<PAGE>   1
                                                                      Exhibit 20

                       OHIO STATE FINANCIAL SERVICES, INC.
                                 435 MAIN STREET
                             BRIDGEPORT, OHIO 43912
                                 (614) 635-0764

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Ohio State Financial Services, Inc. ("OSFS") will be held at the McClure Hotel,
1200 Market Street, Wheeling, West Virginia 26003, on April 15, 1998, at 1:00
p.m., local time (the "Annual Meeting"), for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:

                     1.        To elect five directors of OSFS for terms
                               expiring in 1999;

                     2.        To approve the Ohio State Financial Services,
                               Inc. 1998 Stock Option and Incentive Plan, a copy
                               of which is attached hereto as Exhibit A;

                     3.        To approve the Bridgeport Savings and Loan
                               Association Recognition and Retention Plan and
                               Trust Agreement, a copy of which is attached
                               hereto as Exhibit B;

                     4.        To ratify the selection of S. R. Snodgrass, A.C.
                               as the auditors of OSFS for the current fiscal
                               year; and

                     5.        To transact such other business as may properly
                               come before the Annual Meeting or any
                               adjournments thereof.

         Only shareholders of OSFS of record at the close of business on
February 20, 1998, will be entitled to receive notice of and to vote at the
Annual Meeting and at any adjournments thereof. Whether or not you expect to
attend the Annual Meeting, we urge you to consider the accompanying Proxy
Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF
A QUORUM MAY BE ASSURED. The giving of a proxy does not affect your right to
vote in person in the event you attend the Annual Meeting.

Bridgeport, Ohio                              By Order of the Board of Directors
March 9, 1998



                                                              Jon W. Letzkus
<PAGE>   2
                       OHIO STATE FINANCIAL SERVICES, INC.
                                 435 MAIN STREET
                             BRIDGEPORT, OHIO 43912
                                 (614) 635-0764

                                 PROXY STATEMENT

                                     PROXIES

         The enclosed proxy (the "Proxy") is solicited by the Board of Directors
of Ohio State Financial Services, Inc. ("OSFS") for use at the 1998 Annual
Meeting of Shareholders of OSFS to be held at the McClure Hotel, 1200 Market
Street, Wheeling, West Virginia 26003, on April 15, 1998, at 1:00 p.m., local
time, and at any adjournments thereof (the "Annual Meeting"). Without affecting
any vote previously taken, the Proxy may be revoked by executing a later dated
proxy which is received by OSFS before the Proxy is exercised or by giving
notice of revocation to OSFS in writing or in open meeting before the Proxy is
exercised. Attendance at the Annual Meeting will not, of itself, revoke the
Proxy.

         Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:

                  FOR the reelection of John O. Costine, Anton M. Godez, Jon
                  W. Letzkus, William E. Reline and Manuel C. Thomas as
                  directors of OSFS for terms expiring in 1999;

                  FOR the approval of the Ohio State Financial Services, Inc.
                  1998 Stock Option and Incentive Plan (the "Stock Option
                  Plan"), a copy of which is attached hereto as Exhibit A;

                  FOR the approval of the Bridgeport Savings and Loan
                  Association Recognition and Retention Plan and Trust Agreement
                  (the "RRP"), a copy of which is attached hereto as Exhibit B;
                  and

                  FOR the ratification of the selection of S. R. Snodgrass,
                  A.C. ("S.R. Snodgrass") as the auditors of OSFS for the
                  current fiscal year.

         The Proxies may be solicited by the directors, officers and other
employees of OSFS and Bridgeport Savings and Loan Association ("Bridgeport"), in
person or by telephone, telegraph or mail only for use at the Annual Meeting.
The Proxy will not be used for any other meeting. The cost of soliciting the
Proxies will be borne by OSFS.

         Only shareholders of record as of the close of business on February 20,
1998 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
The records of OSFS disclose that, as of the Voting Record Date, there were
634,168 votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of OSFS on
or about March 13, 1998.


                                  VOTE REQUIRED

ELECTION OF DIRECTORS

         Under Ohio law and the Code of Regulations of OSFS (the "Regulations"),
the five nominees receiving the greatest number of votes will be elected as
directors. Shares held by a nominee for a beneficial owner which are represented
in person or by proxy but not voted with respect to the election of directors
and shares as to which the authority to vote is withheld are not counted toward
the election of directors or toward the election of the individual nominees
specified on the Proxy.

<PAGE>   3

APPROVAL OF THE STOCK OPTION PLAN AND THE RRP

         The affirmative vote of a majority of the outstanding common shares of
OSFS is necessary to approve the Stock Option Plan and the RRP. Under Ohio law,
shares held by a nominee for a beneficial owner which are represented in person
or by proxy but not voted with respect to such proposals ("non-votes") are
counted as present. The effect of an abstention or a non-vote is the same as a
vote against the approval of the Stock Option Plan and the RRP. If the
accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the adoption of the Stock Option Plan and the RRP.

RATIFICATION OF SELECTION OF AUDITORS

         The affirmative vote of a majority of the shares represented in person
or by proxy at the Annual Meeting is necessary to ratify the selection of S.R.
Snodgrass as the auditors of OSFS for the current fiscal year. The effect of an
abstention or a non-vote is, therefore, the same as a "no" vote. If the
accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the ratification of the selection of S.R.
Snodgrass as the auditors of OSFS for the current fiscal year.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
only person known to OSFS to own beneficially more than five percent of the
outstanding common shares of OSFS as of February 28, 1998:
<TABLE>
<CAPTION>

                                                    Amount and Nature of                          Percent of
Name And Address                                    Beneficial Ownership                      Shares Outstanding
----------------                                    --------------------                      -------------------

<S>                                                      <C>                                         <C>
Ohio State Financial Services, Inc.
Employee Stock Ownership Plan
435 Main Street                                          50,653 (1)                                  7.99%
Bridgeport, Ohio  43912

Jeffrey L. Gendell
200 Park Avenue
Suite 3900                                               39,300 (2)                                  6.20%
New York, New York 10166
---------------------------
</TABLE>

  (1)    Consists of the shares held by First Bankers Trust Company, N.A., as
         the Trustee for the Ohio State Financial Services, Inc. Employee Stock
         Ownership Plan (the "ESOP"). The Trustee has voting power over shares
         that have not been allocated to an ESOP participant and shares that
         have been allocated to an ESOP participant but as to which no voting
         instructions are given by the recipient. The Trustee has limited shared
         investment power over all ESOP shares.

  (2)    Based on a Schedule 13D filed with the Securities and Exchange
         Commission by Jeffrey L. Gendell ("Gendell"), Tontine Financial
         Partners, L.P., a Delaware limited partnership ("Tontine"), and Tontine
         Management L.L.C., a Delaware limited liability company ("TM").
         Gendell, TM and Tontine report shared voting and dispositive power over
         the reported shares.

