<PAGE>   1



                         MAHONING NATIONAL BANCORP, INC.
                                    FORM 10-K


               Item 14 Exhibits, Financial Statement Schedules and
                               Reports on Form 8-K

                       Exhibit 10 Material Contracts (10m)


                       Executive Phantom Stock Bonus Plan
                          as Amended December 14, 1998
                              Norman E. Benden, Jr.




<PAGE>   2
                                                                   EXHIBIT 10(m)

                    THE MAHONING NATIONAL BANK OF YOUNGSTOWN
                       EXECUTIVE PHANTOM STOCK BONUS PLAN



                           1998 AMENDMENT TO AGREEMENT
                           WITH NORMAN E. BENDEN, JR.



         This 1998 Amendment modifies the agreement (the "Agreement") that The
Mahoning National Bank of Youngstown restated with Norman E. Benden, Jr. (the
"Executive") on September 15, 1997 pursuant to The Mahoning National Bank of
Youngstown Executive Phantom Stock Bonus Plan (the "Plan").

         WHEREAS, the parties to the Agreement mutually desire to amend its
vesting schedule and its provision for distributing benefits upon a change in
corporate control.

         NOW, THEREFORE, pursuant to Article IX(c) of the Plan, the undersigned
agree to amend the Agreement as follows, effective immediately on execution
hereof.

         1. Article VI of the Plan shall be amended by revising, in its
entirety, Schedule "A" (which is referenced therein). The version of Schedule
"A" that was attached to the Agreement is accordingly superseded, and shall be
replaced by the version of Schedule "A" that is attached to this 1998 Amendment.

         2. Article VII(a) of the Plan shall be amended by revising the first
sentence of its second paragraph to provide as follows, with italics herein
highlighting new text:

         In order to be effective with respect to the timing of distributions,
         the Executive's Election Form must be submitted to the Bank either more
         than one year before the date on which the Executive's service with the
         Bank terminates for any reason or within 30 days of the Plan's
         Effective Date (or more than 90 days before a Change in Control,
         provided the Executive files a duly executed "Special Election of
         Payment Method after a Change in Control" in the form attached hereto
         as Schedule "B").

         3. Nothing contained herein shall be held to alter, vary or affect any
of the terms, provisions, or conditions of the Plan, other than as stated above.

[SIGNATURE PAGE FOLLOWS]



<PAGE>   3



Executive Phantom Stock Bonus Plan
1998 Amendment
Page 2


         WHEREFORE, on this 14TH day of DECEMBER , 1998, the undersigned hereby
execute this 1998 Amendment to the Agreement.


                                                 THE MAHONING NATIONAL BANK
Witnessed by:                                    OF YOUNGSTOWN

 /s/ Kathleen A. Rish                               /s/ Daniel B. Roth
 --------------------                            By ------------------
                                                    A duly authorized Director




Witnessed by:                                    EXECUTIVE

/s/ Kathleen A. Rish                                /s/ Norman E. Benden, Jr.
--------------------                                -------------------------
                                                    Norman E. Benden, Jr.




         Pursuant to duly adopted resolutions of its Board of Directors, the
undersigned hereby agrees that its Guarantee Agreement with the Executive shall
be amended to guarantee the obligations of The Mahoning National Bank of
Youngstown that are in effect under the Agreement, as amended by this 1998
Amendment.

                                                 MAHONING NATIONAL BANCORP,
Witnessed by:                                    INC.

 /s/ Kathleen A. Rish                               /s/ Daniel B. Roth
 --------------------                            By ------------------
                                                    A duly authorized Director




<PAGE>   4


                                                                    SCHEDULE "A"
                                                  (As revised November 16, 1998)



                    THE MAHONING NATIONAL BANK OF YOUNGSTOWN
                       EXECUTIVE PHANTOM STOCK BONUS PLAN
                      -------------------------------------

                   VESTING SCHEDULE FOR NORMAN E. BENDEN, JR.
                      -------------------------------------



<TABLE>
<CAPTION>

          -------------------------------------------- ------------------------------------------------------
         <S>                                        <C>   
          DATE ON WHICH PHANTOM SHARES                 VESTING THAT OCCURS, UNLESS MR. BENDEN TERMINATES
          WERE CREDITED                                EMPLOYMENT BEFORE A PARTICULAR VESTING DATE
          -------------------------------------------- ------------------------------------------------------
          On or before December 31, 1995               100%

          -------------------------------------------- ------------------------------------------------------
          After December 31, 1995                      100% on the third annual anniversary date of the
                                                       date on which the award is made; provided that
                                                       vesting shall accelerate to 100% on the date of Mr.
                                                       Benden's 55th birthday, and all awards made after
                                                       that date shall become 100% vested on December 31st
                                                       of the year in which the award is made.

