FFD FINANCIAL CORPORATION
                2002 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


     1. Purpose. The purpose of the FFD Financial Corporation 2002 Stock Option
Plan for Non-Employee Directors (this "Plan") is to promote and advance the
interests of FFD Financial Corporation (the "Company") and its shareholders by
enabling the Company to attract, retain and reward qualified and experienced
persons to serve as directors of the Company and any Subsidiary (hereinafter
defined), and to strengthen the mutuality of interests between such directors
and the Company's shareholders by providing such persons with a proprietary
interest in pursuing the long-term growth, profitability and financial success
of the Company.

     2. Definitions. For purposes of this Plan, the following terms shall have
the meanings set forth below:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Code" means the Internal Revenue Code of 1986, as amended, or any
     successor thereto, together with rules, regulations and interpretations
     promulgated thereunder.

          (c) "Common Shares" means the common shares, no par value per share,
     of the Company or any security of the Company issued in substitution, in
     exchange or in lieu thereof.

          (d) "Company" means FFD Financial Corporation, an Ohio corporation, or
     any successor corporation.

          (e) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, or any successor statute.

          (f) "Fair Market Value" shall be determined as follows:

                    (i) If the Common Shares are quoted on The Nasdaq Stock
               Market at the time of the grant of the Stock Option, then the
               Fair Market Value shall be the mean between the closing high bid
               and low asked quotation with respect to a Common Share on such
               date on The Nasdaq Stock Market.

                    (ii) If the Common Shares are not quoted on The Nasdaq Stock
               Market, then the Fair Market Value shall be as determined by the
               Board.

          (g) "Participant" means a director of the Company or a Subsidiary who
     is granted an Award under this Plan.




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          (h) "Plan" means the FFD Financial Corporation 2002 Stock Option Plan
     for Non-Employee Directors, as set forth herein and as it may be hereafter
     amended from time to time.

          (i) "Stock Option" means an award to purchase Common Shares granted
     pursuant to the provisions of this Plan.

          (j) "Subsidiary" means any corporation or entity in which the Company
     directly or indirectly controls 50% or more of the total voting power of
     all classes of its stock having voting power and includes, without
     limitation, First Federal Community Bank.

          (k) "Terminated for Cause" means any removal of a director for
     personal dishonesty, incompetence, willful misconduct, breach of fiduciary
     duty involving personal profit, intentional failure to perform stated
     duties, willful violation of a material provision of any law, rule or
     regulation (other than traffic violations or similar offenses), a material
     violation of a final cease-and-desist order or any other action of a
     director which results in a substantial financial loss to the Company or a
     Subsidiary.

     3. Administration.

          (a) This Plan shall be administered by the Board, which is authorized
     to construe and interpret this Plan and to make all other determinations
     necessary or advisable for the administration of this Plan. Any
     determination, decision or action of the Board in connection with the
     construction, interpretation, administration, or application of this Plan
     shall be final, conclusive and binding upon all Participants in this Plan
     and any person validly claiming under or through a Participant in this
     Plan. The Company shall effect the granting of Stock Options under this
     Plan in accordance with the determinations made by the Board, by execution
     of instruments in writing in such form as approved by the Board.

     4. Duration of, and Common Shares Subject to, this Plan.

          (a) Term. This Plan shall terminate on October 15, 2012, except with
     respect to Stock Options then outstanding.

          (b) Common Shares Subject to Plan. The maximum number of Common Shares
     in respect of which Stock Options may be granted under this Plan is Twelve
     Thousand Two Hundred and Fifty (12,250), subject to adjustment as provided
     in Section 9 of this Plan.

     For the purpose of computing the total number of Common Shares available
for Stock Options under this Plan, there shall be counted against the foregoing
limitations the number of Common Shares subject to issuance upon the exercise or
settlement of Stock Options as of the dates on which such Stock Options are
granted. If any Stock Options are forfeited, terminated or


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exchanged for other Stock Options, or expire unexercised, the Common Shares
which were theretofore subject to such Stock Options shall again be available
for Stock Options under this Plan to the extent of such forfeiture, termination
or expiration of such Stock Options.