                                       -2-
<PAGE>   4

         The following table sets forth information regarding the number of
common shares of OSFS beneficially owned by each director and by all directors
and executive officers of OSFS as a group as of February 28, 1998:
<TABLE>
<CAPTION>

                                             Amount and Nature of                Percent of
Name And Address (1)                        Beneficial Ownership (2)         Shares Outstanding
--------------------                        ---------------------            ------------------

<S>                                                 <C>                             <C>
John O. Costine                                     2,000                           0.32%
Anton M. Godez                                     14,000                           2.21
Jon W. Letzkus                                     14,000 (3)                       2.21
William E. Reline                                   5,000                           0.79
Manuel C. Thomas                                   14,000 (4)                       2.21
All directors and executive officers
   of OSFS as a group (8 people)                   61,233                           9.66%
----------------------------
</TABLE>

(1) Each of the persons listed in this table may be contacted at the address of
    OSFS.
(2) All persons listed have sole voting or investment power unless
    otherwise indicated by footnote.



                      PROPOSAL ONE - ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

         The Regulations provide for a Board of Directors consisting of five
persons. In accordance with Section 2.03 of the Regulations, nominees for
election as directors may be proposed only by the directors or by a shareholder
entitled to vote for directors. A nomination by a shareholder must be submitted
in writing to the Secretary of OSFS and received by the Secretary not later than
the sixtieth day before the first anniversary of the most recent annual meeting
of shareholders held for the election of directors. Each written nomination must
state the name, age, business or residence address of the nominee, the principal
occupation or employment of the nominee, the number of common shares of OSFS
owned either beneficially or of record by each such nominee and the length of
time such shares have been so owned.

         The Board of Directors proposes the reelection at the Annual Meeting of
the following persons to terms which will expire in 1999:
<TABLE>
<CAPTION>

                                                                           Director of          Director of
                                                                               OSFS             Bridgeport
Name                            Age (1)     Position(s) held                 since (2)              since
----                            -------     ----------------                 ---------    -----     -----

<S>                                <C>                                         <C>                 <C>
John O. Costine                    73       Director                           1997                1975
Anton M. Godez                     72       Director                           1997                1990
Jon W. Letzkus                     54       Director, President and            1997                1989
                                               Chairman
William E. Reline                  68       Director                           1997                1992
Manuel C. Thomas                   74       Director                           1997                1985
-----------------------------
</TABLE>

(1)      As of February 28, 1998.

(2)      Each director of OSFS is also a director of Bridgeport and became a
         director of OSFS in connection with the conversion of Bridgeport from
         mutual to stock form (the "Conversion") and the formation of OSFS as
         the holding company for Bridgeport.

                                       -3-

<PAGE>   5

         If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.

         JOHN O. COSTINE is a partner in the Costine Law Firm, a general
partnership, located in St. Clairsville, Ohio and has practiced law since 1950.

         ANTON M. GODEZ has served as the President of the General Welding
Supply Company located in Martins Ferry, Ohio, since 1950.

         JON W. LETZKUS is the President of both OSFS and Bridgeport and is the
designated Managing Officer of Bridgeport. Mr. Letzkus joined Bridgeport in
September 1980 as a vice president. Mr. Letzkus has served as the President of
Bridgeport since 1989.

         WILLIAM E. RELINE retired from Cooper Industries, a mining equipment
manufacturing company, in 1989 and has been a consultant to Wheeling Machine
Products since 1996.

         MANUEL C. THOMAS has been employed by M. C. Thomas Insurance Agency,
Inc. since 1954.


MEETINGS OF DIRECTORS

         The Board of Directors of OSFS met three times for regularly scheduled
and special meetings during 1997. Each director of OSFS is also a director of
Bridgeport. The Board of Directors of Bridgeport met 28 times for regularly
scheduled and special meetings during 1997.

COMMITTEES OF DIRECTORS

         The Board of Directors of OSFS does not currently have any committees,
but intends to establish an audit committee and a committee to administer the
Stock Option Plan. The full Board of Directors of Bridgeport serves as the
Compensation Committee. The function of the Compensation Committee is to
determine compensation for Bridgeport's employees and to make decisions
regarding employee benefits and related matters. Mr. Letzkus does not
participate in discussions regarding his salary. The Compensation Committee met
three times during the year ended December 31, 1997.


                               EXECUTIVE OFFICERS

         In addition to Mr. Letzkus, the President of OSFS and Bridgeport, the
following persons are executive officers of OSFS:
<TABLE>
<CAPTION>

           NAME                        AGE (1)     POSITION(S) HELD
          -----                        ------      ----------------

<S>                                       <C>      <C>
           Marianne Doyle                 38       Vice President of OSFS and Assistant Vice
                                                   President of Bridgeport

           Michael P. Eddy                38       Treasurer and Chief Financial Officer of
                                                   OSFS and Comptroller of Bridgeport

           Sherri Yarbrough               30       Secretary of OSFS
           ---------------------------------
           (1)    As of February 28, 1998.
</TABLE>

         MARIANNE DOYLE has served Bridgeport as the Assistant Vice President
since 1994 and as a loan officer since 1985.

         MICHAEL P. EDDY has served since 1985 as the Comptroller of Bridgeport
and from 1985 to 1994 he also served as the Secretary of Bridgeport.

         SHERRI YARBROUGH has served Bridgeport as a loan officer and as the
Office Manager since 1990.

                                       -4-
<PAGE>   6
                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid by Bridgeport to
Jon W. Letzkus, the President and Chief Executive Officer of OSFS and
Bridgeport, for the fiscal years ended December 31, 1997 and 1996. No executive
officer of OSFS earned salary and bonus in excess of $100,000 during 1997.
<TABLE>
<CAPTION>

                                   Summary Compensation Table
                                   --------------------------

                                                ----------------------------------------
                                                          Annual Compensation
         -------------------------------------------------------------------------------

<S>                                    <C>         <C>                   <C>
           Name and Principal          Year        Salary ($) (1)        Bonus ($)
           Position

         -------------------------------------------------------------------------------

           Jon W. Letzkus              1997            $73,500            $10,075
             President and Chief       1996             70,000              6,024
             Executive Officer
         -------------------------------------------------------------------------------
</TABLE>

         (1)  Does not include amounts attributable to other miscellaneous
              benefits received by Mr. Letzkus. The cost to OSFS or Bridgeport
              of providing such benefits to Mr. Letzkus was less than 10% of his
              cash compensation.

