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                                                                     Exhibit 4.5



                                    RPM, INC.

                      1996 KEY EMPLOYEES STOCK OPTION PLAN

         RPM, Inc. hereby adopts a stock option plan for the benefit of certain
persons and subject to the terms and provisions set forth below.

         1.       DEFINITIONS. The following terms shall have the meanings set
forth below whenever used in this instrument:

         (a)      The word "Board" shall mean the Board of Directors of the
                  Company.

         (b)      The word "Code" shall mean the United States Internal Revenue
                  Code of 1986, as amended, or successor provisions of future
                  United States revenue laws (Title 26 of the United States
                  Code).

         (c)      The word "Committee" shall mean the Compensation Committee
                  appointed by the Board.

         (d)      The words "Common Shares" shall mean the Common Shares,
                  without par value, of the Company.

         (e)      The word "Company" shall mean RPM, Inc., an Ohio corporation,
                  and any successor thereto which shall maintain this Plan.

         (f)      The word "Disability" shall mean the Optionee's inability to
                  engage in substantial gainful activity for the Company by
                  reason of any medically determinable physical or mental
                  impairment which can be expected to result in death or which
                  has lasted or can be expected to last for a continuous period
                  of not less than 12 months, as determined by the Committee
                  pursuant to written certification of such Disability from a
                  physician acceptable to the Committee.

         (g)      The words "Incentive Stock Option" shall mean any option which
                  qualifies as an Incentive Stock Option under terms of Section
                  422 of the Code.

         (h)      The words "Key Employee" shall mean any person who is an
                  executive officer or other valuable managerial or other
                  employee of either the Company or any Subsidiary.

         (i)      The word "Optionee" shall mean any Key Employee to whom a
                  stock option has been granted pursuant to this Plan.

         (j)      The word "Plan" shall mean this instrument, the RPM, Inc. 1996
                  Key Employees Stock Option Plan, as it is originally adopted
                  and as it may be amended hereafter.

         (k)      The word "Subsidiary" shall mean any domestic or foreign
                  corporation at least 50% of the common stock of which is owned
                  directly or indirectly by the Company.


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         (l)      The words "Substantial Shareholder" shall mean any employee
                  who owns directly and through attribution more than 10% of the
                  total combined voting power of all classes of stock of either
                  the Company or any Subsidiary. Ownership shall be determined
                  in accordance with Section 424(d) of the Code and lawful
                  applicable regulations.

         2. PURPOSE OF THE PLAN. The purpose of the Plan is to provide Key
Employees of the Company and its Subsidiaries with greater incentive to serve
and promote the interests of the Company and its shareholders. The premise of
the Plan is that, if such persons acquire a proprietary interest in the business
of the Company or increase such proprietary interest as they may already hold,
then the incentive of such persons to work toward the Company's continued
success will be commensurately increased. Accordingly, the Company will, from
time to time during the effective period of the Plan, grant to such Key
Employees as may be selected to participate in the Plan options to purchase
Common Shares on the terms and subject to the conditions set forth in the Plan.
Key Employees may be granted either Incentive Stock Options or nonqualified
stock options.

         3. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on
August 15, 1996 subject to approval by holders of a majority of the outstanding
shares of voting capital stock of the Company entitled to vote thereon
represented in person or by proxy at a meeting of shareholders. In the event
that such shareholder approval has not occurred on or before August 15, 1997,
the Plan and any options granted hereunder shall be null and void. If, however,
the Plan is so approved, subject to the provisions of Section 8, no further
shareholder approval shall be required with respect to the granting of any
options pursuant to the Plan.

