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                                   EXHIBIT 10

                            THE CROGHAN COLONIAL BANK
                    STEVEN C. FUTRELL - EMPLOYMENT AGREEMENT
                       DATED AND EFFECTIVE APRIL 16, 2004

      THIS EMPLOYMENT AGREEMENT, dated and effective as of April 16, 2004 (the
"Agreement"), is made by and between The Croghan Colonial Bank (the "Bank"), and
Steven C. Futrell (the "Executive").

      WHEREAS, the parties previously entered into an Employment Agreement dated
and effective as of April 16, 2001; and

      WHEREAS, the parties wish to amend and extend the Agreement on the terms
and conditions herein provided;

      NOW THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:

Section 1. Certain Definitions.

      a.    "Annual Base Salary" shall have the meaning set forth in Subsection
            5 (a).

      b.    "Board" shall mean the Board of Directors of the Bank or any
            Committee thereof duly created or authorized by the Board to act in
            its behalf.

      c.    The Bank shall have "Cause", in the discretion of the Board of
            Directors, to terminate the Executive's employment hereunder upon
            Executive's

            i.    willful and material failure to perform his duties hereunder,
                  other than any such failure resulting from the Executive's
                  Disability, as determined by the Board;

            ii.   conviction of a felony or a crime involving moral turpitude;
                  or

            iii.  fraud or personal dishonesty.

      d.    "Bank" shall have the meaning set forth in the preamble hereto.

      e.    "Corporate Transaction" shall mean any of the following events:

            i.    a merger or consolidation of the Bank with a theretofore
                  unaffiliated entity in which the stockholders of the Bank
                  receive cash, securities and/or other marketable property in
                  exchange for their voting stock;

            ii.   the sale, transfer, exchange or other disposition of all or
                  substantially all of the assets of the Bank;

      f.    "Date of Termination" shall mean:

            i.    if the Executive's employment is terminated by his death, the
                  date of his death, or

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            ii.   if the Executive's employment is terminated pursuant to any
                  other provision of Subsection 6(a), the date specified in the
                  Notice of Termination.

      g.    "Disability" shall mean the absence of the Executive from the
            Executive's duties to the Bank on a full-time basis for a total of
            six (6) months during any twelve (12) month period as a result of
            incapacity due to any injury or to mental or physical illness which
            is determined to be reasonably likely to extend beyond the
            completion of the Term by a physician selected by the Bank and
            acceptable to the Executive or the Executive's legal representative
            (such agreement as to acceptability not to be withheld
            unreasonably).

      h.    "Effective Date" shall mean the date first set forth in the preamble
            hereto.

      i.    "Executive" shall have the meaning set forth in the preamble hereto.

      j.    The Executive shall have "Good Reason" to terminate his employment
            in the event the Bank fails to make any payment or provide any
            benefit hereunder or commits a material breach of this Agreement and
            does not cure such failure or breach after notice and a reasonable
            opportunity to cure.

      k.    "Notice of Termination" shall have the meaning set forth in
            Subsection 6(b).

      l.    "Severance Period" shall have the meaning set forth in Subsection
            7(a)(i) or 7(a)(ii).

      m.    "Term" shall have the meaning set forth in Subsection 2.

Section 2. Employment.

      The Bank shall employ the Executive and the Executive shall work in the
employ of the Bank for the period set forth in this Section 2, in the position
or positions set forth in Section 3, and upon the other terms and conditions
herein provided. The term of this Agreement shall be a period of three years
from the effective date hereof. The parties agree to confer, in good faith, six
months prior to the termination of this agreement on any extension or
renegotiation. If the time period specified in this agreement should expire
before any written extension or renegotiation is completed, both parties agree
that the terms and conditions of this agreement shall remain in full force and
effect until a new agreement between the parties is reached, a written extension
of this agreement is signed by the parties or either party gives notice of its
intention not to extend this agreement or enter into a new agreement. The
parties agree that the purpose of this section is to provide continuity of the
rights and obligations of both parties in the event a new agreement or extension
of this agreement is not completed by expiration date of the current agreement.
This section is not meant to create and does not create a guarantee of
employment to Executive.

