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                                                                    EXHIBIT 10.2

                        FIRST FEDERAL FINANCIAL BANCORP, INC.
                                  STOCK OPTION PLAN

                                      ARTICLE I
                              ESTABLISHMENT OF THE PLAN

         First Federal Financial Bancorp, Inc. (the "Corporation") hereby
establishes this Stock Option Plan (the "Plan") upon the terms and conditions
hereinafter stated.


                                      ARTICLE II
                                 PURPOSE OF THE PLAN

         The purpose of this Plan is to improve the growth and profitability 
of the Corporation and its Subsidiary Companies by providing Employees and 
Non-Employee Directors with a proprietary interest in the Corporation as an 
incentive to contribute to the success of the Corporation and its Subsidiary 
Companies, and rewarding those Employees for outstanding performance and the 
attainment of targeted goals.  All Incentive Stock Options issued under this 
Plan are intended to comply with the requirements of Section 422 of the Code, 
and the regulations thereunder, and all provisions hereunder shall be read, 
interpreted and applied with that purpose in mind.

                                     ARTICLE III
                                     DEFINITIONS

         3.01 "Award" means an Option or Stock Appreciation Right granted
pursuant to the terms of this Plan.

         3.02 "Board" means the Board of Directors of the Corporation.

         3.03 "Change in Control of the Corporation" shall be deemed to have 
occurred if: (i) any "person" as such term is used in Sections 13(d) and 
14(d) of the Exchange Act (other than the Corporation and any trustee or 
other fiduciary holding securities under any employee benefit plan of the 
Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 
under the Exchange Act), directly or indirectly, of securities of the 
Corporation representing 25% or more of the combined voting power of the 
Corporation's then outstanding securities; (ii) during any period of two 
consecutive years (not including any period prior to the adoption of the 
Plan), individuals who at the beginning of such period constitute the Board 
of Directors, and any new director whose election by the Board of Directors 
or nomination for election by the Corporation's stockholders was approved by 
a vote of at least two-thirds of the directors then still in office who 
either were directors at the beginning of the two-year period or whose 
election or nomination for election was

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previously so approved, cease for any reason to constitute at least a 
majority of the Board of Directors; (iii) the stockholders of the Corporation 
approve a merger or consolidation of the Corporation with any other 
corporation, other than a merger or consolidation that would result in the 
voting securities of the Corporation outstanding immediately prior thereto 
continuing to represent (either by remaining outstanding or by being 
converted into voting securities of the surviving entity) more than 50% of 
the combined voting power of the voting securities of the Corporation 
outstanding immediately after such merger or consolidation; or (iv) the 
stockholders of the Corporation approve a plan of complete liquidation of the 
Corporation or an agreement for the sale or disposition by the Corporation of 
all or substantially all of the Corporation's assets.  If any of the events 
enumerated in clauses (i) through (iv) occur, the Board shall determine the 
effective date of the Change in Control resulting therefrom for purposes of 
the Plan.

         3.04 "Code" means the Internal Revenue Code of 1986, as amended.

         3.05 "Committee" means a committee of two or more directors
appointed by the Board pursuant to Article IV hereof, each of whom shall be a
Non-Employee Director.

         3.06 "Common Stock" means shares of the common stock, $.01 par
value per share, of the Corporation.

         3.07 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable long-term
disability plan maintained by the Corporation or a Subsidiary Company, or, if no
such plan applies, which would qualify such Employee for disability benefits
under the Federal Social Security System.

         3.08 "Effective Date" means the day upon which the Board approves
this Plan.

         3.09 "Employee" means any person who is employed by the
Corporation or a Subsidiary Company, or is an Officer of the Corporation or a
Subsidiary Company, but not including directors who are not also Officers of or
otherwise employed by the Corporation or a Subsidiary Company.

