Cto Employment Agreement

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and entered into this l6th day of June 1997 by and among CoBancorp Inc. (the "Holding Company") and its wholly owned subsidiary PremierBank & Trust (the "Bank,)" an Ohio-chartered, FDIC-insured bank with its main office at the Corporate Center, 1530 West River Road, North, Elyria, Ohio, and Timothy W. Esson (the "Executive") in order to memorialize the intent of the parties hereto (the "Parties") to make a certain amendment to the Employment Agreement dated December 31, 1993, by and among the Parties (the "Agreement"). Unless otherwise defined herein, initially capitalized terms shall have the meanings ascribed to them in the Agreement.


WHEREAS, the Executive serves in the position of President of the Bank and satisfactorily performed his duties in such capacity;


WHEREAS, the Board of Directors of the Bank and the Holding Company wish to assure the Bank of continuity of management and the continued services of the Executive;


NOW, THEREFORE, in consideration of the performance of the responsibilities of the Executive and upon the other terms and conditions hereinafter provided, the Parties agree to this Amendment:


SECTION 10(a) OF THE AGREEMENT, CHANGE IN CONTROL, shall be amended and restated in its entirety as follows:


a) If during the term of this A ...