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                                                                    Exhibit 10.5

                                PVF CAPITAL CORP.
                           2000 INCENTIVE STOCK OPTION
                                       AND
                           DEFERRED COMPENSATION PLAN

                                    ARTICLE 1
                                     PURPOSE

     1.1 GENERAL. The purpose of the PVF Capital Corp. 2000 Incentive Stock
Option and Deferred Compensation Plan (the "Plan") is to promote the success and
enhance the value of PVF Capital Corp. (the "Company") by linking the personal
interests of the members of the Board and the Company's employees, officers and
executives to those of Company shareholders and by providing such individuals
with an incentive for outstanding performance in order to generate superior
returns to shareholders of the Company. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board, employees, officers, and executives of the
Company upon whose judgment, interest, and special effort the successful conduct
of the Company's operation is largely dependent. For purposes of this Plan,
"Company" shall be deemed to include subsidiaries of PVF Capital Corp., unless
the context requires otherwise.

                                    ARTICLE 2
                             EFFECTIVE DATE AND TERM

     2.1 EFFECTIVE DATE. The Plan was originally effective as of September 26,
2000 (the "Effective Date"). The Plan, as hereby amended and restated, will be
effective as of the date it is approved by the shareholders of the Company. No
Awards which could not have been granted under the prior version of the Plan
shall be made prior to shareholder approval of this amended and restated version
of the Plan.

     2.2 TERM. Unless sooner terminated by the Board, the Plan shall terminate
on the tenth (10th) anniversary of the Effective Date, and no Awards may be
granted under the Plan thereafter. The termination of the Plan shall not affect
any Award that is outstanding on the termination date, without the consent of
the Participant.

                                   ARTICLE 3
                          DEFINITIONS AND CONSTRUCTION

     3.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

          (a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Unrestricted Stock Award, or Performance-Based Award granted to a
Participant under the Plan.

          (b) "Award Agreement" means a writing, in such form as the Committee
in its discretion shall prescribe, evidencing an Award.

          (c) "Bank" means Park View Federal Savings Bank.

          (d) "Board" means the Board of Directors of the Company.

          (e) "Cause" means, in the good faith determination of the Board, the
Participant's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, or willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order. No act, or
failure to act, on the Participant's part shall be considered "willful" unless
he has acted, or failed to act, with an absence of good faith and without a
reasonable belief that his action or failure to act was in the best interest of
the Company.


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          (f) "Change in Control" means:

               (1) the acquisition by a person or persons acting in concert of
the power to vote twenty-five percent (25%) or more of a class of the Company's
voting securities;

               (2) the acquisition by a person of the power to direct the Bank's
or Company's management or policies, if the Board of Directors or the OTS has
made a determination that such acquisition constitutes or will constitute an
acquisition of control of the Bank or the Company for the purposes of the
Savings & Loan Holding Company Act or the Change in Bank Control Act and the
regulations thereunder;

               (3) during any period of two (2) consecutive years, individuals
who at the beginning of such period constitute the members of the Board cease,
for any reason, to constitute at least a majority thereof, unless the election
of each director who was not a director at the beginning of such period has been
approved in advance by directors representing at least two-thirds (2/3) of the
directors then in office who were directors in office at the beginning of the
period; provided, however, that for purposes of this clause (3), each director
who is first elected to the Board (or first nominated by the Board for election
by the shareholders) with the approval of at least two-thirds (2/3) of the
directors who were directors at the beginning of the period shall be deemed to
be a director at the beginning of the two-year period;

               (4) the Company shall have merged into or consolidated with
another corporation, or merged another corporation into the Company, on a basis
whereby less than fifty percent (50%) of the total voting power of the surviving
corporation is represented by shares held by persons who were shareholders of
the Company immediately before the merger or consolidation; or

               (5) the Company shall have sold to another person (i)
substantially all of the Company's assets or (ii) the Bank.

The term "person" refers to an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or other entity.

          (g) "Code" means the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder.

          (h) "Committee" means the committee of the Board described in Article
4.

          (i) "Covered Employee" means an Employee who is a "covered employee"
within the meaning of Section 162(m) of the Code.

          (j) "Deferred Compensation Account" means the bookkeeping account
established for each Participant pursuant to Section 12.2 of this Plan.

          (k) "Disability" shall have the meaning set forth in Section 22(e)(3)
of the Code.

