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EXHIBIT 10.4 - THE MERCHANTS NATIONAL BANK OF HILLSBORO, OHIO EXECUTIVE
               INVESTMENT PLAN


                           THE MERCHANTS NATIONAL BANK
                               OF HILLSBORO, OHIO
                            EXECUTIVE INVESTMENT PLAN

                         EFFECTIVE AS OF JANUARY 1, 1997




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                                TABLE OF CONTENTS
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         ARTICLE                                                                                   PAGE
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         ARTICLE I

             PURPOSE..................................................................................1

         ARTICLE II

             DEFINITIONS AND CONSTRUCTION.............................................................1

         ARTICLE III

             OPTION GRANT.............................................................................3

         ARTICLE IV

             OPTION EXERCISE..........................................................................5

         ARTICLE V

             AMENDMENT OR TERMINATION.................................................................7

         ARTICLE VI

             ADMINISTRATION...........................................................................8

         ARTICLE VII

             TRUST PROVISIONS........................................................................10

         ARTICLE VIII

             MISCELLANEOUS PROVISIONS................................................................10

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                           THE MERCHANTS NATIONAL BANK
                               OF HILLSBORO, OHIO
                            EXECUTIVE INVESTMENT PLAN

                                    ARTICLE I

                                     PURPOSE

         1.1 PURPOSE. The purpose of the Plan is to provide additional
compensation to certain key individuals, commensurate with their contributions
to the success of the Employer, in a form that will provide incentives and
rewards for superior performance, encourage the recipients to continue in the
employment of the Employer, and allow the recipients to diversify their
investment portfolios.

         1.2 INTENT. The Plan is intended to be an unfunded plan maintained by
the Employer primarily for a select group of management or highly compensated
employees within the meaning of ERISA. The Plan is also intended to be a
nonqualified stock option plan within the meaning of section 83 of the Code.

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

         2.1 DEFINITIONS. As used herein, the following capitalized words and
phrases shall have the respective meanings set forth below:

                  "BENEFICIARY" means the person or persons designated by a
         Participant, pursuant to Section 3.7, to exercise an Option after the
         Participant's death.

                  "BOARD OF DIRECTORS" or "BOARD" means the board of directors
         of the Employer.

                  "CHANGE OF CONTROL" means any change in (a) the effective
         control of the Employer, or (b) the ownership of a substantial portion
         of the assets of the Employer, as defined under section 280G of the
         Code, except as otherwise provided by written agreement executed by the
         Employer and a Participant prior to such Change of Control.

                  "CODE" means the Internal Revenue Code of 1986, any amendments
         thereto, and any regulations or rulings issued thereunder.

                  "COMMITTEE" means the Salary & Personnel Committee appointed
         in accordance with Section 6.1.

                  "EFFECTIVE DATE" means January 1, 1997.



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                  "EMPLOYEE" means any individual who is employed by the
         Employer.

                  "EMPLOYER" means The Merchants National Bank of Hillsboro,
         Ohio, and any successor thereto.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, any amendments thereto, and any regulations or rulings issued
         thereunder.

                  "EXERCISE PERIOD" means the period during which a Participant
         may exercise an Option, as determined under Section 4.1.

                  "EXERCISE PRICE" means the price to be paid by a Participant
         to exercise an Option, as determined under Section 3.3.

                  "FAIR MARKET VALUE" means the closing price of a share of
         Stock reflected in the consolidated trading tables of The Wall Street
         Journal (presently the NYSE-Composite Transactions), or other
         recognized market source, as determined by the Committee, on the
         applicable date of reference hereunder, or if there is no sale on such
         date, then the closing price on the last previous day on which a sale
         is reported.

                  "GRANT DATE" means, with respect to any Option, the date on
         which the Option Agreement is executed by the Employer and the
         Participant.

                  "OPTION" means the right of a Participant, granted by the
         Employer in accordance with Section 3.2, to purchase Stock from the
         Employer at the Exercise Price.