         3.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         3.11      "Fair Market Value" shall be equal to the fair market value
per share of the Corporation's Common Stock on the date an Award is granted. 
For purposes hereof, the Fair Market Value of a share of Common Stock shall be
the closing sale price of a share of Common Stock on the date in question (or,
if such day is not a trading day in the U.S. markets, on the nearest preceding
trading day), as reported with respect to the principal market (or the composite
of the markets, if more than one) or national quotation system in which such
shares are then traded, or if no such closing prices are reported, the mean
between the high bid and low asked prices that day on the principal market or
national quotation system then in use, or if no such quotations are available,
the price furnished by

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a professional securities dealer making a market in such shares selected by 
the Committee.

         3.12 "Incentive Stock Option" means any Option granted under this
Plan which the Board intends (at the time it is granted) to be an incentive
stock option within the meaning of Section 422 of the Code or any successor
thereto.

         3.13 "Non-Employee Director" means a member of the Board who is
not an Officer or Employee of the Corporation or any Subsidiary Company and
shall include any individual who, at any time after the date of adoption of the
Plan, services the Board in an advisory or emeritus capacity.

         3.14 "Non-Qualified Option" means any Option granted under this
Plan which is not an Incentive Stock Option.

         3.15 "Offering" means the offering of Common Stock to the public
pursuant to a Plan of Conversion adopted by the Savings Bank.

         3.16 "Officer" means an Employee whose position in the
Corporation or Subsidiary Company is that of a corporate officer, as determined
by the Board.

         3.17 "OTS" means the Office of Thrift Supervision.
         

         3.18 "Option" means a right granted under this Plan to purchase
Common Stock.

         3.19 "Optionee" means an Employee or Non-Employee Director or
former Employee or Non-Employee Director to whom an Option is granted under the
Plan.

         3.20 "Retirement" means a termination of employment upon or after
attainment of age sixty-five (65) or such earlier age as may be specified in any
applicable plans or policies maintained by the Corporation or a Subsidiary
Company.

         3.21 "Savings Bank" means First Federal Savings Bank of Ironton,
the wholly-owned subsidiary of the Corporation. 

         3.22 "Stock Appreciation Right" means a right to surrender an
Option in consideration for a payment by the Corporation in cash and/or Common
Stock, as provided in the discretion of the Committee in accordance with Section
8.11.

         3.23 "Subsidiary Companies" means those subsidiaries of the
Corporation, including the Savings Bank, which meet the definition of
"subsidiary corporations" set forth in Section 425(f) of the Code, at the time
of granting of the Option in question.

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                                      ARTICLE IV
                             ADMINISTRATION OF THE PLAN 

         4.01 DUTIES OF THE COMMITTEE.  The Plan shall be administered and 
interpreted by the Committee, as appointed from time to time by the Board 
pursuant to Section 4.02.  The Committee shall have the authority (subject to 
compliance with applicable OTS regulations) to adopt, amend and rescind such 
rules, regulations and procedures as, in its opinion, may be advisable in the 
administration of the Plan, including, without limitation, rules, regulations 
and procedures which (i) deal with satisfaction of an Optionee's tax 
withholding obligation pursuant to Section 12.02 hereof, (ii) include 
arrangements to facilitate the Optionee's ability to borrow funds for payment 
of the exercise or purchase price of an Award, if applicable, from securities 
brokers and dealers, and (iii) include arrangements which provide for the 
payment of some or all of such exercise or purchase price by delivery of 
previously-owned shares of Common Stock or other property and/or by 
withholding some of the shares of Common Stock which are being acquired.  The 
interpretation and construction by the Committee of any provisions of the 
Plan, any rule, regulation or procedure adopted by it pursuant thereto or of 
any Award shall be final and binding in the absence of action by the Board of 
Directors.