Section 3. Position and Duties.

      a.    The Executive shall serve as the President/CEO of the Bank. In such
            capacity, the Executive shall have such customary responsibilities,
            duties, and authority as may from time to time be assigned by the
            Board. The Executive shall devote substantially all his working time
            and efforts to the business and affairs of the Bank. The Executive
            shall not be required to perform any of his duties in a manner
            inconsistent with applicable law or the Bank's Code of Ethics and
            Standards of Conduct. Except as modified herein, Executive's
            employment shall be subject to all rules and regulations applicable
            to employees of the Bank as those rules and regulations may be
            altered or amended from

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            time to time. The Executive will be evaluated on his performance
            annually by a committee of the Bank's Board of Directors.

      b.    If elected or appointed thereto, and only for the duration of such
            elected term or appointment, Executive shall, in addition to the
            position(s) set forth in Subsection 3(a) above, serve as a director
            of the Bank and/or any of its subsidiaries, and/or in one or more
            executive offices of any other subsidiaries of the Bank.

Section 4. Place of Performance.

      In connection with his employment during the Term, the Executive shall be
based in Fremont, Ohio.

Section 5. Compensation and Related Matters.

      a.    Annual Base Salary. During employment, the Executive shall receive
            an Annual Base Salary which (i) is currently in the amount specified
            in Exhibit B attached hereto and (ii) will follow the salary
            administration program currently in effect for all bank employees.

      b.    Benefits. The Executive shall be entitled to participate in the
            employee benefit plans, programs, and arrangements of the Bank now
            or hereafter in effect which are applicable to the senior officers
            of the Bank, subject to and on a basis consistent with the terms,
            conditions, and overall administration thereof, including but not
            limited to those benefits specified in Exhibits A and B attached
            hereto.

      c.    Expenses. The Bank shall reimburse the Executive for all reasonable
            travel and other business expenses incurred by him in the
            performance of his duties to the Bank, in accordance with the Bank's
            expense reimbursement policy.

Section 6. Termination.

      The Executive's employment hereunder may be terminated by the Bank or the
Executive, as applicable, without any breach of this Agreement only under the
following circumstances:

      a.    i.    Death. The Executive's employment hereunder shall terminate
                  upon his death.

            ii.   Disability. If the Bank determines in good faith that the
                  Executive has incurred a Disability, the Bank may give the
                  Executive written notice of its intention to terminate the
                  Executive's employment. In such event, the Executive's
                  employment with the Bank shall terminate effective on the 30th
                  day after receipt of such notice by the Executive, provided
                  that within 30 days after such receipt, the Executive shall
                  not have returned to full-time performance of his duties. The
                  Executive shall continue to receive his Annual Base Salary
                  until the Date of Termination.

            iii.  Cause. The Bank may terminate the Executive's employment
                  hereunder for Cause.

            iv.   Good Reason. The Executive may terminate his employment for
                  Good Reason.

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            v.    Without Cause. The Bank may terminate the Executive's
                  employment hereunder without Cause. If there is a "Corporate
                  Transaction" as defined in this agreement and the acquiring
                  entity terminates Executive's employment, such termination
                  shall be construed as termination Without Cause.

            vi.   Resignation without Good Reason. The Executive may resign his
                  employment without Good Reason upon sixty (60) days prior
                  written notice to the Bank. Any retirement by Executive after
                  age 55 and upon sixty (60) days prior written notice shall be
                  considered Resignation without Good Reason hereunder.

      b.    Notice of Termination. Any termination of the Executive's employment
            by the Bank or by the Executive under this Section 6, other than
            termination pursuant to Subsection 6(a)(i), shall be communicated by
            written notice to the other party hereto indicating the specific
            termination provision in this Agreement relied upon, setting forth
            in reasonable detail the facts and circumstances claimed to provide
            a basis for termination of the Executive's employment under the
            provision so indicated, and specifying a Date of Termination which,
            except in the case of termination for Cause, shall be at least
            fourteen days following the date of such notice (a "Notice of
            Termination").

Section 7. Severance Payments.

      a.    Termination Without Cause or for Good Reason. If the Executive's
            employment shall terminate Without Cause pursuant to Subsection
            6(a)(v) above, or for Good Reason pursuant to Section 6(a)(iv)
            above, the Bank shall:

            i.    pay to the Executive, following the Date of Termination, a
                  severance amount equal to the Annual Base Salary that the
                  Executive would have been entitled to receive for a period of
                  two years had he continued his employment hereunder. The
                  Severance Period under this condition shall be two years. The
                  severance amount shall be paid, at the Executive's election,
                  either in a lump sum within 30 days following the Date of
                  Termination or over the duration of the Severance Period in
                  accordance with the Bank's regular payroll practice for
                  salaried employees.