                  "OPTION AGREEMENT" means an agreement setting forth the terms
         of an Option executed by the Employer and a Participant pursuant to
         Section 3.2.

                  "PARTICIPANT" means any Employee who has been granted Options
         in accordance with the Plan and whose Options have not been exercised
         in full.

                  "PLAN" means The Merchants National Bank of Hillsboro, Ohio
         Executive Investment Plan, as set forth herein and from time to time
         amended.

                  "STOCK" means shares of common or preferred stock of a
         corporation listed on a national securities exchange or shares of a
         regulated investment company designated by the Committee as subject to
         purchase through the exercise of an Option.

                  "TERMINATION OF EMPLOYMENT" means an Employee's separation
         from the service of the Employer (including all subsidiaries and
         affiliates of the Employer) by reason of resignation, discharge, death
         or other termination, or upon the Committee's determination that the
         Employee is unable to continue to perform his regular duties on account
         of disability. The Committee may, in its discretion, determine whether
         any leave or other absence from service constitutes a Termination of
         Employment for purposes of the Plan.



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                  "TRUST" means the trust that may be established pursuant to
         Article VII to hold the Stock that is subject to purchase through the
         exercise of an Option.

                  "TRUST AGREEMENT" means an agreement setting forth the terms
         of the Trust established pursuant to Article VII.

                  "TRUST FUND" means the Stock subject to an Option that is held
         in the Trust.

                  "TRUSTEE" means the persons or institution acting as trustee
         of the Trust.

         2.2 HEADINGS. The headings of Articles, Sections and Paragraphs are
solely for convenience of reference. If there is any conflict between such
headings and the text of this Plan, the text shall control.

         2.3 GENDER. Unless the context clearly requires a different meaning,
all pronouns shall refer indifferently to persons of any gender.

         2.4 SINGULAR AND PLURAL. Unless the context clearly requires a
different meaning, singular terms shall also include the plural and vice versa.

                                   ARTICLE III

                                  OPTION GRANT

         3.1 ELIGIBILITY. Options may be granted to any Employee selected by the
Committee from the executive officers and other key employees of the Employer
who occupy senior managerial or professional positions and who have the
capability of making a substantial contribution to the success of the Employer.
In making this selection and in determining the form and amount of Options, the
Committee shall consider any factors that it deems relevant, including the
individual's functions, responsibilities, value of services to the Employer and
past and potential contributions to the Employer's profitability and growth.

         3.2 GRANT OF OPTIONS. Options may be granted by the Committee at any
time on or after the Effective Date and prior to the termination of the Plan.
Options shall become effective upon the execution by Employer and the
Participant of an Option Agreement specifying the Stock, the number of shares
subject to the Option, the Exercise Price, and such other terms and in such form
as the Committee may from time to time determine in accordance with the Plan.

         3.3 EXERCISE PRICE. The Exercise Price shall be initially determined by
the Committee based upon the Fair Market Value of the Stock on the Grant Date.
The Exercise Price shall be subsequently adjusted in the following manner, or as
otherwise provided in the Option Agreement:

              (a) The Employer agrees that all income, including dividends and
         other cash distributions received, with respect to the Stock shall be
         reinvested in Stock of the same kind and that such additional Stock
         shall become subject to the same Option. On the last day of each
         calendar year, on the date any Option (or portion thereof) is
         exercised, or on






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         any other date determined by the Committee, the Committee shall adjust
         the Exercise Price to maintain a 25% ratio to the Fair Market Value of
         the Stock.

              (b) In the event of a stock dividend, stock split, reverse stock
         split, rights offering, return of capital distribution,
         recapitalization or similar transaction that materially affects the
         Fair Market Value of the Stock, the Committee shall adjust the Exercise
         Price so that it retains the same ratio to the Fair Market Value of the
         Stock as existed immediately before such transaction.

