Confidential Separation Agreement And General Release

EXHIBIT 10

July 30, 2007

Mr. Philip Kinley
2176 Heron Lane
Marion, OH 43302

Re: Confidential Separation Agreement And General Release

Dear Phil,

This letter constitutes a Confidential Separation Agreement and General Release (“Agreement”) between you on one side and Commercial Savings Bank, its corporate holding Company, Commercial Bancshares, Inc., and their respective affiliates, officers, directors, and shareholders (collectively, “we”, “us”, “our” or “ours”).

By way of background, you have resigned from your employment by us effective as of June 30, 2007 (“Resignation Date”). You desire to secure the severance benefits provided in this Agreement, and recognize that the severance benefits provide value to which you would not otherwise be entitled. Finally, you and we desire to effect a final settlement of all matters relating to your employment by us.

Based upon the foregoing and in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, you and we agree to the following:

1.

Neither this Agreement nor any action under this Agreement shall in any way be construed as an admission by either you or us of any liability, wrongdoing or violation of law, regulation, contract or policy.

2.

We will pay or provide you the following in final settlement of all claims that you may have against us (collectively “severance payments”):

	(a)		We will pay to you a salary of $12,166.67 per month for a period of twelve (12) months from the Resignation Date (“Severance Period”). You and we agree that the payments are allocated 25% to salary continuation and 75% to your covenant not to compete with us. Federal, state, and local taxes, and social security contributions will be withheld from the payments allocated to salary. Payments allocated to the covenant not to compete will be reported on IRS Form 1099.
	(b)		You may participate in the family group health, disability, and other health and welfare insurance plans made available to our employees until the earliest to occur of [1] the expiration of one year following the Resignation Date or [2] the date on which you agree to new employment.
	(c)		We will continue to pay your Marion Country Club membership as a part of CSB’s corporate membership until December 31, 2008.
	(d)		You will be paid no wages, bonuses, benefits, compensation or remuneration, other value of any kind subsequent to the Resignation Date other than the items expressly listed in items (a) and (b) above.

3.

You hereby resign as an employee of ours. You hereby decline reelection, reinstatement, employment and rehire by us and waive all rights to claim such relief. You agree never to seek or apply for the position of director or employee of any of us. If we merge with, purchase, or enter into any other business combination with your then-current employer, this paragraph shall not apply.

4.

This Agreement is confidential. You shall not disclose this Agreement in any way to any person other than your spouse, legal counsel and tax advisor. If you disclose this Agreement to your spouse, legal counsel or tax advisor, you shall ensure that they will be similarly bound to protect its confidentiality and that a breach of this paragraph by your spouse, legal counsel or tax advisor shall be considered a breach of this paragraph by you. Notwithstanding this paragraph, you may disclose paragraph 6 of this Agreement to a potential employer. You and we agree to direct all external communications regarding you and your employment with us (other than the initial press release) to Stanley Kinnett, Vice Chairman of the Board of Directors, or others for which we have given you written notice.

5.

You represent that you have not filed any pending complaint, charge, claim or grievance against us with any local, state or federal agency, court or commission.

6.

(a) You acknowledge the following:

(i)

As a result of your employment with us, you have obtained secret and confidential information concerning our businesses (“Confidential Information”), including, without limitation, the operations, finances, business plans, product and process specifications, costs, price, profitability,

			sales information, the identity of potential acquisitions, and the identity of customers and sources of supply including their needs, requirements, and the nature and extent of contracts with them;
	(ii)		You acknowledge that we will suffer substantial damage that will be difficult to compute if you enter into a Competing Business (as defined in paragraph 6(d)(i)), or if you disclose Confidential Information; and
	(iii)		This Agreement is reasonable and necessary for the protection of our businesses and the businesses of our subsidiaries and divisions.

	(b)		You will not use for your own benefit or disclose any Confidential Information without our express written consent.
	(c)		You warrant that you have delivered to us all of our property, including without limitation all memoranda, notes, files, computers, cell phones or ot