<PAGE>   1
                                                                   EXHIBIT 10.11

                             FIRSTMERIT CORPORATION

            AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN (SG)

         1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers and employees of the Corporation
and its Affiliates and for promoting employee and director stock ownership in
the Corporation.

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

            "Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the corporation as such terms are defined in Section 424 (e) and
(f), respectively, of the Code.

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

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

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

            "Continuous Service" - means the absence of any interruption or
termination of service as a director, officer or employee of the Corporation or
an Affiliate, except that when used with respect to persons granted an incentive
Stock Option shall mean the absence of any interruption or termination of
service as an employee of the Corporation 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 Corporation or in the case of transfers between
payroll locations of the corporation or between the Corporation, its parent, its
subsidiaries or its successor.

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

            "Disinterested Person" - means any member of the Board of Directors
of FirstMerit who, at the time discretion under the Plan is exercised, has not
at any time within one year prior to such use of discretion, been selected as a
Participant in the Plan or as a person to whom stock may be allocated or to whom
stock options or stock appreciation rights may be granted pursuant to any other
plan of FirstMerit or any of its affiliates (as that term is used in the
Exchange Act) entitling the participants therein to acquire stock, stock options
or stock appreciation rights of FirstMerit or of any such affiliates, except as
provided in Rule 16b-3(c)(2)(i) under the Exchange Act; provided, however, that
no recipient of an award granted pursuant to Section 21 hereof shall be deemed
not to be a Disinterested Person solely by reason of such grant.

            "Employee" - means any person who is employed on a full time basis
by the Corporation or any Affiliate.



<PAGE>   2




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

            "Exchange Act" - means the Securities Exchange Act of 1934, as
amended.

            "Exercise Price" - means (i) in the case of an Option, the price per
Share at which the Shares subject to such Option may be purchased upon exercise
of such Option and (ii) in the case of a Right, the price per Share (other than
the Market Value per Share on the date of exercise and the Offer Price per Share
as defined in Section 10 hereof) which, upon grant, the Committee determines
shall be utilized in calculating the aggregate value which a Participant shall
be entitled to receive pursuant to Sections 9, 10, or 13 hereof upon exercise of
such Right.

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

            "Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.

            "Market Value" - means the average of the high and low quoted sales
price on the date in question (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 the 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 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
average of the high and low quoted sale price with respect to a Share on such
date on the National Association of Securities Dealers, Inc., Automated
Quotations System, or any similar system then in use, or, if no such quotations
are available, 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 pursuant to Section 6 hereof, which option is not
intended to qualify under Section 422 of the Code.

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

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

            "Plan" - means the FirstMerit Corporation Amended and Restated Stock
Option and Incentive Plan (SG).



                                       -2-

<PAGE>   3



            "Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 9 hereof with respect to Restricted Stock awarded under the Plan.

            "Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions referred
to in Section 9 hereof, so long as such restrictions are in effect.

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

            "Senior Officer" - means the Corporation's president, principal
financial officer, or principal accounting officer, any vice-president of the
Corporation in charge of a principal business unit, division or function (such
as sales, administration or finance), any other officer who performs a
policy-making function, or any other person who performs similar policy-making
functions for the Corporation. Officers of the Corporation's Affiliates shall be
deemed officers of the Corporation if they perform such policy-making functions
for the Corporation.

            "Ten Percent Beneficial owner" - means the beneficial owner of more
than ten percent of any class of the Corporation's equity securities registered
pursuant to Section 10 of the Exchange Act.

         3. ADMINISTRATION. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested Person.
The members of the Committee shall be appointed by the Board of Directors of the
Corporation. Except as limited by the express provisions of the Plan, 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. The Committee
may maintain, and update from time to time as appropriate, a list designating
selected directors as Disinterested Persons. The purpose of such list shall be
to evidence the status of such individuals as Disinterested persons, and the
Board of Directors may appoint to the Committee any individual actually
qualifying as a Disinterested Person, regardless of whether identified as such
on said list.

         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. PARTICIPATION. The committee may select from time to time
Participants in the Plan from those directors, officers and employees (other
than Disinterested Persons), of the Corporation or its affiliates who, in the
opinion of the Committee, have the capacity for contributing to the successful
performance of the Corporation or its affiliates.

                                       -3-

<PAGE>   4



         5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 10 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 110,234 Shares. The Shares with respect to which
Awards may be made under the Plan may be either authorized and unissued shares
or issued shares heretofore or hereafter reacquired and held as treasury shares.
An Award shall not be considered to have been made under the Plan with respect
to any Option 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.

