EMPLOYMENT AGREEMENT
                                       FOR
                              OHIO CENTRAL SAVINGS

     This Agreement  that was originally  effective as of the 31st day of March,
2005   ("Commencement   Date")  by  and  between  Ohio   Central   Savings  (the
"Association"),  a  federally  chartered  stock  savings  association,  with its
principal administrative office at 6033 Perimeter Drive, Dublin, Ohio 43017, and
Diane M. Gregg (the "Executive") is hereby amended and restated  effective as of
August 24,  2007 as provided  herein.  Reference  to the  Company  shall mean OC
Financial,  Inc., a Maryland  corporation  that owns 100% of the common stock of
the Association. The Company shall be a signatory to this Agreement for the sole
purpose of  guaranteeing  the  Association's  performance  hereunder,  except as
otherwise provided herein.

     WHEREAS,  the  Executive is currently  employed as the  President and Chief
Executive Officer of the Association; and

     WHEREAS, the Association desires to assure itself of the continued services
of Executive pursuant to the terms of this Agreement; and

     WHEREAS,  Section  409A of the Internal  Revenue  Code of 1986,  as amended
("Code")  provides that certain severance and other payments to Executive herein
are  deemed  to be  deferred  compensation  that must  comply  with its terms or
subject Executive to additional taxes and penalties; and

     WHEREAS,  the  Executive  and the  Association  desire  to enter  into this
Agreement to replace the  Employment  Agreement,  dated March 31,  2005,  and to
comply with the tax law changes under Code Section 409A.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   POSITION AND RESPONSIBILITIES

     During the period of her employment hereunder, Executive agrees to serve as
President  and  Chief  Executive  Officer  of the  Association  (the  "Executive
Position").  During said period,  Executive also agrees to serve, if elected, as
an officer and  director of any  subsidiary  or  affiliate  of the  Association.
Failure to reelect  Executive as President and Chief  Executive  Officer without
the consent of the Executive  during the term of this Agreement shall constitute
a breach of this Agreement.

2.   TERMS AND DUTIES

     (a) The period of Executive's  employment  under this Agreement shall begin
as of the Commencement Date and shall continue for thirty-six (36) full calendar
months thereafter, subject to earlier termination as provided herein. Commencing
on August 24,  2008 and  continuing  on August 24 of each year  thereafter  (the
"Anniversary Date"), this Agreement shall renew for an additional year such that
the remaining term shall be three (3) years unless written notice of non-renewal
("Non-Renewal  Notice") is provided to Executive at least ninety (90) days prior
to any such Anniversary  Date, that this Agreement shall terminate at the end of
thirty-six (36) months  following such  Anniversary  Date.  Prior to each notice
period for non-renewal,  the disinterested  members of the Board of Directors of
the Association  ("Board") will conduct a comprehensive  performance  evaluation
and review of the  Executive for purposes of  determining  whether to extend the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's  meeting.  Reference herein to the term of this Agreement shall refer to
both such initial term and such extended terms.

<PAGE>

     (b) During the period of her  employment  hereunder,  except for periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable
leaves of absence,  Executive  shall  faithfully  perform  her duties  hereunder
including  activities and services  related to the  organization,  operation and
management of the Association.  The Executive shall report and be responsible to
the Board of Directors of the Association.

     (c) Upon the Commencement  Date, the existing  employment  agreement by and
between the Executive and the  Association  dated March 31, 2005 shall terminate
with no obligations  thereunder to the Executive on the part of the  Association
except for salary and benefits accrued and unpaid as of the Commencement Date.

3.   COMPENSATION AND REIMBURSEMENT

     (a) The  compensation  specified under this Agreement shall  constitute the
salary  and  benefits  paid  for the  duties  described  in  Section  2(b).  The
Association  shall  pay  Executive  as  compensation  a salary  of not less than
$117,163.69  per year  ("Base  Salary").  Such  Base  Salary  shall  be  payable
bi-weekly. During the period of this Agreement, Executive's Base Salary shall be
reviewed  at least  annually;  the first such  review will be made no later than
January 31 of each year during the term of this Agreement and shall be effective
from the first day of said month  through  the end of the  calendar  year.  Such
review  shall be  conducted  by a  Committee  designated  by the Board,  and the
Association  may  increase,  but not  decrease,  Executive's  Base  Salary  (any
increase  in Base Salary  shall  become the "Base  Salary" for  purposes of this
Agreement).  In addition to the Base Salary  provided in this Section 3(a),  the
Association  shall provide Executive at no cost to Executive with all such other
benefits as are  provided  uniformly  to  permanent  full-time  employees of the
Association.