         4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee. The Committee shall consist of no fewer than three (3) members, who
shall be designated by and be members of the Board. Each member of the Committee
shall be a "disinterested person" within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 or any amendment of or successor to
such Rule as may be in effect from time to time and an "outside director" within
the meaning of Section 162(m) of the Code or any amendment of or successor to
such provision as may be in effect from time to time. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all of the members, shall be acts of the Committee. Subject to the terms and
conditions of the Plan, the Committee shall have full and final authority in its
absolute discretion:

         (a)      To select the Key Employees to whom options will be granted;

         (b)      To determine the number of Common Shares subject to any
                  option;

         (c)      To determine the time or times when options will be granted;

         (d)      To determine the option price of Common Shares subject to an
                  option;

         (e)      To determine the time or times when each option may be
                  exercised and the duration of the exercise period;


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         (f)      To determine at the time of grant of an option whether and to
                  what extent such option is an Incentive Stock Option under
                  Section 422 of the Code and regulations thereunder as the same
                  or any successor statute or regulations may at the time be in
                  effect;

         (g)      To determine whether stock appreciation rights shall be made
                  part of any option grant pursuant to Section 9 hereof, the
                  method of valuing the stock appreciation rights and whether
                  the stock appreciation rights may be exercised in lieu of or
                  in addition to the related option;

         (h)      To prescribe the form of the option agreements governing the
                  options which are granted under the Plan and to set the
                  provisions of such option agreements as the Committee may deem
                  necessary or desirable provided such provisions are not
                  contrary to the terms and conditions of either the Plan or,
                  where the option is an Incentive Stock Option, Section 422 of
                  the Code and regulations thereunder as the same or any
                  successor statute or regulations may at the time be in effect;

         (i)      To adopt, amend and rescind such rules and regulations as, in
                  the Committee's opinion, may be advisable in the
                  administration of the Plan; and

         (j)      To construe and interpret the Plan, the rules and regulations
                  and the instruments evidencing options granted under the Plan
                  and to make all other determinations deemed necessary or
                  advisable for the administration of the Plan.

Any decision made or action taken by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations, shall, to the extent permitted by law, be conclusive and
binding upon all Optionees under the Plan and upon any person claiming under or
through such an Optionee. Neither the Committee nor any of its members shall be
liable for any act taken by the Committee pursuant to the Plan. No member of the
Committee shall be liable for the act of any other member.

         5. PERSONS ELIGIBLE FOR OPTIONS. Subject to the restrictions herein
contained, options may be granted from time to time in the discretion of the
Committee only to such Key Employees, as designated by the Committee, whose
initiative and efforts contribute or may be expected to contribute to the
continued growth and future success of the Company and/or its Subsidiaries.
Notwithstanding the preceding sentence, a Key Employee who renounces in writing
any right he or she may have to receive stock options under the Plan shall not
be eligible to receive any stock options under the Plan. No option shall be
granted to any Key Employee during any period of time when he or she is on leave
of absence. The Committee may grant more than one option, with or without stock
appreciation rights, to the same Key Employee.

         6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 9
concerning payment for stock appreciation rights in Common Shares and subject to
the provisions of the next succeeding paragraph of this Section 6, the aggregate
number of Common Shares for which options may be granted under the Plan shall be
Three Million Six Hundred Thousand (3,600,000) Common Shares. The maximum number
of Common Shares for which options may be granted under the Plan to any one
person shall be Five Hundred Thousand (500,000) Common Shares.



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Either treasury or authorized and unissued Common Shares, or both, in such
amounts, within the maximum limits of the Plan, as the Committee shall from time
to time determine, may be so issued. All Common Shares which are the subject of
any lapsed, expired or terminated options shall not thereafter be available for
reoffering under the Plan. If an option granted under this Plan is exercised
pursuant to the terms and conditions determined by the Committee under
Subsection 7(d), any Common Shares which are the subject thereof shall not
thereafter be available for reoffering under the Plan to any Key Employee. If a
stock appreciation right is granted in conjunction with an option pursuant to
Section 9, and if the option agreement with the Optionee provides that exercise
of the stock appreciation right shall be in lieu of exercise of the options, and
the stock appreciation right is thereafter exercised in whole or in part, then
the option or the portion thereof with respect to which the stock appreciation
right was exercised shall be deemed to have been exercised and shall not
thereafter be available for reoffering under the Plan.