DIRECTOR COMPENSATION

         Each director of OSFS receives a fee of $250 per quarterly meeting of
the Board of Directors. Each director of Bridgeport who is not a full-time
employee of Bridgeport receives a fee of $225 per meeting of the Board of
Directors attended with three paid absences. OSFS and Bridgeport do not pay
committee fees.

EMPLOYMENT AGREEMENT

         In September 1997, Bridgeport entered into an employment agreement with
Jon W. Letzkus (the "Employment Agreement"), which was amended effective January
1, 1998. The Employment Agreement provides for a term of three years and a
salary of not less than $78,500 and performance reviews by the Board of
Directors not less often than annually, at which time the Employment Agreement
may be extended for a period of one year. The Employment Agreement also provides
for the inclusion of Mr. Letzkus in any formally established employee benefit,
bonus, pension, and profit-sharing plans for which senior management personnel
are eligible and for vacation and sick leave in accordance with Bridgeport's
prevailing policies.

         The Employment Agreement is terminable by Bridgeport at any time. In
the event of termination by Bridgeport for "just cause," as defined in the
Employment Agreement, Mr. Letzkus has no right to receive any compensation or
other benefits for any period after such termination. In the event of
termination by Bridgeport other than for just cause, at the end of the term of
the Employment Agreement or in connection with a "change of control," as defined
in the Employment Agreement, Mr. Letzkus is entitled to a continuation of salary
payments for a period of time equal to the term of the Employment Agreement and
a continuation of benefits substantially equal to those being provided at the
date of termination of employment until the earliest to occur of the end of the
term of the Employment Agreement or the date on which Mr. Letzkus becomes
employed full-time by another employer.

         The Employment Agreement also contains provisions with respect to the
occurrence within one year of a "change of control" of (1) the termination of
employment of Mr. Letzkus for any reason other than just cause, retirement, or
termination at the end of the term of the agreement, or (2) a constructive
termination resulting from change, without Mr. Letzkus' written consent, in the
capacity or circumstances in which Mr. Letzkus is employed or a material
reduction in his responsibilities, authority, compensation, or other benefits
provided under the Employment Agreement. In the event of any such occurrence,
Mr. Letzkus is entitled to payment of an amount equal to two times Mr. Letzkus'
annual compensation immediately preceding the termination of his employment. In
addition, Mr. Letzkus is entitled to continued coverage under all benefit plans
until the earliest of the end of the term of the Employment Agreement or the
date on which he is included in another employer's benefit plans as a full-time
employee. The maximum which Mr. Letzkus may receive, however, is limited to an
amount which will

                                      -5-
<PAGE>   7
not result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of
the Code. "Control," as defined in the Employment Agreement, generally refers to
the acquisition by any person or entity of the ownership or power to vote 10% or
more of the voting stock of Bridgeport or OSFS, the control of the election of a
majority of the directors of Bridgeport or OSFS, or the exercise of a
controlling influence over the management or policies of Bridgeport or OSFS.


       PROPOSAL TWO - APPROVAL OF THE OHIO STATE FINANCIAL SERVICES, INC.
                      1998 STOCK OPTION AND INCENTIVE PLAN

STOCK OPTION PLAN

         The following is a summary of the terms of the Stock Option Plan and is
qualified in its entirety by reference to the full text of the Stock Option
Plan, a copy of which is attached hereto as Exhibit A.

         PURPOSE. The purposes of the Stock Option Plan include retaining and
providing incentives to the directors, managerial and other employees of OSFS
and any subsidiary by facilitating their purchase of a stock interest in OSFS.
Pursuant to the Stock Option Plan, 63,417 common shares have been reserved for
issuance by OSFS upon the exercise of options to be granted to certain
directors, officers and employees of OSFS and its subsidiaries from time to time
under the Stock Option Plan.

         ADMINISTRATION AND ELIGIBILITY. The Stock Option Plan will be
administered by a committee composed of at least three directors of OSFS who are
not employees of OSFS or any subsidiary of OSFS (the "Stock Option Committee").
The Stock Option Committee may grant options under the Stock Option Plan at such
times as it deems most beneficial to OSFS and its subsidiaries on the basis of
the individual participant's position, duties and responsibilities, the value of
their services to OSFS and any subsidiary and any other factors the Stock Option
Committee may deem relevant. Pursuant to the terms of the Stock Option Plan, no
employee may receive options to purchase more than 25% of the shares which may
be subject to options pursuant to the Stock Option Plan, and directors who are
not employees of OSFS or any subsidiary may not receive options to purchase more
than 5% of such shares individually or 30% in the aggregate.

         Without further approval of the shareholders, the Board of Directors
may at any time terminate the Stock Option Plan or may amend it from time to
time in such respects as the Board of Directors may deem advisable, except that
the Board of Directors may not, without the approval of the shareholders, make
any amendment which would (a) increase the aggregate number of common shares
which may be issued under the Stock Option Plan (except for adjustments to
reflect certain changes in the capitalization of OSFS), (b) materially modify
the requirements as to eligibility for participation in the Stock Option Plan,
or (c) materially increase the benefits accruing to participants under the Stock
Option Plan. Notwithstanding the foregoing, the Board of Directors may amend the
Stock Option Plan to take into account changes in applicable securities, federal
income tax and other applicable laws.

         OPTION TERMS. Options granted to the officers and employees under the
Stock Option Plan may be "incentive stock options" ("ISOs") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
may be options which do not qualify under Section 422 of the Code
("Non-Qualified Stock Options"). Options granted under the Stock Option Plan to
directors who are not employees of OSFS or Bridgeport will be Non-Qualified
Stock Options.

         The exercise price of each option granted under the Stock Option Plan
will be determined by the Stock Option Committee at the time the option is
granted; provided, however, that the exercise price of an option may not be less
than 100% of the fair market value of the shares on the date of the grant. In
addition, the exercise price of an ISO may not be less than 110% of the fair
market value of the shares on the date of the grant if the recipient owns more
than 10% of the outstanding common shares of OSFS. The Stock Option Committee
will fix the term of each option, except that an ISO will not be exercisable
after the expiration of ten years from the date it is granted; provided,
however, that if a recipient of an ISO owns a number of shares representing more
than 10% of OSFS shares outstanding at the time the ISO is granted, the term of
the ISO will not exceed five years. If the fair market value of shares awarded
pursuant to ISOs that are exercisable for the first time during any calendar
year by a participant under the Stock Option Plan exceeds $100,000, the ISOs
will be considered Non-Qualified Stock Options to the extent of such excess.

                                      -6-
<PAGE>   8

         An option recipient cannot transfer or assign an option other than by
will or in accordance with the laws of descent and distribution. Termination of
an option recipient's employment for cause, as defined in the Stock Option Plan,
will result in the termination of any outstanding exercisable options. Any
options which have not yet become exercisable will terminate upon the
resignation, removal or retirement of a director of OSFS or Bridgeport, or upon
the termination of employment of an officer or employee of OSFS or Bridgeport,
except in the case of death or disability.

