<PAGE>   1

                                                                    Exhibit 10.2

                           TOWNE FINANCIAL CORPORATION
                             1997 STOCK OPTION PLAN

1.       PURPOSE.

         The purpose of the 1997 Stock Option Plan (the "Plan") is to provide
opportunities to key management personnel and the Board of Directors of Towne
Financial Corporation (the "Corporation") and its subsidiary to purchase common
shares (the "Common Stock") of the Corporation, thereby encouraging them to
acquire a proprietary and vested interest in the growth and performance of the
Corporation, and, in general, to generate an increased incentive to contribute
to the Corporation's future success and prosperity, thus enhancing the value of
the Corporation for the benefit of shareholders. The Plan shall be subject to
approval by a majority of the shareholders of the Corporation within twelve
months of the date of adoption of the Plan by the Board of Directors of the
Corporation. Each stock option granted under the Plan is intended to be an
incentive stock option within the meaning of Section 422A of the Internal
Revenue Code of 1986 (the "Internal Revenue Code") except (i) to the extent that
any such option would exceed the limitations set forth in Section 6 below; (ii)
for options specifically designated at the time of grant as not being incentive
stock options; and (iii) for options granted to directors who are not salaried
employees of the Corporation or its subsidiary.

2.       ADMINISTRATION.

         The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"). Subject to the provisions of the Plan, the Board
shall be authorized to interpret the Plan, to establish, amend, and rescind any
rules and regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan. The Board may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in
any option in the manner and to the extent it shall deem desirable to carry it
into effect. The determinations of the Board in the administration of the Plan,
as described herein, shall be final and conclusive. The validity, construction
and effect of the Plan and any rules and regulations relating to the Plan shall
be determined in accordance with the laws of Ohio.

         The Board may from time to time appoint a Stock Option Committee (the
"Committee") consisting of not less than two members of the Board, none of whom
shall be a salaried employee of the Corporation or its subsidiary, and each of
whom shall qualify in all respects as a "disinterested person" as defined in
Rule 16b-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934. The Board, in its sole discretion, may provide that the
role of the Committee shall be limited to making recommendations to the Board
concerning any determinations to be made and actions to be taken by the Board
pursuant to or with respect to the Plan, or the Board may delegate to the
Committee such powers and authorities related to the administration of the Plan
as the Board shall determine, consistent with the Articles of Incorporation and
the Code of Regulations of the Corporation and applicable law. The Board may
remove members, add members, and fill vacancies on the Committee from time to
time, all in accordance with the Corporation's Articles of Incorporation and the
Code of Regulations, and with applicable law. The majority vote of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.


<PAGE>   2



3.       ELIGIBILITY.

         Persons eligible to participate under the Plan (the "Participants")
shall be limited to key management personnel and the Board of Directors of the
Corporation and its subsidiary as designated by the Board.

         Nothing in the Plan or in any option granted thereunder shall confer
any right on a Participant to continue in the employ of the Corporation or its
subsidiary or shall interfere in any way with the right of the Corporation or
its subsidiary, as the case may be, to terminate the Participant's employment at
any time.

         A Participant's rights with respect to options granted under the Plan
shall be subject to the approval of the Plan by the majority of the shareholders
of the Corporation within twelve months of the adoption of the Plan by the
Board.

4.       TYPES OF AWARDS.

         Awards under the Plan may be either incentive stock options (ISOs)
within the meaning of Section 422A of the Internal Revenue Code, or
non-statutory options under Section 83 of the Internal Revenue Code. No
incentive stock options shall be granted under the Plan after ten years from the
date the Plan is adopted by the Board or approved by the shareholders of the
Corporation, whichever is earlier.

5.       SHARES SUBJECT TO PLAN.

         Subject to adjustment as provided in Section 10 below, an aggregate of
20,000 shares of Common Stock of the Corporation shall be reserved and available
for grant under the Plan. If an option ceases to be exercisable in whole or in
part, the shares representing such option shall continue to be available under
the Plan for purposes of granting options with respect thereto. In the future,
if another company is acquired, any Common Stock covered by or issued as a
result of the assumption or substitution of outstanding grants of the acquired
company shall not be deemed issued under the Plan and shall not be subtracted
from the shares of Common Stock available for grant under the Plan. The Common
Stock deliverable under the Plan may consist in whole or in part of authorized
and unissued shares or treasury shares.