          (l) "Distribution Event" means an event as a result of which a
Participant is entitled to receive the balance of his or her Deferred
Compensation Account pursuant to Section 12.3 of this Plan, namely (i) with
respect to a Participant who is an employee of the Company and the portion of
his or her Deferred Compensation Account attributable to an Award or other
compensation earned as an employee, the date the Participant terminates his or
her employment with the Company, and (ii) with respect a Participant who is a
member of the Board and the portion of his or her Deferred Compensation Account
attributable to an Award or other compensation earned as a member of the Board,
the earlier of (A) the date the Participant terminates his or her service as a
member of the Board, or (B) the Participant's attainment of the age specified
(not younger than age 55) in an election form filed by the Participant with the
Committee at such time as he or she first becomes eligible to defer compensation
pursuant to Article 12 of this Plan.





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          (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.

          (n) "Fair Market Value" means, as of any given date, the fair market
value of Stock on a particular date determined in accordance with the
requirements of Section 422 of the Code.

          (o) "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

          (p) "Non-Employee Director" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) under the Exchange
Act, or any successor definition adopted by the Board.

          (q) "Non-Qualified Stock Option" means an Option that is not intended
to be an Incentive Stock Option.

          (r) "Option" means a right granted to a Participant under Article 7 of
the Plan to purchase Stock at a specified price during specified time periods.
An Option may be either an Incentive Stock Option or a Non-Qualified Stock
Option.

          (s) "Participant" means a person who, as a member of the Board, an
employee, officer, or executive of the Company, has been granted an Award under
the Plan, or who has been designated as eligible to make an election to defer
compensation under this Plan.

          (t) "Performance-Based Awards" means Stock Awards granted to selected
Covered Employees pursuant to Article 9, but which are subject to the terms and
conditions set forth in Article 10. All Performance-Based Awards are intended to
qualify as "performance-based compensation" under Section 162(m) of the Code.

          (u) "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The Performance Criteria that will
be used to establish Performance Goals may include, but shall not be limited to,
one or more of the following: pre- or after-tax net earnings, sales growth,
operating earnings, operating cash flow, working capital, return on net assets,
return on stockholders' equity, return on assets, return on capital, Stock price
growth, stockholder returns, gross or net profit margin, earnings per share,
price per share of Stock, and market share, any of which may be measured either
in absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee shall, within the time prescribed by
Section 162(m) of the Code, define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period for such Participant.

          (v) "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may, within the time
prescribed by Section 162(m) of the Code, adjust or modify the calculation of
Performance Goals for such Performance Period in order to prevent the dilution
or enlargement of the rights of Participants (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

          (w) "Performance Period" means the one or more periods of time, which
may be of varying and overlapping durations, as the Committee may select, over
which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Participant's right to, and the payment of, a
Performance-Based Award.





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          (x) "Plan" means the PVF Capital Corp. 2000 Incentive Stock Option and
Deferred Compensation Plan (formerly known as the "PVF Capital Corp. 2000
Incentive Stock Option Plan"), as set forth herein.

          (y) "Restricted Stock Award" means Stock granted to a Participant
under Article 9 that is subject to certain restrictions and to risk of
forfeiture.

          (z) "Stock" means the common stock of the Company and such other
securities of the Company that may be substituted for Stock pursuant to Article
13.

          (aa) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 8 to receive a payment equal to the difference between
the Fair Market Value of a share of Stock as of the date of exercise of the SAR
over the grant price of the SAR, all as determined pursuant to Article 8.

          (bb) "Stock Award" means a Restricted Stock Award or an Unrestricted
Stock Award.

          (cc) "Unrestricted Stock Award" means Stock granted to a Participant
under Article 9 that is not subject to restrictions or a risk of forfeiture.

                                    ARTICLE 4
                                 ADMINISTRATION

     4.1 COMMITTEE. The Plan shall be administered by a Committee appointed by,
and which serves at the discretion of, the Board. The Committee shall consist of
at least two individuals, each of whom qualifies as a Non-Employee Director. To
the extent necessary or desirable each member of the Committee shall also
qualify as an "outside director" under Code Section 162(m) and the regulations
issued thereunder. The members of the Committee shall meet such additional
criteria as may be necessary or desirable to comply with regulatory or stock
exchange rules or exemptions. The Company will pay all reasonable expenses of
the Committee.