     (b) The  Association  will provide  Executive with employee  benefit plans,
arrangements  and  perquisites   substantially  equivalent  to  those  in  which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the  Association  will not,
without  Executive's  prior  written  consent,  make any  changes in such plans,
arrangements or perquisites which would adversely affect  Executive's  rights or
benefits thereunder. Without limiting the generality of the foregoing provisions
of this Section 3(b),  Executive  will be entitled to  participate in or receive
benefits  under  any  employee  benefit  plans  including  but not  limited  to,
retirement plans,  supplemental retirement plans, pension plans,  profit-sharing
plans, health-and-accident plans, medical coverage or any other employee benefit
plan or  arrangement  made  available  by the  Association  in the future to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  will be entitled to  incentive  compensation  and
bonuses  as  provided  in any  plan of the  Association  in which  Executive  is
eligible to  participate  (and she shall be entitled to a pro rata  distribution
under  any  incentive  compensation  or  bonus  plan as to any  year in  which a
termination of employment  occurs,  other than  termination for Cause).  Nothing
paid to the Executive under any such plan or arrangement will be deemed to be in
lieu of other  compensation  to which  the  Executive  is  entitled  under  this
Agreement.

<PAGE>

     (c) The  Executive  shall be entitled to a minimum of twenty (20)  business
days of paid  vacation per year.  Such  vacation  leave days may be taken at the
discretion of the Executive in  consultation  with the Board of Directors of the
Association.  The Executive shall be entitled to such other voluntary  leaves of
absence, with or without pay, from time to time and under such conditions as the
Board of Directors  may  determine in its  discretion.  The  Executive  shall be
entitled to not less than the same  sickness and personal time benefits as apply
generally to full-time Association employees.

     (d) In addition to the Base Salary  provided for by  paragraph  (a) of this
Section 3, the  Association or the Company shall pay or reimburse  Executive for
all  reasonable  travel and other  reasonable  expenses  incurred  by  Executive
performing her obligations  under this Agreement and may provide such additional
compensation  in such form and such  amounts  as the Board may from time to time
determine.  The  Association  shall  reimburse  Executive  for her  ordinary and
necessary business expenses, including, without limitation, fees for memberships
in such clubs and  organizations as Executive and the Board shall mutually agree
are  necessary  and   appropriate   for  business   purposes,   and  travel  and
entertainment  expenses,  incurred in  connection  with the  performance  of her
duties under this Agreement, upon presentation to the Association of an itemized
account of such expenses in such form as the Association may reasonably require.

4.   OUTSIDE ACTIVITIES

     The  Executive may serve as a member of the board of directors of business,
community  and  charitable  organizations  subject to the approval of the Board,
provided that in each case such service shall not materially  interfere with the
performance  of her duties  under this  Agreement  or present  any  conflict  of
interest.  Such service to and participation in outside  organizations  shall be
presumed for these  purposes to be for the benefit of the  Association,  and the
Association  shall  reimburse the Executive her reasonable  expenses  associated
therewith.

5.   WORKING FACILITIES AND EXPENSES

     The Executive's principal place of employment shall be at the Association's
principal executive offices. The Association shall provide the Executive with an
automobile  suitable to the position of President and Chief Executive Officer of
the  Association,  and such  automobile may be used by the Executive in carrying
out her duties under this  Agreement  and for her personal use such as commuting
between her residence and her principal  place of  employment.  The  Association
shall reimburse the executive for the cost of maintenance,  use and servicing of
such automobile.  The Association shall reimburse the Executive for her ordinary
and necessary business expenses,  including travel and reasonable  entertainment
expenses,  incurred in connection  with the performance of her duties under this
Agreement, including, without limitation, fees for memberships in such clubs and
organizations  that  Executive  and the Board  mutually  agree are necessary and
appropriate to further the business of the  Association.  Reimbursement  of such
expenses  shall be made upon  presentation  to the  Association  of an  itemized
account of the expenses in such form as the Association may reasonably require.

<PAGE>

6.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

     The  provisions  of this  Section  shall in all  respects be subject to the
terms and conditions stated in Sections 11 and 19.

     (a) Upon the  occurrence  of an Event of  Termination  (as herein  defined)
during  Executive's term of employment  under this Agreement,  the provisions of
this section shall apply. As used in this  Agreement,  an "Event of Termination"
shall mean and include any one or more of the following:

          (i) the  involuntary  termination  by the  Association  of Executive's
     full-time  employment  hereunder  for any reason  other than a  termination
     following  a Change in Control,  as defined in Section  7(a)  hereof,  or a
     termination  for Cause,  as defined in Section 10 hereof,  or a termination
     upon Retirement as defined in Section 9 hereof,  or a termination for death
     or  disability  as set  forth in  Section  8  hereof,  provided  that  such
     termination of employment  constitutes a "Separation  from Service"  within
     the meaning of the term under Section 6(e) hereof; or