     Common Shares which may be issued under this Plan may be either authorized
and unissued shares or issued shares which have been reacquired by the Company.
No fractional shares shall be issued under this Plan.

     5. Eligibility and Grants. Persons eligible for Stock Options under this
Plan shall consist of directors of the Company or a Subsidiary whose performance
or potential contribution, in the judgment of the Board, will benefit the future
success of the Company or a Subsidiary. In selecting the directors to whom Stock
Options will be awarded and the number of shares subject to such Stock Options,
the Board shall consider the position, duties and responsibilities of the
eligible directors, the value of their services to the Company and the
Subsidiaries and any other factors the Board may deem relevant.

     6. Stock Options. Stock Options granted under this Plan shall be subject to
the following terms and conditions as the Board shall deem desirable:

          (a) Grant. Stock Options may be granted under this Plan on terms and
     conditions not inconsistent with the provisions of this Plan and in such
     form as the Board may from time to time approve and shall contain such
     additional terms and conditions not inconsistent with the express
     provisions of this Plan.

          (b) Stock Option Price. The option exercise price per Common Share
     purchasable under a Stock Option shall be determined by the Board at the
     time of grant; provided, however, that in no event shall the exercise price
     of a Stock Option be less than 100% of the Fair Market Value of the Common
     Shares on the date of the grant of such Stock Option.

          (c) Stock Option Terms. Subject to the right of the Company to provide
     for earlier termination in the event of any merger, acquisition or
     consolidation involving the Company, the term of each Stock Option shall be
     fixed by the Board.

          (d) Exercisability. Except as set forth in Section 7 of this Plan,
     Stock Options awarded under this Plan shall become exercisable at the rate
     of one-fifth per year commencing on the date that is one year after the
     date of the grant of the Stock Option and shall be subject to such other
     terms and conditions as shall be determined by the Board at the date of
     grant.

          (e) Method of Exercise. A Stock Option may be exercised, in whole or
     in part, by giving written notice of exercise to the Company specifying the
     number of Common Shares to be purchased. Such notice shall be accompanied
     by payment in full of the purchase price in cash or, if acceptable to the
     Board in its sole discretion, in Common Shares already owned by the
     Participant, or by surrendering outstanding Stock


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<PAGE>



     Options. The Board may also permit Participants, either on a selective or
     aggregate basis, to simultaneously exercise Stock Options and sell Common
     Shares thereby acquired, pursuant to a brokerage or similar arrangement,
     approved in advance by the Board, and use the proceeds from such sale as
     payment of the purchase price of such shares. The grant of any Stock Option
     under this Plan payable in cash is provisional until cash is paid in
     settlement thereof. The grant of any Stock Option payable in Common Shares
     is provisional until the Participant becomes entitled to the certificate in
     settlement thereof.

     7. Termination of Directorship.

          (a) Except in the event of the death or disability of a Participant,
     upon the resignation, removal or retirement from the board of directors of
     the Company or any Subsidiary of any Participant, any Stock Option which
     has not yet become exercisable shall thereupon terminate and be of no
     further force or effect, and, subject to extension by the Board, any Stock
     Option which has become exercisable shall terminate if it is not exercised
     within 12 months of such resignation, removal or retirement.

          (b) Unless the Board shall specifically state otherwise at the time an
     Stock Option is granted, all Stock Options granted under this Plan shall
     become exercisable in full on the date of termination of a Participant's
     directorship with the Company or a Subsidiary because of his death or
     disability, and, subject to extension by the Board, all Stock Options shall
     terminate if not exercised within 12 months of the Participant's death or
     disability.

          (c) In the event the directorship of a Participant is Terminated for
     Cause, any Stock Option which has not been exercised shall terminate as of
     the date of such termination for cause.

     8. Non-transferability of Stock Options. No Stock Option under this Plan,
and no rights or interests therein, shall be assignable or transferable by a
Participant except by will or the laws of descent and distribution. During the
lifetime of a Participant, Stock Options are exercisable only by, and payments
in settlement of Stock Options will be payable only to, the Participant or his
or her legal representative.

