Exhibit 10.4


















                            CSB FINANCIAL GROUP, INC.

                       1997 NONQUALIFIED STOCK OPTION PLAN



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                            CSB FINANCIAL GROUP, INC.

                       1997 NONQUALIFIED STOCK OPTION PLAN


                                Table of Contents

                                                                           Page


1.       Purpose  

2.       Definitions       

3.       Shares Available under the Plan    

4.       Stock Options     

5.       Transferability   

6.       Change in Control 

7.       Adjustments       

8.       Fractional Shares 

9.       Withholding Taxes 

10.      Effect of Termination of Employment

11.      Administration of the Plan 

12.      Amendments and Other Matters       

13.      Governing Law     



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                            CSB FINANCIAL GROUP, INC.

                       1997 NONQUALIFIED STOCK OPTION PLAN


         1.  Purpose.  The  purpose  of this  CSB  Financial  Group,  Inc.  1997
Nonqualified  Stock Option Plan (the "Plan") is to attract and retain directors,
officers  and  other  key   employees  of  CSB   Financial   Group,   Inc.  (the
"Corporation")  and its Subsidiaries and to provide such persons with incentives
and rewards for superior performance. The effective date of this Plan is January
9, 1997.

         2. Definitions. (a) As used in this Plan:

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

                  "Code"  means the Internal  Revenue  Code of 1986,  as amended
from time to time.

                  "Committee"   means  a   committee   of  not  less   than  two
"Non-Employee  Directors" (as defined in Rule 16b-3(b)(3)(i) under Section 16(b)
of the Exchange Act) appointed by and serving at the pleasure of the Board.

                  "Common  Shares"  means (i)  shares of the Common  Stock,  par
value $.01 per share, of the Corporation and (ii) any security into which Common
Shares  may be  converted  by  reason  of any  transaction  or event of the type
referred to in Section 7 of this Plan.

                  "Date of Grant" means the date specified by the Board on which
a grant of Stock Options shall become effective, which shall not be earlier than
the date on which the Board takes action with respect thereto.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended from time to time.

                  "Market  Value per Share"  means the fair market  value of the
Common Shares as determined by the Board from time to time.

                  "Nonqualified  Option"  means  a  Stock  Option  that  is  not
intended to qualify as a tax-qualified option under Section 422 of the Code.

                  "Optionee" means the person so designated in an Option 
Agreement.

                  "Option Agreement" means the written contract evidencing Stock
Options granted under this Plan.

                  "Option  Price"  means the  purchase  price  payable  upon the
exercise of a Stock Option.

                  "Participant"  means a person who is  selected by the Board to
receive  benefits  under  this  Plan and (i) is at that  time a  director  or an
officer  (including  officers who are also  directors) or other key employees of
the Corporation or any Subsidiary or (ii) has agreed to commence  serving in any
such capacity.

                  "Stock Option" means the right to purchase  Common Shares from
the Corporation  upon the exercise of a Nonqualified  Option granted pursuant to
Section 4 of this Plan.

                  "Subsidiary" means a corporation,  partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest.

                  (b)  As  used  in  this  Plan,   the  terms   "employed"   and
"employment" shall be deemed to refer to service as a nonemployee  director,  as
well as to a traditional employment relationship, as the case may be.

                  1. Shares  Available  under the Plan. 2. Subject to adjustment
as provided in Section 7 of this Plan,  the  aggregate  number of Common  Shares
covered  by  outstanding  Stock  Options  granted  under this Plan and issued or
transferred  upon the  exercise  or payment  thereof  shall not exceed  103,500.
Common  Shares  issued or  transferred  under this Plan may be Common  Shares of
original issuance or Common Shares held in treasury or a combination thereof.
<PAGE>

                  1.       For the purposes of this Section 3:

                  1. Upon  payment in cash of the benefit  provided by any Stock
         Option  granted under this Plan, any Common Shares that were covered by
         that award shall again be available for issuance or transfer hereunder.

