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                                                                    Exhibit 10.9





March 12, 2001


Mr. Edward L. Baumgardner
President & Chief Executive Officer
Potters Financial Corp.
519 Broadway
East Liverpool, OH    43920

Dear Mr. Baumgardner:

This letter sets forth the terms of the engagement (the "Engagement") by Potters
Financial Corp. ("Client") and Keefe, Bruyette & Woods, Inc. ("KBW") to provide
advice and assistance to the Client with respect to strategic alternatives to
enhance shareholder value, including a possible strategic alliance (the
"Advisory Services"). As stated specifically below, the scope of the engagement
includes review and assistance in pursuing a possible strategic alliance
involving one or more of the operations of the Client and another entity.

The program which is described below is designed to maximize shareholder value
and for the Board to maintain control over the process and the strategic
direction of the business. Control over the process and the business focus is
essential for the maximizing of value.

In connection with its services hereunder KBW, as financial advisor and
investment banker, will undertake the following activities:

-    Familiarize itself to the extent it deems appropriate with the business,
     operations, properties, financial condition and prospects of the Client, it
     being understood that KBW shall, in the course of its familiarization, rely
     entirely upon publicly available information and such other information as
     may be supplied by the Client without independent investigation.

-    Meet with the Board of Directors of Client with respect to one or more
     strategic alliances involving the Client and any entity, whether structured
     as a sale, merger, reverse merger, stock transfer or otherwise
     (collectively a "Strategic Alliance" or "Transaction").

General Advisory Services In Connection With A Strategic Alliance
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KBW would expect to work with the Client, the Client's counsel, accountants and
other advisors to assess the Client's strategic alternatives and to evaluate any
specific proposals that are received. We anticipate that our activities would
include, as appropriate, the following:

     1.   advising and assisting the Client in its determination of appropriate
          and desirable values to be realized in a Strategic Alliance;



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     2.   preparing a summary of recent merger and acquisition trends in the
          financial services industry, including tactics employed by others and
          typical terms and values applied;

     3.   advising the Client as to the structure and form of a proposed
          Strategic Alliance;

     4.   advising and assisting in making presentations to the Client's Board
          of Directors about a Strategic Alliance;

     5.   assisting the Client in any proceedings relating to regulatory
          approvals required for a Strategic Alliance; and,

     6.   if requested by the Client, rendering one or more opinions and updates
          as described below (collectively, "the Opinion") as to whether or not
          the consideration to be paid in a proposed Strategic Alliance is fair
          to the shareholders of the Client.

Specific Advisory Services In Connection With the Identification and Negotiation
--------------------------------------------------------------------------------
With Potential Partners
-----------------------

KBW will assist in identifying prospective strategic alliance partners and
performing related services as follows:

     1.   act as the exclusive agent for the Client in a Strategic Alliance;

     2.   develop with the Client a marketing plan, including a list of
          prospective partners and/or targets;

     3.   identify in writing third parties ("Buyers") that might be potential
          partners and develop and implement tactics to solicit interest and
          contact only those potential parties authorized by Client;

     4.   perform financial analyses of the Client and prospective partners in
          the context of a possible Strategic Alliance;

     5.   solicit interest from prospective partners including prices to be
          paid, the form of consideration and treatment of various social
          issues;

     6.   if KBW and the Client deem it advisable, assist the Client in
          preparing a brochure to be utilized in discussions with other entities
          which will describe the Client in such detail as may be appropriate
          under the circumstances, and distributing the brochure only to those
          entities designated by the Client and only after receipt of a signed
          Confidentiality Agreement in a form acceptable to the Client;

     7.   counsel the Client as to strategy and tactics for initiating
          discussions and negotiations with prospective partners and participate
          in such discussions and negotiations;



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     8.   coordinate and participate in (i) discussions between the Client and
          prospective partners and (ii) "due diligence" investigations of Client
          and prospective partners;

     9.   assuming an agreement in principle is reached for a Strategic
          Alliance, assist in negotiating a definitive agreement;

     10.  prepare a fairness opinion to Client's Board of Directors and/or
          shareholders at the time of execution of an agreement with a Buyer,
          provide an update of such opinion as of the date of mailing the proxy
          statement, and if requested by Client provide an update of such
          opinion at time of closing; and

     11.  render such other financial advisory and investment banking services
          as are customary in such engagements and as may be agreed upon by
          Client and KBW.