          -------------------------------------------- ------------------------------------------------------
</TABLE>

<PAGE>   5

                                                                    SCHEDULE "B"

                    THE MAHONING NATIONAL BANK OF YOUNGSTOWN
                       EXECUTIVE PHANTOM STOCK BONUS PLAN
                         -------------------------------

                       Special Election of Payment Method
                            after a Change in Control
                         -------------------------------

         AGREEMENT, made this ____ day of ________, 199__, by and between
______________ (the "Participant") and The Mahoning National Bank of Youngstown
(the "Bank"), with respect to any distribution of the Participant's entire
account ("Account"), under the Bank's Executive Phantom Stock Bonus Plan (the
"Plan"), that occurs on or after a "Change in Control" (within the meaning of
the Plan).

         NOW THEREFORE, it is mutually agreed as follows:

         1. FORM OF PAYMENT. The Participant's Account shall be distributed in
cash that is paid --

            [  ] in one lump sum.

            [  ] in substantially equal payments over a period of _____ years
                 (no more than 15), with interest accruing according to the
                 Plan, on the unpaid present value of his Account.

         2. TIME OF PAYMENT. Distribution of the Participant's Account shall
begin as soon as practicable after --

            [  ] a Change in Control closes.

            [  ] the  January  1st after a Change in Control closes.

            [  ] the _________ annual anniversary of the January 1st after a
                 Change in Control closes.

         3. FREQUENCY OF PAYMENT. The Participant shall receive installment
payments, if elected as a form of payment, on a ______ monthly, ______
quarterly, _____ semi-annual, or _____ annual basis.



<PAGE>   6

Executive Phantom Stock Bonus Plan
Special Election Form
for Change in Control
Page 2


         4. FORM OF PAYMENT TO BENEFICIARY. In the event of the Participant's
death, any unpaid balance credited to his Account shall be distributed to his
designated beneficiary --

            [  ] in one lump sum payment,  determined  in the  manner described
                 in paragraph 1 hereof.

            [  ] in accordance with the payment schedule selected in paragraphs
                 1, 2, and 3 hereof (with payments made as though the
                 Participant survived to collect all benefits, and as though the
                 Participant terminated service on the date of his death, if
                 payments had not already begun).

         5. DESIGNATION OF BENEFICIARY. In the event of the Participant's death
before he has collected all of the benefits payable under the Plan, the
Participant hereby directs that any amounts unpaid under the Plan be distributed
to the beneficiary or beneficiaries designated under subparagraphs a and b of
this paragraph 5 in the manner elected pursuant to paragraph 4 above:

         a. PRIMARY BENEFICIARY. The Participant hereby designates the person(s)
named below to be his primary beneficiary and to receive the balance of any
unpaid benefits under the Plan:

<TABLE>
<CAPTION>
           <S>                            <C>                                   <C>  
           ============================== ===================================== ===========================
                      Name of                                                         Percentage of
                Primary Beneficiary                 Mailing Address                   Death Benefit
           ------------------------------ -------------------------------------- --------------------------
                                                                                                %
           ------------------------------ -------------------------------------- --------------------------
                                                                                                %
           ============================== ===================================== ===========================
</TABLE>


         b. CONTINGENT BENEFICIARY. In the event that the primary beneficiary or
beneficiaries named above are not living at the time of the Participant's death,
the Participant hereby designates the following person(s) to be his contingent
beneficiary for purposes of the Plan:

<TABLE>
<CAPTION>
           <S>                            <C>                                   <C>   
           ============================== ===================================== ===========================
                      Name of                                                          Percentage of
               Contingent Beneficiary                Mailing Address                   Death Benefit
           ------------------------------ -------------------------------------- --------------------------
                                                                                                 %
           ------------------------------ ------------------------------------- ---------------------------
                                                                                                 %
           ============================== ===================================== ===========================
</TABLE>


         6. EFFECT OF ELECTION. The elections made in paragraphs 1, 2, and 3
hereof shall become irrevocable on the date 90 days before the closing of a
Change in Control. The Participant may at any time and from time to time change
his designation of, and manner of payment to, a beneficiary. Such election
shall, however, become irrevocable upon the Participant's death.

<PAGE>   7


Executive Phantom Stock Bonus Plan
Special Election Form
for Change in Control
Page 3

         7. MUTUAL COMMITMENTS. The Bank agrees to make payment of all amounts
due the Participant in accordance with the terms of the Plan and the elections
made by the Participant herein. The Participant agrees to be bound by the terms
of the Plan, as in effect on the date hereof and as properly amended hereafter.
The parties recognize and agree that this Agreement supersedes and nullifies any
prior distribution election to the extent it is inconsistent herewith.

