Exhibit 10(i)

                                 AMENDMENT NO. 1
                                     TO THE
                                CORNERSTONE BANK
                           DEFERRED COMPENSATION PLAN


        WHEREAS,  Cornerstone Bank (the  "Employer") has previously  established
the Cornerstone Bank Deferred  Compensation Plan (the "Plan") for the benefit of
certain  select  management  and  highly   compensated   employees  and  certain
Directors; and

        WHEREAS,  pursuant to Section 11 of the Plan,  the Employer has reserved
the right to amend the Plan from time to time; and

        WHEREAS, the Employer desires to amend the Plan in certain respects;

        NOW, THEREFORE, the Plan is hereby amended, effective September 1, 1998,
as follows:

        1.     Section 4.D. shall be deleted in its entirety  and the  following
shall be substituted therefor:

        "D.    Adjustment of Account Balances.

               (i) Participant  Election. At the time that a Participant submits
        a  Deferral   Notice,   he  shall  elect  the   percentage  of  Employer
        Contributions  to be  allocated  to his  Cash  Account  (to be  adjusted
        pursuant to Paragraph  (ii) of this Section  4.D.) and his Stock Account
        (to be adjusted  pursuant to Paragraph  (iii) of this Section 4.D.).  In
        addition,  at the time that cash  dividends,  if any, are to be credited
        with respect to a Participant's  Stock Account,  such Participant  shall
        elect the  percentage  of such  dividends  to be  allocated  to his Cash
        Account  and/or his Stock  Account.  Any election  made pursuant to this
        Paragraph (i) shall be irrevocable with respect to the affected Employer
        Contributions and/or cash dividends.

               (ii) As of each  Adjustment  Date, the Plan  Administrator  shall
        credit the balance in the  Participant's  Cash  Account  with  Additions
        which  shall  mirror  the   quarterly   appreciation   or   depreciation
        experienced  by the  investment  funds  selected by the  Participant  in
        accordance with the provisions of this Section  4.D.(ii).  A Participant
        shall designate on such form or forms as may be satisfactory to the Plan
        Administrator, the portion of his Cash Account to be treated as credited
        to each of the investment  funds that may be offered by the Board in its
        discretion.  Such desig  nations  shall  specify,  in ten percent  (10%)
        increments, the percentages to be treated as credited to each investment
        fund offered.  Such designations shall remain in effect until changed by
        an express  designation by the  Participant.  Such  designations  may be
        changed  by the  Participant  as of  the  first  day of any  prospective
        calendar quarter, provided that reasonable notice of the change is given
        to the Plan Administrator.  The crediting or debiting of Additions shall
        occur so long as there is a balance in the

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<PAGE>



        Participant's  Cash Account  regardless of whether the  Participant  has
        terminated service with the Employer or has died. The Plan Administrator
        may prescribe any  reasonable  method or procedure for the accounting of
        Additions.

               (iii) As of each  Adjustment  Date,  the amount  credited  to the
        Stock  Account  of each  Participant  shall be  divided by the then Fair
        Market Value of the Common Shares.  Upon completion of this calculation,
        each Stock Account shall be credited with the resulting  number of whole
        Common Shares and any remaining amounts shall continue to be credited to
        the Stock  Account  until  converted to whole Common  Shares at a future
        Adjustment Date. The Stock Account of each Participant shall be credited
        with cash  dividends on the Common Shares on and after the date credited
        to the Stock  Account.  Pursuant to Paragraph (i) hereof,  a Participant
        shall elect the portion of such cash  dividends  to be  allocated to his
        Cash Account  and/or to his Stock Account.  At the following  Adjustment
        Date,  the  amount of cash  dividends  credited  to each  Stock  Account
        pursuant  to the  Participant's  election  (and any other  amounts  then
        credited to such account) shall be divided by the then Fair Market Value
        of the Common Shares; and the Stock Account of each Participant shall be
        credited  with the  resulting  number  of whole  Common  Shares  and any
        remaining  amounts  shall  continue to be credited to the Stock  Account
        until converted to whole Common Shares at a future  Adjustment Date. The
        Plan  Administrator may prescribe any reasonable method or procedure for
        the accounting of Additions."