         OSFS will receive no monetary consideration for the granting of options
under the Stock Option Plan. Upon the exercise of options, OSFS will receive
payment of cash or, if acceptable to the Stock Option Committee, common shares
of OSFS or outstanding awarded stock options. The market value of the common
shares underlying the options reserved for the Stock Option Plan is $1.1
million, based upon the number of shares reserved, multiplied by the $17.50 per
share closing sales price of shares of OSFS on March 3, 1998, as quoted on the
OTC Bulletin Board.

         TAX TREATMENT OF INCENTIVE STOCK OPTIONS. An optionee who is granted an
ISO will not recognize taxable income either on the date of grant or on the date
of exercise, although the difference between the fair market value of the shares
at the time of exercise and the exercise price is a tax preference item
potentially subject to the alternative minimum tax.

         Upon disposition of shares acquired from the exercise of an ISO,
capital gain or loss is generally recognized in an amount equal to the
difference between the amount realized on the sale or disposition and the
exercise price. However, if the optionee disposes of the shares within two years
of the date of grant or within one year from the date of the issuance of the
shares to the optionee (a "Disqualifying Disposition"), then the optionee will
recognize ordinary income, as opposed to capital gain, at the time of
disposition. In general, the amount of ordinary income recognized will be equal
to the lesser of (i) the amount of gain realized on the disposition, or (ii) the
difference between the fair market value of the shares received on the date of
exercise and the exercise price. Any remaining gain or loss is treated as a
short-term, mid-term or long-term capital gain or loss, depending upon the
period of time the shares have been held.

         OSFS will not be entitled to a tax deduction upon either the exercise
of an ISO or the disposition of shares acquired pursuant to such exercise,
except to the extent that the optionee recognizes ordinary income in a
Disqualifying Disposition. Ordinary income from a Disqualifying Disposition will
constitute compensation but will not be subject to tax withholding, nor will it
be considered wages for payroll tax purposes.

         If the holder of an ISO pays the exercise price, in whole or in part,
with previously acquired shares, the exchange should not affect the ISO tax
treatment of the exercise. Upon such exchange, and except for Disqualifying
Dispositions, no gain or loss is recognized by the optionee upon delivering
previously acquired shares to OSFS, and shares received by the optionee equal in
number to the previously acquired common shares exchanged therefor will have the
same basis and holding period for long-term or mid-term capital gain purposes as
the previously acquired shares. (The optionee, however, will not be able to
utilize the prior holding period for the purpose of satisfying the ISO statutory
holding period requirements for avoidance of a Disqualifying Disposition.)
Shares received by the optionee in excess of the number of shares previously
acquired will have a basis of zero and a holding period which commences as of
the date the shares are transferred to the optionee upon exercise of the ISO. If
an ISO is exercised using shares previously acquired through the exercise of an
ISO, the exchange of such previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         TAX TREATMENT OF NON-QUALIFIED STOCK OPTIONS. A recipient of a
Non-Qualified Stock Option does not recognize taxable income on the date of
grant of the option, provided that the option does not have a readily
ascertainable fair market value at the time it is granted. In general, the
optionee must recognize ordinary income at the time of exercise of a
Non-Qualified Stock Option in the amount of the difference between the fair
market value of the shares on the date of exercise and the option exercise
price. The ordinary income recognized will constitute compensation for which tax
withholding by OSFS generally will be required. The amount of ordinary income
recognized by an optionee will be deductible by OSFS in the year that the
optionee recognizes the income if OSFS complies with any applicable withholding
requirement.

         If the sale of the shares could subject the optionee to liability under
Section 16(b) of the Securities Exchange Act of 1934, the optionee generally
will recognize ordinary income only on the date that the optionee is no longer
subject to such liability in an amount equal to the fair market value of the
shares on such date less the option exercise price. Nevertheless, the optionee
may elect under Section 83(b) of the Code, within 30 days of the date of
exercise, to recognize ordinary income as of the date of exercise, without
regard to the restriction of Section 16(b).

                                      -7-
<PAGE>   9

         Shares acquired upon the exercise of a Non-Qualified Stock Option will
have a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized, and the holding period for
the shares generally will begin on the date of exercise or such other relevant
date. Upon subsequent disposition of the shares, the optionee will recognize
long-term capital gain or loss if the optionee has held the shares for more than
eighteen months prior to disposition, mid-term capital gain or loss if the
optionee has held the shares for at least one year but less than eighteen months
prior to disposition, or short-term capital gain or loss if the optionee has
held the shares for one year or less prior to disposition.

         If an optionee with a Non-Qualified Stock Option pays the exercise
price, in whole or in part, with previously acquired shares, the optionee will
recognize ordinary income in the amount by which the fair market value of the
shares received exceeds the exercise price. The optionee will not recognize gain
or loss upon delivering such previously acquired shares to OSFS. Shares received
by an optionee equal in number to the previously acquired shares exchanged
therefor will have the same basis and holding period as such previously acquired
shares. Shares received by an optionee in excess of the number of such
previously acquired shares will have a basis equal to the fair market value of
such additional shares as of the date ordinary income is recognized. The holding
period for such additional shares will commence as of the date of exercise or
such other relevant date.

         PROPOSED AWARDS. If the shareholders approve the Stock Option Plan, the
Board of Directors of OSFS will grant the following options:
<TABLE>
<CAPTION>

                                       Name Of Recipient           Shares Subject To Options
                                      ------------------           -------------------------


<S>                                                                          <C>
                                      John O. Costine                        3,171
                                      Marianne Doyle                         3,171
                                      Michael P. Eddy                        3,171
                                      Anton M. Godez                         3,171
                                      Jon W. Letzkus                        15,854
                                      William E. Reline                      3,171
                                      Manuel C. Thomas                       3,171
                                      Sherri Yarbrough                       3,171
</TABLE>

         Options to purchase 19,025 common shares of OSFS are also expected to
be granted to employees of OSFS and Bridgeport who are not executive officers of
OSFS. No determination has been made with respect to the extent to which the
options granted to employees will be ISOs.

         The Stock Option Committee may grant options under the Stock Option
Plan to the directors, officers and employees of OSFS and Bridgeport in the
future at such times as they deem most beneficial to OSFS and Bridgeport on the
basis of the individual participants responsibility, tenure and future
potential.

         THE BOARD OF DIRECTORS OF OSFS RECOMMENDS THAT THE SHAREHOLDERS OF OSFS
APPROVE THE STOCK OPTION PLAN.