         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the originals thereof on the day and
year first above-written.


                                                 PARTICIPANT
Witnessed by:

------------------------                         ------------------------------



                                                 THE MAHONING NATIONAL BANK OF
                                                 YOUNGSTOWN
Witnessed by:


                                                 By
------------------------                           Its-------------------------

                                                      -------------------------
<PAGE>   8



                       EXECUTIVE PHANTOM STOCK BONUS PLAN



                    As Restated effective September 15, 1997


         AGREEMENT made this 15th day of September, 1997 (the "Effective Date"),
restates and supersedes an agreement entered into on the 19th day of November,
1993 between The Mahoning National Bank of Youngstown (hereinafter referred to
as the "Bank"), and Mr. Norman E. Benden, Jr. (hereinafter referred to as
"Executive").

         In consideration of the mutual covenants, terms, conditions, and
agreements herein contained the parties hereby agree to enter into this
Executive Phantom Stock Bonus Plan (hereinafter sometimes referred to as the
"Plan"), as follows:

                                    ARTICLE I

                                    PURPOSES

         The purposes of this Plan are: (a) to enable the Bank to retain the
Executive in its employ; and (b) to reward the Executive for the time and effort
he expends in his job and for the success achieved.

                                   ARTICLE II

                                   DEFINITIONS

         The terms used in this Plan shall have the following meanings:

(a)      "Aggregate Phantom Stock Account Value" shall mean the sum of the
         Phantom Stock Account Value plus all distributions made to the
         Executive pursuant to Article VII, Section (c), prior to the date said
         Executive terminates his employment with the Bank.

(b)      "Change in Control" shall mean:

         (i) the acquisition of ownership, holding or power to vote more than
         30% of the Bank's or the Company's voting stock; or

         (ii) the acquisition of the ability to control the election of a
         majority of the Bank's or the Company's directors; or

         (iii) the acquisition of a controlling influence over the management or
         policies of the Bank or the Company by any person or by persons acting
         as a "group" (within the meaning of Section 13(d) of the Securities
         Exchange Act of 1934); or

                                       1
<PAGE>   9


         (iv) during any period of two consecutive years, individuals (the
         "Continuing Directors") who at the beginning of such period constitute
         the Board of Directors of the Bank or the Company (the "Existing
         Board") cease for any reason to constitute at least two-thirds thereof,
         provided that any individual whose election or nomination for election
         as a member of the Existing Board was approved by a vote of at least
         two-thirds of the Continuing Directors then in office shall be
         considered a Continuing Director.

         Notwithstanding the foregoing, in the case of (i), (ii) and (iii)
         hereof, ownership or control of the Bank by the Company itself shall
         not constitute a Change in Control. For purposes of this paragraph
         only, the term "person" refers to an individual or a corporation,
         partnership, trust, association, joint venture, pool, syndicate, sole
         proprietorship, unincorporated organization or any other form of entity
         not specifically listed herein.

         Notwithstanding the foregoing, no trust department or other designated
         fiduciary or other trustee of such trust department of the Bank or a
         subsidiary of the Bank, or other similar fiduciary capacity of the Bank
         with direct voting control of the stock shall be included or
         considered. Further, no profit-sharing, employee stock ownership,
         employee stock purchase and savings, employee pension, or other
         employee benefit plan of the Bank or any of its subsidiaries, and no
         trustee of any such plan in its capacity as such trustee, shall be
         included or considered.

(c)      "Change-in-Control Account Value" shall equal the sum of (i) the Net
         Vested Account Value reasonably estimated as of the closing date of the
         Change in Control, and (ii) the present value, which shall in no event
         be less than zero, of the difference between (a) and (b) hereof,
         assuming a discount at the current long-term applicable federal rate,
         compounded monthly, for a period of 15 years.

                  (a) The future value determined by assuming that the Net
                  Vested Account Value determined in accordance with clause (i)
                  above appreciates for 15 years at a rate equal to 8%.

                  (b) The future value determined by assuming that the Net
                  Vested Account Value determined in accordance with clause (i)
                  above appreciates for 15 years at a rate equal to the current
                  long-term applicable federal rate (compounded monthly).

(d)      "Committee" means the members of the Executive Committee of the Board
         of Directors of the Bank who are not participants in this Plan.

(e)      "Common Stock" and/or "Shares" shall mean shares of common stock of 
         Mahoning National Bancorp, Inc.