         3.4 CONDITIONS OF GRANT. As a condition to the grant of a Stock Option,
the Committee may, in its discretion, require a Participant to enter into one or
more of the following agreements with the Employer on or before the Grant Date:

                  (a) A covenant not to compete with the Employer, which shall
         become effective on the date of Termination of Employment of the
         Participant with the Employer and which shall contain such terms and
         conditions as may be required by the Committee.

                  (b) An agreement to remain in the employ of the Employer for
         at least six months after the Grant Date of an Option.

         3.5 STOCK MAY BE HELD IN TRUST. Upon the grant of an Option, the
Employer may acquire the Stock and may contribute it to a Trust as soon as
practicable after the Grant Date. At the time contributed to the Trust, the
Stock shall not be subject to any security interest, whether or not perfected,
or to any option or contract under which any other person may acquire any
interest in it, except as otherwise provided in Section 7.2.

         3.6 SUBSTITUTION OF ASSETS. The Committee may, in its discretion, after
consultation with the Participant, substitute Stock of equal Fair Market Value
for any Stock subject to purchase through the exercise of an Option.

         3.7 DESIGNATION OF BENEFICIARY. As soon as practicable after the grant
of an Option, the Participant shall designate one or more Beneficiaries and
successor Beneficiaries, and may change a Beneficiary designation at any time,
by filing the prescribed form with the Committee. The consent of the
Participant's current Beneficiary shall not be required for a change of
Beneficiary. No Beneficiary shall have any rights under the Plan or an Option
Agreement during the lifetime of the Participant, except as may otherwise be
provided in Section 3.9.

                  (a) The Beneficiary of a Participant who dies without having
         designated a Beneficiary in accordance with this Section 3.7 and who is
         lawfully married on the date of death shall be the Participant's
         surviving spouse.

                  (b) The Beneficiary of any other Participant who dies without
         having designated a Beneficiary in accordance with this Section 3.7
         shall be the Participant's estate.

         3.8 GENERAL NON-TRANSFERABILITY. No Option granted under this Plan may
be transferred, assigned, or alienated (whether by operation of law or
otherwise), except as provided





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herein, and no Option shall be subject to execution, attachment or similar
process. An Option may be exercised only by the Participant (the Participant's
Beneficiary pursuant to Section 3.7, or the Participant's assignee pursuant to
Section 3.9).

         3.9 PERMITTED TRANSFERS. Notwithstanding the provisions of Section 3.8,
a Participant may at any time prior to death, assign all or any portion of an
Option to:

                  (a)  the Participant's spouse or lineal descendants,

                  (b) the trustee of a trust for the primary benefit of the
         Participant's spouse or lineal descendants,

                  (c) a partnership of which the Participant's spouse and lineal
         descendants are the only partners, or

                  (d) a tax exempt organization as described in Section
         501(c)(3) of the Code.

         Any such assignment shall be permitted only if an assignment is
expressly permitted in the Option Agreement, or approved in writing by the
Committee, and the Participant receives no consideration for the assignment. Any
such assignment shall be evidenced by an appropriate written document executed
by the Participant, and delivered to the Committee on or before the effective
date of the assignment. In the event of such assignment, the spouse, lineal
descendant, trustee, partnership or tax exempt organization shall be entitled to
all of the rights of the Participant with respect to the assigned portion of the
Option, and such portion of the Option, shall continue to be subject to all of
the terms, conditions and restrictions applicable to the Option, as set forth in
the Plan and the Option Agreement.

                                   ARTICLE IV

                                 OPTION EXERCISE

         4.1 EXERCISE PERIOD. A Participant may exercise all or any portion of
an Option at any time during the period beginning six months after the Grant
Date and ending on the earliest of -

                  (a) one month after the Participant's Termination of
         Employment, if such Participant is terminated involuntarily for cause,

                  (b) six months after the Participant's Termination of
         Employment, if such Participant's employment is voluntarily terminated
         for any reason not specified in Paragraph (a) or (c), and

                  (c) 5 years after the Participant's Termination of Employment
         upon attainment of age 60 or older, death or disability (as determined
         pursuant to Section 2.1, Termination of Employment).