         4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE.  The members of the 
Committee shall be appointed by, and will serve at the pleasure of, the 
Board.  The Board from time to time may remove members from, or add members 
to, the Committee, provided the Committee shall continue to consist of two or 
more members of the Board, each of whom shall be a Non-Employee Director.  
The Committee shall act by vote or written consent of a majority of its 
members. Subject to the express provisions and limitations of the Plan, the 
Committee may adopt such rules, regulations and procedures as it deems 
appropriate for the conduct of its affairs.  It may appoint one of its 
members to be chairman and any person, whether or not a member, to be its 
secretary or agent.  The Committee shall report its actions and decisions to 
the Board at appropriate times but in no event less than one time per 
calendar year.

         4.03 REVOCATION FOR MISCONDUCT.  The Board of Directors or the 
Committee may by resolution immediately revoke, rescind and terminate any 
Option, or portion thereof, to the extent not yet vested, or any Stock 
Appreciation Right, to the extent not yet exercised, previously granted or 
awarded under this Plan to an Employee who is discharged from the employ of 
the Corporation or a Subsidiary Company for cause, which, for purposes 
hereof, shall mean termination because of the Employee's personal dishonesty, 
incompetence, willful misconduct, breach of fiduciary duty involving personal 
profit, intentional failure to perform stated duties, willful violation of 
any law, rule, or regulation (other than traffic violations or similar 
offenses) or final cease-and-desist order.  Options granted to a Non-Employee 
Director who is removed for cause pursuant to the Corporation's Certificate 
of Incorporation shall, to the extent not yet vested, terminate as of the 
effective date of such removal.

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         4.04 LIMITATION ON LIABILITY.  Neither the members of the Board of 
Directors nor any member of the Committee shall be liable for any action or 
determination made in good faith with respect to the Plan, any rule, 
regulation or procedure adopted pursuant thereto or for any Awards granted 
hereunder.  If any members of the Board of Directors or a member of the 
Committee is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of anything done or not done by 
him in such capacity under or with respect to the Plan, the Corporation 
shall, subject to the requirements of applicable laws and regulations, 
indemnify such member against all liabilities and expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred by him in connection with such action, suit or 
proceeding if he acted in good faith and in a manner he reasonably believed 
to be in the best interests of the Corporation and its Subsidiary Companies 
and, with respect to any criminal action or proceeding, had no reasonable 
cause to believe his conduct was unlawful.

         4.05 COMPLIANCE WITH LAW AND REGULATIONS.   All Awards granted 
hereunder shall be subject to all applicable federal and state laws, rules 
and regulations and to such approvals by any government or regulatory agency 
as may be required.  The Corporation shall not be required to issue or 
deliver any certificates for shares of Common Stock prior to the completion 
of any registration or qualification of or obtaining of consents or approvals 
with respect to such shares under any federal or state law or any rule or 
regulation of any government body, which the Corporation shall, in its sole 
discretion, determine to be necessary or advisable.  Moreover, no Option or 
Stock Appreciation Right may be exercised if such exercise would be contrary 
to applicable laws and regulations.

         4.06 RESTRICTIONS ON TRANSFER.  The Corporation may place a legend 
upon any certificate representing shares acquired pursuant to an Award 
granted hereunder noting that the transfer of such shares may be restricted 
by applicable laws and regulations.

                                      ARTICLE V
                                     ELIGIBILITY

         Awards may be granted to such Employees or Non-Employee Directors of 
the Corporation and its Subsidiary Companies as may be designated from time 
to time by the Board of Directors or the Committee.  Awards may not be 
granted to individuals who are not Employees or Non-Employee Directors of 
either the Corporation or its Subsidiary Companies.  Non-Employee Directors 
shall be eligible to receive only Non-Qualified Options.