                                      - 2 -

<PAGE>   3



6.       STOCK OPTIONS.

         All stock options granted under the Plan shall be subject to the
following terms and conditions:

         (a) The Board may, subject to the provisions of the Plan and such other
terms and conditions as the Board may prescribe, grant to any Participant
options to purchase shares of Common Stock, which options may be ISOs or
non-statutory options or both. The grant of an option shall be evidenced by a
signed written agreement ("Stock Option Agreement") containing such terms and
conditions as the Board may prescribe.

         (b) The purchase price per share of Common Stock of options granted
under the Plan shall be determined by the Board but shall not be less than one
hundred (100%) percent of the fair market value of the Common Stock on the date
the option is granted, or not less than one hundred ten (110%) percent of the
fair market value of the Common Stock if the employee owns in excess of ten
(10%) percent of the total combined voting power of all classes of stock of the
Corporation or its subsidiary, as defined in Section 422A of the Internal
Revenue Code ("a 10% Stockholder"). The fair market value of the Common Stock
shall be determined in good faith by the Board. If as of the date the option is
granted the Common Stock is traded over-the-counter, the fair market value shall
be deemed to be the mean "bid" and "asked" prices of the Common Stock. The Board
shall determine the exercise price for non-statutory options.

         (c) Unless otherwise prescribed by the Board in the Stock Option
Agreement, each option granted under the Plan shall be exercisable (i) as to not
more than 20% of the total number of shares granted under the option, during the
first year after the grant of the option; (ii) as to not more than 40%, during
the first two years after the grant of the option; (iii) as to not more than
60%, during the first three years after the grant of the option; (iv) as to not
more than 80%, during the first four years after the grant of the option; and
(v) the total number of shares not previously exercised, during the remaining
term of the option. The right of cumulation shall exist in that, to the extent
not previously exercised or terminated, option installments shall accumulate and
be exercisable, in whole or in part, in any subsequent period, but no
installment of the option shall be exercisable later than ten years from the
date the option is granted. No option shall be exercisable after the expiration
of ten (10) years from the date it is granted, except in the case of "a 10%
Stockholder", in which case no option shall be exercisable after the expiration
of five (5) years from the date it is granted.

         (d) The Board shall establish procedures governing the exercise of
options and shall require that written notice of exercise be given and that the
option price be paid in full in cash at the time of exercise. As soon as
practicable after receipt of each notice and full payment, the Corporation shall
deliver to the Participant a certificate or certificates representing the
acquired Common Stock.



                                      - 3 -

<PAGE>   4



7.       COMPLIANCE WITH SECURITIES LAWS.

         At the time of exercise of any option, the Board may require the
Participant to execute any document or take any action which may be then
necessary to comply with the Securities Act of 1933 and the rules and
regulations promulgated thereunder, or any other applicable federal or state
laws regulating the sale and issuance of securities, and the Board may, if it
deems necessary, include provisions in the Stock Option Agreement to assure such
compliance. The Board may, from time to time, change its requirements with
respect to enforcing compliance with federal and state securities laws,
including the request for and enforcement of letters of investment intent, such
requirements to be determined by the Board in its judgment as necessary to
assure compliance with said laws. Such changes may be made with respect to any
particular option or stock issued upon exercise thereof.

8.       NONASSIGNABILITY OF AWARDS.

         No option granted under the Plan shall be assigned, transferred,
pledged or otherwise encumbered by a Participant, otherwise than by will, by
designation of a beneficiary after death or by the laws of descent and
distribution. Each option shall be exercisable during the Participant's lifetime
only by the Participant or, if permissible under applicable law, by the
Participant's guardian, legal representative or attorney-in-fact.