            ii.   if Executive's employment terminates due to a Corporate
                  Transaction as described in Subsection 1(e)(i) and/or (ii) and
                  under the conditions described in Subsection 6(a)(v), then,
                  notwithstanding the severance benefit set forth in Section
                  7(a)(i) and in lieu of that severance benefit, pay to
                  Executive, following the Date of Termination, a severance
                  amount equal to the Annual Base Salary that the Executive
                  would have been entitled to receive for a period of three
                  years had he continued his employment hereunder. The Severance
                  Period under this condition shall be three years. The
                  severance amount shall be paid, at the Executive's election,
                  either in a lump sum within 30 days following the Date of
                  Termination or over the duration of the Severance Period in
                  accordance with the Bank's regular payroll practice for
                  salaried employees.

            iii.  continue, for the remainder of the Severance Period,
                  Executive's coverage under all Bank welfare benefit plans and
                  programs in which the Executive was entitled to participate
                  immediately prior to the Date of Termination, at the same
                  premium cost, and at the same coverage level, as in effect
                  immediately preceding the Date of Termination. However, in the
                  event the premium cost shall change for all

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                  employees of the Bank, or for management employees with
                  respect to supplemental benefits, the cost shall change for
                  Executive in a corresponding manner.

            The payments required by Subsections 7(a)(i), 7(a)(ii) and 7(a)(iii)
            above shall be in lieu of any payments to which Executive would
            otherwise be entitled under the Bank's general severance policy
            pertaining to reductions in force. In the event that Severance
            Payments result from a Corporate Transaction, the Bank shall
            require, as part of the Corporate Transaction, that the entity with
            which the Bank engages in the Corporate Transaction, assumes all
            liability for the Severance Payments to be made to the Executive.

      b.    401k Profit Sharing Plan. In the event that Executive's employment
            is terminated under the circumstances contemplated by Subsection
            7(a) above, the Bank shall, under this Agreement make such payments
            at such times and in such amounts as necessary to produce the same
            chronological sequence and amount of payments which Executive would
            have been eligible in the context of such termination to receive
            under the Bank's 401k Profit Sharing Plan (the "Plan"), including
            calculation of credited service for vesting purposes to include both
            actual credited service and the Severance Period. Payments under
            Section 7(b) shall be in addition to any payments made to Executive
            under Section 7(a)(i), 7(a)(ii), and/or 7(a)(iii).

      c.    Tax Indemnification. With respect to any payment(s) made to
            Executive under this Section 7 or otherwise and any accelerated
            vesting and/or exercise of stock options under any stock option
            plan, and only in the event that any thereof result in the assertion
            by the Internal Revenue Service ("IRS") that Executive is liable
            under Section 280G and/or 4999 of the Internal Revenue Code of 1986,
            as amended (the "Code") for the payment of an excise tax on so
            called "excess parachute payments" under such Code sections, or for
            any other tax or imposition, however denominated, and whether
            federal, state, or local, in addition to or excess of ordinary
            income tax rates (any such tax being hereinafter referred to as an
            "EPP Tax"), then the Bank shall indemnify and hold harmless
            Executive from and against any such demand or assertion from the IRS
            or any other taxing authority, by (i) paying to Executive an amount
            sufficient to cover both such asserted EPP Tax and any income or
            other tax payable by Executive on or on account of receiving such
            indemnification payment, and/or (ii) at the Bank's sole election,
            contesting, at the Bank's expense and with counsel and/or other
            advisors of the Bank's choosing, the applicability or amount of such
            EPP Tax with the IRS or other taxing authority, in which event
            Executive shall cooperate as reasonably requested by the Bank in any
            such proceeding. The Bank, shall, in the event it is unsuccessful in
            any challenge as to the applicability of or the amount of any tax
            imposed under this section, pay the entire tax due as agreed under
            this section.

      d.    Survival. The expiration or termination of the Term of Employment
            shall not impair the rights or obligations of any party hereto which
            shall have accrued hereunder prior to such expiration.