                  2. Common  Shares  covered by any Stock Option  granted  under
         this Plan shall be deemed to have been issued or transferred, and shall
         cease to be available for future issuance or transfer in respect of any
         Stock Option  granted  hereunder,  at the earlier of the time when they
         are  actually  issued  or  transferred  or the time when  dividends  or
         dividend equivalents are paid thereon.

                  3. Stock  Options.  The Board may from time to time  authorize
         grants to  Participants of Stock Options upon such terms and conditions
         as the Board may determine in accordance with the following provisions:

                  1. Each grant  shall  specify  the number of Common  Shares to
         which it pertains.

                  2. Each grant shall  specify an Option Price per Common Share,
         which shall be equal to or greater than the fair market value per share
         on the Date of Grant.

                  3. Each grant shall  specify the form of  consideration  to be
         paid in  satisfaction  of the Option Price and the manner of payment of
         such consideration,  which may include (i) cash in the form of currency
         or check or other cash equivalent  acceptable to the Corporation,  (ii)
         nonforfeitable,  unrestricted  Common  Shares that are already owned by
         the optionee and have a value at the time of exercise  that is equal to
         the Option Price,  (iii) any other legal  consideration  that the Board
         may deem  appropriate,  on such  basis as the  Board may  determine  in
         accordance with this Plan and (iv) any combination of the foregoing.

                  4. Any grant may  provide for  deferred  payment of the Option
         Price  from  the  proceeds  of sale  through  a  broker  on the date of
         exercise  of some or all of the  Common  Shares to which  the  exercise
         relates.

                  5.  Successive  grants  may be  made to the  same  Participant
         regardless  of  whether  any Stock  Options  previously  granted to the
         Participant remain unexercised.

                  6. Each grant may  specify a period or  periods of  continuous
         employment of the Optionee by the  Corporation or any  Subsidiary  that
         are necessary  before the Stock Options or  installments  thereof shall
         become exercisable.

                  7. On or after  the Date of Grant  of any  Stock  Option,  the
         Board  may  provide  for  the  payment  to  the  Optionee  of  dividend
         equivalents thereon in cash or Common Shares on a current,  deferred or
         contingent   basis,   or  the  Board  may  provide  that  any  dividend
         equivalents shall be credited against the Option Price.

                  8. No Stock Option  granted  pursuant to this Section 4 may be
         exercised more than 10 years from the Date of Grant.

                  9. Each Stock Option shall be evidenced by a written agreement
         (the "Option  Agreement")  specifying  the Option Price,  the terms for
         payment of the Option Price, the duration of the Stock Option,  and the
         number of shares of Common Stock to which the Stock Option pertains. An
         Option Agreement also may contain an installment  exercise schedule,  a
         noncompetition agreement, a confidentiality  provision,  provisions for
         forfeiture in the event of termination of the Participant's  employment
         with  the  Corporation  or any  of its  subsidiaries,  and  such  other
         restrictions,  conditions and terms, as the Committee shall  determine.
         Option Agreements need not be identical.

                  10. The Committee, in its discretion,  shall have the power to
         accelerate the dates for exercise of any or all Stock  Options,  or any
         part thereof, granted under the Plan.

         5. Transferability. (a) Any grant of a Stock Option under this Plan may
permit the transfer thereof by the Participant upon such terms and conditions as
the Board shall specify.