         In the event that subsequent to the date of effectiveness of the Plan,
the outstanding Common Shares are, as a result of a stock split, stock dividend,
combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization, spin-off, split-off, split-up or other such change (including,
without limitation, any transaction described in Section 424(a) of the Code) or
a special dividend or other distribution to the Company's shareholders,
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company, then (i) there shall
automatically be substituted for each Common Share subject to an unexercised
option granted under the Plan and each Common Share available for additional
grants of options under the Plan the number and kind of shares of stock or other
securities into which each outstanding Common Share shall be exchanged, (ii) the
option price per Common Share or unit of securities shall be increased or
decreased proportionately so that the aggregate purchase price for the
securities subject to the option shall remain the same as immediately prior to
such event, and (iii) the Committee shall make such other adjustments to the
securities subject to options, the provisions of the Plan, and option agreements
as may be appropriate or equitable, in order to prevent dilution or enlargement
of option rights and in compliance with the provisions of Section 424(a) of the
Code to the extent applicable and any such adjustment shall be final, binding
and conclusive as to each Optionee. Any such adjustment may, in the discretion
of the Committee, provide for the elimination of fractional shares.

         7. OPTION PROVISIONS.

         (a) Option Price. The option price per Common Share which is the
subject of an Incentive Stock Option under the Plan shall be determined by the
Committee at the time of grant but shall not be less than one hundred percent
(100%) of the fair market value of a Common Share at the close of business on
the date the Incentive Stock Option is granted; provided, however, that if a Key
Employee to whom an Incentive Stock Option is granted is at the time of the
grant a Substantial Shareholder, the option price per Common Share shall be
determined by the Committee but shall never be less than one hundred ten percent
(110%) of the fair market value of a Common Share on the date the option is
granted. The option price per Common Share under each option granted pursuant to
the Plan which is not an Incentive Stock Option shall be determined by the
Committee at the time of grant, and may be above or below the fair market value
of a Common Share on the date the option is granted. Such fair market value
shall be


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determined in accordance with procedures to be established by the Committee. The
date on which the Committee approves the granting of an option shall be deemed
for all purposes hereunder the date on which the option is granted.

         (b) Period of Option. The Committee shall determine when each option is
to expire but no option shall be exercisable after ten (10) years have elapsed
from the date upon which the option is granted. Each option shall be subject to
earlier termination as provided in Subsection 7(e) hereunder.

         (c) Limitation on Exercise and Transfer of Option. Except as otherwise
provided in the event of an Optionee's death, only the Optionee may exercise an
option, provided that a guardian or other legal representative who has been duly
appointed for such Optionee may exercise an option on behalf of the Optionee. No
option granted hereunder shall be transferable other than (i) by the Last Will
and Testament of the Optionee or, if the Optionee dies intestate, by the
applicable laws of descent and distribution, or (ii) to the extent approved by
the Committee, pursuant to a qualified domestic relations order as defined by
the Code or the rules thereunder. No option granted hereunder may be pledged or
hypothecated, nor shall any such option be subject to execution, attachment or
similar process.

