1

                                                                    Exhibit 10.6


                                 PROMISSORY NOTE
                                 ---------------

$714,150                                                   _______________, 1997

     FOR VALUE RECEIVED, the OHIO STATE FINANCIAL SERVICES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN ("Borrower") promises to pay to the order of OHIO STATE FINANCIAL
SERVICES, INC. ("Lender"), in accordance with the terms hereof, the principal
sum of Seven Hundred Fourteen Thousand One Hundred Fifty Dollars ($714,150)
together with interest thereon from and after the date hereof at the rate of
_____ and _____ hundredths percent (____%) per annum.

     Said principal and interest shall be due and payable as follows:

     (i) principal shall be due and payable in ten equal annual installments of
Seventy-One Thousand Four Hundred Fifteen Dollars ($71,415) each, commencing on
December 31, 1997, and continuing on the same date of each of the next nine
calendar years thereafter; and

     (ii) accrued interest shall be due and payable in full on the due date of
each principal installment hereunder.

     Borrower may at any time prepay the indebtedness evidenced hereby;
provided, however, that (i) notwithstanding anything contained herein to the
contrary, the aggregate amount of payments made hereunder in any plan year of
the Borrower shall in no event exceed the maximum amount permitted under 26
C.F.R. Sec. 54.4975-7(b)(5); and (ii) no prepayment shall excuse Borrower from
making principal and interest payments subsequently scheduled hereunder.

     Borrower shall use the proceeds of the loan evidenced by this Note solely
for the purpose of acquiring common shares of the Lender that constitute
"qualifying employer securities" as defined in 26 C.F.R. Section 54.4975-12.

     Borrower shall be in default hereunder and an event of default (an "Event
of Default") shall be deemed to have occurred if (i) Borrower fails to make any
installment of principal or interest when due and payable hereunder and such
failure continues unremedied for a period of 10 days after written notice of
such default has been delivered by Lender to Borrower, or (ii) an Event of
Default occurs under the Pledge Agreement (as hereinafter defined).

     Upon the occurrence of an Event of Default hereunder, Lender may then or at
any time thereafter during the continuance of the event of default, at its
option, exercise any of the rights or remedies available to it under applicable
law, this Note or the Pledge Agreement; provided, however, that Lender shall not
be entitled to exercise any right or remedy that would cause the loan evidenced
by this Note to become a "non-exempt loan" as defined in 26 C.F.R. Section
54.4975-7(b)(1).

   2
     This Note is secured by an ESOP Stock Pledge Agreement of even date
herewith between the Lender and the Borrower (the "Pledge Agreement").
Notwithstanding anything contained herein to the contrary, this Note and the
loan evidenced hereby are non-recourse to the Borrower. The Borrower shall not
be personally liable for the payment of any sums due under this Note, and
liability for payment of any such sums shall not be enforceable against any
property of the Borrower, other than the Collateral (as defined in the Pledge
Agreement), and the Lender's recourse against Borrower shall be limited to such
Collateral. This limitation of liability, however, shall not prejudice the right
of the Lender to enforce the pledge and security interest granted with respect
to the Collateral under the Pledge Agreement.

     No delay or omission by the Lender in exercising any right or remedy shall
be a waiver of such right or remedy or any other rights or remedies, or of any
event of default. A waiver of a right or remedy or of an event of default on one
occasion shall not be construed as a bar or waiver on any other occasion. If any
provision of this Note is held invalid, such provision will be ineffective to
the extent of such invalidity, without invalidating the remainder of such
provision or the other provisions of this Note.

     Presentment for payment, demand for payment, notice of default or dishonor,
protest, notice of protest and all other demands and notices in connection with
the delivery, acceptance, performance, default, endorsement and enforcement of
this Note, except for notices expressly provided for in this Note, are hereby
waived.

     This Note shall be governed by and construed in accordance with the laws of
the State of Ohio.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of
the date first above written.

                                        OHIO STATE FINANCIAL SERVICES, INC.
                                        EMPLOYEE STOCK OWNERSHIP PLAN

                                        By: FIRST BANKER TRUST COMPANY,
                                            N.A., TRUSTEE

                                        By:
                                           -------------------------------------
                                           Carmen Walch
                                           Its: Trust Officer


                                      -2-