        2. Section 5.B. shall be deleted in its entirety and the following shall
be substituted therefor:

               "B. Method of Distribution. A Participant's Deferred Compensation
        Account shall be distributed  to the  Participant in either (i) a single
        lump sum payment; or (ii) equal annual installments over a period not to
        exceed  ten  (10)  years.   A  Participant   shall  elect  the  form  of
        distribution in the Deferral Notice. In the event that a distribution is
        made  in  annual  installment  payments,   the  Participant's   Deferred
        Compensation  Account shall continue,  during such payment period, to be
        adjusted in accordance  with the  applicable  provisions of Section 4.D.
        Cash Accounts  shall be  distributed in cash and Stock Accounts shall be
        distributed in Common Shares."

        IN WITNESS  WHEREOF,  the undersigned,  as an authorized  officer of the
Employer,  hereby  executes this  Amendment No. 1 to be effective as of the date
first above written.


                                           CORNERSTONE BANK


                                           By: /s/ John Raisbeck 
                                           ------------------------------------
                                           Title: President and CEO



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<PAGE>



                                CORNERSTONE BANK

                           DEFERRED COMPENSATION PLAN


Section  1.  PURPOSE  - The  purpose  of this  Plan  is to  enhance  the  career
remuneration of selected management and highly-compensated employees and certain
Directors through the payment of deferred compensation benefits.  These benefits
are to be provided  from the Plan on an unfunded  basis and it is intended  that
the Plan be  exempt  from the  funding,  participation,  vesting  and  fiduciary
provisions of Title I of ERISA.


Section 2.  CERTAIN  DEFINITIONS  - The  following  terms will have the meanings
provided below.

        "Additions" means the credits or debits applied to Deferred Compensation
Accounts as provided in Section 4.A. hereof.

        "Adjustment Date" means the last business day of each calendar quarter.

        "Annual  Retainer"  means,  with respect to any  calendar  year or other
period, the fixed retainer which,  absent an election to defer hereunder,  would
be payable to a Director  for services  rendered to the Board or its  committees
during those pay periods beginning in the given calendar year or other period.

        "Beneficiary"  means the person or persons designated in writing as such
and filed with the Employer at any time by a Participant.  Any such  designation
may be withdrawn or changed in writing (without the consent of the Beneficiary),
but only the last designation on file with the Employer shall be effective.

        "Board" means the Board of Directors of the Employer.

        "Change in Control"  means the  occurrence  of (a) a merger  between the
Employer and any other unaffiliated  corporation  wherein the Employer shall not
be the surviving  corporation;  (b) a sale of all, or substantially  all, of the
assets of the Employer;  (c) a sale of controlling interest in the Employer (51%
or more of the voting  common  shares of the Employer) to parties other than the
shareholders as of the Effective Date; or (d) a merger or  consolidation  of the
Employer  following  which  fewer than  one-half  of the members of the board of
directors  of the merged  organization  were  members  of the Board  immediately
preceding the merger or consolidation.

        "Code" means the Internal  Revenue Code of 1986,  as may be amended from
time to time.

        "Common  Shares"  means the  common  shares of  Western  Ohio  Financial
Corporation.

        "Compensation"  means,  with respect to each  Participant,  (a) his base
salary  payable  by the  Employer;  (b) his  bonus or  bonuses,  based  upon the
Employer's financial performance; (c) any


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<PAGE>



MRP's which are to become vested during the relevant Plan Year; and (d) , in the
case of a Director,  his Annual  Retainer and all Meeting Fees.  For purposes of
this  Plan,  a  Participant's  base  salary  shall be  deemed  paid at the times
determined  pursuant to the Employer's regular payroll  practices;  and bonuses,
Annual  Retainers  and Meeting  Fees will be allocated to the Plan Year in which
they are earned.

        "Deferred Compensation Account" means the separate Deferred Compensation
Account established for each Participant pursuant to Section 4 of the Plan.

        "Director" means any director of the Employer who receives  compensation
from the Employer for his services as a director.

        "Effective Date" means June 1, 1998.

        "Employee" means an individual  employed as a common law employee of the
Employer.

        "Employer" means Cornerstone Bank and any successor thereto.

        "ERISA" means the Employee  Retirement  Income  Security Act of 1974, as
may be amended from time to time.

        "Fair Market Value" of the Common Shares means the price established for
such  Common  Shares  on the  relevant  date by the  Plan  Administrator  in its
discretion.

        "Meeting Fees" means, with respect to any calendar year or other period,
the fees for attendance at meetings of the Board or its committees (exclusive of
expenses) which,  absent an election to defer  hereunder,  would be payable to a
Participant  during those pay periods  beginning in the given  calendar  year or
other period.