     9. Adjustments Upon Changes in Capitalization.

          (a) The existence of this Plan and the Stock Options granted hereunder
     shall not affect or restrict in any way the right or power of the Board or
     the shareholders of the Company to make or authorize the following: any
     adjustment, recapitalization, reorganization or other change in the
     Company's capital structure or its business; any merger, acquisition or
     consolidation of the Company; any issuance of bonds, debentures, preferred
     or prior preference stocks ahead of or affecting the Company's capital
     stock or the rights thereof; the dissolution or liquidation of the Company
     or any sale or transfer of all or any part of its assets or business; or
     any other corporate act or proceeding, including any merger or acquisition
     which would result in the exchange of cash, stock of another


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     company or options to purchase the stock of another company for any Stock
     Option outstanding at the time of such corporate transaction or which would
     involve the termination of all Stock Options outstanding at the time of
     such corporate transaction.

          (b) In the event of any change in capitalization affecting the Common
     Shares of the Company, such as a stock dividend, stock split,
     recapitalization, merger, consolidation, split-up, combination or exchange
     of shares or other form of reorganization, or any other change affecting
     the Common Shares, such proportionate adjustments, if any, as the Board in
     its discretion may deem appropriate to reflect such change shall be made
     with respect to the aggregate number of Common Shares for which Stock
     Options in respect thereof may be granted under this Plan, the maximum
     number of Common Shares which may be sold or awarded to any Participant,
     the number of Common Shares covered by each outstanding Stock Option, and
     the exercise price per share in respect of outstanding Stock Options.

          (c) The Board may also make such adjustments in the number of shares
     covered by, and the exercise price or other value of, any outstanding Stock
     Options in the event of a spin-off or other distribution (other than normal
     cash dividends) of Company assets to shareholders.

     10. Amendment and Termination of this Plan. The Board may at any time
terminate this Plan or may amend it from time to time in such respects as the
Board may deem advisable; provided, however, that no such action shall affect or
in any way impair the rights of a Participant under any Stock Option previously
granted under this Plan without the consent of the affected Participant. The
above notwithstanding, the Board may amend this Plan to take into account
changes in applicable securities, federal income tax and other applicable laws.

     11. Modification of Stock Options. The Board may approve the modification
of any outstanding Stock Option which the Board believes to be in the best
interests of the Company; provided, however, that no such modification,
extension or renewal shall reduce the exercise price or confer on the holder of
such Stock Option any right or benefit which could not be conferred on him by
the grant of a new Stock Option at such time and shall not materially decrease
the Participant's benefits under the Stock Option without the consent of the
holder of the Stock Option, except as otherwise permitted under this Plan.

     12. Miscellaneous.

          (a) Tax Withholding. The Company shall have the right to deduct from
     any settlement, including the delivery or vesting of Common Shares, made
     under this Plan any federal, state or local taxes of any kind required by
     law to be withheld with respect to such payments or to take such other
     action as may be necessary in the opinion of the Company to satisfy all
     obligation for the payment of such taxes. If Common Shares are used to
     satisfy tax withholding, such shares shall be valued based on the Fair
     Market Value when the tax withholding is required to be made.


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          (b) Securities Law Restrictions. No Common Shares shall be issued
     under this Plan unless counsel for the Company shall be satisfied that such
     issuance will be in compliance with applicable federal and state securities
     laws. Certificates for Common Shares delivered under this Plan may be
     subject to such stock-transfer orders and other restrictions as the Board
     may deem advisable under the rules, regulations, and other requirements of
     the Securities and Exchange Commission, any stock exchange upon which the
     Common Shares are then listed, and any applicable federal or state
     securities law. The Board may cause a legend or legends to be put on any
     such certificates to make appropriate reference to such restrictions.

          (c) Stock Option Agreement. Each Participant receiving a Stock Option
     under this Plan shall enter into an agreement with the Company in a form
     specified by the Board agreeing to the terms and conditions of the Stock
     Option and such related matters as the Board shall, in its sole discretion,
     determine.

          (d) Cost of Plan. The costs and expenses of administering this Plan
     shall be borne by the Company.

          (e) Governing Law. This Plan and all actions taken hereunder shall be
     governed by and construed in accordance with the laws of the State of Ohio,
     except to the extent that federal law shall be deemed applicable.

          (f) Effective Date. This Plan shall be effective as of October 15,
     2002.


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