          (ii) Executive's  voluntary resignation from the Association's employ,
     upon the  occurrence of any of the following  events,  unless such event is
     consented to in writing by Executive:

               (A)  failure  to elect or  reelect  or to  appoint  or  reappoint
          Executive  to the  Executive  Position,  or to elect  Executive to the
          Board of Directors of the Association,

               (B)  a  material  change  in  Executive's  function,  duties,  or
          responsibilities,  which  change would cause  Executive's  position to
          become  one of lesser  responsibility,  importance,  or scope from the
          position and attributes thereof described in Sections 1 and 2 above,

               (C) a relocation of Executive's  principal place of employment to
          a  location  that is more  than 25  miles  from  the  location  of the
          Association's  principal  executive  offices  as of the  date  of this
          Agreement,  or a material  reduction in the benefits and  perquisites,
          including  Base Salary,  to Executive  from those being provided as of
          the effective date of this Agreement (except for any reduction that is
          part of an employee-wide reduction in pay or benefits),

               (D) a liquidation or dissolution of the Association, or

               (E) a material breach of this Agreement by the Association.

Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or
(E) above,  Executive  shall have the right to elect to terminate her employment
under this  Agreement by  resignation  upon not less than thirty (30) days prior
written notice given within a reasonable  period of time (not to exceed 90 days)
after  the  event  giving  rise to said  right to elect,  which  termination  by
Executive shall be an Event of Termination.  The Association  shall have 30 days
to cure the condition  giving rise to the Event of Termination,  provided,  that
the Association  may elect to waive such 30 day period.  No payments or benefits
shall  be  due to  Executive  under  this  Agreement  upon  the  termination  of
Executive's employment except as specifically set forth in this Agreement.

<PAGE>

     (b) Upon the occurrence of an Event of Termination,  the Association  shall
pay Executive,  or, in the event of her  subsequent  death,  her  beneficiary or
beneficiaries, or her estate, as the case may be, as severance pay or liquidated
damages,  or both, a cash amount equal to the greater of (i) three (3) times the
sum of (A) the highest  annual rate of Base Salary paid to Executive at any time
under the  Agreement,  and (B) the greater of (x) the average  annual cash bonus
paid to Executive with respect to the three completed  fiscal years prior to the
Event of  Termination,  or (y) the cash bonus paid to Executive  with respect to
the fiscal year ended immediately  prior to the Event of Termination.  Except as
set forth in Subsection  (e) hereof,  such payments  shall be paid in a lump sum
within 60 days of the Event of Termination and shall not be reduced in the event
Executive obtains other employment following termination of employment.

     (c) Upon the occurrence of an Event of Termination,  the  Association  will
provide at the Association's  expense,  life, and non-taxable medical and dental
coverage substantially  comparable,  as reasonably or customarily available,  to
the  coverage   maintained  by  the  Association  for  Executive  prior  to  her
termination,  except  to  the  extent  such  coverage  may  be  changed  in  its
application to all Association  employees.  Such coverage shall cease thirty-six
(36) months following the Event of Termination. In the alternative,  the Company
shall pay to Executive a cash amount equal to Executive's cost of obtaining such
benefits on her own,  adjusted for any federal or state  income taxes  Executive
has to pay on the cash  amount,  provided  that such amount shall in no event be
paid later than two and one-half  months  following the end of the calendar year
in which the Event of Termination occurs.

     (d) Upon the  occurrence  of an Event  of  Termination,  and to the  extent
permitted  by  applicable   regulations  or  policy  of  the  Office  of  Thrift
Supervision ("OTS"), any non-vested stock options granted to Executive under any
stock option plan or restricted stock plan of the Company will fully vest.

     (e) For purposes of this Agreement,  a "Separation from Service" shall have
occurred if the Association and Executive  reasonably  anticipate that either no
further  services will be performed by the Executive after the date of the Event
of Termination  (whether as an employee or as an independent  contractor) or the
level of further services  performed will not exceed 49% of the average level of
bona  fide  services  in  the 36  months  immediately  preceding  the  Event  of
Termination.  For all purposes  hereunder,  the  definition of  Separation  from
Service  shall  be  interpreted  consistent  with  Treasury  Regulation  Section
1.409A-1(h)(1)(ii).  If  Executive is a Specified  Employee,  as defined in Code
Section  409A  and any  payment  or  portion  of any  payment  to be made  under
sub-paragraph  (b) or (c) of this Section 6 shall be determined to be subject to
Code  Section  409A,  then if required by Code Section  409A,  such payment or a
portion of such payment (to the minimum  extent  possible)  shall be delayed and
shall  be paid on the  first  day of the  seventh  month  following  Executive's
Separation from Service.