Section 8. Competition.

      a.    Executive shall not, at any time during the Term, and, if
            Executive's employment is terminated by the Executive not for Good
            Reason, or by the Bank for Cause, then during the twenty-four (24)
            month period following such Date of Termination, without the

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            prior written consent of the Board, directly or indirectly engage
            in, or have any interest in or manage or operate any Bank or
            Financial Institution located within a 50 mile radius of Fremont,
            Ohio, whether such engagement occurs in the capacity of a director,
            officer, employee, agent, representative, partner, security holder,
            consultant, or otherwise or solicit any customer or employee of the
            Bank for any purpose; provided, however, that Executive shall be
            permitted to acquire a stock interest in such a corporation provided
            such stock is publicly traded and the stock so acquired is not more
            than one percent of the outstanding shares of such corporation.

      b.    In the event that the provisions of Subsection 8(a) shall be
            determined by any court of competent jurisdiction to be
            unenforceable by reason of its extending for too great a period of
            time or over too great a geographical area or by reason of its being
            too extensive in any other respect, then such provisions shall be
            interpreted to extend only over the maximum period of time for which
            it may be enforceable, and/or over the maximum geographical area as
            to which it may be enforceable, and/or to the maximum extent in all
            other respects as to which it may be enforceable, all as determined
            by such court in such action.

Section 9. Nondisclosure of Proprietary Information.

      a.    Except as required in the faithful performance of the Executive's
            duties hereunder or pursuant to Subsection 9(c) below, Executive
            shall, in perpetuity, maintain in confidence and shall not directly
            or indirectly use, disseminate, disclose, or publish, or use for his
            benefit or the benefit of any person, firm, corporation, or other
            entity any confidential or proprietary information or trade secrets
            of or relating to the Bank, including, without limitation,
            information with respect to the Bank's operations, processes,
            products, inventions, business practices, finances, principals,
            vendors, suppliers, customers, potential customers, marketing
            methods, costs, prices, contractual relationships, regulatory sums,
            compensation paid to employees or other terms of employment, or
            deliver to any person, firm, corporation or other entity any
            document, record, notebook, computer program, or similar repository
            of or containing any such confidential or proprietary information or
            trade secrets. The parties hereby stipulate and agree that as
            between them the foregoing matters are important, material,
            confidential, and proprietary information and trade secrets and
            affect the successful conduct of the business of the Bank.

      b.    Upon termination of Executive's employment with Bank for any reason,
            the Executive shall promptly deliver to the Bank all correspondence,
            drawings, manuals, letters, notes, notebooks, reports, programs,
            plans, proposals, financial documents, or any other documents which
            either concern the Bank's customers, business plans, marketing
            strategies, products, or processes, or which contain proprietary
            information or trade secrets of the Bank.

      c.    Executive may respond to a lawful and valid subpoena or other legal
            process seeking any of the information or material referred to in
            Subsection 9(a) or 9(b) above, but shall give the Bank the earliest
            possible notice thereof, and shall, as much in advance of the return
            date as possible, make available to the Bank and its counsel the
            documents and other information sought and shall assist such counsel
            in resisting or otherwise responding to such process.

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Section 10. Injunctive Relief.

      The Executive recognizes and acknowledges that a breach of the covenants
contained in Sections 8 and 9 would cause irreparable damage to Bank and its
goodwill, the exact amount of which would be difficult or impossible to
ascertain, and that the remedies at law for any such breach would be inadequate.
Accordingly, Executive agrees that in the event of a breach of any of the
covenants contained in Sections 8 and 9, in addition to any other remedy which
may be available at law or in equity, the Bank shall be entitled to specific
performance and injunctive relief.

Section 11. Successors and Assigns.

      This Agreement shall be binding upon and inure to the benefit of the Bank,
the Executive, and their respective successors, assigns, personnel and legal
representatives, executors, administrators, heirs, distributees, devisees, and
legatees, as applicable, provided however that Executive acknowledges that this
Agreement is a personal services contract and is therefore not assignable by
Executive.

Section 12. Governing Law.

      This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the laws of the State of Ohio.

Section 13. Validity.

      The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

Section 14. Notices.

      Any notice, request, claim, demand, document, or other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telex, telecopy, or
certified or registered mail, postage prepaid, as follows:

      a.    If to the Bank,

            Allan E. Mehlow, Vice President
            The Croghan Colonial Bank
            323 Croghan Street
            Fremont, OH  43420

      b.    If to the Executive, to him at the address set forth below under his
            signature on the last page of this Agreement; or to any other
            address as any party shall have specified for itself by notice in
            writing to the other parties.

Section 15. Counterparts.

      This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same Agreement, which shall be sufficiently evidenced by any one of such
original counterparts.

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Section 16. Scope of Agreement.

      The terms of this Agreement are intended by the parties to constitute the
final expression of their agreement with respect to the employment of the
Executive by the Bank and may not be contradicted by evidence of any prior or
contemporaneous agreement. The parties further intend that this Agreement shall
constitute the complete and exclusive statement of its terms and that no
extrinsic evidence whatsoever may be introduced in any judicial, administrative,
or other legal proceeding to vary the terms of this Agreement.