(f)      "Election Form" shall mean the form attached hereto as Exhibit "A-1".

                                       2
<PAGE>   10


(g)      "Holding Company" means Mahoning National Bancorp, Inc., which owns all
         of the issued and outstanding shares of Bank.

(h)      "Net Vested Account Value" shall mean the Vested Account Value minus
         the aggregate of all distributions to the Participant pursuant to
         Article VII, Section (c).

(i)      "Permanent Disability" shall mean a situation in which the Executive is
         permanently physically or mentally unable to perform his customary
         and/or required duties at the Bank. The determination as to whether or
         not an Executive is permanently disabled shall be made by the
         Committee, and such determination shall be conclusive. Provided,
         however, if the Executive is disabled for purposes of the Bank's
         disability insurance plan, he shall be conclusively determined to be
         disabled under this Plan.

(j)      "Phantom Stock Account Value" means the number of Phantom Shares
         credited to a Participant's account multiplied by the average fair
         market value, over the 10 business days preceding the date of any
         valuation, of the Common Stock of Mahoning National Bancorp, Inc.
         Notwithstanding the foregoing, in the event of the sale or merger of
         the Holding Company, the sale or merger price of the Common Stock shall
         determine the Executive's Phantom Stock Account Value.

(k)      "Retirement" means a severance from the employment of the Bank under
         the Bank's qualified benefit plan as constituted at present or as may
         be amended hereafter.

(l)      "Salary" and/or "Pay" shall mean the Executive's annual base
         compensation, but does not include other compensation, including, but
         not limited to hospitalization, pension benefits, etc.

(m)      "Termination Date" means the date of Executive's severance from
         employment with the Bank by reason of death, disability, retirement,
         resignation, or otherwise.

(n)      "Vested Account Value" shall equal the Aggregate Phantom Stock Account
         Value multiplied by the applicable Vesting Percentage set forth in
         Schedule A attached hereto.

(o)      "Vesting Percentage" shall mean that percentage listed on Schedule A,
         which is attached hereto, which corresponds with the age of the
         Executive, at any given time. However, advances and or changes in the
         vesting schedule with respect to a change in the age of the Executive
         shall be made only on December 31 of each calendar year during which
         Executive attained the stated age.

                                       3

<PAGE>   11


                                   ARTICLE III

                                 ADMINISTRATION

(a)      The complete and sole administration of this Plan is the responsibility
         of those members of the Committee who are not Participants. No member
         of the Committee shall be liable for any act done or determination made
         in good faith.

(b)      The construction and interpretation by the Committee of any provisions
         of this Plan shall be final and conclusive. The Committee shall
         determine, from time to time, subject to the provisions of this Plan,
         the Executives who shall participate in the Plan (sometimes hereinafter
         called "Participants").

(c)      The Committee may, at its discretion, delegate its duties to the
         outside auditors of the Bank, but may not delegate its authority to
         apply or interpret the provisions of this Plan or to make
         determinations specified in Section (b) of this Article III.

                                   ARTICLE IV

                     ESTABLISHMENT OF PHANTOM STOCK ACCOUNT

         The Bank shall set up an appropriate record (hereinafter called the
"Phantom Stock Account") in the name of each Executive under the Plan, and shall
record all activities of this agreement in the respective Phantom Stock Accounts
of each Executive.

                                    ARTICLE V

                        CREDITS TO ACCOUNTS OF EXECUTIVES

(a)      As of December 31st of each year that the Executive is a full-time
         employee of the Bank, the Bank shall credit a number of Phantom Shares
         of the Holding Company to the account of each Executive. The number of
         Phantom Shares to be credited each year shall be determined by dividing
         the Bank's contribution by the fair market value of the Holding
         Company's Common Stock as of the date of crediting (December 31). The
         contribution by the Bank each year shall be a percentage of the
         Executive's salary as determined by the return on equity of the Bank
         for the year pursuant to a schedule to be established by the Committee
         no later than the close of the first quarter of that year.

         The ultimate computation of the number of Phantom Shares to be credited
         each year will be determined by interpolation for performance between
         the three levels established (i.e., threshold, target, and
         distinguished), and return on equity will be calculated after projected
         expense attributable to the incentive pay out. Determination of the
         number of Phantom Shares shall be solely by the Committee and shall be
         final and binding on all parties. Provided, however, if the ROE is
         below the threshold for the year, then no crediting based on a
         percentage of pay for the year shall be made.