         2. Additionally, if so requested by the Client, KBW will render an
Opinion as to the fairness from a financial point of view to the stockholders of
the Client of the consideration offered in the Transaction. The Opinion may be
in such form as KBW shall determine and KBW may qualify the Opinion in such
manner as KBW believes reasonably appropriate, including by stating therein that
KBW has relied upon the information furnished to it by the Client, has assumed
the accuracy and completeness of such information and has not attempted
independently to verify any of such information.

         3. The Client agrees to furnish (and will use its best efforts to cause
the Client to furnish) KBW with such information as KBW believes appropriate to
its assignment (all such information so furnished being the "Information"). The
Client recognizes and confirms that KBW (i) will use and rely primarily on the
Information and on information available from generally recognized public
sources in performing the services contemplated by this letter agreement without
having independently verified the same and (ii) does not assume responsibility
for the accuracy or completeness of the Information and such other information.

         4. KBW acknowledges that a portion of the Information may contain
confidential and proprietary business information concerning the Client and
Buyer. KBW agrees to maintain the confidentiality of such Information; provided,
that such Information may be disclosed to KBW's employees, agents and
representatives who need to know such Information for the purpose of assisting
KBW in rendering the services contemplated hereunder (it being understood that
such persons shall be informed of the confidential nature of the Information and
shall be directed to treat such Information confidentially). The confidentiality
agreement hereunder shall not apply to Information which: (i) becomes generally
available to the public other than as a result of a disclosure by KBW or its
representatives; (ii) was available on a nonconfidential basis prior to its
disclosure to KBW; or (iii) becomes available to KBW on a nonconfidential basis
from a source other than the Client or its representatives provided that such
source is not bound by a confidentiality agreement with the Client or its
representatives.

         5. The Client acknowledges that all opinions and advice (written or
oral) given by KBW to the Client in connection with KBW's engagement are
intended solely for the benefit and use of the senior management and directors
of the Client for the purposes of their evaluation of the


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proposed Transaction. Unless otherwise expressly stated in an opinion letter
issued by KBW or otherwise expressly agreed, no one other than such persons is
authorized to rely upon this engagement of KBW or any statements or conduct by
KBW. The Client agrees that no such opinion or advice shall be used, reproduced,
disseminated, quoted or referred to at any time, in any manner, or for any
purpose, nor shall any public references to KBW be made by the Client or any of
its representatives without the prior written consent of KBW; provided, however,
that the Opinion referred to above may be reproduced in a proxy statement
relating to the proposed Transaction that the Client files under the Securities
Exchange Act of 1934, as amended, and distributes to its stockholders in
connection therewith, provided that such reproduction is accompanied by
disclosure acceptable to KBW.

         6. The Client acknowledges and agrees that KBW has been retained to act
solely as financial advisor to the Client. In such capacity, KBW shall act as an
independent contractor, and any duties arising out of its engagement shall be
owed solely to the Client.

         7. KBW will be compensated by Client for the performance of the
Advisory Services as follows:

     a)   A fee of $15,000 payable upon the execution of this engagement letter,
          which shall be deemed earned upon payment regardless of whether a
          Strategic Alliance is eventually consummated, provided however that
          the fee payable pursuant to this Paragraph 7(a) shall be deducted from
          the Success Fee paid pursuant to Paragraph 7(b) below.

     b)   A success fee equal to 1.0% of the total fair market value of any
          securities issued and any non-cash and cash consideration received as
          of the closing of the Strategic Alliance, including any amounts paid
          by a partner or the Client to any stock benefit plans maintained by
          the Client or an affiliate or paid to any holders of any options or
          stock appreciation rights granted by the Client, whether or not
          vested, provided that for purposes of determining the amounts paid
          with respect to such options or appreciation rights as the case may
          be, which remain unexercised immediately prior to the closing of the
          subject Transaction, the amount paid with respect to such stock
          options or appreciation rights, shall be deemed to equal the
          difference between the aggregate purchase price for the common stock
          underlying such options and rights and the aggregate exercise price of
          such options and rights. Upon signing of the Definitive Merger
          Agreement, $50,000 shall be due and payable; the remainder of the
          Success Fee shall be due and payable at closing of such transaction.