        "Participant" has the meaning specified in Section 3 of the Plan.

        "Plan"  means  the  Cornerstone  Bank  Deferred  Compensation  Plan,  as
reflected in this  document,  as the same may be amended from time to time after
the Effective Date.

        "Plan Administrator" means the Employer.

        "Plan Year" means the calendar year.


Section 3.  PARTICIPANTS

From time to time, in its sole  discretion,  the Board may designate one or more
Employees or Directors as eligible for participation in the Plan. An Employee or
Director so designated shall  immediately  become a "Participant" in the Plan. A
Participant  shall  continue  to  participate  in the Plan until his status as a
Participant is terminated by either a complete distribution of his Deferred


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<PAGE>



Compensation  Account pursuant to the terms of the Plan or by written  directive
of the Board.


Section 4.  DEFERRED COMPENSATION ACCOUNTS

        A. Establishment of Deferred  Compensation  Accounts.  The Employer will
establish a Deferred Compensation Account for each Participant.  A Participant's
Deferred  Compensation  Account  shall have two  subaccounts;  a Cash Account to
record amounts  allocated  under Section  4.D.(ii) and a Stock Account to record
amounts allocated under Section 4.D.(iii).  Such Deferred  Compensation  Account
shall be a bookkeeping account only, maintained as part of the books and records
of the Employer.

        B.  Election  of  Participant.   With  respect  to  each  Plan  Year,  a
Participant  may elect to have a percentage (up to 100%) or a flat dollar amount
of his  Compensation  which is to be paid or awarded to him by the  Employer for
the Plan Year in question  allocated  to his Deferred  Compensation  Account and
paid on a deferred basis  pursuant to the terms of the Plan.  Each election made
pursuant to this  Section  4.B. may specify a separate  deferral  percentage  or
dollar amount for each component of the  Participant's  Compensation  (e.g. base
salary,  bonus,  MRP,  Annual Retainer or Meeting Fees). To exercise an election
under this Section for any Plan Year,  within 30 days prior to the  commencement
of the Plan Year, the Participant  must advise the Employer of his election,  in
writing,  on a form  prescribed  by the Employer  (each,  a "Deferral  Notice").
Notwithstanding  the  preceding  sentence,  in the  first  year of the  Plan,  a
Participant  may complete a Deferral  Notice at any time within thirty (30) days
following  the  Effective  Date.  Such  Deferral  Notice  shall  apply  only  to
Compensation  payable to, or earned by, the Participant  after the date on which
the Deferral Notice is received by the Employer.

        C. Employer  Contributions.  Each time a Deferral Notice is submitted to
the Employer in accordance with Section 4.B.  above,  during the next Plan Year,
the Employer will allocate to the Participant's  Deferred  Compensation  Account
the  percentage  or dollar  amount of  Compensation,  specified  in the Deferral
Notice.   Any  amounts  so  allocated  by  the  Employer  are  called  "Employer
Contributions."

        D.     Adjustment of Account Balances.

               (i) Participant  Election. At the time that a Participant submits
a Deferral Notice, he shall elect the percentage of Employer Contributions to be
allocated to his Cash Account (to be adjusted pursuant to Paragraph (ii) of this
Section 4.D.) and his Stock Account (to be adjusted  pursuant to Paragraph (iii)
of this Section 4.D.). Any election made pursuant to this Paragraph (i) shall be
irrevocable with respect to the affected Employer Contributions.

               (ii) As of each  Adjustment  Date, the Plan  Administrator  shall
credit the balance in the Participant's  Cash Account with Additions which shall
mirror the quarterly appreciation or depreciation  experienced by the investment
funds  selected by the  Participant  in accordance  with the  provisions of this
Section 4.D.(ii).  A Participant shall designate on such form or forms as may be
satisfactory  to the Plan  Administrator,  the portion of his Cash Account to be
treated as credited to


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<PAGE>



each of the investment funds that may be offered by the Board in its discretion.
Such  designations  shall  specify,   in  ten  percent  (10%)  increments,   the
percentages  to be treated as credited to each  investment  fund  offered.  Such
designations  shall remain in effect until changed by an express  designation by
the Participant.  Such  designations may be changed by the Participant as of the
first day of any prospective  calendar quarter,  provided that reasonable notice
of the change is given to the Plan  Administrator.  The crediting or debiting of
Additions  shall occur so long as there is a balance in the  Participant's  Cash
Account  regardless of whether the Participant  has terminated  service with the
Employer or has died. The Plan Administrator may prescribe any reasonable method
or procedure for the accounting of Additions.