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                                      ARTICLE VI
                           COMMON STOCK COVERED BY THE PLAN

         6.01 OPTION SHARES.  The aggregate number of shares of Common Stock 
which may be issued pursuant to this Plan, subject to adjustment as provided 
in Article IX, shall be 67,178 shares, which is equal to 10.0% of the shares 
of Common Stock issued in the Offering.  None of such shares shall be the 
subject of more than one Award at any time, but if an Option as to any shares 
is surrendered before exercise, or expires or terminates for any reason 
without having been exercised in full, or for any other reason ceases to be 
exercisable, the number of shares covered thereby shall again become 
available for grant under the Plan as if no Awards had been previously 
granted with respect to such shares.  Notwithstanding the foregoing, if an 
Option is surrendered in connection with the exercise of a Stock Appreciation 
Right, the number of shares covered thereby shall not be available for grant 
under the Plan.  During the time this Plan remains in effect, grants to each 
Employee and each Non-Employee Director shall not exceed 25% and 5% of the 
shares of Common Stock available under the Plan, respectively, provided, 
however, that grants in the aggregate to Non-Employee Directors shall not 
exceed 30% of the shares of Common Stock available under the Plan.

         6.02 SOURCE OF SHARES.  The shares of Common Stock issued under the 
Plan may be authorized but unissued shares, treasury shares, shares purchased 
by the Corporation on the open market or from private sources for use under 
the Plan or, if applicable, shares held in a grantor trust created by the 
Corporation.

                                     ARTICLE VII
                                   DETERMINATION OF
                            AWARDS, NUMBER OF SHARES, ETC.

         The Board of Directors or the Committee shall, in its discretion, 
determine from time to time which Employees and Non-Employee Directors will 
be granted Awards under the Plan, the number of shares of Common Stock 
subject to each Award, whether each Option will be an Incentive Stock Option 
or a Non-Qualified Stock Option and the exercise price of an Option.  In 
making determinations with respect to Employees there shall be taken into 
account the duties, responsibilities and performance of each respective 
Employee, his present and potential contributions to the growth and success 
of the Corporation, his salary and such other factors as the Board of 
Directors or the Committee shall deem relevant to accomplishing the purposes 
of the Plan.

                                     ARTICLE VIII
                        OPTIONS AND STOCK APPRECIATION RIGHTS

         Each Option granted hereunder shall be on the following terms and
conditions:

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         8.01 STOCK OPTION AGREEMENT.  The proper Officers on behalf of the 
Corporation and each Optionee shall execute a Stock Option Agreement which 
shall set forth the total number of shares of Common Stock to which it 
pertains, the exercise price, whether it is a Non-Qualified Option or an 
Incentive Stock Option, and such other terms, conditions, restrictions and 
privileges as the Board of Directors or the Committee in each instance shall 
deem appropriate, provided they are not inconsistent with the terms, 
conditions and provisions of this Plan.  Each Optionee shall receive a copy 
of his executed Stock Option Agreement.

         8.02 AWARDS TO EMPLOYEES AND NON-EMPLOYEE DIRECTORS.  Specific 
Awards to Employees and Non-Employee Directors shall be made to such persons 
and in such amounts as are determined by the Board of Directors or the 
Committee. However, Awards equal to 20,153 shares (or 30% of the number of 
shares available under this Plan) shall be made to Non-Employee Directors in 
the aggregate and no individual Non-Employee Director may receive Awards in 
excess of 3,358 shares (or 5% of the number of shares available under this 
Plan).

         8.03 OPTION EXERCISE PRICE.

              (A)  INCENTIVE STOCK OPTIONS.  The per share price at which the 
subject Common Stock may be purchased upon exercise of an Incentive Stock 
Option shall be no less than one hundred percent (100%) of the Fair Market 
Value of a share of Common Stock at the time such Incentive Stock Option is 
granted, except as provided in Section 8.10(b), and subject to any applicable 
adjustment pursuant to Article IX hereof.

              (B)  NON-QUALIFIED OPTIONS.  The per share price at which the 
subject Common Stock may be purchased upon exercise of a Non-Qualified Option 
shall be no less than one hundred percent (100%) of the Fair Market Value of 
a share of Common Stock at the time such Non-Qualified Option is granted, and 
subject to any applicable adjustment pursuant to Article IX hereof.

