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                                                                   Exhibit 10.13

                             FIRSTMERIT CORPORATION


                        1997 OMNIBUS INCENTIVE PLAN (SG)


          1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining directors, advisory directors, officers and employees
of the Company and its Affiliates.

          2. DEFINITIONS. The following definitions are applicable to the Plan:

             "Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Company as such terms are defined in Section 425(e) and (f),
respectively, of the Code.

             "Award" -- means the grant by the Committee under this Plan of an
Incentive Stock Option, a Non-Qualified Stock Option, a Stock Appreciation
Right, Restricted Stock or a Performance Award, or any combination thereof, as
provided in the Plan.

             "Award Agreement" -- means the agreement evidencing the grant of an
Award made under the Plan.

             "Cause" -- means Termination of Service by reason of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties or gross
negligence.

             "Code" -- means the Internal Revenue Code of 1986, as amended.

             "Committee" -- means the Committee referred to in Section 3 hereof.

             "Company" -- means FirstMerit Corporation, an Ohio corporation, as
successor in interest to Signal Corp.

             "Continuous Service" -- means the absence of any interruption or
termination of service as a director, advisory director, officer or employee of
the Company or an Affiliate, except that when used with respect to a person
granted an Incentive Stock Option means the absence of any interruption or
termination of service as an employee of the Company or an Affiliate. Service
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Company or in the case of transfers
between payroll locations of the Company or between the Company, its parent, its
subsidiaries or its successor.


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             "Early Retirement" -- means retirement from employment with or as a
director or advisory director of the Company prior to the Participant either (i)
having reached the age of 55 or (ii) having maintained Continuous Service for at
least three years.

             "ERISA" -- means the Employee Retirement Income Security Act of
1974, as amended.

             "FirstMerit Corporation" -- FirstMerit Corporation, an Ohio
corporation.

             "Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee which is intended to qualify as an Incentive Stock
Option under Section 422 of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed a Non-Qualified Stock Option.

             "Market Value" -- means the closing high bid with respect to a
Share on the date in question on the Nasdaq Stock Market, or any similar system
then in use, or, if the Shares are not then traded on the Nasdaq Stock Market or
any similar system, the closing sales price on such date (or, if there is no
reported sale on such date, on the last preceding date on which any reported
sale occurred) of a Share on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if on such date the Shares are not quoted on the
Composite Tape, on the New York Stock Exchange, or if the Shares are not listed
or admitted to trading on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 (the
"Exchange Act") on which the Shares are listed or admitted to trading, or, if
the Shares are not listed or admitted to trading on any such exchange, the fair
market value on such date of a Share as the Committee shall determine.

             "Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee which does not qualify, for any reason, as an Incentive
Stock Option under Section 422 of the Code.

             "Normal Retirement" -- means retirement from employment with or as
a director or advisory director of the Company after the Participant has (i)
reached the age of 65 and (ii) maintained Continuous Service for at least three
years.

             "Option" -- means an Incentive Stock Option or a Non-Qualified
Stock Option.

             "Participant" -- means any director, advisory director, officer or
employee of the Company or any Affiliate who is selected by the Committee to
receive an Award.

             "Plan" -- means the FirstMerit Corporation 1997 Omnibus Incentive
Plan (SG).

             "Restricted Stock" -- means Shares awarded to a Participant by the
Committee pursuant to Section 5(c) hereof.

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             "Shares" -- means the shares of common stock of FirstMerit
Corporation.

             "Ten Percent Holder" -- means any individual who owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company and any Affiliate.

          3. ADMINISTRATION. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of FirstMerit
Corporation, each of whom (i) shall be an outside director as defined under
Section 162(m) of the Code and the regulations thereunder and (ii) shall be a
Non-Employee Director as defined under Rule 16(b) of the Securities Exchange Act
of 1934 or any similar or successor provision. The members of the Committee
shall be appointed by the Board of Directors of the Company. Except as limited
by the express provisions of the Plan or by resolutions adopted by the Board of
Directors of the Company, the Committee shall have sole and complete authority
and discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe the
form and terms of instruments evidencing such grants; and (v) establish from
time to time regulations for the administration of the Plan, interpret the Plan,
and make all determinations deemed necessary or advisable for the administration
of the Plan.

         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 a majority of the Committee without a meeting,
shall be acts of the Committee.