         6. GENERAL TERMS AND CONDITIONS OF OPTIONS. The Committee shall have
full and complete authority and discretion, except as expressly limited by the
Plan, to grant Options and to provide the terms and conditions (which need not
be identical among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise Price of any
Option, which shall not be less than the Market Value per Share at the date of
grant of such Option (ii) the number of Shares subject to, and the expiration
date of, any Option, which expiration date shall not exceed ten years from the
date of grant, (iii) the manner, time and rate (cumulative or otherwise) of
exercise of such Option, and (iv) the restrictions, if any, to be placed upon
such Option. The Committee may, as a condition of granting any Option, require
that a Participant agree not to thereafter exercise one or more Options
previously granted to such Participant.

            7. EXERCISE OF OPTIONS.

                  (a) An Option granted under the Plan shall be exercisable
during the lifetime of the Participant to whom such Option was granted only by
such Participant, and except as provided in paragraphs (c) and (d) of this
Section 7, no such Option may be exercised unless at the time such Participant
exercises such Option, such Participant has maintained Continuous Service since
the date of grant of such Option.

                  (b) To exercise an Option under the Plan, the Participant to
whom such Option was granted shall give written notice to FirstMerit in form
satisfactory to the Committee (and, if partial exercises have 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 required. The date of exercise shall be
the date on which such notice is received by the Corporation. Payment, if any is
required, shall be made in cash (including check, bank draft or money order).

                  (c) If a Participant to whom an Option was granted shall cease
to maintain Continuous Service for any reason (including voluntary termination,
total and partial disability and normal and early retirement, but excluding
death and termination of employment by the Corporation or any Affiliate for
cause), all rights under any Option granted to such Participant shall cease
unless the Committee otherwise determines and so provides in the applicable
instrument or instruments evidencing the grant of such Option in which case such
Participant may, but only within the period of three months 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

                                       -4-

<PAGE>   5



entitled to exercise such Option at the date of such cessation. If the
Continuous Service of a Participant to whom an Option was granted by the
Corporation 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.

                  (d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three month
period referred to in paragraph (c) of this Section 7, the person to whom any
Option held by the Participant at the time of his death is transferred by will
or the laws of descent and distribution, may, but only to the extent such
Participant was entitled to exercise such Option immediately prior to his death,
exercise such Option at any time within a period of one year succeeding the date
of death of such Participant, but in no event later than ten years from the date
of grant of such Option. Following the death of any Participant to whom an
Option was granted under the Plan, irrespective of whether any shall have
theretofore been granted to the Participant or whether the person entitled to
exercise such desires to do so, the Committee may, as an alternative means of
settlement of such Option, elect to pay in cash to the person to whom such
Option is transferred by will or by the laws of descent and distribution or, in
the case of an option, other than an Incentive Stock Option, pursuant to a
qualified domestic relations order as defined in the Code or Title I of ERISA,
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.

         8. INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only
to Participants who are Employees. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years after the date the Plan was adopted by the Board of Directors of the
Association, the predecessor in interest of the Corporation and no Incentive
Stock Option shall be exercisable more than ten years from the date such
Incentive Stock Option is granted, (ii) the Exercise Price of any Incentive
Stock Option shall not be less than the Market Value per Share on the date such
Incentive Stock Option is granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is granted
other than by will or the laws of descent and distribution, and shall be
exercisable during such Participant's lifetime only by such Participant, (iv) no
Incentive Stock Option shall be granted to any individual who, at the time such
Incentive Stock Option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or any
Affiliate unless the Exercise Price of such Incentive Stock Option is at least
110% of the Market Value per Share at the date of grant and such Incentive Stock
Option is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted, and (v) the aggregate Market Value,
determined as of the time any Incentive Stock Option is granted, of the Shares
for which any Participant may be granted Incentive Stock Options in any calendar
year may exceed $100,0000, but the aggregate Market Value, determined at the
time an Incentive Stock Option is granted, of the Shares with respect to which
Incentive Stock Options become exercisable for the first time under the terms of
the grant during any calendar year, may not exceed $100,000 for any Participant.

                                      -5-

<PAGE>   6

         9. TERMS AND CONDITIONS OF RESTRICTED STOCK. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 9, to provide such other
terms and conditions (which need not be identical among Participants) in respect
of such Awards, and the vesting thereof, as the Committee shall determine and
provide in the agreement referred to in paragraph (d) of this Section 9.

            (a) At the time of an Award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period of not less than six months
during which or at the expiration of which, as the Committee shall determine and
provide in the agreement referred to in paragraph (d) of this Section 9, the
Shares awarded as Restricted Stock shall vest, and subject to any such other
terms and conditions as the Committee shall provide, Shares of Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, except as hereinafter provided, during the Restricted Period.
Except for such restrictions, and subject to paragraphs (c), (d) and (e) of this
Section 9 and Section 10 hereof, the Participant as owner of such Shares 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. The
Committee shall have the authority, in its discretion, to accelerate the time at
which any or all of the restrictions shall lapse with respect to any Shares of
Restricted Stock prior to the expiration of the Restricted Period with respect
thereto, or to remove any or all of such restrictions, whenever it 1may
determine that such action is appropriate by reason of changes in applicable tax
or other laws or other changes in circumstances occurring after the commencement
of such Restricted Period.