         8.04  VESTING AND EXERCISE OF OPTIONS.

              (A)  GENERAL RULES.  Incentive Stock Options and Non-Qualified 
Options granted hereunder shall become vested and exercisable at the rate of 
20% per year on each annual anniversary of the date the Option was granted, 
and the right to exercise shall be cumulative.  Notwithstanding the 
foregoing, no vesting shall occur on or after an Employee's employment with 
the Corporation and all Subsidiary Companies is terminated for any reason 
other than his death or Disability.  In determining the number of shares of 
Common Stock with respect to which Options are vested and/or exercisable, 
fractional shares will be rounded up to the nearest whole number if the 
fraction is 0.5 or higher, and down if it is less.

              (B)  ACCELERATED VESTING.  Unless the Committee shall
specifically state

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otherwise at the time an Option is granted, all Options granted hereunder 
shall become vested and exercisable in full on the date an Optionee 
terminates his employment with or service to the Corporation or a Subsidiary 
Company because of his death or Disability.  All options hereunder shall 
become immediately vested and exercisable in full on the date an  Optionee 
terminates his employment or service to the Corporation or a Subsidiary 
Company as the result of a Change in Control of the Corporation if, as of the 
date of such Change in Control of the Corporation, such treatment is either 
authorized or is not prohibited by applicable laws and regulations.

         8.05  DURATION OF OPTIONS.

              (A)  GENERAL RULE.  Except as provided in Sections 8.05(b) and 
8.10, each Option or portion thereof granted to Employees and Non-Employee 
Directors shall be exercisable at any time on or after it vests and becomes 
exercisable until the earlier of (i) ten (10) years after its date of grant 
or (ii) three (3) months after the date on which the Optionee ceases to be 
employed (or in the service of the Board of Directors in the case of 
Non-Employee Directors) by the Corporation and all Subsidiary Companies, 
unless the Board of Directors or the Committee in its discretion decides at 
the time of grant or thereafter to extend such period of exercise upon 
termination of employment or service from three (3) months to a period not 
exceeding one (1) year.

              (B)  EXCEPTIONS.  If an Employee dies while in the employ of 
the Corporation or a Subsidiary Company or terminates employment with the 
Corporation or a Subsidiary Company as a result of Disability without having 
fully exercised his Options, the Optionee or the executors, administrators, 
legatees or distributees of his estate shall have the right, during the 
twelve-month period following the earlier of his death or termination due to 
Disability, to exercise such Options.  If a Non-Employee Director dies while 
serving as a Non-Employee Director or terminates his service to the 
Corporation or a Subsidiary Company as a result of Disability without having 
fully exercised his Options, the Non-Employee Director or the executors, 
administrators, legatees or distributees of his estate shall have the right, 
during the twelve-month period following the earlier of his death or 
termination due to Disability, to exercise such Options.  In no event, 
however, shall any Option be exercisable more than ten (10) years from the 
date it was granted.  In the event of Retirement, an Employee or Non-Employee 
Director shall be entitled to the same time period set forth above in this 
Section 8.05(b) to exercise an Option if, as of the date of such Retirement, 
such treatment is either authorized or is not prohibited by applicable laws 
and regulations.

         8.06 NONASSIGNABILITY.  Options shall not be transferable by an 
Optionee except by will or the laws of descent or distribution, and during an 
Optionee's lifetime shall be exercisable only by such Optionee or the 
Optionee's guardian or legal representative.  Notwithstanding the foregoing, 
or any other provision of this Plan, an Optionee who holds Non-Qualified 
Options may transfer such Options to his or her spouse, lineal ascendants, 
lineal descendants, or to a duly established trust for the benefit of one or 
more of these individuals. Options so transferred may thereafter be 
transferred only to the Optionee who originally received the grant or to an 
individual or trust to whom the Optionee could have

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initially transferred the Option pursuant to this Section 8.06. Options which 
are transferred pursuant to this Section 8.06 shall be exercisable by the 
transferee according to the same terms and conditions as applied to the 
Optionee.