<PAGE>

7.   CHANGE IN CONTROL

     (a)  "Change in Control"  shall mean a change in control of a nature  that:
(i) would be  required  to be  reported  in response to Item 5.01 of the current
report on Form 8-K, as in effect on the date  hereof,  pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act");  or (ii)
results in a Change in  Control of the  Association  or the  Company  within the
meaning of the Home Owners' Loan Act, as amended ("HOLA"),  and applicable rules
and regulations promulgated  thereunder,  as in effect at the time of the Change
in Control; or (iii) without limitation such a Change in Control shall be deemed
to have  occurred  at such  time as (a)  any  "person"  (as the  term is used in
Sections  13(d) and 14(d) of the  Exchange  Act) is or becomes  the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of  securities  of the  Company  representing  25% or  more  of the
combined  voting  power of  Company's  outstanding  securities  (except  for any
securities  purchased by the  Association's  employee  stock  ownership  plan or
trust);  or (b)  individuals  who  constitute  the Board on the date hereof (the
"Incumbent  Board")  cease for any  reason  to  constitute  at least a  majority
thereof,  provided  that any person  becoming a director  subsequent to the date
hereof whose election was approved by a vote of at least  three-quarters  of the
directors  comprising the Incumbent  Board, or whose  nomination for election by
the Company's stockholders was approved by the same Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this clause (b),  considered
as  though  he  were  a  member  of  the  Incumbent  Board;  or  (c) a  plan  of
reorganization,  merger,  consolidation,  sale of all or  substantially  all the
assets of the  Association  or the Company or similar  transaction  in which the
Association or Company is not the surviving  institution  occurs or is effected;
or (d) a proxy statement  soliciting proxies from stockholders of the Company is
distributed,  by  someone  other than the  current  management  of the  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Company  or  similar   transaction  with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then subject to the Plan are exchanged for or converted into cash or
property or securities not issued by the Company;  or (e) a tender offer is made
for 25% or more of the voting  securities  of the Company  and the  shareholders
owning  beneficially or of record 25% or more of the  outstanding  securities of
the  Company  have  tendered  or offered to sell their  shares  pursuant to such
tender offer and such tendered shares have been accepted by the tender offeror.

     (b) Upon the occurrence of a Change in Control, followed by Executive's (i)
involuntary  termination  of  employment  at any  time  during  the term of this
Agreement (unless such termination is due to her death, Retirement,  Disability,
or Termination for Cause), or (ii) voluntary  resignation for any of the reasons
set forth in Section  6(a)(ii),  Executive,  or, in the event of her  subsequent
death (subsequent to such termination), her beneficiary or beneficiaries, or her
estate,  as the  case may be,  shall  receive  as  severance  pay or  liquidated
damages,  or both, a lump sum cash payment in an amount equal to three times the
sum of (i) the highest annual rate of Base Salary,  and (ii) the highest rate of
cash  bonus  awarded  to  Executive  during  the prior  three  years.  Except as
otherwise  provided  herein,  such payment shall be made in a lump sum within 60
days of the Executive's termination of employment.

     (c) Upon the occurrence of a Change in Control  followed by Executive's (i)
involuntary  termination  of  employment  at any  time  during  the term of this
Agreement  (unless  such  termination  is  because  of  her  death,  Retirement,
Disability,  or Termination for Cause), or (ii) voluntary resignation for any of
the reasons set forth in Section  6(a)(ii),  the Association will provide at the
Association's  expense,  life,  and  non-taxable  medical  and dental  insurance
coverage substantially  comparable,  as reasonably or customarily available,  to
the coverage maintained by the Association for Executive prior to her severance.
Such coverage  shall cease  thirty-six  (36) months from the date of Executive's
termination of employment.  In the  alternative,  the  Association  shall pay to
Executive a cash amount equal to Executive's  cost of obtaining such benefits on
her own,  adjusted for any federal or state income taxes Executive has to pay on
the cash amount,  provided that such amount shall in no event be paid later than
two and one-half  months  following  the end of the  calendar  year in which the
Executive's termination of employment occurs.

<PAGE>

     (d) Notwithstanding any provision herein to the contrary, if Executive is a
Specified  Employee,  as defined in Code Section 409A and any payment to be made
under  sub-paragraph  (b) or (c) of this  Section  7 shall be  determined  to be
subject to Code  Section  409A,  then if required  by Code  Section  409A,  such
payment or a portion of such payment (to the minimum extent  possible)  shall be
delayed  and  shall be paid on the  first  day of the  seventh  month  following
Executive's Separation from Service.

     (e) Upon the  occurrence  of a Change  in  Control,  any  non-vested  stock
options or restricted  stock granted to Executive under any stock option plan or
restricted stock plan of the Association will fully vest.