          4. SHARES SUBJECT TO PLAN.

             (a) Subject to adjustment by the operation of Section 7, the
maximum number of Shares with respect to which Awards may be made under the Plan
is 438,011 Shares. The Shares with respect to which Awards may be made under the
Plan may be either authorized and unissued shares or previously issued shares
reacquired and held as treasury shares. Shares which are subject to Related
Stock Appreciation Rights and Related Options shall be counted only once in
determining whether the maximum number of Shares with respect to which Awards
may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any Option or Stock
Appreciation Right which terminates or with respect to Restricted Stock which is
forfeited, and new Awards may be granted under the Plan with respect to the
number of Shares as to which such termination or forfeiture has occurred.

             (b) During any calendar year, no Participant may be granted Awards
under the Plan with respect to more than 50,000 Shares, subject to adjustment as
provided in Section 7.


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          5. AWARDS.

             (a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine, including the granting of Options in tandem with
other Awards under the Plan:

                  (i) Exercise Price. The exercise price per Share for an Option
             shall be determined by the Committee; provided that, in the case of
             an Incentive Stock Option, the exercise price thereof shall not be
             less than 100% of the Market Value of a Share on the date of grant
             of such Option; provided further that, in the case of an Incentive
             Stock Option granted to a Ten Percent Holder, the exercise price
             thereof shall not be less than 110% of the Market Value of a Share
             on the date of grant of such Option.

                  (ii) Option Term. The term of each Option shall be fixed by
             the Committee, but shall be no greater than 15 years; provided
             that, in the case of an Incentive Stock Option, the term of such
             Option shall not exceed ten years; provided further that, in the
             case of an Incentive Stock Option granted to a Ten Percent Holder,
             the term of such option shall not exceed five years.

                  (iii) Time and Method of Exercise. Except as provided in
             paragraph (a) of Section 6, no Option granted hereunder may be
             exercised unless at the time the Participant exercises such Option,
             such Participant has maintained Continuous Service since the date
             of grant of such Option. To exercise an Option under the Plan, the
             Participant to whom such Option was granted shall give written
             notice to the Company in form satisfactory to the Committee (and,
             if partial exercises have been permitted by the Committee, by
             specifying the number of Shares with respect to which such
             Participant elects to exercise such Option) together with full
             payment of the exercise price, if any and to the extent notice is
             received by the Company. Payment, if any is required, shall be made
             either (i) in cash (including check, bank draft or money order) or
             (ii) by delivering (A) Shares already owned by the Participant and
             having a fair market value equal to the applicable exercise price,
             such fair market value to be determined in such appropriate manner
             as may be provided by the Committee or as may be required in order
             to comply with or to conform to requirements of any applicable laws
             or regulations, or (B) a combination of cash and such Shares.

                  (iv) Option Agreements. At the time of an Award of an Option,
             the Participant shall enter into an Award Agreement with the
             Company in a form specified by the Committee, agreeing to the terms
             and conditions of the Award and such other matters as the Committee
             shall in its sole discretion determine.

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                 (v) Limitations on Value of Exercisable Incentive
             Stock Options. The aggregate Market Value of the Shares with
             respect to which Incentive Stock Options are exercisable for the
             first time by a Participant in any calendar year shall not exceed
             $100,000.

                 (vi) Eligible Recipients of Incentive Stock Options. Incentive
             Stock Options may be granted by the Committee only to officers or
             employees of the Company or its Affiliates.

                  (b) Restricted Stock. The Committee is hereby authorized to
grant Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:

                  (i) Restrictions. Shares of Restricted Stock shall be subject
             to such restrictions as the Committee may impose (including,
             without limitation, any limitation on the right to vote a Share of
             Restricted Stock or the right to receive any dividend or other
             right or property with respect thereto), which restrictions may
             lapse separately or in combination at such time or times, in such
             installments or otherwise as the Committee may deem appropriate.
             During the period of time in which the Shares awarded as Restricted
             Stock are subject to the restrictions contemplated herein (a
             "Restricted Period"), unless otherwise permitted by the Plan or by
             the Committee as provided in the applicable Award Agreement, such
             Shares may not be sold, assigned, transferred, pledged or otherwise
             encumbered by the Participant. Except for the restrictions which
             may be imposed on Restricted Stock, a Participant to whom Shares of
             Restricted Stock have been awarded shall have all the rights of a
             stockholder, including but not limited to the right to receive all
             dividends paid on such Shares and the right to vote such Shares.

                  (ii) Restricted Stock Agreements. At the time of an Award of
             Shares of Restricted Stock, the Participant shall enter into an
             Award Agreement with the Company in a form specified by the
             Committee, agreeing to the terms and conditions of the Award and
             such other matters as the Committee shall in its sole discretion
             determine.