         8.07 MANNER OF EXERCISE.  Options may be exercised in part or in 
whole and at one time or from time to time.  The procedures for exercise 
shall be set forth in the written Stock Option Agreement provided pursuant to 
Section 8.01.

         8.08 PAYMENT FOR SHARES.  Payment in full of the purchase price for 
shares of Common Stock purchased pursuant to the exercise of any Option shall 
be made to the Corporation upon exercise of such Option.  All shares sold 
under the Plan shall be fully paid and nonassessable.  Payment for shares may 
be made by the Optionee in cash or, at the discretion of the Board of 
Directors or the Committee, by delivering shares of Common Stock (including 
shares acquired pursuant to the exercise of an Option) or other property 
equal in Fair Market Value to the purchase price of the shares to be acquired 
pursuant to the Option, by withholding some of the shares of Common Stock 
which are being purchased upon exercise of an Option, or any combination of 
the foregoing.

         8.09 VOTING AND DIVIDEND RIGHTS.  No Optionee shall have any voting 
or dividend rights or other rights of a stockholder in respect of any shares 
of Common Stock covered by an Option prior to the time that his name is 
recorded on the Corporation's stockholder ledger as the holder of record of 
such shares acquired pursuant to an exercise of such Option.

         8.10 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS.  All 
Options issued under the Plan as Incentive Stock Options will be subject, in 
addition to the terms detailed in Sections 8.01 to 8.09 above, to those 
contained in this Section 8.10.

              (A)  Notwithstanding any contrary provisions contained 
elsewhere in this Plan and as long as required by Section 422 of the Code, 
the aggregate Fair Market Value, determined as of the time an Incentive Stock 
Option is granted, of the Common Stock with respect to which Incentive Stock 
Options are exercisable for the first time by the Optionee during any 
calendar year, under this Plan and stock options that satisfy the 
requirements of Section 422 of the Code under any other stock option plan or 
plans maintained by the Corporation (or any parent or Subsidiary Company), 
shall not exceed $100,000.

              (B)  LIMITATION ON TEN PERCENT STOCKHOLDERS.  The price at 
which shares of Common Stock may be purchased upon exercise of an Incentive 
Stock Option granted to an individual who, at the time such Incentive Stock 
Option is granted, owns, directly or indirectly, more than ten percent (10%) 
of the total combined voting power of all classes of stock issued to 
stockholders of the Corporation or any Subsidiary Company, shall be no less 
than one hundred and ten percent (110%) of the Fair Market Value of a share 
of the Common Stock of the Corporation at the time of grant, and such 
Incentive Stock Option shall by its terms not be exercisable after the 
earlier of the date determined under Section

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8.04 or the expiration of five (5) years from the date such Incentive Stock 
Option is granted.

              (C)  NOTICE OF DISPOSITION; WITHHOLDING; ESCROW.  An Optionee 
shall immediately notify the Corporation in writing of any sale, transfer, 
assignment or other disposition (or action constituting a disqualifying 
disposition within the meaning of Section 421 of the Code) of any shares of 
Common Stock acquired through exercise of an Incentive Stock Option within 
two (2) years after the grant of such Incentive Stock Option or within one 
(1) year after the acquisition of such shares, setting forth the date and 
manner of disposition, the number of shares disposed of and the price at 
which such shares were disposed of.  The Corporation shall be entitled to 
withhold from any compensation or other payments then or thereafter due to 
the Optionee such amounts as may be necessary to satisfy any withholding 
requirements of federal or state law or regulation and, further, to collect 
from the Optionee any additional amounts which may be required for such 
purpose.  The Committee may, in its discretion, require shares of Common 
Stock acquired by an Optionee upon exercise of an Incentive Stock Option to 
be held in an escrow arrangement for the purpose of enabling compliance with 
the provisions of this Section 8.10(c).