         (d) Conditions Governing Exercise of Option. The Committee may, in its
absolute discretion, either require that, prior to the exercise of any option
granted hereunder, the Optionee shall have been an employee for a specified
period of time after the date such option was granted, or make any option
granted hereunder immediately exercisable. Each option shall be subject to such
additional restrictions or conditions with respect to the right to exercise and
the time and method of exercise as shall be prescribed by the Committee. Upon
satisfaction of any such conditions, the option may be exercised in whole or in
part at any time during the option period, but this right of exercise shall be
limited to whole shares, unless the Committee shall otherwise provide. Options
shall be exercised by the Optionee (i) giving written notice to the Secretary of
the Company at its principal office of the Optionee's exercise of the option and
the number of shares with respect to which the option is being exercised,
accompanied by full payment of the purchase price either in cash or, with the
consent of the Committee, in whole or in part in Common Shares having a fair
market value on the date the option is exercised equal to that portion of the
purchase price for which payment in cash is not made, and (ii) making
appropriate arrangements with the Company with respect to income tax
withholding, as required, which arrangements may include, in lieu of other
withholding arrangements, (a) the Company withholding from issuance to the
Optionee such number of Common Shares otherwise issuable upon exercise of the
option as the Company and the Optionee may agree; provided that such Optionee,
if subject to Section 16 of the Securities Exchange Act of 1934 or any successor
provision, has had on file with the Committee, for at least six (6) months prior
thereto, an effective standing election to satisfy said Optionee's tax
withholding obligations in such a fashion, which election form by its terms
shall not be revocable or amendable for at least six (6) months, or (b) with the
consent of the Committee, the Optionee's delivery to the Company of Common
Shares having a fair market value on the date the option is exercised equal to
that portion of the withholding obligation for which payment in cash is not
made. Such notice shall be deemed delivered when deposited in the mails.
Notwithstanding anything in the foregoing to the contrary, in the event of a
"change in control" the Committee shall have the authority and power: (i) to
cause all outstanding options to be immediately exercisable notwithstanding any



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vesting limitation otherwise previously imposed on such options; and (ii) to
accelerate the termination date of all such options. Thereafter, upon such
determination, an Optionee may exercise any and all outstanding options (in
whole or in part), whether or not such options are by their terms fully
exercisable at such time, and the Committee may authorize the acceptance of the
surrender of the right to exercise such option or any portion thereof, but in no
event after the expiration of the term of the option. The term "change in
control" shall include, but not be limited to: (i) the first purchase of shares
pursuant to a tender offer or exchange (other than a tender offer or exchange by
the Company) for all or part of the Company's Common Shares or of any class or
any securities convertible into such Common Shares; (ii) the receipt by the
Company of a Schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of twenty percent (20%) or more of the Company's Common
Shares calculated as provided in paragraph (d) of said Rule 13d-3; (iii) the
date of approval by shareholders of the Company of an agreement providing for
any consolidation or merger of the Company in which the Company will not be the
continuing or surviving corporation or pursuant to which capital stock, or any
class or any securities convertible into such capital stock, of the Company
would be converted into cash, securities, or other property, other than a merger
of the Company in which the holders of common stock of all classes of the
Company immediately prior to the merger would have the same proportion of
ownership of common stock of the surviving corporation immediately after the
merger; (iv) the date of the approval by shareholders of the Company of any
sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the Company; (v)
the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company; or (vi) such other event as the
Committee shall, in its sole and absolute discretion, deem to be a "change in
control." The manner of application and interpretation of the foregoing
provisions shall be determined by the Committee in its sole and absolute
discretion.

         (e) Termination of Employment, Etc. If an Optionee ceases to be an
employee of the Company or its Subsidiaries, his or her option shall, unless
otherwise provided for by an action of the Committee or in the option agreement
between the Optionee and the Company, terminate on the date he or she ceases to
be an employee and neither he nor she nor any other person shall have any rights
after the date he or she ceases to be an employee to exercise all or any part of
the option. An Optionee's employment shall not be deemed to have terminated
while he or she is on a temporary military, sick or other bona fide leave of
absence from the Company or a Subsidiary approved in writing by the Company,
such as a leave of absence as is described in Section 1.421-7(h) of the Federal
Income Tax Regulations or any lawful successor regulations thereto; provided,
however, that the Committee may impose such terms and conditions with respect to
such leaves as it deems proper as are consistent with such regulations. If the
stock option is an Incentive Stock Option, no option agreement shall:

                  (i)      permit any Optionee to exercise any Incentive Stock
                           Option more than three (3) months after the date the
                           Optionee ceased to be an employee of the Company and
                           all Subsidiaries (but not beyond the original term of
                           the option) if the reason for the Optionee's
                           cessation as an employee was other than his or her
                           death or his or her Disability; or