     4.2 AUTHORITY OF COMMITTEE. Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:

          (a) Designate Participants to receive Awards;

          (b) Determine the type or types of Awards to be granted to each
Participant;

          (c) Determine the number of Awards to be granted and the number of
shares of Stock to which an Award will relate;

          (d) Determine the terms and conditions of any Award granted under the
Plan including but not limited to, the exercise price, grant price, or purchase
price, any restrictions or limitations on the Award, any schedule for lapse of
forfeiture restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, based in each case on such considerations as
the Committee in its sole discretion determines;

          (e) Amend, modify, or terminate any outstanding Award, with the
Participant's consent unless the Committee has the authority to amend, modify,
or terminate an Award without the Participant's consent under any other
provision of the Plan.

          (f) Determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in, cash,
Stock, other Awards, or other property, or an Award may be canceled, forfeited,
or surrendered;

          (g) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;




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          (h) Decide all other matters that must be determined in connection
with an Award;

          (i) Establish, adopt, revise, amend or rescind any guidelines, rules
and regulations as it may deem necessary or advisable to administer the Plan;
and

          (j) Interpret the terms of, and rule on any matter arising under, the
Plan or any Award Agreement;

          (k) Make all other decisions and determinations that may be required
under the Plan or as the Committee deems necessary or advisable to administer
the Plan, including but not limited to, the determination of whether and to what
extent any Performance Goals have been achieved; and

          (l) Retain counsel, accountants and other consultants to aid in
exercising its powers and carrying out its duties under the Plan.

     4.3 DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties and any other persons claiming an
interest in any Award or under the Plan.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1 NUMBER OF SHARES. Subject to adjustment provided in Section 13.1, the
aggregate number of shares of Stock reserved and available for grant under the
Plan shall be two hundred and fifty thousand (250,000).

     5.2 LAPSED AWARDS. To the extent that an Award terminates, is cancelled,
expires, lapses or is forfeited for any reason, including, but not limited to,
the failure to achieve any Performance Goals, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan.

     5.3 STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

     5.4 LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS. Notwithstanding any
provision in the Plan to the contrary, and subject to the adjustment in Section
13.1, the maximum number of shares of Stock with respect to Options and Stock
Appreciation Rights that may be granted to any one Participant during the
Company's fiscal year shall be twenty-five thousand (25,000).

                                    ARTICLE 6
                          ELIGIBILITY AND PARTICIPATION

     6.1 ELIGIBILITY. Persons eligible to participate in this Plan include all
members of the Board and any key executive of the Company (which term shall be
deemed to include among others, the president, any vice president, secretary,
treasurer or any manager 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 Company or any of its subsidiaries) and who on
the date of any Award is in the employ of the Company or one of its then
subsidiary corporations, as defined in Section 424 of the Code.

     6.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from among all eligible individuals,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award. No individual shall have any right to be granted an Award under
this Plan.



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                                    ARTICLE 7
                                  STOCK OPTIONS

     7.1 GENERAL. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

          (a) EXERCISE PRICE. The exercise price per share of Stock under an
Option shall be the Fair Market Value as of the date of grant.

          (b) TIME AND CONDITIONS OF EXERCISE. Except as provided herein, the
Committee shall determine the time or times at which an Option may be exercised
in whole or in part. The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may
be exercised; provided, however, in no event shall an Option granted to a
Participant who is not a member of the Board be exercisable before the
Participant has completed one year of continued employment or service with the
Company. An Option will lapse immediately if a Participant's employment or
services are terminated for Cause.

               (1) The Option of any Participant whose employment is terminated
for any reason, other than for death, Disability or Cause shall be exercisable
to the extent provided therein, through the earlier of the date which is three
months after termination of employment or the date that such Option expires in
accordance with its terms, and shall expire thereafter.

               (2) In the event of the death of a Participant while an employee
of the Company or within three months after the termination of employment of the
Participant for other than Cause, or in the event of the termination of
employment by a Participant for Disability, the Option may be exercised as
follows:

                    (A) In the event of the death of a Participant during
employment or the death of the Participant within three months after the
termination of employment for other than Cause, each Option granted to such
Participant shall be exercisable to the extent provided therein but not later
than one year after his or her death (but not beyond the stated duration of the
Option). Any such exercise shall be made only by or to the executor or
administrator of the estate of the deceased Participant or person or persons to
whom the deceased Participant's rights under the Option shall pass by will or
the laws of descent and distribution and to the extent, if any, that the
deceased Participant was entitled at the date of his or her death.