    PROPOSAL THREE - APPROVAL OF THE BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
               MANAGEMENT RECOGNITION AND RETENTION PLAN AND TRUST

RECOGNITION AND RETENTION PLAN

         The following is a summary of the terms of the RRP and is qualified in
its entirety by reference to the full text of the RRP, a copy of which is
attached hereto as Exhibit B.

         GENERAL. Bridgeport has proposed the RRP to compensate its directors
and employees for services to OSFS and Bridgeport in a manner which will provide
such persons with an additional incentive to strive for the success of
Bridgeport and OSFS. Bridgeport expects to contribute sufficient funds to enable
the RRP to purchase up to 25,367 shares of OSFS. The shares to be awarded
pursuant to the RRP may be purchased by OSFS on the open market or may consist
of authorized but unissued shares of OSFS. In the event that all 25,367 shares
which may be awarded under the RRP consist of authorized but unissued shares of
OSFS, the interests of current shareholders will be diluted by approximately
3.9%.

                                      -8-
<PAGE>   10

         ADMINISTRATION AND ELIGIBILITY. The RRP will be administered by a
committee composed of at least three directors of Bridgeport (the "RRP
Committee"). The RRP Committee will determine which directors and employees of
Bridgeport and OSFS will be awarded shares under the RRP and the number of
shares awarded; provided, however, that the terms of the RRP provide that the
aggregate number of shares covered by awards to any one employee may not exceed
25% of the shares held pursuant to the RRP and directors who are not employees
of Bridgeport may not receive more than 5% of such shares individually or 30% in
the aggregate.

         TERMS. Unless the RRP Committee specifically states a longer period of
time when an award of shares is made, one-fifth of such shares will become
earned and non-forfeitable on each of the first five anniversaries of the date
of the award. Until shares awarded are earned by the participant, such shares
will be forfeited in the event that the participant ceases to be either a
director or an employee of Bridgeport, except that in the event of the death or
disability of a participant all of the participant's awarded shares will be
deemed to be earned and nonforfeitable.

         The shares, together with any cash dividends or distributions paid
thereon, will be distributed as soon as practicable after they are earned. A
participant may direct the voting of all shares which have been earned but have
not yet been distributed to him or her. Shares that have been awarded, but not
earned, may not be transferred.

         TAX TREATMENT OF SHARES AWARDED UNDER THE RRP. Persons receiving shares
under the RRP generally will not recognize income upon the award of such shares,
but will recognize ordinary income when and to the extent the restrictions on
such shares lapse, in an amount equal to the fair market value of the shares at
the time such restrictions lapse plus the amount of any dividends distributed to
the participant with respect to such shares. If applicable withholding
requirements are satisfied, Bridgeport will be entitled to a deduction each year
in an amount equal to the income, if any, recognized by participants for such
year.

         Under Section 83(b) of the Code, a participant may elect, within 30
days after the shares are awarded, to recognize ordinary income on the date the
shares are awarded based on the fair market value of the shares on such date. If
the election is made, Bridgeport would be entitled to a deduction for an
equivalent amount. A participant making such an election will have a tax basis
in the shares equal to the amount of ordinary income recognized, and the
participant's holding period for capital gains purposes for such shares will
commence on the date the shares are awarded. If a Section 83(b) election is
made, however, and the shares are subsequently forfeited, the participant will
not be entitled to either a deduction of the amount previously recognized as
income with respect to such shares or a refund of any tax paid thereon.

         PROPOSED AWARDS. If the shareholders approve the RRP, OSFS expects to
contribute sufficient funds to enable the RRP to purchase up to 25,367 common
shares of OSFS at the market price at the time of such purchase. After such
purchase, the RRP Committee intends to make the following awards under the RRP:
<TABLE>
<CAPTION>

                                       Name Of Recipient         Shares Subject To Rrp Awards
                                      ------------------         ----------------------------

<S>                                                                          <C>
                                      John O. Costine                        1,268
                                      Marianne Doyle                         1,268
                                      Michael P. Eddy                        1,522
                                      Anton M. Godez                         1,268
                                      Jon W. Letzkus                         6,342
                                      William E. Reline                      1,268
                                      Manuel C. Thomas                       1,268
                                      Sherri Yarbrough                       1,268
</TABLE>

         The RRP Committee also expects to award 7,355 common shares of OSFS to
employees of OSFS and Bridgeport who are not executive officers of OSFS. The RRP
Committee may award shares under the RRP to the directors, officers and
employees of OSFS and Bridgeport in the future at such times as they deem most
beneficial to OSFS and Bridgeport on the basis of the individual participant's
responsibility, tenure and future potential.

         THE BOARD OF DIRECTORS OF OSFS RECOMMENDS THAT THE SHAREHOLDERS OF OSFS
APPROVE THE RRP.

                                      -9-
<PAGE>   11

                                NEW PLAN BENEFITS

         The following table sets forth information regarding the options
expected to be granted pursuant to the Stock Option Plan and the awards expected
to be made pursuant to the RRP:
<TABLE>
<CAPTION>

                                        Stock Option Plan                                      RRP
                                   -------------------------                  -----------------------------
       Name And Position           Shares Subject To Options                  Dollar Value (1)       Shares
       -----------------           -------------------------                  ----------------       ------

<S>                                       <C>                                  <C>                    <C>
Jon W. Letzkus                            15,854                               $110,985               6,342
All executive officers, as a
   group (4 persons)                      25,367                               $ 71,015               4,058
All directors who are not
   executive officers, as a
   group (4 persons)                      12,684                               $ 88,778               5,073
All employees who are not
   executive officers, as a
   group (10 persons)                     19,025                               $128,713               7,355

--------------------------------
</TABLE>

(1)      Based upon the number of shares to be awarded  multiplied by the $17.50
         per share closing sale price quoted by the OTC Bulletin Board on March
         3, 1998.


              PROPOSAL FOUR - RATIFICATION OF SELECTION OF AUDITORS

         The Board of Directors has selected S. R. Snodgrass as the auditors of
OSFS for the current fiscal year and recommends that the shareholders ratify the
selection. Management expects that a representative of S. R. Snodgrass will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.

                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS

         Any proposals of shareholders intended to be included in OSFS' proxy
statement for the 1999 Annual Meeting of Shareholders should be sent to OSFS by
certified mail and must be received by OSFS not later than November 13, 1998.

         Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED RETURN ENVELOPE.

Bridgeport, Ohio                              By Order of the Board of Directors
March 9, 1998






                                              Jon W. Letzkus, President

                                      -10-
<PAGE>   12
                                    EXHIBIT A

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


         1. PURPOSE. The purpose of the 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.

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


                                      A-1
<PAGE>   13



                  (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 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.