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                  (ii)     permit any Optionee to exercise any Incentive Stock
                           Option more than one (1) year after the date the
                           Optionee ceased to be an employee of the Company and
                           all Subsidiaries (but not beyond the original term of
                           the option) if the reason for the Optionee's
                           cessation as an employee was the Optionee's
                           Disability; or

                  (iii)    permit any person to exercise any Incentive Stock
                           Option more than one (1) year after the date the
                           Optionee ceased to be an employee of the Company and
                           all Subsidiaries (but not beyond the original term of
                           the option) if either (A) the reason for the
                           Optionee's cessation as an employee was his or her
                           death or (B) the Optionee died within three (3)
                           months after ceasing to be an employee of the Company
                           and all Subsidiaries.

If any option is by the terms of the option agreement exercisable following the
Optionee's death, then such option shall be exercisable by the Optionee's
estate, or the person designated in the Optionee's Last Will and Testament, or
the person to whom the option was transferred by the applicable laws of descent
and distribution.

         (f) Limitations on Grant of Incentive Stock Options. During the
calendar year in which any Incentive Stock Options granted by the Company or any
Subsidiary first become exercisable by any Optionee, the aggregate fair market
value of the Common Shares which are subject to such Incentive Stock Options
(determined as of the date the Incentive Stock Options were granted) shall not
exceed the sum of One Hundred Thousand Dollars ($100,000.00). Options which are
not designated as Incentive Stock Options shall not be subject to the limitation
described in the preceding sentence and shall not be counted when applying such
limitation.

         (g) Prohibition of Alternative Options. It is intended that Key
Employees may be granted, simultaneously or from time to time, Incentive Stock
Options or other stock options, but no Key Employees shall be granted
alternative rights in Incentive Stock Options and other stock options so as to
prevent options granted as Incentive Stock Options under the Plan from
qualifying as such within the meaning of Section 422 of the Code.

         (h) Waiver by Committee of Conditions Governing Exercise of Option. The
Committee may, in its sole discretion, waive any restrictions or conditions set
forth in an option agreement concerning an Optionee's right to exercise any
option and/or the time and method of exercise.

         8. AMENDMENTS TO THE PLAN. The Committee is authorized to interpret the
Plan and from time to time adopt any rules and regulations for carrying out the
Plan that it may deem advisable. Subject to the approval of the Board, the
Committee may at any time amend, modify, suspend or terminate the Plan. In no
event, however, without the approval of the Company's shareholders, shall any
action of the Committee or the Board result in:

         (a)      Amending, modifying or altering the eligibility requirements
                  provided in Section 5 hereof;


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         (b)      Increasing or decreasing, except as provided in Section 6
                  hereof, the maximum number of shares for which options may be
                  granted;

         (c)      Decreasing the minimum option price per share at which certain
                  options may be granted under the Plan, as provided in Section
                  7(a) hereof;

         (d)      Extending either the maximum period during which an option is
                  exercisable as provided in Section 7(b) hereof or the date on
                  which the Plan shall terminate as provided in Section 12
                  hereof;

         (e)      Changing the requirements relating to the Committee; or

         (f)      Making any other change, without the Optionee's consent, which
                  would cause any option granted under the Plan as an Incentive
                  Stock Option not to qualify as an Incentive Stock Option
                  within the meaning of Section 422 of the Code;

except as necessary to conform the Plan and the option agreements to changes in
the Code or other governing law. No option may be granted during any suspension
of this Plan or after this Plan has terminated and no amendment, suspension or
termination shall, without the Optionee's consent, alter or impair any of the
rights or obligations under an option theretofore granted to such Optionee under
this Plan.

