0000906318-02-000073 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated • July 9th, 2002 • Exchange Bancshares Inc • State commercial banks • Ohio

THIS AGREEMENT, effective as of June 17, 2002 (the “Effective Date”), which amends and restates that certain Employment Agreement dated January 1, 2002 (the “Employment Agreement”) by and between The Exchange Bank, an Ohio state-chartered bank with its principal office located in Luckey, Ohio (“Bank”) and a wholly-owned subsidiary of Exchange Bancshares, Inc., a holding company organized under the laws of the State of Ohio and registered under the Bank Holding Company Act of 1956 (“Holding Company”), and Thomas J. Elder, a resident of Ohio (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2002 • Exchange Bancshares Inc • State commercial banks • Ohio

THIS AGREEMENT, effective as of July 5, 2002 (the “Effective Date”) by and between The Exchange Bank, an Ohio state-chartered bank with its principal office located in Luckey, Ohio (“Bank”) and a wholly-owned subsidiary of Exchange Bancshares, Inc., a holding company organized under the laws of the State of Ohio and registered under the Bank Holding Company Act of 1956 (“Holding Company”), and Michael W. Pepple, a resident of Ohio (“Employee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated • July 9th, 2002 • Exchange Bancshares Inc • State commercial banks • Ohio

THIS AGREEMENT, effective as of June 17, 2002 (the “Effective Date”), which amends and restates that certain Employment Agreement dated March 1, 2002 (the “Employment Agreement”) by and between The Exchange Bank, an Ohio state-chartered bank with its principal office located in Luckey, Ohio (“Bank”) and Exchange Bancshares, Inc., a holding company organized under the laws of the State of Ohio and registered under the Bank Holding Company Act of 1956 (“Holding Company”) (collectively, Bank and Holding Company referred to herein as the “Corporation”), and Thomas E. Funk, a resident of Ohio (“Employee”).

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