                    (B) In the case of a Participant whose employment is
terminated on account of Disability, the Option shall be exercisable or payable
to the extent provided therein on the earlier of one year after termination of
employment or the date that such Option expires in accordance with its terms.
During such period, the Option may be exercised by the Participant with respect
to the same number of shares, in the same manner and to the same extent as if
the Participant had continued employment during such period.

               (3) Each Option granted under the Plan shall, by its terms, not
be transferable otherwise than by will or the laws of descent and distribution.
Notwithstanding the foregoing, or any other provision of this Plan, a
Participant who holds Options may transfer such Options (but not Incentive Stock
Options) to his or her spouse, lineal ascendants, lineal descendants, or to a
duly established trust for the benefit of one or more of these individuals.
Options so transferred may thereafter be transferred only to the Participant who
originally received the grant or to an individual or trust to whom the
Participant could have initially transferred the Options pursuant to this
Section 7.1(b)(3). Options which are transferred pursuant to this Section
7.1(b)(3) shall be exercisable by the transferee according to the same terms and
conditions as applied to the Participant.

               (4) For the purposes of this Section, Options granted to
directors may be exercised at any time prior to the expiration date of the
Option. In the event of the death of the director, Options may be exercised at
any time prior to the expiration date of the option. Any such exercise or
payment shall be made only by or to the executor or administrator of the estate
of the deceased Director or person or persons to whom the deceased Director's
rights under the Option shall pass by will or the laws of descent and
distribution and to the extent, if any, that the deceased Director was entitled
at the date of his or her death.




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          (c) PAYMENT. An Option shall be exercised by giving a written notice
to the President of the Company stating the number of shares of Stock with
respect to which the Option is being exercised and containing such other
information as the President may request and by tendering payment therefore with
a cashier's check, certified check, or with existing holdings of Common Stock
held for more than six months.

          (d) EVIDENCE OF GRANT. All Options shall be evidenced by an Award
Agreement. The Award Agreement shall include such additional provisions as may
be specified by the Committee.

     7.2 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be granted only
to employees and the terms of any Incentive Stock Options granted under the Plan
must comply with the following additional rules:

          (a) EXERCISE PRICE. The exercise price per share of Stock shall be set
by the Committee, provided that the exercise price for any Incentive Stock
Option may not be less than the Fair Market Value as of the date of the grant.

          (b) EXERCISE. In no event, may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.

          (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse under the
following circumstances.

                    (1) The Incentive Stock Option shall lapse ten years from
the date it is granted, unless an earlier time is set in the Award Agreement.

                    (2) The Incentive Stock Option shall lapse upon termination
of employment for Cause or for any other reason, other than the Participant's
death or Disability, unless otherwise provided in the Award Agreement.

                    (3) If the Participant terminates employment on account of
Disability or death before the Option lapses pursuant to paragraph (1) or (2)
above, the Incentive Stock Option shall lapse, unless it was previously
exercised, on the earlier of (i) the date on which the Option would have lapsed
had the Participant not become Disabled or lived and had his employment status
(i.e., whether the Participant was employed by the Company on the date of his
Disability or death or had previously terminated employment) remained unchanged;
or (ii) 12 months after the date of the Participant's termination of employment
on account of Disability or death.

          (d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive Stock Options are first exercisable by a Participant in any
calendar year may not exceed $100,000.00 or such other limitation as imposed by
Section 422(d) of the Code, or any successor provision. To the extent that
Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.

          (e) TEN PERCENT OWNERS. An Incentive Stock Option shall be granted to
any individual who, at the date of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of Stock of the
Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

          (f) RIGHT TO EXERCISE. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.





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                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

     8.1 GRANT OF SARS. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

          (a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right,
the Participant to whom it is granted has the right to receive the excess, if
any, of:

               (1) The Fair Market Value of a share of Stock on the date of
exercise; over

               (2) The grant price of the Stock Appreciation Right as determined
by the Committee, which shall not be less than the Fair Market Value of a share
of Stock on the date of grant in the case of any SAR related to any Incentive
Stock Option.