               (iii) As of each  Adjustment  Date,  the amount  credited  to the
Stock Account of each Participant shall be divided by the then Fair Market Value
of the Common Shares.  Upon completion of this  calculation,  each Stock Account
shall be  credited  with the  resulting  number of whole  Common  Shares and any
remaining  amounts  shall  continue to be credited  to the Stock  Account  until
converted to whole Common Shares at a future  Adjustment Date. The Stock Account
of each  Participant  shall be credited with cash dividends on the Common Shares
on and after the date credited to the Stock Account. At the following Adjustment
Date, the amount of cash dividends credited to each Stock Account (and any other
amounts then credited to such account)  shall be divided by the then Fair Market
Value of the Common Shares;  and the Stock Account of each Participant  shall be
credited  with the  resulting  number of whole Common  Shares and any  remaining
amounts shall  continue to be credited to the Stock  Account until  converted to
whole Common Shares at a future  Adjustment  Date.  The Plan  Administrator  may
prescribe any reasonable method or procedure for the accounting of Additions.

        E. Stock  Adjustments.  The number of Common Shares in the Stock Account
of each Participant shall be adjusted from time to time to reflect stock splits,
stock dividends or other changes in the Common Shares resulting from a change in
capital structure.

        F.  Participant's  Rights in Accounts.  A Participant's  only right with
respect to his Deferred  Compensation  Account (and amounts  allocated  thereto)
will be to receive  payments in accordance  with the  provisions of Section 5 of
the Plan.


Section 5.  DEFERRED BENEFITS

        A.  Time  of  Payment.   Distribution   of  a   Participant's   Deferred
Compensation Account shall be made within thirty (30) days of the earlier of (i)
the date specified by the  Participant in the Deferral  Notice  delivered to the
Plan  Administrator at the time the deferral  election is made; or (ii) the date
of the  Participant's  termination  of service as an Employee or Director due to
retirement,  death,  disability  (as  determined by the Plan  Administrator)  or
otherwise.  Notwithstanding  the previous  provisions of this Section 5.A.,  (i)
within one (1) year of the date on which  distribution  would otherwise commence
to be made to a Participant,  such Participant may, with the written approval of
the  Plan  Administrator,  elect  to  change  the date  such  distribution  will
commence;  and (ii) in the sole discretion of the Plan  Administrator,  the time
for  commencement  of  payments  to be made to a  Participant  hereunder  may be
accelerated.


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<PAGE>



        B. Method of Distribution. A Participant's Deferred Compensation Account
shall be distributed to the Participant in either (i) a single lump sum payment;
or (ii) equal annual  installments over a period not to exceed ten (10) years. A
Participant  shall elect the form of distribution in the Deferral Notice. In the
event  that  a  distribution  is  made  in  annual  installment  payments,   the
Participant's Deferred Compensation Account shall continue,  during such payment
period,  to be adjusted in accordance with the applicable  provisions of Section
4.D.  Cash  Accounts  shall be  distributed  in cash.  Stock  Accounts  shall be
distributed  either in  Common  Shares  or in cash at the  election  of the Plan
Administrator. In the event that a distribution of a Participant's Stock Account
is made in cash,  the Plan  Administrator  shall  determine  the  amount of such
distribution  by using the Fair Market  Value of the Common  Shares as of either
the date of distribution  specified by the Participant in his Deferral Notice or
the  date  on  which  the  Participant's  service  as an  Employee  or  Director
terminated, whichever may be applicable.

        C. Hardship  Distributions.  Prior to the time a Participant's  Deferred
Compensation  Account  becomes  payable,  the  Plan  Administrator,  in its sole
discretion,  may elect to  distribute  all or a portion  of such  account in the
event such Participant requests a distribution due to severe financial hardship.
For purposes of this Plan, severe financial hardship shall be deemed to exist in
the  event  the  Plan  Administrator  determines  that  a  Participant  needs  a
distribution to meet immediate and heavy financial needs resulting from a sudden
or  unexpected  illness  or  accident  of the  Participant  or a  member  of the
Participant's  family,  loss of the  Participant's  property  due to casualty or
other similar extraordinary and unforeseeable  circumstances arising as a result
of events  beyond  the  control  of the  Participant.  A  distribution  based on
financial  hardship  shall not exceed the amount  required to meet the immediate
financial  need  created by the  hardship and shall be made in a single lump sum
cash  payment.  With  respect to a  Participant's  Stock  Account,  any hardship
distribution  shall be made in cash,  based  upon the Fair  Market  Value of the
Common Shares as of the date of distribution.

