EMPLOYMENT AGREEMENT



            THIS AGREEMENT is effective the 1st day of November, 2004, between

PEOPLES OHIO FINANCIAL CORPORATION (sometimes hereinafter referred to as POFC)

and PEOPLES SAVINGS BANK OF TROY (sometimes hereinafter referred to as PSBT),

whose principal places of business are both located at 635 South Market Street,

Troy, Ohio 45373, both of whom are hereinafter collectively referred to as

"Employer," and RONALD B. SCOTT, whose residence is 194 Little John Road, Troy,

Ohio 45373, hereinafter referred to as Employee.



                             1. TERMS OF EMPLOYMENT



            1.1 Initial Term. The Employer hereby employs the Employee and the

Employee hereby accepts employment with the Employer for an initial term of

three (3) years beginning on November 1, 2004 and terminating on October 31,

2007 (the "Initial Term").



            1.2 Renewal Term. This Employment Agreement and the employment term

shall be extended for an additional period of one year (the "Renewal Term") upon

(i) each successive Anniversary Date (November 1 of each year) and (ii) upon the

effective date of a Change in Control as hereinafter defined after the Boards of

Directors of POFC and PSBT explicitly review and approve all such renewals and

extensions. Notice of non-renewal shall be given by either Employee or Employer

no earlier than August 1st of each year and no later than October 1st of each

year. Upon notice of non-renewal by either party, this Contract shall continue

to the end of its Initial Term or to the end of any Renewal Term, whichever is

applicable. Any such Renewal Term shall be upon such terms, conditions and for

such compensation as the parties shall mutually agree in writing or in the

absence of a new writing then upon the terms and conditions contained herein.

The mere fact that either party has given notice of non renewal, thereby



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allowing this Employment Agreement to expire at the end of its Initial Term or

any Renewal Term, shall not entitle Employee to severance payments or benefits

solely by reason of such non-renewal.



            1.3 "Employment Term" Defined. As used herein, the phrase

"Employment Term" refers to the entire period of employment of the Employee

hereunder, whether for the Initial Term provided above, or extended for Renewal

Terms as provided at Section 1.2 above.



                              2. DUTIES OF EMPLOYEE



            2.1 General Duties. Employee has, for over thirteen (13) years

served as President - Chief Executive Officer of Employer, and shall continue to

serve in that position, with the duties and responsibilities customary to that

office. During the Employment Term, Employee's title and specific reporting

responsibilities may be changed by action of Employer's Board of Directors in

the light of changing circumstances of Employer, including but not limited to a

transaction described in Section 4.8 hereof, providing that Employee shall at

all times during the term hereof have a substantial executive position in

keeping with the dignity and prestige of his present position. He shall do and

perform all services, acts or things necessary or advisable to manage and

conduct the business of the Employer, in accordance with any and all governing

rules and regulations of regulatory agencies.



            2.2 Devotion of Entire Time to Employer's Business. The Employee

shall devote substantially all of his productive time, ability and attention

during normal business hours to the business of the Employer during the

Employment term. The Employee shall not directly or indirectly render any

services of a business, commercial, or professional nature to any other person

or organization for compensation without the prior written consent of the Board

of Directors of the Employer; provided, however, that the foregoing shall not

preclude reasonable



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participation as a member of the community, civic or similar organization, or

the pursuit of personal investments which do not interfere with normal business

activities for Employer.



            2.3 No Other Agreements. The Employee shall have no employment

contract or other written or oral agreement concerning employment with any

entity or person other than Employer.



            2.4 Uniqueness of Employee's Services. The Employee hereby

represents that the services to be performed by him under the terms of this

Agreement are of a special, unique, unusual, extraordinary and intellectual

character which gives them a peculiar value, the loss of which cannot be

reasonably or adequately compensated in damages in an action at law. The

Employee therefore expressly agrees that the Employer, in addition to any other

rights or remedies which the Employer may posses, shall be entitled to

injunctive or other equitable relief to prevent a breach of the Agreement by the

Employee.



            2.5 Location and Travel. Employee's principal office shall continue

to be located in Troy, Ohio throughout the Employment Term. Such office may be

relocated, but any relocation of more than 50 miles from Troy, Ohio without the

Employee's consent shall be treated as a termination not for cause under Section

4.1 and shall entitle the Employee to all applicable benefits under Section 4.



                           3. COMPENSATION OF EMPLOYEE



            3.1 Salary. As compensation for his services hereunder, the Employee

shall, during the first year of his employment hereunder, receive a salary at

the same annual rate as at present, payable in accordance with the general

payroll practice of Employer and any bonus compensation as determined by the

Board of Directors or Compensation Committee. During each succeeding calendar

year or portion thereof, his salary shall be adjusted to equal the greater

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