                  (b) Any grant made under this Plan may provide that all or any
part  of  the  Common  Shares  that  are  to be  issued  or  transferred  by the
Corporation  upon the  exercise  of Stock  Options  shall be  subject to further
restrictions upon transfer.
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                  6.  Change  in  Control.   (a)   Notwithstanding  any  of  the
provisions of the Plan or any Option Agreement,  upon a Change in Control of the
Corporation  (as defined in Section  6(b)) all  outstanding  Stock Options shall
become fully  exercisable and all restrictions  thereon shall terminate in order
that  Optionees  may  fully  realize  the  benefits  thereunder.   Further,  the
Committee, as constituted before such Change in Control, is authorized,  and has
sole  discretion,  as to any Stock  Option,  either  at the time such  Option is
granted  hereunder  or any  time  thereafter,  to  take  any  one or more of the
following actions:  (i) provide for the purchase of any such Stock Option,  upon
the Optionee's  request,  for an amount of cash equal to the difference  between
the exercise  price and the then fair market  value of the Common Stock  covered
thereby  had such  Stock  Option  been  currently  exercisable;  (ii)  make such
adjustment  to any such Stock Option then  outstanding  as the  Committee  deems
appropriate  to reflect  such Change in Control;  and (iii) cause any such Stock
Option  then   outstanding  to  be  assumed,   by  the  acquiring  or  surviving
corporation, after such Change in Control.

                  (b) The term "Change in Control" shall mean the occurrence, at
any time during the specified term of a Stock Option granted under this Plan, of
any of the following events:
                  (i) The  Corporation is merged or  consolidated or reorganized
         into or with another  corporation or other legal person (an "Acquiror")
         and as a result of such merger,  consolidation or  reorganization  less
         than  50%  of  the  outstanding  voting  securities  or  other  capital
         interests of the surviving, resulting or acquiring corporation or other
         person  are  owned  in  the  aggregate  by  the   shareholders  of  the
         Corporation, directly or indirectly,  immediately prior to such merger,
         consolidation  or  reorganization,  other  than  the  Acquiror  or  any
         corporation or other person controlling,  controlled by or under common
         control with the Acquiror;

                  (ii) The  Corporation  sells all or  substantially  all of its
         business  and/or  assets to an Acquiror,  of which less than 50% of the
         outstanding  voting  securities or other capital interests are owned in
         the  aggregate  by the  shareholders  of the  Corporation,  directly or
         indirectly,  immediately prior to such sale, other than the Acquiror or
         any  corporation  or other person  controlling,  controlled by or under
         common control with the Acquiror; or

                  (iii) The election to the Board, without the recommendation or
         approval of the incumbent  Board,  of the lesser of (i) three Directors
         or (ii) Directors constituting a majority of the number of Directors of
         the Corporation then in office.

                  7.  Adjustments.  The  Board  may  make or  provide  for  such
adjustments in the number of Common Shares covered by outstanding  Stock Options
granted  hereunder,  the Option  Prices per Common Share  applicable to any such
Stock  Options,  and the kind of shares  (including  shares of  another  issuer)
covered  thereby,  as the  Board may in good  faith  determine  to be  equitably
required in order to prevent dilution or expansion of the rights of Participants
that  otherwise  would  result  from  (a)  any  stock  dividend,   stock  split,
combination of shares, recapitalization or other change in the capital structure
of the  Corporation  or  (b)  any  merger,  consolidation,  spin-off,  spin-out,
split-off,  split-up,  reorganization,  partial or complete liquidation or other
distribution  of  assets,  issuance  of  warrants  or other  rights to  purchase
securities or any other corporate  transaction or event having an effect similar
to any of the  foregoing.  In the event of any such  transaction  or event,  the
Board may provide in substitution for any or all outstanding Stock Options under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the  circumstances  and may require in connection  therewith the
surrender of all Stock Options so replaced.  Moreover, the Board may on or after
the Date of Grant provide in the Option  Agreement  that the holder of the award
may elect to  receive  an  equivalent  award in  respect  of  securities  of the
surviving  entity of any merger,  consolidation  or other  transaction  or event
having  a  similar  effect,  or the  Board  may  provide  that the  holder  will
automatically  be entitled to receive such an  equivalent  award.  The Board may
also make or provide for such adjustments in the maximum number of Common Shares
specified in Section 3(a) of this Plan as the Board may in good faith  determine
to be appropriate in order to reflect any transaction or event described in this
Section 7.