         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


                                      A-2
<PAGE>   14


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-fifth per year commencing on the
         date that is one year after the date of the grant of the Stock Option
         and shall be subject to such other terms and conditions as shall be
         determined by the 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 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



                                      A-3
<PAGE>   15


         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 (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.


                                      A-4
<PAGE>   16


         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
         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.

                                      A-5
<PAGE>   17

                  (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 to
         be held no sooner than six months after the effective date of the
         Conversion.

                                      A-6


<PAGE>   18
                                    EXHIBIT B

                     BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
                         RECOGNITION AND RETENTION PLAN
                               AND TRUST AGREEMENT

                                    ARTICLE I
                                   DEFINITIONS

         The following words and phrases when used in this Agreement with an
initial capital letter shall have the meanings set forth below. Wherever
appropriate, the masculine pronoun shall include the feminine pronoun and the
singular shall include the plural:

         1.01 "Agreement" means the Bridgeport Savings and Loan Association
Recognition and Retention Plan and Trust Agreement.

         1.02 "Association" means Bridgeport Savings and Loan Association, a
savings and loan association organized under the laws of the State of Ohio.

         1.03 "Award" means a right granted to a Director or an Employee under
this Plan to receive Plan Shares.

         1.04 "Beneficiary" means the person or persons designated by a
Recipient to receive any benefits payable under this Plan in the event of such
Recipient's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's estate.

         1.05 "Board" means the Board of Directors of the Association.

         1.06 "Committee" means the Recognition and Retention Plan Committee
appointed by the Board pursuant to Article IV hereof.

         1.07 "Common Shares" means common shares of the Corporation.

         1.08 "Conversion" means the conversion of the Association from mutual
to stock form.

         1.09 "Corporation" means Ohio State Financial Services, Inc., a savings
and loan holding company incorporated under the laws of the State of Ohio for
the purpose of holding all of the common shares of the Association issued in
connection with the Conversion.

         1.10 "Director" means any person who is a member of the Board of
Directors of the Corporation, the Association or a Subsidiary.

         1.11 "Employee" means any person who is employed by the Corporation,
the Association or a Subsidiary.

         1.12 "Person" means an individual, corporation, partnership, trust,
bank, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

         1.13 "Plan" means the Recognition and Retention Plan established by
this Agreement.

         1.14 "Plan Shares" means the Common Shares held pursuant to the Trust
or which may be purchased by the Trustee pursuant to Section 5.02 of this
Agreement.

         1.15 "Plan Share Reserve" means the Common Shares held by the Trustee
pursuant to Sections 5.02 and 5.03 of this Agreement.

         1.16 "Recipient" means any Director or Employee who receives an Award
under the Plan.

                                      B-1
<PAGE>   19

         1.17 "Subsidiary" means a subsidiary of the Association, if any, which,
with the consent of the Board, agrees to participate in the Plan.

         1.18 "Trust" means the trust established by this Agreement.

         1.19 "Trustee" means the person or persons or entity approved by the
Board pursuant to Sections 4.01 and 4.02 to hold legal title to the Plan assets
for the purposes set forth herein.

                                   ARTICLE II
                       ESTABLISHMENT OF THE PLAN AND TRUST

         2.01 The Association hereby establishes a Recognition and Retention
Plan and Trust upon the terms and subject to the conditions set forth in this
Agreement.

         2.02 The Trustee hereby accepts the Trust and agrees to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions of this Agreement.

                                   ARTICLE III
                               PURPOSE OF THE PLAN

         3.01 The purpose of the Plan is to reward and retain the Directors and
Employees of the Corporation, the Association and the Subsidiaries by providing
such Directors and Employees with an equity interest in the Corporation as
reasonable compensation for their contributions to the Corporation, the
Association and any Subsidiary.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01 ROLE OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall consist of not less than three members
of the Board. The Committee shall have all of the powers set forth in this Plan.
The interpretation and construction by the Committee of any provisions of this
Agreement or of any Award granted hereunder shall be final, conclusive and
binding. The Committee shall act by the vote, or the written consent, of a
majority of its members. The Committee shall report actions and decisions with
respect to the Plan to the Board upon request by the Board.

         4.02 ROLE OF THE BOARD. The members of the Committee and the Trustee
shall be appointed or approved by and shall serve at the pleasure of the Board.
The Board may in its discretion from time to time remove members from or add
members to the Committee and may remove, replace or add one or more Trustees.
The Board, in its absolute discretion, may take any action under or with respect
to the Plan which the Committee is authorized to take and may reverse or
override any action taken or decision made by the Committee under or with
respect to the Plan or take any other action reserved to the Board under this
Agreement; provided, however, that the Board may not revoke any Award already
granted under this Agreement. All decisions, determinations and interpretations
of the Board shall be final, conclusive and binding upon all parties having an
interest in the Plan.

         4.03 LIMITATION ON LIABILITY. No member of the Board or the Committee,
nor any Trustee, shall be liable for any determination made in good faith with
respect to the Plan or any Plan Shares or Awards granted under the Plan. If a
member of the Board or of the Committee or any Trustee 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 such member in such capacity under or
with respect to this Plan, the Association shall indemnify such member against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such member in connection with
such action, suit or proceeding if such member acted in good faith and in a
manner such member reasonably believed to be in or not opposed to the best
interests of the Corporation, the Association and any Subsidiary and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such member's conduct was unlawful.

                                      B-2
<PAGE>   20

                                    ARTICLE V
                        CONTRIBUTIONS; PLAN SHARE RESERVE

         5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Association to the Trust. Such amounts shall be paid to the Trustee at the time
of contribution. No contributions to the Trust by Directors or Employees shall
be permitted.

         5.02 INVESTMENT OF TRUST ASSETS. Except as otherwise permitted by
Section 8.02 of this Agreement, the Trustee shall initially invest all of the
Trust's assets, after providing for any required withholding as needed for tax
purposes, exclusively in Common Shares; provided, however, that the Trust shall
not purchase a number of Common Shares equal to more than four percent (4%) of
the number of Common Shares issued in connection with the Conversion. After such
investment, the Common Shares shall be held by the Trustee in the Plan Share
Reserve until such Common Shares are subject to one or more Awards. Any funds
held by the Trust shall be invested by the Trustee in such accounts at the
Association or elsewhere or such other instruments or investments as the Trustee
shall determine to be appropriate.

         5.03 EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Awards under Section 6.02 of this Agreement, or
the decision of the Committee to return Plan Shares to the Corporation, the Plan
Share Reserve shall be reduced by the number of Plan Shares so allocated or
returned. Any Plan Shares subject to an Award which is subject to forfeiture by
the Recipient pursuant to Section 7.01 of this Agreement shall be retained in
the Plan Share Reserve.