         Notwithstanding the foregoing, an Option may not be exercised by a
Participant for a period of six months following the date of a substitution of
Stock pursuant to Section 3.6.



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         4.2 OPTION EXERCISE. A Participant (the Participant's Beneficiary
pursuant to Section 3.7, or the Participant's assignee pursuant to Section 3.9)
may exercise all or any portion of an Option by giving written notice to the
Committee and tendering full payment of the Exercise Price by bank certified or
cashiers check on or before the date of exercise. As provided in the Option
Agreement, or with the prior written consent of the Committee, the Participant
may tender payment in whole or in part through the surrender of previously
acquired Stock valued at Fair Market Value on the date of exercise.

         4.3 DELIVERY OF STOCK. On the date of exercise, or as soon as
practicable thereafter (but in no event later than five business days after the
date of exercise), the Employer shall deliver or cause to be delivered the Stock
then being purchased to the Participant (the Participant's Beneficiary pursuant
to Section 3.7, or the Participant's assignee pursuant to Section 3.9). In the
event that the listing, registration or qualification of the Option or the Stock
on any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the exercise of the Option, then the Option shall not be
exercised in whole or in part until such listing, registration, qualification,
consent or approval has been effected or obtained.

         4.4 TAX WITHHOLDING. Whenever Stock is to be delivered upon exercise of
an Option under the Plan, the Employer shall require as a condition of such
delivery (a) the cash payment by the Participant of an amount sufficient to
satisfy all federal, state and local tax withholding requirements related
thereto, (b) the withholding of such amount from any Stock to be delivered to
the Participant, (c) the withholding of such amount from compensation otherwise
due to the Participant, or (d) any combination of the foregoing, at the election
of the Participant with the consent of the Employer. Such election shall be made
before the date on which the amount of tax to be withheld is determined by the
Employer, and such election shall be irrevocable.

         4.5 ADDITIONAL WITHHOLDING. With the consent of the Employer, the
Participant may elect a greater amount of withholding, not to exceed the
estimated amount of the Participant's total tax liability with respect to the
delivery of Stock under the Plan. Such election shall be made at the same time
and in the same manner as provided under Section 4.4.

         4.6 FAILURE TO EXERCISE. No Option shall be exercised, in whole or in
part, after the end of the Exercise Period, and the Employer shall have no
obligation to deliver or cause to be delivered to the Participant (or the
Participant's Beneficiary or Assignee) the Stock subject to such Option.

                                    ARTICLE V

                            AMENDMENT OR TERMINATION

         5.1 PLAN AMENDMENT. The Board may, from time to time in its discretion,
amend any provision of the Plan, in whole or in part, with respect to any
Participant or group of Participants. Such amendment shall be effective as of
the date specified therein and shall be binding upon the




<PAGE>

Committee, all Participants and Beneficiaries, and all other persons claiming an
interest under the Plan.

         5.2 PLAN TERMINATION. The Plan shall terminate on the tenth anniversary
of the Effective Date or such earlier date as the Board may determine in its
discretion. Such termination shall be effective as of the date determined by the
Board and shall be binding upon the Committee, all Participants and
Beneficiaries, and all other persons claiming an interest under the Plan.
Options shall continue to be exercisable after the effective date of such
termination, and may be exercised in accordance with Article IV, but no new
Options shall be granted.

         5.3 AMENDMENT OF OPTIONS. An Option may be amended by the Committee at
any time if the Committee determines that an amendment is necessary or advisable
as a result of:

                  (a) any addition to or change in the Code or ERISA, a federal
         or state securities law or any other law or regulation, which occurs
         after the Grant Date and by its terms applies to the Option,

                  (b) any substitution of stock held in Trust pursuant to
         Section 3.6,

                  (c) any Plan amendment pursuant to Section 5.1, or Plan
         termination pursuant to Section 5.2, provided that the amendment does
         not materially affect the terms, conditions and restrictions applicable
         to the Option, or

                  (d) any circumstances not specified in Paragraphs (a), (b), or
         (c), with the consent of the Participant.