                  8. Fractional Shares. The Corporation shall not be required to
issue any fractional  Common Shares pursuant to this Plan. The Board may provide
for the elimination of fractions or for the settlement thereof in cash.
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                  9.  Withholding  Taxes.  To the extent that the Corporation is
required to withhold federal,  state,  local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this
Plan,  and the amounts  available to the  Corporation  for the  withholding  are
insufficient,  it shall be a condition to the receipt of any such payment or the
realization  of any such benefit that the  Participant or such other person make
arrangements  satisfactory  to the Corporation for payment of the balance of any
taxes  required  to be  withheld.  At the  discretion  of the  Board,  any  such
arrangements  may  include  relinquishment  of a portion of any such  payment or
benefit.  The Corporation and any Participant or such other person may also make
similar  arrangements  with  respect to the payment of any taxes with respect to
which withholding is not required.

                  10.  Effect  of  Termination  of  Employment.  (a)  Except  as
provided in Sections 6, 10(b), or by the Committee, in its sole discretion,  any
unvested Stock Option held by an optionee whose  employment with the Corporation
and its subsidiaries or service on the Board is terminated for any reason, shall
terminate on the date of termination of employment or service on the Board.

                  (b)  Notwithstanding  any other  provision of this Plan to the
contrary,  in the  event of  termination  of  employment  by  reason  of  death,
disability,  normal  retirement,  early  retirement  with  the  consent  of  the
Corporation,  termination of employment to enter public service with the consent
of the Corporation or leave of absence  approved by the  Corporation,  or in the
event of hardship or other special  circumstances,  of a Participant who holds a
Stock Option that is not  immediately and fully  exercisable,  all Stock Options
held by such optionee  shall become  immediately  exercisable.  Furthermore,  in
connection with the  circumstances set forth in this paragraph (b) the Committee
may take any action that it deems to be equitable under the  circumstances or in
the best interests of the Corporation,  including without  limitation waiving or
modifying  any  limitation or  requirement  with respect to any award under this
Plan. For purposes of this Section 10(b),  "disability" shall mean the inability
of an individual to engage in any substantial  gainful activity by reason of any
medically determinable physical or mental impairment which is expected to result
in death or which has lasted or can be expected to last for a continuous  period
not less than twelve (12) months. The Committee,  in its sole discretion,  shall
determine the date of any disability.

                  (c) Unless  exercised,  a  Participant's  vested Stock Options
shall  terminate and expire 90 days from the date the  Participant's  employment
terminates for any reason. Stock Options, including, without limitation,  vested
Stock Options, shall terminate if the Participant's employment is terminated for
cause. A Participant's  employment shall be deemed  terminated for cause if, and
only if, the  Participant  has: (i) wilfully  neglected  any material  duties of
Participant's  employment or has performed such duties in a grossly  incompetent
manner; (ii) engaged in wilful misconduct in the performance of his duties as an
employee  including,  but without  limiting  the  generality  of the  foregoing,
misappropriation  of  funds  or  property  of the  Corporation  or  securing  or
attempting to secure  personally any profit in connection  with any  transaction
entered into, or proposed to be entered into, by the Corporation;  (iii) engaged
in conduct which could result in prejudice to the  interests of the  Corporation
if he were retained in his position with the  Corporation;  or (iv) violated the
terms of any non-competition  agreement or confidentiality agreement at any time
executed by Participant for the benefit of the Corporation.