                                   ARTICLE VI
                            ELIGIBILITY; ALLOCATIONS

         6.01 ELIGIBILITY. Directors and Employees are eligible to receive
Awards within the sole discretion of the Committee.

         6.02 ALLOCATIONS. The Committee will determine which of the Directors
and Employees will be granted Awards and the number of Plan Shares covered by
each Award; provided, however, if this Plan is implemented prior to the first
anniversary of the effective date of the Conversion, the following restrictions
shall apply: (a) the aggregate number of Plan Shares covered by Awards to any
one Employee shall not exceed 25% of the total number of Plan Shares, (b) no
more than 5% of the Plan Shares shall be awarded to any Director who is not an
Employee, and (c) no more than 30% of the Plan Shares shall be awarded in the
aggregate to Directors who are not Employees. In the event Plan Shares are
forfeited for any reason or additional Plan Shares are purchased by the Trustee,
the Committee may, from time to time, determine which of the Employees and
Directors will be granted additional Awards to be awarded from forfeited or
additional Plan Shares.

         In selecting the Directors and Employees to whom Awards will be granted
and the number of shares covered by such Awards, the Committee shall consider
the position, duties and responsibilities of the eligible Directors and
Employees, the value of their services to the Corporation, the Association and
any Subsidiary and any other factors the Committee may deem relevant.

         6.03 FORM OF ALLOCATION. As promptly as practicable after a
determination is made pursuant to Section 6.02 of this Agreement that an Award
is to be made, the Committee shall notify the Recipient in writing of the grant
of the Award, the number of Plan Shares covered by the Award and the terms upon
which the Plan Shares subject to the Award may be earned. The date on which the
Committee determines that an Award is to be made or a later date designated by
the Committee shall be considered the date of grant of the Awards. The Committee
shall maintain records as to all grants of Awards under the Plan.

         6.04 ALLOCATIONS NOT REQUIRED. None of the Directors or Employees,
either individually or as a group, shall have any right or entitlement to
receive an Award under the Plan. The Committee may, with the approval of the
Board, and shall, if so directed by the Board, return all Common Shares and
other assets in the Plan Share Reserve to the Corporation at any time and
thereafter cease issuing Awards.

         6.05 SHAREHOLDER APPROVAL. If this Plan is implemented prior to the
first anniversary of the effective date of the Conversion, this Agreement shall
be submitted to the shareholders of the Corporation at an annual or special
meeting to be

                                      B-3
<PAGE>   21

held no sooner than six months after the effective date of the Conversion and no
Awards shall be granted hereunder until the shareholders of the Corporation
approve this Agreement.

                                   ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

         7.01       EARNING PLAN SHARES; FORFEITURES.

                    (a) GENERAL RULES. Unless the Committee shall specifically
state a longer period of time over which Awards shall be earned and
non-forfeitable at the time an Award is granted, if this Plan is implemented
prior to the first anniversary of the effective date of the Conversion, Plan
Shares covered by each Award shall be earned and non-forfeitable by a Recipient
over a period of five years at the rate of one-fifth per year commencing on the
date which is one year after the date of the grant of such Award. As Plan Shares
become earned and non-forfeitable, any cash dividends, returned capital and
earnings thereon shall also be earned and non-forfeitable.

                    (b) REVOCATION. Unless otherwise permitted by applicable
laws and regulations, any Plan Shares and any cash dividends, returned capital
and earnings thereon that have not been earned and are not non-forfeitable in
accordance with Section 7.01(a) of this Agreement shall be forfeited in the
event that (i) a Recipient who is a Director ceases to serve on the Board or
(ii) a Recipient who is not a Director of the Association ceases to be an
Employee of the Association, except as otherwise provided in subsection (c) of
this Section 7.01.

                    (c) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY.
All Plan Shares and cash dividends, returned capital and earnings thereon
subject to an Award held by a Recipient whose service as a Director or Employee
of the Corporation, the Association or any Subsidiary terminates due to (i)
death or (ii) disability (as determined by the Committee) shall be deemed fully
earned and non-forfeitable as of the later of the Recipient's last day of
service as a Director or as an Employee and shall be distributed as soon as
practicable thereafter.

         7.02       DISTRIBUTION OF PLAN SHARES.

                    (a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as
otherwise provided in this Agreement, Plan Shares shall be distributed to the
Recipient or his or her Beneficiary, as the case may be, as soon as practicable
after they have been earned, together with any cash distributions, returned
capital and earnings thereon with respect to such Plan Shares that have been
earned.

                    (b) FORM OF DISTRIBUTION. All distributions of Plan Shares,
together with any shares representing stock dividends, shall be distributed in
the form of Common Shares. No fractional shares shall be distributed. Payments
representing cash dividends, returned capital and earnings thereon shall be made
in cash.

                    (c) WITHHOLDING. The Trustee 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 not
sufficient, the Trustee may require the Recipient or Beneficiary to pay to the
Trustee the amount required to be withheld as a condition of delivering the Plan
Shares. The Trustee shall pay over to the Association or the Subsidiary which
employs or employed such Recipient or which the Recipient serves or served as a
Director, any such amount withheld from or paid by the Recipient or Beneficiary.

                    (d) REGULATORY EXCEPTIONS. Notwithstanding anything to the
contrary in this Agreement, no Plan Shares, upon becoming fully earned and
non-forfeitable, shall be distributed unless and until all of the requirements
of all applicable laws and regulations shall have been met.

         7.03 VOTING OF PLAN SHARES. All Common Shares held by the Trustee in
the Plan Share Reserve which have not yet been earned by a Recipient pursuant to
Section 7.01 of this Agreement shall be voted by the Trustee. A Recipient shall
be entitled to direct the voting of Plan Shares which have been earned pursuant
to Section 7.01 of this Agreement but have not yet been distributed to him.

                                      B-4
<PAGE>   22

                                  ARTICLE VIII
                                      TRUST

         8.01 TRUST. The Trustee shall receive, hold, administer, invest and
make distributions and disbursements from the Trust in accordance with the
provisions of the Plan and the Trust and the applicable directions, rules,
regulations, procedures and policies established by the Committee pursuant to
this Agreement.