        D.  Payment  Upon  Change in  Control.  Notwithstanding  any  provisions
contained elsewhere in this Plan, a Participant's  Deferred Compensation Account
shall be  distributed  to him,  in a single  lump sum  payment,  within five (5)
business days  following his  termination of service with the Employer after the
occurrence  of  a  Change  in  Control.  In  addition,  to  the  extent  that  a
Participant's  Deferred  Compensation  Account is  distributed  pursuant  to the
preceding  sentence,  the  Employer  shall  make an  additional  payment  to the
Participant, within five (5) business days following his termination of service;
in an amount sufficient to allow such Participant to pay all federal,  state and
local income and/or excise taxes  applicable to the distribution of his Deferred
Compensation  Account.  Such  additional  payment  shall  be  determined  by the
Employer's  independent auditors. In the event that, pursuant to Section 10, the
Employer  establishes  a trust to pay benefits  under the Plan,  within ten (10)
days following a Change in Control, the Employer must make contributions to that
trust in an amount  that  will  allow the  trust to fully  satisfy  all  benefit
obligations  under the Plan.  Each Plan Year  thereafter  the Employer  shall be
required  to make  additional  contributions  to the trust in amounts  that will
allow the trust to continue to fully satisfy all benefit  obligations  under the
Plan. If, upon a Change in Control,  the Employer had not established a trust to
pay  benefits  under the Plan,  within  five (5) days  following  such Change in
Control,  the Employer shall  establish such a trust and make all  contributions
(upon the Change in Control and for future years) as required under the previous
provisions of this Section 5.D.


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<PAGE>




        E. Payment of Benefits  Upon Death of  Participant.  In the event of the
death of a Participant,  either before or after benefit  payments have commenced
under Section 5.A. above,  benefit payments called for under this Section 5 will
thereafter  be  made  to  the  Participant's  Beneficiary  or,  if  there  is no
Beneficiary,  to the Participant's  estate. If a Participant dies before benefit
payments have commenced under Section 5.A., any distribution  under this Section
5.E.  shall be made in a  single  lump sum  payment  equal to the  Participant's
Deferred  Compensation  Account at the time of his death. If a Participant  dies
while  benefit  payments  are being  made  pursuant  to Section  5.A.  in annual
installments,  in the discretion of the Plan  Administrator,  distribution under
this Section  5.E. may be made either (i) in a single lump sum payment  equal to
the Participant's  undistributed portion of his Deferred Compensation Account at
the time of his death;  or (ii) by  continuation  of the  remaining  installment
payments to the Participant's Beneficiary.

        F. Taxes.  In the event any taxes are  required by law to be withheld or
paid from any payments made pursuant to the Plan, the Plan  Administrator  shall
deduct such amounts from such payments and shall  transmit the withheld  amounts
to the appropriate taxing authority.


Section 6. NO  FIDUCIARY  RELATIONSHIP-  Nothing  contained  in this Plan and no
action  taken  pursuant  to the  provisions  of this  Plan  shall  create  or be
construed  to create any  fiduciary  relationship  between the  Employer and any
Participant, Beneficiary or any other person.


Section 7. ASSIGNMENT OR ALIENATION - The right of a Participant, Beneficiary or
any  other  person  to the  payment  of a  benefit  under  this  Plan may not be
assigned,  transferred,  pledged or encumbered  except by Will or by the laws of
descent and distribution.


Section 8. PLAN  ADMINISTRATION - The Plan  Administrator will have the right to
interpret and construe the Plan and to determine  all  questions of  eligibility
and of  status,  rights  and  benefits  of  Participants  and all other  persons
claiming benefits under the Plan. In all such interpretations and constructions,
the Plan  Administrator's  determination  will be based upon  uniform  rules and
practices  applied in a  nondiscriminatory  manner and will be binding  upon all
persons  affected  thereby.  Subject to the  provisions of Section 9 below,  any
decision by the Plan  Administrator  with  respect to any such  matters  will be
final and binding on all  parties.  The Plan  Administrator  will have  absolute
discretion in carrying out its responsibilities under this Section 8.