         5.4 CHANGE OF CONTROL. Notwithstanding any other provision of the Plan
or an Option Agreement, in the event of a Change of Control:

                  (a) the Participant shall not be required to remain in the
         employ of the Employer,

                  (b) the Exercise Period under Section 4.1 shall not end prior
         to six months after such Change of Control,

                  (c) an Option Agreement shall not be amended by the Committee
         under Section 5.3 for any reason without the consent of the
         Participant,

                  (d) an Option may be terminated by the Committee on any date
         after a Change of Control, in its sole discretion and without the
         consent of the Participant, if the Committee makes a cash payment to
         the Participant on such date in an amount equal to the Fair Market
         Value of the Stock subject to such Option, reduced by the Exercise
         Price, and multiplied by the number of shares subject to such Option,
         and
                  (e) all Stock subject to an Option as of the date of a Change
         in Control shall, as soon as possible, but in no event longer than 30
         days following a Change of Control, be





<PAGE>

         irrevocably contributed by the Employer to a Trust established by the
         Employer pursuant to Section 7.1.

                                   ARTICLE VI

                                 ADMINISTRATION

         6.1 THE COMMITTEE. The Plan shall be administered by a Committee
consisting of one or more persons appointed by the Board of Directors. The
Committee shall act by a majority of its members at the time in office and may
take action either by vote at a meeting or by consent in writing without a
meeting.

                  (a) The Board may remove any member of the Committee at any
         time, with or without cause, and may fill any vacancy. If a vacancy
         occurs, the remaining member or members of the Committee shall have
         full authority to act.

                  (b) Any member of the Committee may resign by written
         resignation delivered to the Board. Any such resignation shall become
         effective upon its receipt by the Board or on such other date as agreed
         to by the Board and the resigning member.

         6.2 POWERS OF THE COMMITTEE. In carrying out its duties with respect to
the general administration of the Plan, the Committee shall have, in addition to
any other powers conferred by the Plan or by law, the following powers:

                  (a) to determine eligibility to participate in the Plan and
         eligibility to receive Options;

                  (b) to grant Options, and to determine the form, amount and
         timing of such Options;

                  (c) to determine the terms and provisions of the Option
         Agreements, and to modify such Option Agreements as provided in Section
         5.3;

                  (d) to substitute stock held in Trust as provided in Section
         3.6;

                  (e) to maintain all records necessary for the administration
         of the Plan;

                  (f) to prescribe, amend, and rescind rules for the
         administration of the Plan to the extent not inconsistent with the
         terms thereof;

                  (g) to appoint such individuals and subcommittees as it deems
         desirable for the conduct of its affairs and the administration of the
         Plan;

                  (h) to employ counsel, accountants and other consultants to
         aid in exercising its powers and carrying out its duties under the
         Plan; and




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                  (i) to perform any other acts necessary and proper for the
         conduct of its affairs and the administration of the Plan, except those
         reserved by the Board.

         6.3 DETERMINATIONS BY THE COMMITTEE. The Committee shall interpret and
construe the Plan and the Option Agreements, and its interpretations and
determinations shall be conclusive and binding on all Participants,
Beneficiaries and any other persons claiming an interest under the Plan or any
Option Agreement. The Committee's interpretations and determinations under the
Plan and the Option Agreements need not be uniform and may be made by it
selectively among Participants, Beneficiaries and any other persons whether or
not they are similarly situated.

         6.4 INDEMNIFICATION OF THE COMMITTEE. The Employer shall indemnify and
hold harmless each member of the Committee against any and all expenses and
liabilities arising out of such member's action or failure to act in such
capacity, excepting only expenses and liabilities arising out of such member's
own willful misconduct or gross negligence.

