1 EXHIBIT (10m) Amendment dated February 1, 1994, to the Consulting Agreement Among CoBancorp Inc., PremierBank & Trust and Robert T. Bowman 54 2 [PREMIERBANK & TRUST LETTERHEAD] February 1, 1994 Mr. John S. Kreighbaum President and Chief Executive Officer Premier Bank & Trust 124 Middle Avenue Elyria, Ohio 44035 RE: CONSULTING AGREEMENT Dear John: This letter, when signed by you in your capacity as President and Chief Executive Officer of PremierBank & Trust (the "Bank") and President and Chief Executive Officer of CoBancorp Inc. (the "Holding Company"), will constitute an amendment to the Consulting Agreement (the "Agreement") relating to my serving as a consultant for the Bank and the Holding Company. Effective February 1, 1994, the term of the Agreement shall be extended an additional year. If this letter correctly sets forth your agreement with respect to the subject matter hereof, please execute the enclosed copy where indicated below and return it to me. Very truly yours, Robert T. Bowman ------------------------------ Robert T. Bowman RTB:lg (continued on Page 2) 55 3 Mr. John S. Kreighbaum President and Chief Executive Officer PremierBank & Trust CoBancorp Inc. February 1, 1994 The foregoing correctly sets forth our agreement with respect to the subject matter hereof dated February 1, 1992. CoBancorp Inc. PremierBank & Trust By: John S. Kreighbaum By: John S. Kreighbaum -------------------------- ---------------------------- John S. Kreighbaum John S. Kreighbaum President and Chief Executive President and Chief Executive Officer Officer By: Lois E. Gunning By: Lois E. Gunning -------------------------- ---------------------------- Lois E. Gunning Lois E. Gunning Corporate Secretary Corporate Secretary 56