         8.11 STOCK APPRECIATION RIGHTS.

              (A)  GENERAL TERMS AND CONDITIONS.  The Board of Directors or 
the Committee may, but shall not be obligated to, authorize the Corporation, 
on such terms and conditions as it deems appropriate in each case, to grant 
rights to Optionees to surrender an exercisable Option, or any portion 
thereof, in consideration for the payment by the Corporation of an amount 
equal to the excess of the Fair Market Value of the shares of Common Stock 
subject to the Option, or portion thereof, surrendered over the exercise 
price of the Option with respect to such shares (any such authorized 
surrender and payment being hereinafter referred to as a "Stock Appreciation 
Right").  Such payment, at the discretion of the Board of Directors or the 
Committee, may be made in shares of Common Stock valued at the then Fair 
Market Value thereof, or in cash, or partly in cash and partly in shares of 
Common Stock.

         The terms and conditions set with respect to a Stock Appreciation
Right may include (without limitation), subject to other provisions of this
Section 8.11 and the Plan, the period during which, date by which or event upon
which the Stock Appreciation Right may be exercised (which shall be on the same
terms as the Option to which it relates pursuant to Section 8.04 hereunder); the
method for valuing shares of Common Stock for purposes of this Section 8.11; a
ceiling on the amount of consideration which the Corporation may pay in
connection with exercise and cancellation of the Stock Appreciation Right; and
arrangements for income tax withholding.  The Board of Directors or the
Committee shall have complete discretion to determine whether, when and to whom
Stock Appreciation Rights may be granted.  Notwithstanding the foregoing, the
Corporation may not permit the exercise of a Stock Appreciation Right issued
pursuant to this Plan until the Corporation has been subject to the reporting
requirements of Section 13 of the Exchange Act for a period of at least one year
prior to the exercise of any such Stock Appreciation Right and

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until a Stock Appreciation Right issued pursuant to this Plan has been 
outstanding for at least six months from the date of grant.

              (B)  TIME LIMITATIONS.  If a holder of a Stock Appreciation Right
terminates service with the Corporation, the Stock Appreciation Right may be
exercised only within the period, if any, within which the Option to which it
relates may be exercised.  Notwithstanding the foregoing, any election by an
Optionee to exercise the Stock Appreciation Rights provided in this Plan shall
be made during the period beginning on the third business day following the
release for publication of quarterly or annual financial information required to
be prepared and disseminated by the Corporation pursuant to the requirements of
the Exchange Act and ending on the twelfth business day following such date. 
The required release of information shall be deemed to have been satisfied when
the specified financial data appears on or in a wire service, financial news
service or newspaper of general circulation or is otherwise first made publicly
available.

              (C)  EFFECTS OF EXERCISE OF STOCK APPRECIATION RIGHTS OR OPTIONS. 
Upon the exercise of a Stock Appreciation Right, the number of shares of Common
Stock available under the Option to which it relates shall decrease by a number
equal to the number of shares for which the Stock Appreciation Right was
exercised. Upon the exercise of an Option, any related Stock Appreciation Right
shall terminate as to any number of shares of Common Stock subject to the Stock
Appreciation Right that exceeds the total number of shares for which the Option
remains unexercised.

              (D)  TIME OF GRANT.  A Stock Appreciation Right may be granted
concurrently with the Option to which it relates or at any time thereafter prior
to the exercise or expiration of such Option.

              (E)  NON-TRANSFERABLE.  The holder of a Stock Appreciation Right
may not transfer or assign the Stock Appreciation Right otherwise than by will
or in accordance with the laws of descent and distribution, and during a
holder's lifetime a Stock Appreciation Right may be exercisable only by the
holder.


