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                                                                    EXHIBIT 10.4


                              AMENDED AND RESTATED
                       OHIO STATE FINANCIAL SERVICES, INC.
                      1998 STOCK OPTION AND INCENTIVE PLAN

         1. PURPOSE. The purpose of the Amended and Restated Ohio State
Financial Services, Inc. 1998 Stock Option and Incentive Plan (this "Plan") is
to promote and advance the interests of Ohio State Financial Services, Inc. (the
"Company") and its shareholders by enabling the Company to attract, retain and
reward directors, managerial and other employees of the Company and any
Subsidiary (hereinafter defined), and to strengthen the mutuality of interests
between such directors and employees and the Company's shareholders by providing
such persons with a proprietary interest in pursuing the long-term growth,
profitability and financial success of the Company.

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

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

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

                  (c) "Committee" means the Committee of the Board constituted
         as provided in Section 3 of this Plan.

                  (d) "Common Shares" means the common shares, without par
         value, of the Company or any security of the Company issued in
         substitution, in exchange or in lieu thereof.

                  (e) "Company" means Ohio State Financial Services, Inc., an
         Ohio corporation, or any successor corporation.

                  (f) "Employment" means regular employment with the Company or
         a Subsidiary and does not include service as a director only.

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

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

                                    (i) If the Common Shares are traded on a
                  national securities exchange at the time of grant of the Stock
                  Option (hereinafter defined), then the Fair Market Value shall
                  be the average of the highest and the lowest selling price on
                  such exchange on the date such Stock Option is granted or, if
                  there were no sales on such date, then on the next prior
                  business day on which there was a sale.

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

                                    (iii) If the Common Shares are not traded on
                  a national securities exchange or quoted on The Nasdaq Stock
                  Market, then the Fair Market Value shall be as determined by
                  the Committee.

                  (i) "Incentive Stock Option" means any Stock Option granted
         pursuant to the provisions of Section 6 of this Plan that is intended
         to be and is specifically designated as an "incentive stock option"
         within the meaning of Section 422 of the Code.

                  (j) "Non-Qualified Stock Option" means any Stock Option
         granted pursuant to the provisions of Section 6 of this Plan that is
         not an Incentive Stock Option.

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                  (k) "OTS" means the Office of Thrift Supervision, Department
         of the Treasury.

                  (l) "Participant" means an employee or director of the Company
         or a Subsidiary who is granted a Stock Option under this Plan.
         Notwithstanding the foregoing, for the purposes of the granting of any
         Incentive Stock Option under this Plan, the term "Participant" shall
         include only employees of the Company or a Subsidiary.

                  (m) "Plan" means the Amended and Restated Ohio State Financial
         Services, Inc. 1998 Stock Option and Incentive Plan, as set forth
         herein and as it may be hereafter amended from time to time.

                  (n) "Stock Option" means an award to purchase Common Shares
         granted pursuant to the provisions of Section 6 of this Plan.

                  (o) "Subsidiary" means any corporation or entity in which the
         Company directly or indirectly controls 50% or more of the total voting
         power of all classes of its stock having voting power and includes,
         without limitation, Bridgeport Savings and Loan Association.

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

         3.       ADMINISTRATION.

                  (a) This Plan shall be administered by the Committee to be
         comprised of not less than three of the members of the Board who are
         not employees of the Company or a Subsidiary. The members of the
         Committee shall be appointed from time to time by the Board. Members of
         the Committee shall serve at the pleasure of the Board and the Board
         may from time to time remove members from, or add members to, the
         Committee. A majority of the members of the Committee shall constitute
         a quorum for the transaction of business. An action approved in writing
         by a majority of the members of the Committee then serving shall be
         fully as effective as if the action had been taken by unanimous vote at
         a meeting duly called and held.

                  (b) The Committee is authorized to construe and interpret this
         Plan and to make all other determinations necessary or advisable for
         the administration of this Plan. The Committee may designate persons
         other than members of the Committee to carry out its responsibilities
         under such conditions and limitations as it may prescribe. Any
         determination, decision or action of the Committee in connection with
         the construction, interpretation, administration, or application of
         this Plan shall be final, conclusive and binding upon all persons
         participating in this Plan and any person validly claiming under or
         through persons participating in this Plan. The Company shall effect
         the granting of Stock Options under this Plan in accordance with the
         determinations made by the Committee, by execution of instruments in
         writing in such form as approved by the Committee.