Section 17. Amendments and Waivers.

      This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and by a member of the Board
acting under the express authority of the Board. No right or power under this
Agreement, including but not limited to any right of termination by either party
under Section 6, shall be waived except by an instrument in writing, signed by
the party whose right or power is thereby being waived. No such waiver shall
operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or
power hereunder shall preclude any other or further exercise of such or any
other right, remedy, or power provided herein or by law or in equity.

Section 18. No Inconsistent Actions.

      The parties hereto shall not voluntarily undertake or fail to undertake
any action or course of action inconsistent with the provisions or essential
intent of this Agreement. Furthermore, it is the intent of the parties hereto to
act in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.

Section 19. Arbitration.

      Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators in accordance with the rules of the American Arbitration
Association then in effect. The arbitration shall be held at a location mutually
agreed to by the parties. If no agreement can be reached, then the arbitration
shall be held in Toledo, Ohio at a location designated by the arbitration
chairperson. The Bank shall be entitled to pick one arbitrator and Executive
shall pick an arbitrator. The two arbitrators so chosen shall submit names for a
third arbitrator to Bank and Executive. The third arbitrator chosen shall serve
as chairperson. Following the selection of arbitrators, a time for arbitration
mutually convenient to all parties shall be chosen. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided however, that
the Bank shall be entitled to seek a restraining order or injunction in any
court of competent jurisdiction to prevent any continuation of any violation of
the provisions of Sections 8 or 9 of this Agreement and the Executive hereby
consents that such restraining order or injunction may be granted without the
necessity of the Bank's posting any bond; and provided further that the
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement. The fees and expenses of the
arbitrators shall be borne by the Bank.

Section 20. Exhibits

      Exhibit A (Officer Position) and Exhibit A (Steven C. Futrell, Additional
Items Regarding Potential Employment) attached to the parties' Employment
Agreement dated and effective as of April 16, 2001 are attached hereto and
incorporated herein by reference except as amended in

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Exhibit B attached hereto.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.

BANK                                               EXECUTIVE
----                                               ---------

By: /s/  Al Mehlow                           /s/ Steven C. Futrell

Name: Al Mehlow                              Address: 297 Greenbriar Cir.

Title: Vice President                        Fremont, Ohio 43420

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                                    EXHIBIT A
                 TO THE STEVEN C. FUTRELL - EMPLOYMENT AGREEMENT
                       DATED AND EFFECTIVE APRIL 16, 2004

Benefits Package

1.    Medical coverage

            -     30 days eligibility

            -     Coverage is effective 1st of the month following 30 day
                  eligibility

            -     Deductible is $250 for single coverage/$500 for 2 party and
                  family coverage

            -     Employee cost sharing per month: $20.00 for single; $40.00 for
                  2 party; $80 for family coverage

            -     Plan includes mail order prescription program ($15 for generic
                  drugs and $30 for brand name drugs for 90 day supply)

2.    Dental coverage

            -     30 days eligibility

            -     Coverage is effective 1st of the month following 30 day
                  eligibility

            -     Deductible is $50 per person

            -     Employee cost sharing per month: $5.00 for single; $10.00 for
                  2 party; $15.00 for family coverage

            -     Plan includes 2 free cleanings per year and 1 set of x-rays

3.    Life Insurance

      A.    Sun Life insurance

            -     30 day eligibility

            -     Coverage is effective 1st of the month following 30 day
                  eligibility

            -     Amount of coverage is 2x annual salary rounded to nearest
                  $1,000

            -     Bank pays premium

      B.    Provident Life insurance (optional)

            -     Eligibility 1 year of service by January 1

            -     Bank pays 1/2 employee premium after 5 years of service

            -     Amount of coverage is up to 1x annual salary

4.    Group Accidental Death & Dismemberment Insurance (optional)

            -     30 days eligibility

            -     Amount of benefit is decided by employee (ex. $.38 per month
                  for $10,000 of coverage)

            -     Employee pays entire premium

5.    Profit Sharing 401(k) Plan

            -     Eligibility is 1 year of service; 21 years of age; 1000 hours
                  worked

            -     Plan entry dates are January 1 and July 1

            -     Employee has option to defer up to 12% of pay into plan

            -     Plan will match 50% of deferral (for up to 6% of annual pay)