                                      ARTICLE IX
                           ADJUSTMENTS FOR CAPITAL CHANGES

         The aggregate number of shares of Common Stock available for 
issuance under this Plan, the number of shares to which any Award relates and 
the exercise price per share of Common Stock under any Option shall be 
proportionately adjusted for any increase or decrease in the total number of 
outstanding shares of Common Stock issued subsequent to the effective date of 
this Plan resulting from a split, subdivision or consolidation of shares or 
any other capital adjustment, the payment of a stock dividend, or other 
increase or decrease in such shares effected without receipt or payment of 
consideration by the Corporation.  If, upon a merger, consolidation, 
reorganization, liquidation, recapitalization

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or the like of the Corporation, the shares of the Corporation's Common Stock 
shall be exchanged for other securities of the Corporation or of another 
corporation, each recipient of an Award shall be entitled, subject to the 
conditions herein stated, to purchase or acquire such number of shares of 
Common Stock or amount of other securities of the Corporation or such other 
corporation as were exchangeable for the number of shares of Common Stock of 
the Corporation which such optionees would have been entitled to purchase or 
acquire except for such action, and appropriate adjustments shall be made to 
the per share exercise price of outstanding Options.  Notwithstanding any 
provision to the contrary, the exercise price of shares subject to 
outstanding Awards may be proportionately adjusted upon the payment of a 
special large and nonrecurring dividend that has the effect of a return of 
capital to the stockholders.

                                      ARTICLE X
                        AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, by resolution, at any time terminate or amend the 
Plan with respect to any shares of Common Stock as to which Awards have not 
been granted, subject to regulations of the OTS and any required stockholder 
approval or any stockholder approval which the Board may deem to be advisable 
for any reason, such as for the purpose of obtaining or retaining any 
statutory or regulatory benefits under tax, securities or other laws or 
satisfying any applicable stock exchange listing requirements.  The Board may 
not, without the consent of the holder of an Award, alter or impair any Award 
previously granted or awarded under this Plan as specifically authorized 
herein.

                                      ARTICLE XI
                                  EMPLOYMENT RIGHTS

         Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create any
right on the part of any Employee or Non-Employee Director of the Corporation or
a Subsidiary Company to continue in such capacity.


                                     ARTICLE XII
                                     WITHHOLDING

         12.01 TAX WITHHOLDING.  The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the Corporation
the amount required to be withheld as a condition to delivering the shares
acquired pursuant to an Award.  The Corporation also may withhold or collect
amounts with respect to a disqualifying disposition of shares of Common Stock

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acquired pursuant to the exercise of an Incentive Stock Option, as provided in
Section 8.10(c).

         12.02 METHODS OF TAX WITHHOLDING.  The Board of Directors or the
Committee is authorized to adopt rules, regulations or procedures which provide
for the satisfaction of an Optionee's tax withholding obligation by the
retention of shares of Common Stock to which the Employee would otherwise be
entitled pursuant to an Award and/or by the Optionee's delivery of
previously-owned shares of Common Stock or other property.


                                     ARTICLE XIII
                           EFFECTIVE DATE OF THE PLAN; TERM

         13.01     EFFECTIVE DATE OF THE PLAN.  This Plan shall become
effective on the Effective Date, and Awards may be granted hereunder as of or
after the Effective Date and prior to the termination of the Plan, provided that
no Incentive Stock Option issued pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders of the
outstanding voting shares of the Corporation at a meeting of stockholders of the
Corporation held within twelve (12) months of the Effective Date.
Notwithstanding the foregoing or anything to the contrary in this Plan, the
implementation of this Plan and any Awards granted pursuant hereto shall be
subject to the non-objection of the OTS in the first year after the completion
of the Offering and to the approval of the Corporation's stockholders.

         13.02     TERM OF PLAN.  Unless sooner terminated, this Plan shall 
remain in effect for a period of ten (10) years ending on the tenth 
anniversary of the Effective Date.  Termination of the Plan shall not affect 
any Awards previously granted and such Awards shall remain valid and in 
effect until they have been fully exercised or earned, are surrendered or by 
their terms expire or are forfeited.

                                     ARTICLE XIV
                                    MISCELLANEOUS

         14.01     GOVERNING LAW.  To the extent not governed by federal law,
this Plan shall be construed under the laws of the State of Ohio.

         14.02     PRONOUNS.  Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.


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