         4.       DURATION OF, AND COMMON SHARES SUBJECT TO, THIS PLAN.

                  (a) Term. This Plan shall terminate on the date which is ten
         (10) years from the date on which this Plan is adopted by the Board,
         except with respect to Stock Options then outstanding. Notwithstanding
         the foregoing, no Incentive Stock Option may be granted under this Plan
         after the date which is ten (10) years from the date on which this Plan
         is adopted by the Board or the date on which this Plan is approved by
         the shareholders of the Company, whichever is earlier.

                  (b) Common Shares Subject to Plan. The maximum number of
         Common Shares in respect of which Stock Options may be granted under
         this Plan, subject to adjustment as provided in Section 9 of this Plan,
         shall be ten percent of the total Common Shares sold in connection with
         the conversion of Bridgeport Savings and Loan Association from mutual
         to stock form.

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         For the purpose of computing the total number of Common Shares
available for Stock Options under this Plan, there shall be counted against the
foregoing limitations the number of Common Shares subject to issuance upon the
exercise or settlement of Stock Options as of the dates on which such Stock
Options are granted. If any Stock Options are forfeited, terminated or exchanged
for other Stock Options, or expire unexercised, the Common Shares which were
theretofore subject to such Stock Options shall again be available for Stock
Options under this Plan to the extent of such forfeiture, termination or
expiration of such Stock Options.

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

         5. ELIGIBILITY AND GRANTS. Persons eligible for Stock Options under
this Plan shall consist of directors and managerial and other key employees of
the Company or a Subsidiary who hold positions with significant responsibilities
or whose performance or potential contribution, in the judgment of the
Committee, will benefit the future success of the Company or a Subsidiary. In
selecting the directors and employees to whom Stock Options will be awarded and
the number of shares subject to such Stock Options, the Committee shall consider
the position, duties and responsibilities of the eligible directors and
employees, the value of their services to the Company and the Subsidiaries and
any other factors the Committee may deem relevant.

         6. STOCK OPTIONS. Stock Options granted under this Plan may be in the
form of Incentive Stock Options or Non-Qualified Stock Options, and such Stock
Options shall be subject to the following terms and conditions as the Committee
shall deem desirable:

                  (a) Grant. Stock Options may be granted under this Plan on
         terms and conditions not inconsistent with the provisions of this Plan
         and in such form as the Committee may from time to time approve and
         shall contain such additional terms and conditions, not inconsistent
         with the express provisions of this Plan, as the Committee shall deem
         desirable; provided, however, that no more than 25% of the shares
         subject to Stock Options may be awarded to any individual who is an
         employee of the Company or a Subsidiary, no more than 5% of such shares
         may be awarded to any director who is not an employee of the Company or
         a Subsidiary and no more than 30% of such shares may be awarded to
         non-employee directors of the Company or a Subsidiary in the aggregate.

                  (b) Stock Option Price. The option exercise price per Common
         Share purchasable under a Stock Option shall be determined by the
         Committee at the time of grant; provided, however, that in no event
         shall the exercise price of a Stock Option be less than 100% of the
         Fair Market Value of the Common Shares on the date of the grant of such
         Stock Option. Notwithstanding the foregoing, in the case of a
         Participant who owns Common Shares representing more than 10% of the
         outstanding Common Shares at the time an Incentive Stock Option is
         granted, the option exercise price shall in no event be less than 110%
         of the Fair Market Value of the Common Shares at the time an Incentive
         Stock Option is granted to such Participant.

                  (c) Stock Option Terms. Subject to the right of the Company to
         provide for earlier termination in the event of any merger, acquisition
         or consolidation involving the Company, the term of each Stock Option
         shall be fixed by the Committee; except that the term of an Incentive
         Stock Option will not exceed ten years after the date the Incentive
         Stock Option is granted; provided, however, that in the case of a
         Participant who owns a number of Common Shares representing more than
         10% of the Common Shares outstanding at the time an Incentive Stock
         Option is granted, the term of the Incentive Stock Option granted to
         such Participant shall not exceed five years.

                  (d) Exercisability. Except as set forth in Section 6(f) and
         Section 7 of this Plan, Stock Options awarded under this Plan shall
         become exercisable at the rate of one-third per year commencing on the
         date that is one year after the date of the grant of the Stock Option
         and shall be subject to such other terms and conditions as shall be
         determined by the Committee at the date of grant.