         9. STOCK APPRECIATION RIGHTS. The Committee may provide, at the time of
the grant of a stock option and upon such terms and conditions as it deems
appropriate, that an Optionee shall have the right with respect to all or a
portion of the options granted to him or her to elect to surrender such options
in exchange for the consideration set forth in this Section 9 in lieu of
exercising such options. Alternatively, the Committee may provide, at the time
of the grant of a stock option and upon such terms and conditions as it deems
appropriate, that an Optionee shall have the right with respect to all or a
portion of the options granted to him or her to receive the consideration set
forth in this Section 9 upon exercising such options in addition to any Common
Shares purchased upon exercise thereof. Stock appreciation rights must be
specifically granted by the Committee; provided, however, the Committee shall
have no authority to grant stock appreciation rights except in connection with
the grant of a stock option pursuant to the Plan, and no Optionee shall be
entitled to such rights solely as a result of the grant of an option to him or
her. Stock appreciation rights, if granted, may be exercised either with respect
to all or a portion of the option to which they relate. Stock appreciation
rights shall not be transferable separate from the option with respect to which
they were granted and shall be subject to all of the restrictions on transfer
applicable to the said options. Stock appreciation rights shall be exercisable
only at such times and by such persons as are specified in the option agreement
governing the stock option with respect to which the stock appreciation rights
were granted. A stock appreciation right shall provide that an Optionee shall
have the right to receive a percentage, not greater than One Hundred Percent
(100%), of the excess over the option price, if any, of the fair market value of
the Common Shares covered by the option, as determined by the Committee as of
the date of exercise of the stock appreciation right, in the manner provided for
herein. Such amount shall be payable in one or more of the following manners, as
shall be determined by the Committee:


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         (a)      in cash;

         (b)      in Common Shares having a fair market value equal to such
                  amount; or

         (c)      in a combination of cash and Common Shares.

Any payment made pursuant to this Section 9, whether in cash or in Common
Shares, shall thereby reduce the number of shares available for the grant of
options under this Plan.

         In no event may any Optionee exercise any stock appreciation rights
granted hereunder unless such Optionee is then permitted to exercise the option
or the portion thereof with respect to which such stock appreciation rights
relate. If the option agreement with the Optionee provides that exercise of the
stock appreciation right shall be in lieu of exercise of the option, then (i)
upon the exercise of any stock appreciation rights, the option or that portion
thereof to which the stock appreciation rights relate shall be cancelled, and
(ii) upon the exercise of the option or that portion thereof to which the stock
appreciation rights relate, the stock appreciation rights shall be cancelled,
and the option agreement governing such option shall be deemed amended as
appropriate without any further action by the Committee or the Optionee. If the
option agreement with the Optionee provides that exercise of the stock
appreciation right shall be in addition to exercise of the option, then (i) upon
the exercise of any stock appreciation rights, the option or that portion
thereof to which the stock appreciation rights relate shall be deemed exercised,
and (ii) upon the exercise of the option, the stock appreciation rights
corresponding thereto shall be deemed exercised to the extent the option is
exercised. The terms of any stock appreciation rights granted hereunder shall be
incorporated into the option agreement which governs the option with respect to
which the stock appreciation rights are granted, and shall be on such terms as
the Committee shall prescribe which are not inconsistent with this Plan. The
granting of an option or stock appreciation right shall impose no obligation
upon the Optionee to exercise such option or right. The Company's obligation to
satisfy stock appreciation rights shall not be funded or secured in any manner.

         10. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The Committee may
condition its grant of any option hereunder upon receipt of an investment
representation from the Optionee which shall be substantially similar to the
following:

         "Optionee agrees that any Common Shares of RPM, Inc. which Optionee may
         acquire by virtue of the exercise of this option shall be acquired for
         investment purposes only and not with a view to distribution or resale;
         provided, however, that this restriction shall become inoperative in
         the event the Common Shares of RPM, Inc. which are subject to this
         option shall be registered under the Securities Act of 1933, as
         amended, or in the event RPM, Inc. is otherwise satisfied that the
         offer or sale of the Common Shares of RPM, Inc. which are subject to
         this option may lawfully be made without registration under the
         Securities Act of 1933, as amended."