            (b) Except as provided in Section 14 hereof, if a Participant ceases
to maintain Continuous Service for any reason (other than death, total or
partial disability or normal or early retirement) unless the Committee shall
otherwise determine and provide in the agreement referred to in paragraph (d) of
this Section 9, 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 (a) of this Section 9 shall
upon such termination of Continuous Service be forfeited and returned to the
Corporation. Unless the Committee shall have provided otherwise in the agreement
referred to in paragraph (d) of this Section 9 for a ratable lapse of
restrictions in accordance with vesting provisions set forth in the aforesaid
agreement, if a Participant ceases to maintain Continuous Service solely by
reason of death, total or partial disability or normal or early retirement, then
those shares of Restricted Stock which at the time of termination of Continuous
Service (for the reasons set forth in this sentence) are subject to the
restrictions imposed by paragraph (a) of this Section 9 shall vest on a PRO RATA
basis as herein provided: The shares of Restricted Stock which at the time of
such termination of Continuous Service are subject to a restricted period which
is definitely determinable at the time of grant shall become free of
restrictions, vested and nonforfeitable in the proportion that the Participant's
number of complete 12-consecutive month periods of Continuous Service during the
definitely determinable restricted period contained in the Participant's
agreement referred to in paragraph (d) of this Section 9 bears to the number of
12-consecutive month periods of Continuous Service of the definitely
determinable restricted period contained in the Participant's agreement referred
to in paragraph (d) of this Section 9. Notwithstanding the foregoing, in the
event that the agreement referred to in paragraph (d) of this

                                      -6-
<PAGE>   7


Section 9 also provides for the attainment of certain performance goals prior to
or concurrent with the lapse of any restrictions hereunder, the provisions in
the preceding sentence providing for a PRO RATA release of shares of Restricted
Stock by reasons of total or partial disability or normal or early retirement
shall not be applicable unless the performance goals set forth in the aforesaid
agreement shall have been attained no later than the conclusion of the
restricted period. In the event that such performance goals are attained at the
conclusion of the restricted period, such a Participant shall be entitled to
receive shares of Restricted Stock, free and clear of all restrictions, based on
the formula set forth in this Section 9(b) at the conclusion of the restricted
period. In the event that such performance goals are not completely achieved,
but the aforesaid agreement expressly contemplated the release of restrictions
of a given percentage or number of shares of Restricted Stock upon partial
attainment of a specified performance goal, a Participant whose Continuous
Service had terminated by reason of total or partial disability or normal or
early retirement shall be entitled to receive, free and clear of all
restrictions, at the conclusion of the restricted period, a number of shares of
Restricted Stock determined by multiplying (a) the number of shares of
Restricted Stock released from their restrictions upon partial attainment of a
specified performance goal (as set forth in the aforesaid agreement), by (b) the
fraction determined in this Section 9(b) based upon such Participant's 12-
consecutive month period of Continuous Service. In the event of a Participant's
death prior to the expiration of the restricted period set forth in the
aforesaid Agreement and prior to his termination of Continuous Service, a
Participant shall be entitled to a PRO RATA release of shares of Restricted
Stock as set forth in this Section 9(b), without regard to whether the aforesaid
agreement contains performance goals or whether those goals have been fully or
partially attained.

            (c) Each certificate in respect of shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Corporation and shall bear the following (or a similar) legend:

                "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
            Amended and Restated Stock Option and Incentive Plan (SG) and an
            Agreement entered into between the registered owner and FirstMerit,
            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."

            (d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Corporation 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.

            (e) At the time of an award of shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the Participant
of dividends declared or paid on such shares, or specified portion thereof, by
the Corporation shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 9 or (ii) the
forfeiture
                                       -7-

<PAGE>   8


of such shares under paragraph (b) of this Section 9, and shall be held by the
Corporation for the account of the Participant until such time. In the event of
such deferral, there shall be credited at the end of each year (or portion
thereof) interest on the amount of the account at the beginning of the year at a
rate per annum as the Committee, in its discretion, may determine. Payment of
deferred dividends, together with interest accrued thereon as aforesaid, shall
be made upon the earlier to occur of the events specified in (i) and (ii) of the
immediately preceding sentence.

            (f) At the expiration of the restrictions imposed by paragraph (a)
of this Section 9, the Corporation shall deliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 9 applies in the case of
a deceased Participant, to his legal representative, beneficiary or heir) a
certificate(s) and stock power free of the restrictions referred to in paragraph
(a) of this Section 9.