                  (e) Method of Exercise. A Stock Option may be exercised, in
         whole or in part, by giving written notice of exercise to the Company
         specifying the number of Common Shares to be purchased. Such notice
         shall be accompanied by payment in full of the purchase price in cash
         or, if acceptable to the Committee in its sole discretion, in Common
         Shares already owned by the Participant, or by surrendering outstanding
         Stock Options. The Committee may also permit Participants, either on a
         selective or aggregate basis, to simultaneously exercise Stock Options
         and sell Common Shares thereby acquired, pursuant to a

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         brokerage or similar arrangement, approved in advance by the Committee,
         and use the proceeds from such sale as payment of the purchase price of
         such shares.

                  (f) Special Rule for Incentive Stock Options. With respect to
         Incentive Stock Options granted under this Plan, to the extent the
         aggregate Fair Market Value (determined as of the date the Incentive
         Stock Option is granted) of the number of shares with respect to which
         Incentive Stock Options are exercisable under all plans of the Company
         or a Subsidiary for the first time by a Participant during any calendar
         year exceeds $100,000, or such other limit as may be required by the
         Code, such Stock Options shall be Non-Qualified Stock Options to the
         extent of such excess.

         7.       TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.

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

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

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

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

         9.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

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

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

         10. AMENDMENT AND TERMINATION OF THIS PLAN. Without further approval of
the shareholders, the Board may at any time terminate this Plan or may amend it
from time to time in such respects as the Board may deem advisable, except that
the Board may not, without approval of the shareholders, make any amendment
which would

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(a) increase the aggregate number of Common Shares which may be issued under
this Plan (except for adjustments pursuant to Section 9 of this Plan), (b)
materially modify the requirements as to eligibility for participation in this
Plan, or (c) materially increase the benefits accruing to Participants under
this Plan. The above notwithstanding, the Board may amend this Plan to take into
account changes in applicable securities, federal income tax and other
applicable laws.

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

         12.      MISCELLANEOUS.

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

                  (b) No Right to Employment. Neither the adoption of this Plan
         nor the granting of any Stock Option shall confer upon any employee of
         the Company or a Subsidiary any right to continued Employment with the
         Company or a Subsidiary, as the case may be, nor shall it interfere in
         any way with the right of the Company or a Subsidiary to terminate the
         Employment of any of its employees at any time, with or without cause.

                  (c) Annulment of Stock Options. The grant of any Stock Option
         under this Plan payable in cash is provisional until cash is paid in
         settlement thereof. The grant of any Stock Option payable in Common
         Shares is provisional until the Participant becomes entitled to the
         certificate in settlement thereof. In the event the Employment or the
         directorship of a Participant is Terminated for Cause, any Stock Option
         which is provisional shall be annulled as of the date of such
         termination.

                  (d) Other Company Benefit and Compensation Programs. Payments
         and other benefits received by a Participant under a Stock Option made
         pursuant to this Plan shall not be deemed a part of a Participant's
         regular, recurring compensation for purposes of the termination
         indemnity or severance pay law of any country and shall not be included
         in, nor have any effect on, the determination of benefits under any
         other employee benefit plan or similar arrangement provided by the
         Company or a Subsidiary unless expressly so provided by such other plan
         or arrangement, or except where the Committee expressly determines that
         a Stock Option or portion of a Stock Option should be included to
         accurately reflect competitive compensation practices or to recognize
         that a Stock Option has been made in lieu of a portion of competitive
         annual cash compensation. Stock Options under this Plan may be made in
         combination with or in tandem with, or as alternatives to, grants,
         stock options or payments under any other plans of the Company or a
         Subsidiary. This Plan notwithstanding, the Company or any Subsidiary
         may adopt such other compensation programs and additional compensation
         arrangements as it deems necessary to attract, retain and reward
         directors and employees for their service with the Company and its
         Subsidiaries.

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

                  (f) Stock Option Agreement. Each Participant receiving a Stock
         Option under this Plan shall enter into an agreement with the Company
         in a form specified by the Committee agreeing to the terms and

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         conditions of the Stock Option and such related matters as the
         Committee shall, in its sole discretion, determine.

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

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

                  (i) Effective Date. This Plan shall be effective upon the
         later of adoption by the Board and approval by the Company's
         shareholders. This Plan shall be submitted to the shareholders of the
         Company for approval at an annual or special meeting of shareholders
         held within twelve (12) months of the adoption of the Plan by the
         Board.