          (b) OTHER TERMS. All such Awards shall be evidenced by an Award
Agreement. The terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and conditions of any
Stock Appreciation Right shall be determined by the Committee at the time of the
grant of the Award and shall be reflected in the Award Agreement.

                                    ARTICLE 9
                                  STOCK AWARDS

     9.1 GRANT OF STOCK. The Committee is authorized to grant Unrestricted Stock
Awards and Restricted Stock Awards to Participants in such amounts and subject
to such terms and conditions as determined by the Committee. All such Awards
shall be evidenced by an Award Agreement.

     9.2 ISSUANCE AND RESTRICTIONS. An Unrestricted Stock Award may provide for
a transfer of shares of Stock to a Participant at the time the Award is granted,
or it may provide for a deferred transfer of shares of Stock subject to
conditions prescribed by the Committee. Restricted Stock Awards shall be subject
to such restrictions on transferability and risks of forfeiture as the Committee
may impose. These restrictions and risks may lapse separately or in combination
at such times, under such circumstances, in such installments, or otherwise, as
the Committee determines at the time of the grant of the Award or thereafter.

     9.3 FORFEITURE. Except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter, upon termination of employment during
the applicable restriction period, Stock subject to a Restricted Stock Award
that is at that time subject to restrictions shall be forfeited, provided,
however, that the Committee may provide in any Restricted Stock Award that
restrictions or forfeiture conditions relating to the Stock will be waived in
whole or in part in the event of terminations resulting from specified causes,
and the Committee may in other cases waive in whole or in part restrictions or
forfeiture conditions relating to the Stock.

     9.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock Awards granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Stock subject to Restricted Stock Awards
are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such shares, and the Company may, at its discretion, retain
physical possession of the certificate until such time as all applicable
restrictions lapse.

                                   ARTICLE 10
                            PERFORMANCE-BASED AWARDS

     10.1 PURPOSE. The purpose of this Article 10 is to provide the Committee
the ability to qualify the Awards under Article 9 as "performance-based
compensation" under Section 162(m) of the Code. If the Committee, in its
discretion, decides to grant a Performance-Based Award to a Covered Employee,
the provisions of this Article 10 shall control over any contrary provision
contained in Article 10.






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     10.2 APPLICABILITY. This Article 10 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
Committee may, in its discretion, grant Stock Awards to Covered Employees that
do not satisfy the requirements of this Article 10. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employees as a
Participant in such period or in any other period.

     10.3 DISCRETION OF COMMITTEE WITH RESPECT TO PERFORMANCE AWARDS. With
regard to a particular Performance Period, the Committee shall have full
discretion to select the length of such Performance Period, the type of
Performance-Based Awards to be issued, the kind and/or level of the Performance
Goal, and whether the Performance Goal is to apply to the Company or any
division or business unit thereof.

     10.4 PAYMENT OF PERFORMANCE-BASED AWARDS. Unless otherwise provided in the
relevant Award Agreement, a Participant must be employed by the Company on the
last day of the Performance Period to be eligible for a Performance-Based Award
for such Performance Period. In determining the actual size of an individual
Performance-Based Award, the Committee may reduce or eliminate the amount of the
Performance-Based Award earned for the Performance Period, if in its sole and
absolute discretion, such reduction or elimination is appropriate.

     10.5 SHAREHOLDER APPROVAL. The Board shall disclose to the shareholders of
the Company the material terms of any Performance - Based Award, and shall seek
approval of the shareholders of the Performance - Based Award before any Stock
is transferred to a Participant, or before any restrictions with respect to same
lapse, pursuant to such Award. The Committee shall certify that the Performance
Goals with respect to any Performance - Based Award have been achieved before
any Stock is transferred to a Participant, or before any restrictions with
respect to same lapse. Such disclosure, approval and certification shall be
effected in accordance with the requirements of Section 162(m)(4)(C) of the
Code.

                                   ARTICLE 11
                         PROVISIONS APPLICABLE TO AWARDS

     11.1 STAND-ALONE AND TANDEM AWARDS. Awards granted under the Plan may, in
the discretion of the Committee, be granted either alone, in addition to, or in
tandem with, any other Award granted under the Plan. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or
at a different time from the grant of such other Awards.

     11.2 EXCHANGE PROVISIONS. The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award, based on the terms and conditions the Committee determines and
communicates to the Participant at the time the offer is made.

