termination; and (ii) provide health
insurance  benefits as maintained  for the benefit of executive  officers of the
Company and the Bank on the same terms as if the  Employee  had  continued to be
employed hereunder.

               (b)  Mitigation of the Company's Obligations Under Section 7(a).

                      (1)  In the event that  the Employee  becomes entitled  to
liquidated  damages  pursuant to Section 7(a) due to Involuntary  Termination in
connection with or within 12 months after a Change in Control, (i) the Company's
obligation  under clause (i) of Section 7(a) with respect to cash damages  shall
be reduced by the amount of the  Employee's  cash  income,  if any,  earned from
providing  services  other  than  to  the  Company  (or  any  successor)  or the
Consolidated  Subsidiaries during the remaining term of this Agreement, and (ii)
the Company's  obligation to provide health insurance benefits under clause (ii)
of  Section  7(a)  shall be reduced to the  extent,  if any,  that the  Employee
receives  from  another  employer  during  such  period  substantially  the same
benefits, on substantially as favorable terms, including amounts of coverage and
deductibles  and other costs to him. For purposes of this Section 7(b), the term
"cash  income"  shall  include  amounts of  salary,  wages,  bonuses,  incentive
compensation  and fees paid to the Employee in cash but shall not include shares
of stock, stock options,  stock  appreciation  rights or other earned income not
paid to the Employee in cash.

                     (2) The  Employee  agrees that  in  the  event  he  becomes
entitled  to  liquidated  damages  pursuant to Section  7(a) due to  Involuntary
Termination  in  connection  with or within 12 months after a Change in Control,
throughout the period during which he is so entitled,  he shall promptly  inform
the  Company  of the  nature and  amounts  of cash  income and health  insurance
benefits  which he earns from  providing  services other than to the Company (or
any  successor)  or  the  Consolidated  Subsidiaries,  and  shall  provide  such
documentation of such cash income and health  insurance  benefits as the Company
may reasonably  request.  In the event of changes to such cash income and health
insurance  benefits from time to time,  the Employee shall inform the Company of
such

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<PAGE>



changes,  in each case within 15 days after the change occurs, and shall provide
such documentation concerning the change as the Company may reasonably request.

               (c) Golden Parachute Tax.  Notwithstanding any other provision of
this  Agreement,  if the  payments  and the value of benefits  received or to be
received by the Employee under this  Agreement,  together with any other amounts
and the  value  of  benefits  received  or to be  received  by the  Employee  in
connection  with a Change in Control would cause any amount to be  nondeductible
by the  Company  for  federal  income tax  purposes  pursuant to or by reason of
Section 280G of the Internal  Revenue Code of 1986, as amended (the "Code") then
payments and benefits under this Agreement shall be reduced (not less than zero)
to the extent  necessary so as to maximize  amounts and the value of benefits to
be received by the Employee  without causing any amount to become  nondeductible
by the  Company  pursuant  to or by reason  of  Section  280G of the  Code.  The
Employee shall  determine the  allocation of such  reduction  among payments and
benefits to the Employee.

               (d) Termination for Cause. In the event of Termination for Cause,
the  Company  shall  have no  further  obligation  to the  Employee  under  this
Agreement after the Date of Termination.

               (e)  Voluntary  Termination.   The  Employee  may  terminate  his
employment  voluntarily  at any time by a notice  pursuant  to Section 8 of this
Agreement.  In the event that the Employee voluntarily terminates his employment
other  than  by  reason  of any  of  the  actions  that  constitute  Involuntary
Termination under Section 7(b) of this Agreement ("Voluntary Termination"),  the
Company shall be obligated to the Employee for the amount of his Company  Salary
and benefits only through the Date of Termination, at the time such payments are
due, and the Company shall have no further obligation to the Employee under this
Agreement.

               (f) Death.  In the event of the death of Employee during the term
of this Agreement and prior to any termination of employment,  the Company shall
pay to the Employee's estate, or such person as the Employee may have previously
designated in writing,  the Company Salary which was not previously  paid to the
Employee and which he would have earned if he had continued to be employed under
this Agreement  through the last day of the calendar month in which the Employee
died.

               (g)  Disability.  If the  Employee  becomes  entitled to benefits
under the terms of the  then-current  disability plan, if any, of the Company or
the Bank (a "Disability  Plan"),  he shall be entitled to receive such group and
other  disability  benefits,  if any, as are then provided by the Company or the
Bank for executive employees. In the event of such disability,  or disability as
determined by the Board of  Directors,  this  Agreement  shall not be suspended,
except that the Company's  obligation to pay the Company  Salary to the Employee
shall be reduced in  accordance  with the amount of disability  income  benefits
received by the Employee  pursuant to this Section 7(g), if any, and from Social
Security such that, on an after-tax  basis,  the Employee shall realize from the
sum of such disability  income benefits and Company Salary the same amount as he
would  realize  on an  after-tax  basis  from  Company  Salary if the  Company's
obligation to pay salary were not reduced pursuant to this Section 7(g).