                  (iii) Stock Certificates. Any Restricted Stock granted under
             the Plan shall be evidenced by issuance of a stock certificate or
             certificates, which certificate or certificates shall be held by
             the Company. Such certificate or certificates shall be registered
             in the name of the Participant and shall bear the following (or
             similar) legend:



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                 "The transferability of this certificate and the shares of
                 stock represented hereby are subject to the terms and
                 conditions (including forfeiture) contained in the FirstMerit
                 Corporation 1997 Omnibus Incentive Plan (SG) and an Agreement
                 entered into between the registered owner and FirstMerit
                 Corporation (as successor in interest to Signal Corp.) Copies
                 of such Plan and Agreement are on file in the offices of the
                 Secretary of FirstMerit Corporation, III Cascade Plaza, Akron,
                 Ohio 44308.

                 (iv) Removal of Restrictions. Shares representing Restricted
             Stock that are no longer subject to restrictions shall be delivered
             to the holder thereof promptly after the applicable restrictions
             lapse or are waived.

          6. TERMINATION OF SERVICE.

             (a) Options and Stock Appreciation Rights.

                 (i) If a Participant to whom an Option was granted shall cease
             to maintain Continuous Service for any reason (including total and
             partial disability and Early Retirement, but excluding Normal
             Retirement, death and termination of employment by the Company or
             any Affiliate for Cause), such Participant may, but only within the
             period of three months, in the case of an Incentive Stock Option,
             or one year, in the case of a Non-Qualified Stock Option,
             immediately succeeding such cessation of Continuous Service and in
             no event after the expiration date of such Option, exercise such
             Option to the extent that such Participant was entitled to exercise
             such Option at the date of such cessation of Continuous Service. If
             the Continuous Service of a Participant to whom an Option was
             granted by the Company is terminated for Cause, all rights under
             any Option of such Participant shall expire immediately upon the
             giving to the Participant of notice of such termination.

                 (ii) If a Participant to whom an Option was granted shall cease
             to maintain Continuous Service due to Normal Retirement, such
             Participant may, but only within the period of three months, in the
             case of an Incentive Stock Option, or two years, in the case of a
             Non-Qualified Stock Option, immediately succeeding such cessation
             of Continuous Service and in no event after the expiration date of
             such Option, exercise such Option to the extent that such
             Participant was entitled to exercise such Option at the date of
             such cessation of Continuous Service.

                 (iii) In the event of the death of a Participant while in the
             Continuous Service of the Company or an Affiliate or within the
             periods referred to in paragraphs (a)(i) and (a)(ii) of this
             Section 6, the person to whom any Option held by the Participant at
             the time of his or her death is transferred by will or the laws of
             descent and distribution or in the case of an Award other than an
             Incentive Stock Option,

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             pursuant to a qualified domestic relations order, as defined in the
             Code or Title I of ERISA or the rules thereunder, or as otherwise
             permitted to be transferred under Section 10 of the Plan may, but
             only within the period of two years immediately succeeding the date
             of death of such Participant, and in no event after the expiration
             date of such Option, exercise such Option to the extent that such
             Participant was entitled to exercise such Option immediately prior
             to his death. Following the death of any Participant to whom an
             Option was granted under the Plan, the Committee may, as an
             alternative means of settlement of such Option, elect to pay to the
             person to whom such Option is transferred as permitted by Section
             10 of this Plan, the amount by which the Market Value per Share on
             the date of exercise of such Option shall exceed the exercise price
             of such Option, multiplied by the number of Shares with respect to
             which such Option is properly exercised. Any such settlement of an
             Option shall be considered an exercise of such Option for all
             purposes of the Plan.

                 (iv) Notwithstanding the provisions of subparagraphs (i)
             through (iii) above, the Committee may, in its sole discretion,
             establish different terms and conditions pertaining to the effect
             of termination to the extent permitted by applicable federal and
             state law.

             (b) Restricted Stock. Except as otherwise provided in this Plan, if
a Participant ceases to maintain Continuous Services for any reason (other than
death, total or partial disability or Normal or Early Retirement) unless the
Committee, in its sole discretion, shall otherwise determine, all shares of
Restricted Stock theretofore awarded to such Participant and which at the time
of such termination of Continuous Service are subject to the restrictions
imposed by paragraph (c)(i) of Section 5 shall upon such termination of
Continuous Service be forfeited and returned to the Company. Unless the
Committee, in its sole discretion, shall otherwise determine, if a Participant
ceases to maintain Continuous Service by reason of death, total or partial
disability or Normal or Early Retirement, all shares of Restricted Stock
theretofore awarded to such Participant and which at the time of such
termination of Continuous Service are subject to the restrictions imposed by
paragraph (c)(i) of Section 5 shall upon such termination of Continuous Service
be free of restrictions and shall not be forfeited.