                                       4
<PAGE>   12


(b)      So long as this Plan remains in effect, the Bank shall credit each
         Participant's account in the special ledger throughout the term of his
         employment with the Bank. Phantom Shares equivalent to dividends
         payable in cash or property paid from time to time on issued and
         outstanding shares of Common Stock, so that the amount of each such
         credit will be equivalent to dividends which the Participant would have
         received had he been the owner of the number of shares of Common Stock
         equal to the number of Phantom Shares in his account. No such credit
         shall be made with respect to any dividend paid after a Participant's
         termination of employment or after any date of termination of this
         Plan, even though the record date is prior thereto.

(c)      In the event of any stock dividend on the Common Stock or any split-up
         or combination of shares of the Common Stock, appropriate adjustments
         shall be made by the Committee in the aggregate number of Phantom
         Shares in the account of the Participant. However, the Committee shall
         not be required to establish any fractional Phantom Shares.

(d)      On or before January 31st of each year, the Bank shall provide to each
         Executive a detail of his Phantom Share Account as of December 31 of
         the previous year. This detail shall include the number of Phantom
         Shares in the Executive's account, and the Net Vested Account Value.

                                   ARTICLE VI

                                     VESTING

         So long as the Executive remains an employee of the Bank, he shall
continue to advance in the vesting schedule attached as Schedule A. Upon the
Executive's termination of employment with the Bank, he shall be permanently
vested according to the percentage given on Schedule A on the same line as his
age on the date of his termination of employment. Provided, however, if the
Executive, while in the employ of the Bank, dies or becomes permanently
disabled, he shall become permanently 100% vested. Moreover, if a Change in
Control shall occur while the Executive remains in the employ of the Bank, the
Executive shall also become permanently 100% vested.

                                   ARTICLE VII

                              PAYMENTS OF BENEFITS

(a)      Upon termination of any Participant's employment with the Bank, there
         shall be paid to him, or in the event of his death to his beneficiary
         or beneficiaries designated under Section (b) of this Article VII, an
         amount equal to the Net Vested Account Value of such Participant,
         determined in accordance with the valuation formula set forth in
         Article II, Section (j) as of the date of termination of employment of
         such Participant. Such amounts will be reduced by any amounts required
         by law to be withheld by the Bank. Such amounts with interest at the
         rate of eight percent (8%) per annum shall be distributed in the manner
         elected by the Executive on an Election Form accepted by the 

                                       5

<PAGE>   13

         Bank. The Executive may elect (1) to begin receiving distributions from
         his account on either the first day of the second month after
         termination of service with the Bank or the first day of second month
         of the calendar year immediately after termination of service with the
         Bank and (2) to receive his benefits in either a lump-sum or in
         substantially equal monthly installments over a period up to 15 years.

         In order to be effective with respect to the timing of distributions,
         the Executive's Election Form must be submitted to the Bank either more
         than one year before the date on which the Executive's service with the
         Bank terminates for any reason or within 30 days of the Plan's
         Effective Date. In the absence of a validly completed Election Form,
         the Executive's account shall be paid in 60 substantially equal monthly
         payments beginning on the first day of the second month after
         termination of service with the Bank.

(b)      Each person shall file an Election Form with the Bank's Employee
         Benefits Plan Administrator designating one or more beneficiaries to
         whom payments otherwise due the Executive shall be made in the event of
         his death while in the employ of the Bank or after termination
         therefrom. The beneficiary or beneficiaries so designated shall be one
         or more persons or entities, including a trust or estate, other than
         his creditors, or the creditors of his estate, or an entity in which
         any of the foregoing may have an interest. The Executive shall have the
         right to change the beneficiary or beneficiaries from time to time
         whether before or after termination of employment; provided, however,
         that any change shall not become effective until an Election Form is
         received by the Employee Benefits Plan Administrator.

         If the Executive dies before receiving all amounts payable of his Net
         Vested Account Value, then the remaining balance of the Executive's
         account shall be distributed in a lump sum to the Executive's
         designated beneficiary (or estate, in the absence of a validly named or
         living beneficiary) as soon as administratively practicable following
         the Executive's death; provided that the Executive may direct on an
         Election Form that any death benefits payable pursuant to this
         Agreement shall instead be distributed over a distribution period that
         effectuates the monthly installment payments selected by the Executive
         (with payments made as though the Executive survived to collect all
         payments, and terminated service on the date of his death if payments
         had not previously begun).

(c)      At the time of the college education of a child of an Executive, an
         amount of money equal to the actual expenses associated with such
         child's education may, upon application of the Executive, be disbursed
         for such purposes by the Committee, in the Committee's sole discretion,
         from the Net Vested Account Value of the Executive's Phantom Stock
         Account.