     (f) Notwithstanding the preceding  paragraphs of this Section, in the event
that the  aggregate  payments or  benefits  to be made or afforded to  Executive
under Section 7 hereof (the  "Termination  Benefits") would be deemed to include
an "excess  parachute  payment"  under Section 280G of the Code or any successor
thereto,   the   Termination   Benefits  will  be  reduced  to  an  amount  (the
"Non-Triggering  Amount"), the value of which is one dollar ($1.00) less than an
amount equal to the total amount of payments  permissible  under Section 280G of
the Code or any successor  thereto,  with the allocation of the reduction  among
such payments and benefits to be determined  by  Executive,  provided,  however,
that if such  determination  by Executive is  determined to violate Code Section
409A, the reduction among payment shall be made prorata.

8.   TERMINATION FOR DISABILITY OR DEATH

     (a) Termination of Executive's  employment based on "Disability" shall mean
termination  because  of any  physical  or  mental  impairment  which  qualifies
Executive for disability benefits under the applicable long-term disability plan
maintained by the Association  or, if no such plan applies,  which would qualify
Executive for Social Security Administration disability benefits.

     (b) In the event of Executive's death during the term of the Agreement , in
addition to any other health care  continuation  rights available to Executive's
family under federal or state law, the Association  will continue to provide the
Executive's named beneficiaries (as directed by Executive in writing),  medical,
dental and other insurance benefits normally provided for Executive's family (in
accordance  with its  customary  co-pay  percentages)  for six (6) months  after
Executive's death.

<PAGE>

9.   TERMINATION UPON RETIREMENT

     Termination  of Executive's  employment  based on  "Retirement"  shall mean
termination  of  Executive's  employment  at age 65 or in  accordance  with  any
retirement policy established by the Board with Executive's consent with respect
to him.  Upon  termination  of  Executive  based on  Retirement,  no  amounts or
benefits shall be due Executive  under this  Agreement,  and Executive  shall be
entitled to all benefits under any retirement  plan of the Association and other
plans to which Executive is a party.

10.  TERMINATION FOR CAUSE

     The  term  "Termination  for  Cause"  shall  mean  termination  because  of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of this Agreement.  Executive's  employment shall not be
terminated in accordance with this paragraph for any act or action or failure to
act that is undertaken  or omitted in accordance  with a resolution of the Board
or upon advice of the  Association's  counsel.  Notwithstanding  the  foregoing,
Executive shall not be deemed to have been Terminated for Cause unless and until
there shall have been  delivered to her a copy of a  resolution  duly adopted by
the affirmative  vote of not less than a majority of the members of the Board at
a meeting of the Board  called and held for that  purpose,  finding  that in the
good  faith  opinion of the Board,  Executive  was guilty of conduct  justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after  Termination for Cause. Any non-vested stock options granted to
Executive  under any stock  option plan of the  Association,  the Company or any
subsidiary  or  affiliate  thereof,  shall become null and void  effective  upon
Executive's  receipt of Notice of  Termination  for Cause pursuant to Section 11
hereof, and shall not be exercisable by Executive at any time subsequent to such
Termination  for Cause (unless it is determined in arbitration  that grounds for
Termination  for Cause did not exist, in which event all terms of the options as
of the date of termination shall apply, and any time periods for exercising such
options shall commence from the date of resolution in arbitration).

11.  NOTICE

     (a) Any  purported  termination  by the  Association  for  Cause  shall  be
communicated  by  Notice of  Termination  to  Executive.  For  purposes  of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated. If, within thirty (30) days after any Notice of Termination for Cause
is given,  Executive  notifies the Association that a dispute exists  concerning
the   termination,   the  parties  shall   promptly   proceed  to   arbitration.
Notwithstanding   the  pendency  of  any  such  dispute,   the  Association  may
discontinue to pay Executive  compensation until the dispute is finally resolved
in  accordance  with this  Agreement.  If it is  determined  that  Executive  is
entitled to  compensation  and benefits under Section 6 or 7 of this  Agreement,
the payment of such  compensation and benefits by the Association shall commence
immediately  following the date of resolution by arbitration,  with interest due
Executive on the cash amount that would have been paid pending  arbitration  (at
the prime rate as published in The Wall Street Journal from time to time).

