Executive Supplemental Benefit Agreement

AMENDMENT NO. 1 TO
EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT


WILLIAM J. HARR, JR.


2


AMENDMENT NO. 1
TO
EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT


The term "Change in Control, " "Change in Control of the Bank" or "Change in Control of the Corporation" as used in this Executive Supplemental Benefit Agreement (the "Agreement")] is amended effective as of this 16th day of July, 1997 to read as set forth hereinafter. From and after the date hereof, any reference herein or in the Agreement to the "Corporation" or the "Company" shall mean Emerald Financial Corp., an Ohio corporation, and any reference to the "Bank" shall mean The Strongsville Savings Bank, an Ohio-chartered savings and loan association.


For purposes of the Agreement, a "Change in Control" shall mean:


(i) The acquisition by a person or persons acting in concert of the
power to vote twenty five percent (25%) or more of a class of
the Corporation's voting securities, or the acquisition by a
person of the power to direct the Corporation's management or ...