Section 9.  CLAIMS PROCEDURE

        A. Filing Claims - Any  Participant or Beneficiary  entitled to benefits
under the Plan may file a claim request with the Plan Administrator.

        B.  Notification to Claimant - If a claim request is wholly or partially
denied,  the Plan  Administrator  will  furnish to the  claimant a notice of the
decision  within  ninety (90) days in writing and in a manner  calculated  to be
understood by the claimant, which notice will contain the following information:


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<PAGE>



               (i)    the specific reason or reasons for the denial;

               (ii)   specific reference to pertinent Plan provisions upon which
                      the denial is based;

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

               (iv)   an  explanation  of the  Plan's  claims  review  procedure
                      describing  the steps to be taken by a claimant who wishes
                      to submit his claims for review.

        C. Review Procedure - A claimant or his authorized  representative  may,
with respect to any denied claim:

               (i)    request a review upon a written  application  filed within
                      sixty (60) days after  receipt by the  claimant of written
                      notice of the denial of his claim;

               (ii)   review pertinent documents; and

               (iii)  submit issues and comments in writing.

Any  request or  submission  will be in writing and will be directed to the Plan
Administrator (or its designee).  The Plan  Administrator (or its designee) will
have the sole  responsibility  for the review of any denied  claim and will take
all steps appropriate in the light of its findings.

        D. Decision on Review - The Plan  Administrator  (or its designee)  will
render a decision  upon review.  If special  circumstances  (such as the need to
hold a hearing on any matter pertaining to the denied claim) warrant  additional
time, the decision will be rendered as soon as possible,  but not later than one
hundred  twenty  (120) days after  receipt of the request  for  review.  Written
notice of any such  extension  will be furnished  to the  claimant  prior to the
commencement  of the  extension.  The  decision on review will be in writing and
will include specific reasons for the decision,  written in a manner  calculated
to be  understood  by the  claimant,  as  well  as  specific  references  to the
pertinent provisions of the Plan on which the decision is based. If the decision
on review is not  furnished  to the claimant  within the time limits  prescribed
above, the claim will be deemed denied on review.


Section 10. UNSECURED AND UNFUNDED  OBLIGATION - There shall be no contributions
required or permitted to be made by any Participant in the Plan. All payments of
benefits shall be made directly from the general assets of the Employer, and the
right of a Participant  or  Beneficiary to any payment of such benefits shall be
solely that of an unsecured  general creditor of the Employer.  No assets of the
Employer shall be set aside, earmarked, placed in trust or escrow or represented
as being  specifically  set aside to provide for Plan benefits.  Notwithstanding
any provision of this Section 10, the Employer may, in its discretion, establish
a trust  to pay all or a  portion  of the  benefits  payable  under  this  Plan,
provided that the assets of such trust shall remain, at all times, the assets of
the Employer subject to the claims of its creditors.



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<PAGE>


Section 11.  AMENDMENT AND  TERMINATION OF THE PLAN - The Employer  reserves the
right,  by a resolution  of the Board,  to amend the Plan at any time,  and from
time to time, in any manner which it deems desirable, provided that no amendment
will adversely  affect the accrued  benefits of any Participant  under the Plan.
The Employer also reserves the right, by a resolution of the Board, to terminate
this Plan at any time without  providing any advance notice to any  Participant;
and in the event of any Plan  termination,  the  Employer  reserves the right to
then distribute all amounts  allocated to  Participants'  Deferred  Compensation
Accounts.


Section 12. NO  GUARANTEE  OF PLAN  PERMANENCY  - This Plan does not contain any
guarantee of  provisions  for  continued  service to any  Employee,  Director or
Participant nor is it guaranteed by the Employer to be a permanent plan.


Section 13.  GENDER - Any  reference in the Plan made in the  masculine  pronoun
shall apply to both men and women.


Section 14.  GOVERNING LAW - This Plan shall be construed in accordance with and
governed by the laws of the State of Ohio.

        IN WITNESS WHEREOF,  the Employer has caused this Plan to be executed by
a duly authorized officer as of the Effective Date.


                                                   CORNERSTONE BANK



                                                   By: /s/ John Raisbeck
                                                   ----------------------------
                                                   Title: President and CEO




                                        8