<PAGE>

     (b) Any other  purported  termination  by the  Association  or by Executive
shall be  communicated  by a Notice  of  Termination  to the  other  party.  For
purposes  of this  Agreement,  a "Notice  of  Termination"  shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in detail the facts and circumstances claimed to
provide a basis for termination of employment  under the provision so indicated.
"Date of  Termination"  shall  mean the date of the Notice of  Termination.  If,
within  thirty  (30) days after any Notice of  Termination  is given,  the party
receiving  such Notice of  Termination  notifies  the other party that a dispute
exists  concerning  the  termination,  the  parties  shall  promptly  proceed to
arbitration  as provided in Section 22 of this  Agreement.  Notwithstanding  the
pendency of any such dispute,  the  Association  shall continue to pay Executive
her Base Salary,  and other  compensation and benefits in effect when the notice
giving rise to the dispute was given (except as to  termination of Executive for
Cause).  In  the  event  of  the  voluntary  termination  by  Executive  of  her
employment,  which is disputed by the  Association,  and if it is  determined in
arbitration that Executive is not entitled to termination  benefits  pursuant to
this  Agreement,  she  shall  return  all  cash  payments  made  to her  pending
resolution by arbitration,  with interest thereon at the prime rate as published
in The Wall Street  Journal from time to time if it is determined in arbitration
that Executive's voluntary termination of employment was not taken in good faith
and  not in the  reasonable  belief  that  grounds  existed  for  her  voluntary
termination.

     (c) If, within thirty (30) days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute exists concerning the termination, except upon the voluntary termination
by the Executive  for reasons other than those set forth in Section  6(a)(ii)(A)
through (E), in which case the Date of  Termination  shall be the date specified
in the Notice, the Date of Termination shall be the date on which the dispute is
finally  determined,  either by mutual  written  agreement of the parties,  by a
binding arbitration award, or by a final judgment, order or decree of a court of
competent  jurisdiction (the time for appeal having expired and no appeal having
been  perfected)  and  provided  further that the Date of  Termination  shall be
extended  by a notice of dispute  only if such notice is given in good faith and
the party  giving  such notice  pursues  the  resolution  of such  dispute  with
reasonable  diligence.  Notwithstanding  the pendency of any such  dispute,  the
Association will continue to pay Executive her full  compensation in effect when
the notice giving rise to the dispute was given (including,  but not limited to,
Base  Salary) and  continue  Executive  as a  participant  in all  compensation,
benefit and insurance  plans in which she was  participating  when the notice of
dispute was given, until the dispute is finally resolved in accordance with this
Agreement,  provided such dispute is resolved within the term of this Agreement.
If  such  dispute  is  not  resolved  within  the  term  of the  Agreement,  the
Association  shall not be obligated,  upon final resolution of such dispute,  to
pay Executive  compensation  and other payments  accruing beyond the term of the
Agreement. Amounts paid under this Section shall be offset against or reduce any
other amounts due under this Agreement.

<PAGE>

12.  POST-TERMINATION OBLIGATIONS

     (a) All payments and benefits to Executive  under this  Agreement  shall be
subject to Executive's  compliance with paragraph (b) of this Section during the
term of this  Agreement  and for one (1)  full  year  after  the  expiration  or
termination hereof.

     (b) Executive shall, upon reasonable  notice,  furnish such information and
assistance to the  Association as may reasonably be required by the  Association
in  connection  with any  litigation in which it or any of its  subsidiaries  or
affiliates  is, or may become,  a party  provided,  however,  that the Executive
shall not be required to provide  information or assistance  with respect to any
litigation in which the Executive and the  Association  or the Executive and the
Company are adverse parties.

13.  NON-COMPETITION

     (a) Upon any termination of Executive's employment hereunder,  other than a
termination,  (whether  voluntary or involuntary) in connection with a Change in
Control, as a result of which the Association is paying Executive benefits under
Section  6  of  this  Agreement,  Executive  agrees  not  to  compete  with  the
Association  and/or  the  Company  for a period of one (1) year  following  such
termination  within  twenty-five  (25)  miles  of  any  existing  branch  of the
Association or any subsidiary of the Company or within twenty-five (25) miles of
any office for which the Association, the Company or a subsidiary of the Company
or the Association has filed an application for regulatory approval to establish
an office,  determined as of the effective date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that  during  such  period and within  said area,  cities,  towns and  counties,
Executive  shall  not work for or  advise,  consult  or  otherwise  serve  with,
directly or indirectly,  any entity whose business  materially competes with the
depository,  lending or other business  activities of the Association and/or the
Company or  subsidiary  of the  Association  of  Company.  The  parties  hereto,
recognizing  that irreparable  injury will result to the Association  and/or the
Company,  its business and property in the event of  Executive's  breach of this
Subsection  13(a) agree that in the event of any such breach by  Executive,  the
Association  and/or the  Company  will be  entitled,  in  addition  to any other
remedies and damages  available,  to an  injunction  to restrain  the  violation
hereof  by  Executive,   Executive's  partners,  agents,  servants,   employers,
employees and all persons acting for or with Executive. Executive represents and
admits that Executive's  experience and capabilities are such that Executive can
obtain  employment  in a business  engaged in other lines  and/or of a different
nature than the  Association  and/or the Company,  and that the enforcement of a
remedy  by  way  of  injunction  will  not  prevent  Executive  from  earning  a
livelihood.  Nothing  herein will be construed as  prohibiting  the  Association
and/or the Company from pursuing any other remedies available to the Association
and/or the Company for such breach or threatened breach,  including the recovery
of damages from Executive.