                                       6

<PAGE>   14


                                  ARTICLE VIII

                            RESTRICTIONS UPON FUNDING

(a)      The Bank shall have no obligation to set aside, earmark or entrust any
         fund or money with which to pay its obligations under this Agreement.
         The Executive, his beneficiaries or any successor in interest to him
         shall be and remain simply a general creditor of the Bank in the same
         manner as any other creditor having a general claim for matured and
         unpaid compensation.

(b)      Subject to subsection (d) hereof, the Bank reserves the absolute right
         in its sole discretion to either fund the obligations undertaken by
         this Agreement or to refrain from funding the same and to determine the
         extent, nature, and method of such funding. Should the Bank elect to
         fund this Agreement, in whole or in part, through the purchase of life
         insurance, mutual funds, disability policies or annuities, the Bank
         reserves the absolute right, in its sole discretion, to terminate such
         funding at any time, in whole or in part. At no time shall Executive be
         deemed to have any lien nor right, title or interest in or to any
         specific funding investment or to any assets of the Bank.

(c)      If Bank elects to invest in a life insurance, disability or annuity
         policy upon the life of Executive, then Executive shall assist the Bank
         by freely submitting to a physical exam and supplying such additional
         information necessary to obtain such insurance or annuities.

(d)      Not later than ten business days before the closing date of a Change in
         Control, the Bank shall --

         (i) deposit in a grantor trust (the "Trust") that is designed in
         accordance with Revenue Procedure 92-64 and has a trustee independent
         of the Bank and the Company an amount equal to the Change-in-Control
         Account Value, unless the Executive has previously provided a written
         release of any claims under this Agreement, and

         (ii) provide the trustee of the Trust with a written direction to hold
         said amount and any investment return thereon in a segregated account
         for the benefit of the Executive, and to follow the payment schedule to
         be provided by the Executive, based on this Agreement and the
         Executive's Election Form, as to the payment of amounts from the Trust.

         Upon the Trust's final payment of all amounts due under this Section
         (d) of Article VIII, the trustee of the Trust shall pay to the Bank the
         entire balance remaining in the segregated account maintained for the
         benefit of the Executive. The Executive shall thereafter have no
         further interest in the Trust.

                                       7

<PAGE>   15


                                   ARTICLE IX

                                  MISCELLANEOUS

(a)      Neither Executive, his widow nor any other beneficiary under this
         Agreement shall have any power or right to transfer, assign,
         anticipate, hypothecate, mortgage, commute, modify or otherwise
         encumber in advance any of the benefits payable hereunder, nor shall
         any of said benefits be subject to seizure for the payment of any
         debts, judgments, alimony or separate maintenance owed by the Executive
         or his beneficiary, nor be transferable by operation of law in the
         event of bankruptcy, insolvency or otherwise. In the event Executive or
         any beneficiary attempts assignment, commutation, hypothecation,
         transfer or disposal of the benefits hereunder, the Bank's liabilities
         shall forthwith cease and terminate. However, in such event, the
         Committee may, in its sole discretion, from time to time, make payments
         of amounts which would otherwise be due the Executive hereunder, to
         such Executive.

(b)      The Bank expressly agrees that it shall not merge or consolidate into
         or with another Bank or sell substantially all of its assets to another
         corporation, firm or person until such corporation, firm or person
         expressly agrees, in writing, to assume and discharge the duties and
         obligations of the Bank under this Agreement. This Agreement shall be
         binding upon the parties hereto, their successors, beneficiaries, heirs
         and personal representatives.

(c)      It is agreed by and between the parties hereto that, during the
         lifetime of the Executive, this Agreement may be amended or revoked at
         any time or times, in whole or in part, by the mutual written assent of
         the Executive and the Bank.

(d)      Whenever in this Agreement words are used in the masculine or neuter
         gender, they shall be read and construed as in the masculine, feminine
         or neuter gender, whenever they should so apply.

(e)      Nothing contained in this Agreement shall affect the right of the
         Executive to participate in or be covered by any qualified or
         non-qualified pension, profit sharing, group, bonus or other
         supplemental compensation or fringe benefit plan constituting a part of
         the Bank's existing or future compensation structure.

(f)      Headings and Subheadings in this Agreement are inserted for reference
         and convenience only and shall not be deemed a part of this Agreement.

(g)      The validity and interpretation of this Agreement shall be governed by 
         the laws of the State of Ohio.