     c)   For delivery of the Opinion pursuant to a Strategic Alliance, KBW
          shall receive a fee of $25,000. Such fairness Opinion fee shall be due
          and payable upon signing of the definitive agreement and shall be
          deemed earned at that time whether or not a Strategic Alliance is
          eventually consummated. Such Opinion fee shall be deducted from the
          Success Fee paid pursuant to Paragraph 7(b) above.

     d)   Client shall reimburse KBW for its out of pocket expenses, including
          costs of travel, meals and lodging, photocopying, telephone, facsimile
          and couriers. Such expenses shall not exceed $2,500 without Client's
          prior consent. In addition, Client will reimburse KBW for expenses KBW
          incurs on behalf of Client (e.g. filing fees).



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     e)   For purposes of Paragraph 7(b) above, "total fair market value" of
          securities and non-cash consideration shall have the following
          meaning: (i) in the case of an exchange of common stock in a
          transaction in which the number of shares of the acquirer to be
          received by the shareholders of Client will vary (x) without the
          imposition of a cap, collar or other limitation or (y) because the per
          share value of the acquirer's stock comes within an agreed upon cap,
          collar or other limitation, in each case which results in a value for
          Client's shares which is fixed, the "total fair market value" shall
          mean the number of shares of Client to be exchanged in such
          transaction, multiplied by the value per share specified in the
          agreement between Client and the acquirer; (ii) in the case of an
          exchange of common stock in a transaction in which the number of
          shares of the acquirer to be received in exchange for each share of
          Client is fixed and the value of such shares may vary, the "total fair
          market value" shall mean (A) for securities traded on a national
          securities exchange, the average of the closing prices, as reported on
          such national securities exchange, for the 20 trading days ending on
          the fifth trading day prior to the closing of the transaction,
          multiplied by the number of shares of common stock of the acquirer
          issuable upon conversion of Client's common stock (and any securities
          convertible into common stock) in the transaction, and (B) for
          securities quoted on a national quotation service, the average of the
          closing bid and ask prices of the securities for a period of 20
          trading days ending on the fifth trading day prior to the closing of
          the transaction, multiplied by the number of shares of common stock of
          the acquirer issuable upon conversion of Client's common stock (and
          any securities convertible into common stock) in the transaction; and
          (iii) for any securities not traded on a national securities exchange
          or quoted by a national quotation service, the "total fair market
          value" shall mean the fair market value as determined by mutual
          agreement of Client and KBW, provided that if such securities are
          promissory notes, the securities shall be valued at face value.

         8. Fees described in Paragraph 7 shall be due and payable to KBW upon
presentation of KBW's invoice.

         9. In connection with KBW's Engagement (which Engagement may have
commenced prior to the date hereof) to advise and assist the Client with the
Transaction, the Client agrees to indemnify and hold harmless KBW and its
affiliates, the respective directors, officers, agents and employees of KBW and
its affiliates and each other person, if any, controlling KBW or any of its
affiliates and each of their respective successors and assigns, to the fullest
extent permitted by law, from and against any losses, claims, damages or
liabilities (or actions, including shareholder actions, in respect thereof)
related to or arising out of such engagement or KBW's role in connection
therewith, and will reimburse KBW and any other party entitled to be indemnified
hereunder for all expenses (including counsel fees) as they are incurred by KBW
or any such other indemnified party in connection with investigating, preparing
or defending any such action or claim whether or not in connection with pending
or threatened litigation in which KBW is a party. The Client will not, however,
be responsible for any claims, liabilities, losses, damages or expenses which
are finally judicially determined to have resulted primarily from KBW's bad
faith, willful misconduct or negligence.