<PAGE>

     (b)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business  activities and plans for business  activities of the  Association  and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique asset of the business of the Association.  Executive will not, during
or  after  the term of her  employment,  disclose  any  knowledge  of the  past,
present,  planned  or  considered  business  activities  of the  Association  or
affiliates  thereof to any person,  firm,  corporation,  or other entity for any
reason or purpose  whatsoever  (except for such disclosure as may be required to
be provided to any federal banking agency with jurisdiction over the Association
or  Executive).  Notwithstanding  the  foregoing,  Executive  may  disclose  any
knowledge of banking,  financial and/or economic  principles,  concepts or ideas
which  are not  solely  and  exclusively  derived  from the  business  plans and
activities  of the  Association,  and  Executive  may disclose  any  information
regarding the Association or the Company which is otherwise publicly  available.
In the event of a breach or threatened breach by the Executive of the provisions
of this Section,  the Association will be entitled to an injunction  restraining
Executive  from  disclosing,  in whole or in part,  the  knowledge  of the past,
present,  planned  or  considered  business  activities  of the  Association  or
affiliates  thereof,  or  from  rendering  any  services  to any  person,  firm,
corporation,  other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed.  Nothing herein will be construed as
prohibiting  the Association  from pursuing any other remedies  available to the
Association  for such breach or  threatened  breach,  including  the recovery of
damages from Executive.

14.  SOURCE OF PAYMENTS

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check  from  the  general  funds  of  the  Association.  The  Company,  however,
guarantees  payment and  provision of all amounts and benefits due  hereunder to
Executive  and, if such amounts and benefits  due from the  Association  are not
timely paid or provided by the  Association,  such amounts and benefits shall be
paid or provided by the Company.

15.  NO EFFECT EMPLOYEE BENEFITS PLANS OR PROGRAMS

     The  termination  of the  Executive's  employment  during  the term of this
Agreement or thereafter,  whether by the Company or by the Executive, shall have
no effect on the  vested  rights of the  executive  under the  Company's  or the
Association's qualified or non-qualified  retirement,  pension, savings, thrift,
profit-sharing   or  stock   bonus   plans,   group  life,   health   (including
hospitalization,  medical and major  medical),  dental,  accident  and long term
disability  insurance  plans or other  employee  benefit  plans or programs,  or
compensation plans or programs in which the Executive was a participant.

16.  REQUIRED REGULATORY PROVISIONS

     (a) The Association may terminate  Executive's  employment at any time, but
any termination by the  Association's  Board other than Termination for Cause as
defined  in  Section  10  hereof  shall  not  prejudice   Executive's  right  to
compensation  or other benefits under this  Agreement.  Executive  shall have no
right to receive compensation or other benefits for any period after Termination
for Cause.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from  participating  in the  conduct  of the  Association's  affairs by a notice
served under Section 8(e)(3) (12 USC  ss.1818(e)(3))  or Section 8(g)(1) (12 USC
ss.1818(g)(1))   of  the  Federal  Deposit   Insurance  Act,  the  Association's
obligations  under this  contract  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the  Association  may in its discretion (i) pay the Executive all or
part  of  the  compensation  withheld  while  their  contract  obligations  were
suspended and (ii) reinstate (in whole or in part) any of the obligations  which
were suspended.

<PAGE>

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under  Section  8(e)(4)  (12  USC  ss.1818(e)(4))  or  Section  8(g)(1)  (12 USC
ss.1818(g)(1))  of the Federal  Deposit  Insurance  Act, all  obligations of the
Association  under this contract shall terminate as of the effective date of the
order, but vested rights of the contracting parties shall not be affected.

     (d) If the  Association is in default as defined in Section 3(x)(1) (12 USC
ss.1813(x)(1))  of the Federal  Deposit  Insurance  Act, all  obligations of the
Association  under this contract shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

     (e) All obligations under this contract shall be terminated,  except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued operation of the Association, (i) by the Director of the OTS or his or
her  designee,  at the  time  the  FDIC  enters  into an  agreement  to  provide
assistance to or on behalf of the Association  under the authority  contained in
Section 13(c) (12 USC ss.1823(c)) of the Federal Deposit  Insurance Act; or (ii)
by the  Director or his or her  designee at the time the  Director or his or her
designee approves a supervisory  merger to resolve problems related to operation
of the  Association or when the  Association is determined by the Director to be
in an unsafe or unsound  condition.  Any rights of the parties that have already
vested, however, shall not be affected by such action.