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<PAGE>



               (h) Regulatory  Action.  Notwithstanding  any other provisions of
this Agreement,  if the Employee is removed and/or  permanently  prohibited from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4) or (g)(1) of the Federal Deposit  Insurance Act, 12 U.S.C.  ss.
1818(e)(4) and (g)(1), all obligations of the Company under this Agreement shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

        8. Notice of  Termination.  Subject to the provisions of Section 1(f) of
this  Agreement,  in the event that the Company or the Bank, or both,  desire to
terminate the employment of the Employee during the term of this Agreement,  the
Company or the Bank, or both,  shall deliver to the Employee a written notice of
termination,  stating whether such termination constitutes Termination for Cause
or  Involuntary  Termination,  setting forth in reasonable  detail the facts and
circumstances  that are the basis for the  termination,  and specifying the date
upon  which  employment  shall  terminate,  which date shall be at least 30 days
after  the date  upon  which  the  notice  is  delivered,  except in the case of
Termination for Cause.  In the event that the Employee  determines in good faith
that he has experienced an Involuntary  Termination of his employment,  he shall
send a written notice to the Company stating the  circumstances  that constitute
such  Involuntary  Termination and the date upon which his employment shall have
ceased  due to such  Involuntary  Termination.  In the event  that the  Employee
desires to effect a Voluntary Termination,  he shall deliver a written notice to
the Company, stating the date upon which employment shall terminate,  which date
shall be at least 90 days  after the date upon  which the  notice is  delivered,
unless the parties agree to a date sooner.

        9.  Attorneys'  Fees.  The Company  shall pay all legal fees and related
expenses (including the costs of experts,  evidence and counsel) incurred by the
Employee as a result of the Employee's seeking to obtain or enforce any right or
benefit  provided  by  this  Agreement  or by  any  other  plan  or  arrangement
maintained by the Company (or any  successor) or the  Consolidated  Subsidiaries
under which the  Employee is or may be  entitled to receive  benefits;  provided
that the  Company's  obligation  to pay such fees and expenses is subject to the
Employee's  prevailing  with respect to the matters in dispute in any proceeding
initiated by the Employee or the Employee's having been determined to have acted
reasonably  and in good faith with  respect to any  proceeding  initiated by the
Company or the Consolidated Subsidiaries.

        10.    No Assignments.

               (a) This Agreement is personal to each of the parties hereto, and
neither  may  assign or  delegate  any of its  rights or  obligations  hereunder
without  first  obtaining  the  written  consent of the other  party;  provided,
however,  that the Company shall require any successor or assign (whether direct
or indirect, by purchase,  merger,  consolidation or otherwise) by an assumption
agreement  in form and  substance  satisfactory  to the  Employee,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place.  Failure of the Company to obtain such an assumption
agreement prior to the  effectiveness of any such succession or assignment shall
be a breach of this Agreement and shall entitle the Employee to compensation and
benefits  from the  Company  in the  same  amount  and on the same  terms as the
compensation  pursuant to Section 7(a) and Section 7(c) hereof.  For purposes of
implementing the provisions of this Section

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<PAGE>



10, the date on which any such succession  becomes effective shall be deemed the
Date of Termination.

               (b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's  personal and legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.

        11. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage  prepaid,  to the Company at its home
office,  to the attention of the Board of Directors with a copy to the Secretary
of the Company,  or, if to the  Employee,  to such home or other  address as the
Employee has most recently provided in writing to the Company.

        12.  Amendments.  No amendments or additions to this Agreement  shall be
binding unless in writing and signed by both parties.

        13.  Headings.  The headings used in this Agreement are included  solely
for  convenience  and shall  not  affect,  or be used in  connection  with,  the
interpretation of this Agreement.

        14.  Severability.  The  provisions  of this  Agreement  shall be deemed
severable and the invalidity or  unenforceability  of any  provisions  shall not
affect the validity or enforceability of the other provisions hereof.

        15.  Governing Law. This Agreement  shall be governed by the laws of the
State of Ohio.

        16.  Successors  to Code  Sections.  All  provisions  of this  Agreement
referring to sections of the U.S.C.  (United State Code),  the Internal  Revenue
Code or the  C.F.R.  (Code of Federal  Regulations)  shall be deemed to refer to
successor code sections in the event of renumbering of code sections.





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<PAGE>


               IN WITNESS  WHEREOF,  the parties have executed this Agreement as
of the day and year first above written.



                                         WESTERN OHIO FINANCIAL CORP.



                                          /s/ David L. Dillahunt
                                         ---------------------------------------
                                         By:  David L. Dillahunt
                                         Its: Chairman of the Board of Directors


                                         EMPLOYEE:


                                          /s/ John W. Raisbeck
                                         ---------------------------------------
                                         John W. Raisbeck





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