     11.3 TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant.

     11.4 LIMITS ON TRANSFER. No right or interest of a Participant in any Award
may be pledged, encumbered, or hypothecated to or in favor of any party other
than the Company, or shall be subject to any lien, obligation, or liability of
such Participant to any other party other than the Company. No Award shall be
assignable or transferable by a Participant other than by will or the laws of
descent and distribution, except that the Committee, in its discretion, may
permit a Participant to make a gratuitous transfer of an Award that is not an
Incentive Stock Option to his or her spouse, lineal descendants, lineal
ascendants, or a duly established trust for the benefit of one or more of these
individuals.

     11.5 BENEFICIARIES. Notwithstanding Section 11.4, a Participant may, in the
manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution




                                       9
<PAGE>


with respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award applicable
to the Participant, except to the extent the Plan and Award otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the
Committee. If no beneficiary has been designated or survives the Participant,
payment shall be made to the Participant's estate. Subject to the foregoing, a
beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Committee.

     11.6 STOCK CERTIFICATES. Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Awards, unless and
until the Board has determined, with advice of counsel, that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Stock are listed or traded. All Stock
certificates delivered under the Plan are subject to any stop-transfer orders
and other restrictions as the Committee deems necessary or advisable to comply
with Federal, state, or foreign jurisdiction, securities or other laws, rules
and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the Board
may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to
comply with any such laws, regulations, or requirements.

     11.7 LOAN AGREEMENTS. Each Award shall be subject to the condition that the
Company shall not be obligated to issue or transfer any Stock or cash to the
holder of the Award, upon the exercise or vesting thereof, if at any time the
Committee or the Board shall determine that the issuance or transfer of such
Stock or cash would be in violation of any covenant in any of the Company's loan
agreements or other contracts.

                                   ARTICLE 12
                            DEFERRAL OF COMPENSATION

     12.1 RIGHT TO DEFER COMPENSATION.

          (a) TYPES OF DEFERRALS. Any Participant designated by the Board or by
the Committee may elect to defer (i) all or any portion of the Participant's
salary, (ii) any percentage of a fiscal year bonus determined by the Board or
other duly constituted authority or delegate to be paid to such Participant, or
(iii) all or any portion of the Participant's director's fees. Such election
shall remain in force for all future years until modified or revoked. In
addition, the Committee, in its discretion, may permit a Participant to elect to
defer his or her receipt of the payment of cash or the delivery of shares of
Stock that would otherwise be due to such Participant pursuant to an Award. Any
election under this Section 12.1 shall be made by written notice delivered to
the Board or Committee, specifying the amount (or percentage) of salary and/or
bonus and/or directors' fees and/or the award to be deferred.

          (b) TIMING OF ELECTIONS. A Participant may, at any time within 30 days
of first becoming eligible to participate in this Plan, make an election to
defer salary or director's fees earned after such election. Any increase or
decrease in future deferrals of salary or director's fees earned during a
calendar year must be made by December 1 of the preceding calendar year. A
Participant may make an initial election to defer a bonus for a fiscal year, or
may elect to increase or decrease the amount of a fiscal year bonus to be
deferred, if such election is made by June 1 of the preceding fiscal year;
provided, however, that a Participant may make an election to defer up to fifty
percent (50%) of a bonus for the fiscal year ending June 30, 2004 if such
election is made by December 1, 2003. A Participant may make an election to
defer the receipt of cash or shares of Stock otherwise payable or transferable
to the Participant pursuant to an Award in accordance with the terms of such
Award.





                                       10
<PAGE>




     12.2 DEFERRED COMPENSATION ACCOUNTS.

          (a) ESTABLISHMENT OF ACCOUNTS. A Deferred Compensation Account in the
name of each Participant who has elected to defer compensation under the Plan
shall be established and maintained as a special ledger account on the books of
the Company. On the last day of each calendar month in which salary or
director's fees deferred under this Plan would have become payable to a
Participant (in the absence of an election to defer payment thereof), the amount
of such deferred salary or director's fees shall be credited to the
Participant's Deferred Compensation Account. On the last day of the month in
which the bonuses deferred under this Plan would have become payable to a
Participant in the absence of an election to defer payment thereof, the amount
of such deferred bonus shall be credited to the Participant's Deferred
Compensation Account. On the last day of the month in which an Award would have
otherwise become payable or transferable to a Participant in the absence of an
election to defer receipt thereof, the amount of such deferred Award shall be
credited to the Participant's Deferred Compensation Account.