                  (d) Stock  Options  are granted to a  Participant  in order to
induce the  Participant  to become or continue as an employee or director of the
Corporation.  Upon the termination of Participant's employment for any reason or
service  as  a  director  (including,  without  limitation,  death,  disability,
resignation, retirement, or at the election of the Corporation), the Corporation
shall have the option (the "Corporation Option"),  exercisable by written notice
to Participant  within 180 days after such  termination of employment or service
as a director,  to purchase all shares of Common Stock owned by a Participant as
a result of his exercise of Stock Options ("Owned  Shares") and to terminate all
vested  stock  options  not  terminated  pursuant  to this  Section  10.  If the
Corporation  exercises the  Corporation  Option,  it shall pay Participant on or
before the Settlement Date (as hereinafter defined) an amount equal to : (A) the
product of (i) the sum of all underlying  shares covered by vested Stock Options
and all Owned Shares,  times (ii) the average closing sales price for a share of
Common  Stock as reported on The Nasdaq Stock Market for the period ended twenty
(20) days prior to  termination  of  employment,  minus (B) the Option  Price of
underlying shares not paid by Participant.  On the Settlement Date,  Participant
shall  deliver  to the  Corporation  any Owned  Shares  being  purchased  by the
Corporation  pursuant to such exercise  concurrently with payment for such Owned
Shares by the  Corporation.  The  "Settlement  Date" shall be within thirty (30)
days after the Corporation exercises the Corporation Option.
<PAGE>


                  11.  Administration  of the  Plan.  (a)  This  Plan  shall  be
administered  by the  Board,  which  may  delegate  any or all of its  authority
hereunder to the Committee. To the extent of any such delegation,  references in
this Plan to the Board  shall be deemed to refer to the  Committee,  unless  the
context requires  otherwise.  A majority of the Board shall constitute a quorum,
and the acts of the members of the Board who are present at any meeting  thereof
at which a quorum is present, or acts unanimously approved by the members of the
Board in  writing,  shall  be the  acts of the  Board.  Subject  to the  express
provisions of the Plan, the Committee may interpret the Plan,  prescribe,  amend
and rescind rules and regulations  relating to it, determine Stock Option grants
and the terms and provisions of Participants'  Option Agreements (which need not
be  identical),  and make such other  determinations  as it deems  necessary  or
advisable for the administration of the Plan.

                  (b) The  interpretation  and  construction by the Board of any
provision of this Plan or any agreement, notification or document evidencing the
grant of Stock  Options  and any  determination  by the  Board  pursuant  to any
provision of this Plan or any such agreement, notification or document, shall be
final and conclusive. No member of the Board shall be liable for any such action
taken or determination made in good faith.

                  12. Amendments and Other Matters. (a) This Plan may be amended
from  time  to time by the  Board  without  the  approval  of the  Corporation's
shareholders,  unless  applicable law or the rules of The Nasdaq Stock Market or
stock  exchange on which the  Corporation's  stock is listed or quoted  requires
shareholder approval.

                  (b) With the  concurrence  of the  affected  Participant,  the
Board may cancel any agreement evidencing Stock Options granted under this Plan.
In the event of any such  cancellation,  the Board may authorize the granting of
new Stock  Options,  which may or may not cover the same number of Common Shares
as had been covered by the canceled Stock Options, at such Option Price, in such
manner and subject to such other terms,  conditions and discretion as would have
been permitted under this Plan had the canceled Stock Options not been granted.

                  (c) The  Board  may grant  under  this  Plan any Stock  Option
authorized  under this Plan in exchange for the surrender and cancellation of an
award that was not  granted  under this Plan,  including  but not  limited to an
award  that was  granted  by the  Corporation  or a  Subsidiary,  or by  another
corporation  that is acquired by the  Corporation  or a Subsidiary  by merger or
otherwise,  prior to the adoption of this Plan by the Board,  and any such award
or  combination  of awards so  granted  under this Plan may or may not cover the
same number of Common Shares as had been covered by the canceled award and shall
be subject to such other terms,  conditions  and  discretion  as would have been
permitted under this Plan had the canceled award not been granted.

                  (d) This Plan shall not confer upon any  Participant any right
with respect to continuance of employment with the Corporation or any Subsidiary
and shall not  interfere in any way with any right that the  Corporation  or any
Subsidiary would otherwise have to terminate any Participant's employment at any
time.

                  13.  Governing  Law.  The  Plan,  and  all  Option  Agreements
hereunder, shall be construed in accordance with and governed by the laws of the
State of Illinois.