                  (a) Expenses and liabilities against which a member of the
         Committee is indemnified hereunder shall include, without limitation,
         the amount of any settlement or judgment, costs, counsel fees and
         related charges reasonably incurred in connection with a claim asserted
         or a proceeding brought against him or the settlement thereof.

                  (b) This right of indemnification shall be in addition to any
         other rights to which any member of the Committee may be entitled.

                  (c) The Employer may, at its own expense, settle any claim
         asserted or proceeding brought against any member of the Committee when
         such settlement appears to be in the best interests of the Employer.

         6.5 EXPENSES OF THE COMMITTEE. The members of the Committee shall serve
without compensation for services as such. All expenses of the Committee shall
be paid by the Employer.


<PAGE>
                                   ARTICLE VII

                                TRUST PROVISIONS

         7.1 ESTABLISHMENT OF THE TRUST. A Trust shall be established to hold
all Stock contributed by the Employer pursuant to Section 3.5 in the case of a
Change of Control. Except as otherwise provided in Section 7.2, and the Trust
Agreement, the Trust shall be irrevocable and no portion of the Trust Fund shall
be used for any purpose other than the delivery of Stock pursuant to the
exercise of an Option, and the payment of expenses of the Plan and Trust.

         7.2 TRUST STATUS. The Trust is intended to be a grantor trust, within
the meaning of section 671 of the Code, of which the Employer is the grantor,
and this Plan is to be construed in accordance with that intention.
Notwithstanding any other provision of this Plan, the Trust Fund shall remain
the property of the Employer and shall be subject to the claims of its creditors
in the event of its bankruptcy or insolvency. No Participant shall have any
priority claim on the Trust Fund or any security interest or other right
superior to the rights of a general creditor of the Employer.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         8.1 GOVERNING LAW. Except to the extent preempted by federal law, the
construction and operation of the Plan shall be governed by the laws of the
State of Ohio without regard to the choice of law principles of such state.

         8.2 SEVERABILITY. If any provision of this Plan is held illegal or
invalid by any court or governmental authority for any reason, the remaining
provisions shall remain in full force and effect and shall be construed and
enforced in accordance with the purposes of the Plan as if the illegal or
invalid provision did not exist.

         8.3 NO OBLIGATION TO EXERCISE. The granting of an Option shall impose
no obligation upon a Participant to exercise such Option.

         8.4 NO RIGHTS OF SHAREHOLDER. Neither the Participant, a Beneficiary
nor any assignee shall be, or shall have any of the rights and privileges of, a
stockholder with respect to any Stock purchasable or issuable upon the exercise
of an Option, prior to the date of exercise of such Option.

         8.5 NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in the Plan
shall be deemed to give any person the right to be retained in the employ of the
Employer, or to interfere with the right of the Employer to discharge any person
at any time without regard to the effect that such discharge shall have upon
such person's rights or potential rights, if any, under the Plan. The provisions
of the Plan are in addition to, and not a limitation on, any rights that a
Participant may have against the Employer by reason of any employment or other
agreement with the Employer.



<PAGE>


         8.6 NOTICES. Unless otherwise specified in an Option Agreement, any
notice to be provided under the Plan to the Committee shall be mailed (by
certified mail, postage prepaid) or delivered to the Committee in care of the
Employer at its executive offices, and any notice to the Participant shall be
mailed (by certified mail, postage prepaid) or delivered to the Participant at
the current address shown on the payroll records of the Employer. No notice
shall be binding on the Committee until received by the Committee, and no notice
shall be binding on the Participant until received by the Participant.

         IN WITNESS WHEREOF, THE MERCHANTS NATIONAL BANK OF HILLSBORO, OHIO has
caused these presents to be executed by its duly authorized officer and its
corporate seal to be hereunto affixed by authority of its Board of Directors on
this _____day of _____________ 199__.

                                             THE MERCHANTS NATIONAL BANK
                                             OF HILLSBORO, OHIO

         [Corporate Seal]

                                             By _______________________________