         If the indemnification provided for in the foregoing paragraph is
judicially determined to be unavailable (other than in accordance with the terms
hereof) to any person otherwise entitled to indemnity in respect of any losses,
claims, damages or liabilities referred to herein, then, in





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lieu of indemnifying such person hereunder, the Client and KBW shall contribute
to the amount paid or payable by such person as a result of such losses, claims,
damages or liabilities (and expenses relating thereto) (i) in such proportion as
is appropriate to reflect the relative benefits to the Client, on the one hand,
and KBW, on the other hand, of the Engagement provided for in this Agreement or
(ii) if the allocation provided for in clause (i) above is not available, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in such clause (i) but also the relative fault of each of the Client
and KBW, as well as any other relevant equitable considerations; PROVIDED,
HOWEVER, in no event shall KBW's aggregate contribution to the amount paid or
payable exceed the aggregate amount of fees actually received by KBW under this
Agreement. For the purposes of this Agreement, the relative benefits to the
Client and to KBW of the Engagement under this Agreement shall be deemed to be
in the same proportion as (a) the total value paid or contemplated to be paid or
received or contemplated to be received by the Client or the Client's
stockholders, as the case may be, in the Transaction or Transactions that are
the subject of the Engagement hereunder, whether or not any such Transaction is
consummated, bears to (b) the fees paid or to be paid to KBW under this
Agreement.

         The Client also agrees that neither KBW, nor any of its affiliates nor
any officer, directors, employee or agent of KBW or any of its affiliates, nor
any person controlling KBW or any of its affiliates, shall have any liability to
the Client for or in connection with such Engagement except for any such
liability for losses, claims, damages, liabilities or expenses incurred by the
Client which are finally judicially determined to have resulted primarily from
KBW's bad faith, willful misconduct or gross negligence. The foregoing agreement
shall be in addition to any rights that KBW, the Client or any indemnified party
may have at common law or otherwise, including, but not limited to, any right to
contribution. For the sole purpose of enforcing and otherwise giving effect to
the provisions of this agreement, the Client hereby consents to personal
jurisdiction and service and venue in any court in which any claim which is
subject to this agreement is brought against KBW or any other indemnified party.

         The Client agrees that it will not, without the prior written consent
of KBW, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder (only
if KBW is an actual or potential party to such claim, action, suit, or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of KBW from all liability arising out of such claim,
action, suit or proceeding.

         10. It is understood that KBW's Engagement referred to above may be
embodied in one or more separate written agreements and that, in connection with
such Engagement, KBW may also be requested to provide additional services or to
act for the Client in one or more additional capacities. The indemnification
provided hereunder shall apply to said engagement, any such additional services
or activities and any modification, and shall remain in full force and effect
following the completion or termination of KBW's Engagement.

         11. This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of Ohio applicable to contracts executed
in and to be performed in that state, without regard to such state's rules
concerning conflicts of laws. Any right to trial by jury with respect to any
claim or action arising out of this agreement or conduct in connection with the
engagement is hereby waived by the parties hereto.




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         12. KBW's Engagement hereunder may be terminated by either the Client
or KBW at any time after December 31, 2001 with or without cause, upon written
advice to that effect to the other party; provided, however, that KBW will be
entitled to its full fee as stated above in the event that at any time prior to
the expiration of twelve months after the termination of KBW's Engagement a
Transaction is consummated between the Client and (i) any party identified in
writing by KBW, or as to which KBW advised the Client in writing during the term
of KBW's Engagement hereunder or (ii) any party that has proposed, or with whom
the Client had held discussions regarding, a Transaction during the term of
KBW's engagement hereunder; and provided further, that the expenses and
indemnity and contribution provisions hereof shall survive such termination.

         Please confirm that the foregoing is in accordance with your
understanding and agreement with KBW by signing and returning to KBW the
duplicate of this letter enclosed herewith along with the initial retainer
amount set forth in Paragraph 7(a).

                                                Sincerely,


                                                Keefe, Bruyette & Woods, Inc.


                                                By:____________________________

         The undersigned hereby agrees to the above terms as of this __ day of
________ 2001.

POTTERS FINANCIAL CORP.


By:      _____________________
Name:    _____________________
Title:   _____________________




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