         10. 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 Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Corporation in the manner
provided in Section 9 hereof.

         11. EFFECT OF MERGER ON OPTIONS. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation 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 under
the Plan 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 the Shares underlying the Option, upon
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 Right, 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 Committee.

         12. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 12 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Exchange Act, shall become the beneficial owner of shares of the
Corporation with respect to which 25% or more of the total number of votes

                                      -8-
<PAGE>   9

for the election of the Board of Directors of the Corporation 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 Corporation shall cease to
constitute a majority of the Board of Directors of the Corporation or (iii) the
stockholders of the Corporation shall approve an agreement providing either for
a transaction in which the Corporation 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 Corporation; provided, however, that the occurrence of any
such events shall not be deemed a "change in control" if, prior to such
occurrence, a resolution specifically approving such occurrence shall have been
adopted by at least a majority of the Board of Directors of the Corporation. If
the Continuous Service of any Participant of the Corporation or any Affiliate is
involuntarily terminated for whatever reason, at any time within eighteen months
after a change in control, unless the Committee shall have otherwise provided in
the agreement referred to in paragraph (d) of Section 9 hereof, any Restricted
Period with respect to Restricted Stock theretofore awarded to such Participant
shall lapse upon such termination and all shares awarded as Restricted Stock
shall become fully vested in the Participant to whom such Shares were awarded.
If a tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if the event specified in clause (iii) above shall
occur, unless the Committee shall have otherwise provided in the instrument
evidencing the grant of an Option or Stock Appreciation Right, all Options and
Stock Appreciation Rights theretofore granted and not fully exercisable shall
become exercisable in full upon the happening of such event and shall remain so
exercisable for a period of sixty days following such date after which they
shall revert to being exercisable in accordance with their terms; provided,
however, that no Option or Stock Appreciation Right shall be exercisable by a
Ten Percent Beneficial Owner, director or Senior Officer of the Corporation
within six months of the date of grant of such Option or Stock Appreciation
Right and no Option or Stock Appreciation Right which has previously been
exercised or otherwise terminated shall become exercisable.

         13. ASSIGNMENTS AND TRANSFERS. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or in the case of
an Award, other than an Incentive Stock Option, pursuant to a qualified domestic
relations order as defined in the Code or Title I of the ERISA or the rules
thereunder.

         14. EMPLOYEE RIGHTS UNDER THE PLAN. No officer or employee 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 Corporation 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 the Corporation or any Affiliate.

         15. DELIVERY AND REGISTRATION OF STOCK. The Corporation'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

                                      -9-

<PAGE>   10

with the provision 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 Corporation 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.

         This Plan is intended to comply with Rule 16b-3 under the Exchange Act.
Any provision of the Plan which is inconsistent with said Rule shall, to the
extent of such inconsistency, be inoperative and shall not affect the validity
of the remaining provisions of the Plan.

         16. WITHHOLDING TAX. Upon the termination of the Restricted Period with
respect to any shares of Restricted Stock the Corporation shall have the right
to require the Participant or other person receiving such shares to pay the
Corporation the amount of any taxes which the Corporation 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 Corporation shall have the right to deduct from all
dividends paid with respect to shares of Restricted Stock the amount of any
taxes which the Corporation is required to withhold with respect to such
dividend payments.

         The Corporation shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a 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 Right pursuant to the Plan, the Corporation shall have the right to require
the Participant or such other person to pay the Corporation the amount of any
taxes which the Corporation 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.

         17. AMENDMENT OR TERMINATION. The Board of Directors of the Corporation
may amend, suspend or terminate the Plan or any portion thereof at any time, but
(except as provided in Section 10 hereof) no amendment shall be made without
approval of the stockholders of the Corporation which shall (i) materially
increase the aggregate number of Shares with respect to which Awards may be made
under the Plan; (ii) materially increase the benefits accruing to Participants
under the Plan or (iii) change the class of persons eligible to participate in
the Plan; provided, however, that no such amendment, suspension or termination
shall impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.

         18. EFFECTIVE DATE AND TERM OF PLAN. The Plan became effective upon its
adoption by the Board of Directors of the Association, the predecessor in
interest of the Corporation, and was approved by vote of the holders of a
majority of the outstanding shares of the Association entitled to vote on the
adoption of the Plan. This Plan shall continue in effect until the date ten
years from the date the Plan was initially adopted, unless sooner terminated
under Section 17 hereof.

                                      -10-
<PAGE>   11

         19. Notwithstanding anything in this Plan to the contrary, to the
extent the Plan is amended to provide for formula awards, as defined in Rule
16b-3(c)(2)(ii) under the Exchange Act, such provisions may not be amended more
than once every six months, other than to comport with changes in the Code,
ERISA or the rules thereunder.



                                      -11-