          7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares and exercise price of the Award, if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise price
of the Award, if any, with respect to which Awards have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination shall
be conclusive. Any Award which is adjusted as a result of this Section 7 shall
be subject to the same restrictions as the original Award.



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          8. EFFECT OF MERGER ON OPTIONS. In the case of any merger,
consolidation or combination of the Company (other than a merger, consolidation
or combination in which the Company is the continuing corporation and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof), any
Participant to whom an Option has been granted shall have the right (subject to
the provisions of the Plan and any limitation applicable to such Option),
thereafter and during the term of each such Option, to receive, in lieu of
exercise of any such Option, an amount equal to the excess of the fair market
value on the date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such or Option, multiplied by
the number of Shares with respect to which such Option shall have been
exercised. Such amount may be payable fully in cash, fully in one or more of the
kind or kinds of property payable in such merger, consolidation or combination,
or partly in cash and partly in one or more of such kind or kinds of property,
all in the discretion of the Participant.

          9. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 9 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Company with respect to which 25% or more of the total
number of votes for the election of the Board of Directors of the Company may be
cast, (ii) as a result of, or in connection with, any cash tender offer, merger
or other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the Company
shall cease to constitute a majority of the Board of Directors of the Company,
or (iii) the stockholders of the Company shall approve an agreement providing
either for a transaction in which the Company will cease to be an independent
publicly-owned corporation or for a sale or other disposition of all or
substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise provided in the applicable Award Agreement,
any restrictions or vesting period with respect to any outstanding Awards shall
lapse and all such Awards shall become fully vested in the Participant to whom
such Awards were awarded; provided, however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.

          10. ASSIGNMENTS AND TRANSFERS. No Award granted under the Plan shall
be transferable otherwise than by will or the laws of descent and distribution,
except that an Award other than an Incentive Stock Option may be transferred
pursuant to a qualified domestic relations order or by gift to any member of the
Participant's immediate family or to a trust for the benefit of one or more of
such immediate family members. During the lifetime of an Award recipient, an
Award shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 10 a Participant's "immediate
family" shall mean the Participant's spouse, children and grandchildren.

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         11. EMPLOYEE RIGHTS UNDER THE PLAN. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant and no officer, employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Company or any Affiliate. Neither the Plan nor any action
taken thereunder shall be construed as giving any employee any right to be
retained in the employ of or serve as a director or advisory director of the
Company or any Affiliate.

         12. DELIVERY AND REGISTRATION OF STOCK. The Company's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to listing on
any stock exchange on which Shares may then be listed, and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the committee shall determine to be
necessary or advisable.

         13. WITHHOLDING TAX. Upon the termination of the restricted period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Company shall have the right to require the Participant or other
person receiving such shares to pay the Company the amount of any taxes which
the Company is required to withhold with respect to such shares, or, in lieu
thereof, to retain or sell without notice, a sufficient number of shares held by
it to cover the amount required to be withheld. The Company shall have the right
to deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company is required to withhold with respect to
such dividend payments.

         The Company shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Stock Appreciation Right under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Stock Appreciation Right pursuant to the Plan, the
Company shall have the right to require the Participant or such other person to
pay the Company the amount of any taxes which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.

         All withholding decisions pursuant to this Section 13 shall be at the
sole discretion of the Committee or the Company.

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         14. AMENDMENT OR TERMINATION.

             (a) Subject to paragraph (b) of this Section 14, the Board of
Directors of the Company may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of shareholders or Participants, except that any
such action will be subject to the approval of the Company's shareholders if,
when and to the extent such shareholder approval is necessary or required for
purposes of any applicable federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Shares may then be
listed or quoted, or if the Board of Directors of the Company, in its
discretion, determines to seek such shareholder approval.

             (b) Except as otherwise provided herein, the Committee may waive
any conditions of or rights of the Company or modify or amend the terms of any
outstanding Award. The Committee may not, however, amend, alter, suspend,
discontinue or terminate any outstanding Award without the consent of the
Participant or holder thereof, except as otherwise herein provided.

         15. EFFECTIVE DATE AND TERM OF PLAN. The plan shall become effective
upon its adoption by the Board of Directors of the Company, subject to the
approval of the Plan by the shareholders of the Company. It shall continue in
effect for a term of 15 years unless sooner terminated under Section 14 hereof.

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