                                       8

<PAGE>   16


                                    ARTICLE X

                                ERISA PROVISIONS

(a)      The "Named Fiduciary and Plan Administrator" of this Plan shall be the
         Bank's Employee Benefits Plan Administrator until his resignation or
         removal by the Committee. As named Fiduciary and Administrator, the
         Employee Benefits Plan Administrator shall be responsible for the
         management, control and administration of the Executive Phantom Stock
         Bonus Plan as established herein. He may delegate to others certain
         aspects of the management and operation responsibilities of the Plan
         including the employment of advisors and the delegation of ministerial
         duties to qualified individuals.

(b)      In the event that benefits under this Plan Agreement are not paid to
         the Executive (or to his beneficiary in the case of the Executive's
         death) and such claimants feel they are entitled to receive such
         benefits, then a written claim must be made to the Named Fiduciary and
         Plan Administrator named above within sixty (60) days from the date
         payments are refused. The Named Fiduciary and Plan Administrator and
         the Bank shall review the written claim and if the claim is denied, in
         whole or in part, they shall provide in writing within ninety (90) days
         of receipt of such claim their specific reasons for such denial,
         reference to the provisions of this Agreement upon which the denial is
         based and any additional material or information necessary to perfect
         the claim. Such written notice shall further indicate the additional
         steps to be taken by claimants for a further review of the claim denial
         if the Named Fiduciary and Plan Administrator fails to take any actions
         within the aforesaid ninety-day period.

         If claimants desire a second review, they shall notify the Named
         Fiduciary and Plan Administrator in writing within sixty (60) days of
         the first claim denial. Claimants may review the Plan Agreement or any
         documents relating thereto and submit any written issues and comments
         they may feel appropriate. In its sole discretion, the Named Fiduciary
         and Plan Administrator shall then review the second claim and provide a
         written decision within sixty (60) days of receipt of such claim. This
         decision shall likewise state the specific reasons for the decision,
         and shall include reference to specific provisions of the Plan
         Agreement upon which the decision is based.

         If claimants continue to dispute the benefit denial based upon
         completed performance of the Agreement or the meaning and effect of the
         terms and conditions thereof, then claimants may submit the dispute to
         a Board of Arbitration for final arbitration. Said Board shall consist
         of one member selected by the claimant, one member selected by the Bank
         and the third member selected by the first two members. The Board shall
         operate under any generally recognized set of arbitration rules. The
         parties hereto agree that they and their heirs, personal
         representatives, successors and assigns shall be bound by the decision
         of such Board with respect to any controversy properly submitted to it
         for determination.

                                       9
<PAGE>   17

                                   ARTICLE XI

             REIMBURSEMENT OF EXECUTIVE FOR ENFORCEMENT PROCEEDINGS

         In the event that any dispute arises between the Executive and the Bank
as to the terms or interpretation of this Agreement, whether instituted by
formal legal proceedings or otherwise, including any action that the Executive
takes to defend against any action taken by the Bank or the Company, the Bank
shall reimburse the Executive for all costs and expenses, including reasonable
attorneys' fees, arising from such dispute, proceedings or actions, provided
that the Executive obtains either a written settlement or a final judgement by a
court of competent jurisdiction substantially in his favor. Such reimbursement
shall be paid within ten days of Executive's furnishing to the Bank written
evidence, which may be in the form, among other things, of a cancelled check or
receipt, of any costs or expenses incurred by the Executive.

                                       10
<PAGE>   18


         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the originals thereof on the day and
year first hereinabove written.

ATTEST:                                        THE MAHONING NATIONAL BANK
                                               OF YOUNGSTOWN

    /s/ Richard E. Davies                          /s/ Daniel B. Roth
    ---------------------                      By -------------------------
Its SVP and Cashier                                Its duly authorized Director


WITNESS:


    /s/ Sandra L. Douglas                          /s/ Norman E. Benden, Jr.
    ---------------------                          -------------------------
                                                   Norman E. Benden, Jr.

                                       11
<PAGE>   19


                                                                    SCHEDULE "A"

                    THE MAHONING NATIONAL BANK OF YOUNGSTOWN
                       EXECUTIVE PHANTOM STOCK BONUS PLAN


                   Vesting Schedule for Norman E. Benden, Jr.