         8.02 MANAGEMENT OF TRUST. The Trustee shall have complete authority and
discretion with respect to the management, control and investment of the Trust,
and the Trustee shall invest all assets of the Trust, except those attributable
to cash dividends or returned capital paid with respect to Plan Shares not held
in the Plan Share Reserve, in Common Shares to the fullest extent practicable,
and except to the extent that the Trustee determines that the holding of monies
in cash or cash equivalents is necessary to meet the obligations of the Trust.
The Trustee shall have the power to do all things and execute such instruments
as may be deemed necessary or proper with respect to the duties of the Trustee
hereunder, including the following powers:

                    (a) To invest up to 100% of all Trust assets in Common
         Shares without regard to any law now or hereafter in force limiting
         investments for trustees or other fiduciaries. The investment
         authorized herein may constitute the only investment of the Trust, and,
         in making such investment, the Trustee is authorized to purchase Common
         Shares from the Corporation or from any other source. Such Common
         Shares so purchased may be outstanding, newly issued or treasury
         shares;

                    (b) To invest any Trust assets not otherwise invested in
         accordance with Section 8.02(a) of this Agreement in such deposit
         accounts and certificates of deposit (including those issued by the
         Association), obligations of the United States government or its
         agencies or such other investments as shall be considered the
         equivalent of cash;

                    (c) To sell, exchange or otherwise dispose of any property
         at any time held or acquired by the Trust;

                    (d) To cause stocks, bonds or other securities to be
         registered in the name of a nominee, without the addition of words
         indicating that such security is an asset of the Trust (but accurate
         records shall be maintained showing that such security is an asset of
         the Trust);

                    (e) To hold cash without interest in such amounts as may be
         reasonable, in the opinion of the Trustee, for the proper operation of
         the Plan and the Trust;

                    (f) To employ brokers, agents, custodians, consultants and
         accountants;

                    (g) To hire counsel to render advice with respect to the
         rights, duties and obligations of the Trustee hereunder, and such other
         legal services or representation as the Trustee may deem desirable; and

                    (h) To hold funds and securities representing the amounts to
         be distributed to a Recipient or his or her Beneficiary as a
         consequence of a dispute as to the disposition thereof, whether in a
         segregated account or held in common with other assets of the Trust.

Notwithstanding anything herein contained to the contrary, the Trustee shall not
be required to make any inventory, appraisal or settlement or report to any
court, or to secure any order of court for the exercise of any power herein
contained, or to give bond.

         8.03 RECORDS AND ACCOUNTS. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Committee.

         8.04 EARNINGS. All earnings, gains and losses with respect to Trust
assets shall be allocated, in accordance with a reasonable procedure adopted by
the Committee, to bookkeeping accounts for Recipients or to the general account
of the Trust, depending on the nature and allocation of the assets generating
such earnings, gains and losses. Without limiting the generality of the
foregoing, any earnings on cash dividends or returned capital received with
respect to Plan Shares shall be allocated (a) to accounts for Recipients, if
such shares which are the subject of outstanding Awards, and shall become

                                      B-5
<PAGE>   23

earned and distributed as specified in Article VII of this Agreement or (b)
otherwise to the Plan Share Reserve if such Plan Shares are not the subject of
outstanding awards.

         8.05 EXPENSES. All costs and expenses incurred in the operation and
administration of the Plan shall be paid by the Association.

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.01 ADJUSTMENTS FOR CAPITAL CHANGES. The aggregate number of Plan
Shares available for issuance pursuant to the Awards and the number of Plan
Shares to which any Award relates shall be proportionately adjusted for any
increase or decrease in the total number of outstanding Common Shares issued
subsequent to the effective date of the Plan if such increase or decrease
resulted from any split, subdivision or consolidation of shares or other capital
adjustment, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Corporation.

         9.02 AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution,
at any time amend or terminate the Plan. The power to amend or terminate the
Plan shall include the power to direct the Trustee to return to the Corporation
or the Association all or any part of the assets of the Trust, including Common
Shares held in the Plan Share Reserve, as well as Common Shares and other assets
subject to Awards which are not yet earned by the Directors or Employees to whom
they are allocated; provided, however, that the termination of the Trust shall
not affect a Recipient's right to earn Awards and to the distribution of Common
Shares relating thereto, including earnings thereon, in accordance with the
terms of this Agreement and the grant by the Committee or the Board.

         9.03 NONTRANSFERABLE. Awards shall not be transferable by a Recipient.
During the lifetime of the Recipient, an Award may only be earned by and paid to
the Recipient who was notified in writing of the Award by the Committee pursuant
to Section 6.03 of this Agreement. No Recipient or Beneficiary shall have any
right in or claim to any assets of the Plan or the Trust, nor shall the
Corporation, the Association or any Subsidiary be subject to any claim for
benefits hereunder.

         9.04 DIRECTORSHIP RIGHTS. Neither this Agreement nor any grant of an
Award hereunder nor any action taken by the Trustee, the Committee or the Board
in connection with the Plan shall create any right, either express or implied,
on the part of any Director to continue to serve as a Director of the
Association or any Subsidiary.

         9.05 EMPLOYMENT RIGHTS. Neither this Agreement nor any grant of an
Award hereunder nor any action taken by the Trustee, the Committee or the Board
in connection with the Plan shall create any right, either express or implied,
on the part of any Employee to continue in the employ of the Corporation, the
Association or any Subsidiary.

         9.06 VOTING AND DIVIDEND RIGHTS. No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by an Award, except as expressly provided in Sections 7.01, 7.02 and
7.03 of this Agreement, prior to the time such Plan Shares are actually
distributed to such Recipient.

         9.07 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Ohio, except to the extent that federal law shall
be deemed applicable.

         9.08 EFFECTIVE  DATE.  Subject to Section 6.05 of this  Agreement,
this Agreement  shall be effective as of the 15th day of  April, 1998.

         9.09 TERM OF PLAN. The Plan shall remain in effect until the earlier of
(a) the termination of the Plan by the Board or (b) the distribution of all
assets from the Trust. The termination of the Plan shall not affect any Awards
previously granted and such Awards shall remain valid and in effect until they
have been earned and paid or by their terms expire or are forfeited.

         9.10 TAX STATUS OF TRUST. It is intended that the trust established
hereby be treated as a grantor trust of the Association under the provisions of
Section 671, et seq., of the Internal Revenue Code of 1986, as amended (26
U.S.C. ss. 671 et seq.).

                                      B-6
<PAGE>   24

         IN WITNESS WHEREOF, the following Trustees execute this Agreement,
accepting and binding themselves to undertake and perform the obligations and
duties of the Trustee hereunder and consenting to the foregoing Agreement
effective the ___ day of _________________, 1998.



                                       By:                             (Trustee)
                                          -----------------------------


                                       By:                             (Trustee)
                                          -----------------------------


         IN WITNESS WHEREOF, the Association has caused this Agreement to be
executed by its duly authorized officer and duly attested, all as of the ___ day
of _________________, 1998.


                                         BRIDGEPORT SAVINGS AND LOAN ASSOCIATION



                                       By:
                                          --------------------------------------
                                                           Jon W. Letzkus
                                                           its President


ATTEST:

----------------------------------

----------------------------------
its
   -------------------------------

                                     B-7