            -     Full vesting at 7 years of service (on scale before that)

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6.    Salary Continuation

            -     Eligibility is 90 days of service

            -     Full salary first 90 days of disability

            -     Long Term Disability - eligibility is 1 year of service, plan
                  pays 66 2/3% of salary after 90 days of disability

            -     Bank pays premium

7.    Employee Assistance Program

            -     Effective date of hire

            -     Includes 3 free visits for employee and family per year

8.    Vacation

            -     The Executive is entitled to 3 weeks vacation in 2001 as
                  follows: up to 1 week after 30 days from date of hire and the
                  remaining time after 60 days from date of hire

            -     4 weeks vacation in 2002 and after

9.    Probation Period

            -     6 months (written review after 3 months and 6 months)

            -     Maintain written record of time at work for 3 months

            -     No sick pay until after 3 months

10.   Miscellaneous

            -     Bank provides 2 blazers

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              Additional Items Regarding Potential Employment with
                            The Croghan Colonial Bank
                                  Fremont, Ohio

                           All Items Subject to Review

Base Annual Salary:       $ 145,000

Incentive Bonus Program:  To be developed by Executive and Board for
                          implementation in 2002

Stock Option Program:     To be developed by Executive and Board

Moving Expenses:          *  Actual cost if Woleslagel Moving Company, Fremont,
                             Ohio is engaged.
                          *  Actual cost with a maximum of $6,500.00 if another
                             mover is engaged.
                          *  Moving company invoice to be presented.

Temporary Housing:        Bank agrees to provide for arrangements for temporary
                          housing at a reasonable rental figure in Fremont, OH
                          for Executive for a maximum six (6) month period
                          beginning with the date of hire. Temporary housing
                          arrangement to expire 30 days after the successful
                          sale of current residence in Dayton, OH.

Relocation Cost:          If Executive, after a four (4) month period conducting
                          a good faith effort at a market price, is unable to
                          sell his current residence, bank agrees to engage a
                          relocation company to assist in finalizing the move
                          from Dayton to Fremont.

Travel Expense:           Bank agrees to re-imburse Executive for one round trip
                          per week from Fremont to Dayton to Fremont beginning
                          with the date of hire and ending 30 days after sale of
                          the current residence.

Country Club:             Bank agrees to bonus the membership cost to Executive
                          for annual dues and initiation fee at the Fremont
                          Country Club. (Purchase of stock certificate is at
                          Executive's expense)

Service Club:             Bank agrees to pay membership fees and related
                          expenses for a Service Club (i.e. Rotary, Kiwanis,
                          Lions, Exchange).

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                                    EXHIBIT B
                 TO THE STEVEN C. FUTRELL - EMPLOYMENT AGREEMENT
                       DATED AND EFFECTIVE APRIL 16, 2004

      All terms and conditions of Exhibit A (Officer Position) and Exhibit A
(Steven C. Futrell - Additional Items Regarding Potential Employment) attached
to the parties' original Employment Agreement dated and effective as of April
16, 2001 are hereby incorporated into the Employment Agreement of the parties
dated and effective as of April 16, 2004 except as amended herein:

Exhibit A (Officer Position) is hereby amended as follows:

1.    Medical Coverage - applies based on current plan.

2.    Dental Coverage - applies based on current plan.

3.    Life Insurance - applies based on current plan.

4.    Group Accidental Death & Dismemberment Insurance (Optional) - currently
      not covered under this plan.

5.    Profit Sharing 401(k) Plan - applies based on current program.

6.    Salary Continuation - applies based on current policy.

7.    Employee Assistance Program - applies based on current program.

8.    Vacation - applies based on current policy.

9.    Probation Period - not applicable

10.   Miscellaneous - not applicable

In addition:

11.   Vision Insurance - applies based on current plan, which became effective
      January 2002.

12.   Long Term Disability - applies based on current plan.

13.   Bank Owned Life Insurance - applies based on current program.

Exhibit A (Steven C. Futrell - Additional Items Regarding Potential Employment)
is amended as follows:

1.    Base annual salary: $170,000.00 effective January 1, 2004.

2.    Incentive Bonus Program: applies based on Performance Compensation for
      STAKEHOLDERS program.

3.    Stock Option Program: To be developed by Executive and Board

4.    Moving Expenses: not applicable

5.    Temporary Housing: not applicable

6.    Relocation Cost: not applicable

7.    Travel Expense: not applicable

8.    Country Club: still applies

9.    Service Club: still applies

                                       31