9.       CHANGE OF CONTROL.

         In order to maintain all of the Participants' rights in the event of a
Change of Control, the Board, as constituted before such Change of Control, in
its sole discretion, may, as to any outstanding option, either at the time an
option is made or any time thereafter, take any one or more of the following
actions: (a) provide for the acceleration of any time periods relating to the
exercise of any such option so that such option may be exercised in full on or
before a date fixed by the Board; (b) provide for the purchase of any such
option by the Corporation for its fair market value; (c) make such adjustment to
any such option then outstanding as the Board deems appropriate to reflect such
Change of Control; or (d) cause any such option then outstanding to be assumed,
or new rights substituted therefore, by the acquiring or surviving corporation
in such Change of Control. The Board may, in its discretion, include such
further provisions and limitations in any agreement documenting such options as
it may deem equitable and in the best interests of the Corporation. A "Change of
Control" shall be deemed to have occurred if (i) a tender offer shall be made
and consummated for the ownership of 30% or more of the outstanding voting
securities of the Corporation; (ii) the Corporation shall be merged or
consolidated with another corporation and as a result of such merger or
consolidation less than 75% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the former
shareholders of the Corporation as the same shall have existed immediately prior
to such merger or consolidation; however, for purposes of this calculation
voting securities of the Corporation held by affiliates (within the meaning of
the Securities Exchange Act of 1934) of any party to such merger or
consolidation shall not be included in the aggregate shares owned by the "former
shareholders of the Corporation"; (iii) the Corporation

                                      - 4 -

<PAGE>   5



shall sell substantially all of its assets to another corporation which is not a
wholly owned subsidiary; (iv) a person within the meaning of Section 3(a)(9) or
of Section 13(d)(3) of the Securities Exchange Act of 1934, shall acquire after
the date this Plan is adopted 20% or more of the outstanding voting securities
of the Corporation (whether directly, beneficially or of record), or a person,
within the meaning of Section 3(a)(9) or Section 13(d)(3) of the Securities
Exchange Act of 1934, controls in any manner the election of a majority of the
directors of the Corporation; or (iv) within any period of two consecutive years
after the effective date of the Plan, individuals who at the beginning of such
period constitute the Corporation's Board cease for any reason to constitute at
least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by
directors representing at least two-thirds of the directors then in office who
were directors at the beginning of the period. For purposes hereof, ownership of
voting securities shall take into account and shall include ownership as
determined by applying the provisions of Rule 13d-3(d)(1)(i) pursuant to the
Securities Exchange Act of 1934.

10.      ADJUSTMENTS.

         (a) In the event of any change affecting the Common Stock by reason of
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than cash dividends, the Board shall
make such substitution or adjustment in the aggregate number or class of shares
which may be distributed under the Plan and in the number, class and option
price or other price of shares subject to the outstanding options granted under
the Plan as it deems to be appropriate in order to maintain the purpose of the
original grant.

         (b) The Board shall be authorized to make adjustments in performance
award criteria or in the terms and conditions of the options in recognition of
unusual or non-recurring events affecting the Corporation or its financial
statements or changes in applicable laws, regulations or accounting principles.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any option in the manner and to the extent it shall
deem desirable to carry it into effect.

11.      WITHHOLDING.

         At the Board's discretion, the recipient of any option under the Plan
may be required to pay to the Corporation, in cash, Common Stock or other
property, or in a combination thereof, the amount of any taxes required to be
withheld with respect to such option or, the Corporation shall have the right to
retain from such option a sufficient number of shares of Common Stock to satisfy
the applicable withholding tax obligation.

12.      AMENDMENT OF THE PLAN.

         The Plan may at any time or from time to time be terminated, modified
or amended by the shareholders of the Corporation, or by the affirmative vote of
a majority interest of the

                                      - 5 -

<PAGE>   6


Common Stock of the Corporation. The Board may amend, alter or discontinue the
Plan or any portion thereof at any time the Plan in such respects as it shall
deem advisable and to the extent permitted by the Internal Revenue Code and
Securities and Exchange Act of 1934 and the rules and regulations promulgated
thereunder, provided that no amendment shall be made without shareholder
approval which shall (a) increase the total number of shares reserved for
issuance pursuant to the Plan; (b) change the class of eligible Participants; or
(c) materially increase the benefits under the Plan. No modification or
amendment of the Plan shall adversely affect options granted to a participant
which are exercisable at the time of the modification or amendment.

13.      INDEMNIFICATION OF BOARD.

         In addition to such other rights of indemnification as they may have as
Directors or as members of the Board, the members of the Board shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceedings, or in connection with any appeal thereof, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Board member is liable for
negligence or misconduct in the performance of his duties; provided that within
sixty (60) days after initiation of any such action, suit or proceeding the
Board member shall in writing offer the Corporation the opportunity, at its own
expense, to pursue and defend the same.

                                      - 6 -