<TABLE>
<CAPTION>

---------------------------------------- ------------------------------------- -------------------------------------
 Age on 12/31 Preceding Termination of              Retirement &                         Death, Permanent
              Employment                             Termination                            Disability
                                                   Vesting Schedule                    or Change in Control
---------------------------------------- ------------------------------------- -------------------------------------
 <S>                                              <C>                                   <C> 
                  35                                     4.8%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  36                                     9.6%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  37                                    14.4%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  38                                    19.2%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  39                                    24.0%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  40                                    28.8%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  41                                    33.6%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  42                                    38.4%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  43                                    43.2%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  44                                    48.0%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  45                                    52.8%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  46                                    57.6%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  47                                    62.4%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  48                                    67.2%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  49                                     72%                                   100%
---------------------------------------- ------------------------------------- -------------------------------------
                  50                                    76.8%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  51                                    81.6%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  52                                    86.4%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  53                                    91.2%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------
                  54                                     96%                                   100%
---------------------------------------- ------------------------------------- -------------------------------------
              55 and over                                100%                                  100%
---------------------------------------- ------------------------------------- -------------------------------------


</TABLE>

<PAGE>   20

                                                                   EXHIBIT "A-1"


                    THE MAHONING NATIONAL BANK OF YOUNGSTOWN
                       EXECUTIVE PHANTOM STOCK BONUS PLAN
                         -------------------------------

                                  ELECTION FORM
                         -------------------------------


         AGREEMENT, made this ____ day of ________, 19__, by and between the
undersigned executive (the "Executive") and The Mahoning National Bank of
Youngstown (the "Bank") with respect to distribution of the benefits pursuant to
The Mahoning National Bank of Youngstown Executive Phantom Stock Bonus Plan (the
"Plan") entered into by the parties on September 15, 1997.

         NOW THEREFORE, it is mutually agreed as follows:

         1. FORM OF PAYMENT. The Executive elects to have his account
            distributed as follows:

            ____  in one lump sum payment.

            ____  in substantially equal monthly payments over a period 
                  of _____ years (no more than 15).

         The Executive must make this election either at least one year before
terminating his service with the Bank or by October 15, 1997 in order for it to
be valid and supersede a prior election.

         2. The Executive elects to have distributions from his account begin:

            ____  on the first day of the second month immediately
                  following the date in which the Executive ceases
                  service with the Bank.

            ____  on the first day of the second month of the calendar
                  year immediately following the year in which the
                  Executive ceases service with the Bank.

         3. In the event of the Executive's death, his account shall be
            distributed:

            ____  in one lump sum payment.

            ____  in accordance with the payment schedule selected in
                  paragraph 1 hereof (with payments made as though the
                  Executive survived to collect all benefits, and as
                  though the Executive terminated service on the date
                  of his death, if payments had not already begun).


<PAGE>   21


Election Form
Page 2

         4. PRIMARY BENEFICIARY. The Executive hereby designates the person(s)
named below to be his primary beneficiary and to receive any distributions that
become payable, after the Executive's death, under the Plan:

<TABLE>
<CAPTION>
           <S>                            <C>                                   <C>    
           ============================== ===================================== ===========================
                      Name of                      Mailing Address                    Percentage of
                Primary Beneficiary                                                   Death Benefit
           ------------------------------ ------------------------------------- ---------------------------
                                                                                                %
           ------------------------------ ------------------------------------- ---------------------------
                                                                                                %
           ============================== ===================================== ===========================
</TABLE>

         5. CONTINGENT BENEFICIARY. In the event that the primary beneficiary or
beneficiaries named above are not living at the time any distributions become
payable to them under the Plan, the Executive hereby designates the following
person(s) to be his contingent beneficiary:

<TABLE>
<CAPTION>
           <S>                            <C>                                   <C>    
           ============================== ===================================== ===========================
                      Name of                       Mailing Address                   Percentage of
               Contingent Beneficiary                                                 Death Benefit
           ------------------------------ ------------------------------------- ---------------------------
                                                                                                %
           ------------------------------ ------------------------------------- ---------------------------
                                                                                                %
           ============================== ===================================== ===========================
</TABLE>

         6. EFFECT OF ELECTION. The elections made in paragraph 1 hereof shall
become IRREVOCABLE one year prior to the Executive's termination of service. The
Executive may, by submitting an effective superseding Election Form at any time
and from time to time, prospectively change the beneficiary designation and the
manner of payment to a beneficiary. Such elections shall, however, become
irrevocable upon the Executive's death.

         7. MUTUAL COMMITMENTS. The Bank agrees to make payment of all amounts
due the Executive in accordance with the terms of the Plan regarding the
elections made by the Executive herein. The Executive agrees to be bound by the
terms of the Plan, as in effect on the date hereof or properly amended
hereafter.


<PAGE>   22

Election Form
Page 3

         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the originals thereof on the day and
year first hereinabove written.

ATTEST:                                     THE MAHONING NATIONAL BANK
                                            OF YOUNGSTOWN

                                             By
-------------------                             ---------------------------
Its SVP and Cashier                             Its duly authorized Director

WITNESS:


-------------------                        -------------------------------------
                                                      Executive