The Company shall not be required to issue any certificates for Common Shares
upon the exercise of an option or a stock appreciation right granted under the
Plan prior to (i) obtaining any approval from any governmental agency which the
Committee shall, in its sole discretion, determine to be necessary or advisable,
(ii) the admission of such Common Shares to listing on


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any national securities exchange on which the Common Shares may be listed, (iii)
completion of any registration or other qualification of the Common Shares under
any state or federal law or ruling or regulations of any governmental body which
the Committee shall, in its sole discretion, determine to be necessary or
advisable, or the determination by the Committee, in its sole discretion, that
any registration or other qualification of the Common Shares is not necessary or
advisable and (iv) obtaining an investment representation from the Optionee in
the form set forth above or in such other form as the Committee, in its sole
discretion, shall determine to be adequate.

         11. GENERAL PROVISIONS.

         (a) Option Agreements Need Not Be Identical. The form and substance of
option agreements and grants of stock appreciation rights, whether granted at
the same or different times, need not be identical.

         (b) No Right To Be Employed, Etc. Nothing in the Plan or in any option
agreement shall confer upon any Optionee any right to continue as an employee of
the Company or a Subsidiary, or to serve as a member of the Board, or to be
entitled to receive any remuneration or benefits not set forth in the Plan or
such option agreement, or to interfere with or limit either the right of the
Company or a Subsidiary to terminate the Optionee's employment at any time or
the right of the shareholders of the Company to remove him or her as a member of
the Board, with or without cause.

         (c) Optionee Does Not Have Rights Of Shareholder. Nothing contained in
the Plan or in any option agreement shall be construed as entitling any Optionee
to any rights of a shareholder as a result of the grant of an option until such
time as Common Shares are actually issued to such Optionee pursuant to the
exercise of an option or stock appreciation right.

         (d) Successors In Interest. The Plan shall be binding upon the
successors and assigns of the Company.

         (e) No Liability Upon Distribution Of Shares. The liability of the
Company under the Plan and any distribution of Common Shares made hereunder is
limited to the obligations set forth herein with respect to such distribution
and no term or provision of the Plan shall be construed to impose any liability
on the Company or the Committee in favor of any person with respect to any loss,
cost or expense which the person may incur in connection with or arising out of
any transaction in connection with the Plan, including, but not limited to, any
liability to any Federal, state, or local tax authority and/or any securities
regulatory authority.

         (f) Taxes. Appropriate provisions shall be made for all taxes required
to be withheld and/or paid in connection with the options or the exercise
thereof, and the transfer of Common Shares pursuant thereto, under the
applicable laws or other regulations of any governmental authority, whether
Federal, state or local and whether domestic or foreign.

         (g) Use Of Proceeds. The cash proceeds received by the Company from the
issuance of Common Shares pursuant to the Plan will be used for general
corporate purposes, or in such other manner as the Board deems appropriate.


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         (h) Expenses. The expenses of administering the Plan shall be borne by
the Company.

         (i) Captions. The captions and section numbers appearing in the Plan
are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of the Plan.

         (j) Number. The use of the singular or plural herein shall not be
restrictive as to number and shall be interpreted in all cases as the context
may require.

         (k) Gender. The use of the feminine, masculine or neuter pronoun shall
not be restrictive as to gender and shall be interpreted in all cases as the
context may require.

         12. TERMINATION OF THE PLAN. The Plan shall terminate on August 15,
2006, and thereafter no options shall be granted under the Plan. All options
outstanding at the time of termination of the Plan shall continue in full force
and effect according to the terms of the option agreements governing such
options and the terms and conditions of the Plan.

         13. GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Ohio and any applicable federal law.

         14. VENUE. The venue of any claim brought hereunder by a Key Employee
shall be Cleveland, Ohio.

         15. CHANGES IN GOVERNING RULES AND REGULATIONS. All references herein
to the Code or sections thereof, or to rules and regulations of the Department
of Treasury or of the Securities and Exchange Commission, shall mean and include
the Code sections thereof and such rules and regulations as are now in effect or
as they may be subsequently amended, modified, substituted or superseded.



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