     (f) Notwithstanding anything herein contained to the contrary, any payments
to the  Executive  by  the  Company,  whether  pursuant  to  this  Agreement  or
otherwise,  are subject to and  conditioned  upon their  compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C.  Section 1828(k),  and the
regulations promulgated thereunder in 12 C.F.R. Part 359.

17.  NO ATTACHMENT; BINDING ON SUCCESSORS

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive and the Association and their respective successors and assigns.

18.  ENTIRE AGREEMENT; MODIFICATION AND WAIVER

     (a) This instrument  contains the entire  agreement of the parties relating
to the subject matter  hereof,  and supersedes in its entirety any and all prior
agreements and understandings or representations  relating to the subject matter
hereof.

     (b) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

<PAGE>

     (c) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

19.  SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

20.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

21.  GOVERNING LAW

     This Agreement  shall be governed by the laws of the State of Ohio but only
to the extent not superseded by federal law.

22.  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  sitting in a location  selected  by the  employee  within
twenty-five  miles of Dublin,  Ohio in accordance with the rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of her 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.

23.  PAYMENT OF LEGAL FEES

     All  reasonable  legal fees paid or incurred by  Executive  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the  Association,  provided that the dispute or  interpretation
has been settled by Executive and the Association or resolved in the Executive's
favor,  provided that such payments shall be made within two and one-half months
after  the  end of the  calendar  year in  which  the  dispute  is  resolved  in
Executive's favor.

<PAGE>

24.  INDEMNIFICATION

     During  the  term  of this  Agreement  and for a  period  of six (6)  years
thereafter,  the  Association  shall  provide  Executive  (including  her heirs,
executors  and  administrators)  with  coverage  under a standard  directors and
officers  liability  insurance  policy  at  its  expense,  and  shall  indemnify
Executive (and her heirs,  executors and  administrators)  to the fullest extent
permitted  under  federal law against all  expenses and  liabilities  reasonably
incurred  by her in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which she may be involved by reason of her having been a director
or officer of the Association  (whether or not she continues to be a director or
officer at the time of incurring  such expenses or  liabilities),  such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys fees and the cost of reasonable  settlements (such settlements must be
approved by the Board of Directors of the Association).  If such action, suit or
proceeding  is  brought  against  Executive  in her  capacity  as an  officer or
director of the Association,  however,  such indemnification shall not extend to
matters as to which  Executive  is  finally  adjudged  to be liable for  willful
misconduct in the performance of her duties.

25.  SUCCESSOR TO THE ASSOCIATION

     The Association shall require any successor or assignee,  whether direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the  business or assets of the  Association  or the  Company,
expressly and  unconditionally  to assume and agree to perform the Association's
obligations under this Agreement, in the same manner and to the same extent that
the Association would be required to perform if no such succession or assignment
had taken place.

26.  NOTICE

     For the purposes of this  Agreement,  notices and all other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or registered mail, return
receipt requested,  postage prepaid,  addressed to the respective  addresses set
forth below:

                  To the Company:                   OC Financial, Inc.
                                                    6033 Perimeter Drive
                                                    Dublin, Ohio 43017

                  To the Association:               Ohio Central Savings
                                                    6033 Perimeter Drive
                                                    Dublin, Ohio 43017

                  To Executive:                     Diane M. Gregg
                                                    12880 Commercial Point Road
                                                    Ashville, OH 43013


                     [Remainder of Page Intentionally Blank]


<PAGE>


SIGNATURES

         IN WITNESS WHEREOF, the Association and the Company have caused this
Agreement to be executed and their seals to be affixed hereunto by their duly
authorized officers, and Executive has signed this Agreement, on the 2nd day of
October, 2007.

ATTEST:                                     OHIO CENTRAL SAVINGS



/s/ Danny E. Hosler                    By:/s/ Christopher L. Lardiere
--------------------                      --------------------------------
Danny E. Hosler                           Christopher L. Lardiere
Vice-President/CFO                        Compensation Committee Chair


ATTEST:                                     OC FINANCIAL, INC.



/s/ Danny E. Hosler                    By:/s/ Christopher L. Lardiere
--------------------                      --------------------------------
Danny E. Hosler                           Christopher L. Lardiere
Vice-President/CFO                        Compensation Committee Chair


WITNESS:                                    EXECUTIVE:



/s/ Danny E. Hosler                    By:/s/ Diane M. Gregg
--------------------                      --------------------------------
Danny E. Hosler                           Diane M. Gregg
                                          President and Chief Executive Officer