          (b) DEEMED INVESTMENT OF ACCOUNT BALANCE.

               (i) Except as otherwise provided by the terms of an Award, the
Participant shall, at the time of making a deferred compensation election under
this Plan, make an election directing the Company to credit to the Deferred
Compensation Account in that calendar year based upon the options made available
by the Board or designated Committee which options may include either cash,
Stock, or a combination of cash and Stock equal in value to the amount of the
current year's salary or bonus deferred under the Plan. In addition to cash or
Stock, the Board or the Committee may offer to the Participant such deemed
investment options as it shall decide are appropriate. Such investment options
may include deemed investments in individual stocks or bonds, mutual funds, and
such other investment options as the Board or Committee may choose. The Board or
Committee shall not be required to offer the same deemed investment options to
each Participant but may restrict certain investment options to designated
Participants. In the absence of a contrary election by a Participant, the amount
credited to a Deferred Compensation Account shall be credited as cash.

               (ii) If the Participant directs that any amount credited to the
Deferred Compensation account be credited in the form of Stock, the Board shall
credit to the Deferred Compensation Account sufficient shares of Stock equal in
value to the Deferred Compensation Account balance, or such lesser amount as the
Participant shall direct. The value of such Stock shall be determined in
accordance with a valuation methodology approved by the Board or by the
Committee. Except as provided in Section 12.6, such Stock credited to the
Deferred Compensation Account shall merely constitute a bookkeeping entry of the
Company, and (except as provided herein) the Participant shall have no voting,
dividend, or other legal or economic rights with respect to such Stock. At the
end of each fiscal quarter, an amount equivalent to all dividends which would
otherwise have been payable with respect to such Stock shall be credited to the
Deferred Compensation Account as additional Stock. The amount of the
Participant's Deferred Compensation Account that is credited as cash shall
accrue interest at a rate no less than the prime rate charged the Company by its
principal bank and shall not exceed the highest rate paid on Individual
Retirement Accounts ("IRAs") by the Bank plus two percent (2%). Such interest
with respect to a Deferred Compensation Account shall be credited to such
account quarterly, based on the weighted average daily prime rate or the IRA
rate for the three (3) month period ending on the last day of the quarter.

               (ii) The Participant shall elect the portion of their deferral to
be allocated to Stock or cash or such other option as made available by the
Board at the time of making such election to defer compensation. Such allocation
may not be amended with respect to such deferral. Any allocation to Stock shall
be paid in the form of Stock. No Participant will be granted the right to take
payment of the Stock in cash rather than in shares.

               (iii) If, at any time, the deferral of a Participant is allocated
to Stock, and such Participant shall be deemed to have violated the short-swing
profit rules of Section 16(b) of the Exchange Act through such allocation, the
allocation to Stock shall be void and such allocation shall default to cash.






                                       11
<PAGE>



     12.3 PAYMENT OF DEFERRED COMPENSATION.

          (a) IN GENERAL. Amounts credited to a Participant's Deferred
Compensation Account shall be payable upon the Participant's Distribution Event.
The Participant shall determine the method of distributing the amounts in the
Deferred Compensation Account at the time the first election to participate in
the Plan is made, which shall be either a single distribution or a series of up
to ten (10) consecutive, substantially equal annual installments paid to such
Participant or his or her beneficiary, as the case may be, on or before January
15 of each year, commencing in the year following the Distribution Event. If no
such election is made, the method of distribution shall be determined solely by
the Board. If the Participant has elected to receive installment distributions,
and less than the full value of the Participant's Deferred Compensation Account
balance has been distributed as of the date of his or her death, the balance
shall be paid to the Participant's beneficiary in accordance with the same
method in effect at the Participant's death, except that the beneficiary may
elect, with the consent of the Committee, to receive the balance of the Deferred
Compensation Account in a single lump sum. For purposes of this Article 12, a
Participant's "beneficiary" shall mean the person or persons designated by the
Participant pursuant to Section 11.5 of this Plan, or, in the absence of such
designation or if no such person survives the Participant, the Participant's
estate. If any portion of the Participant's Deferred Compensation Account is
credited with Stock, then distributions from that portion of the Deferred
Compensation Account shall be made directly in the form of Stock. Undistributed
amounts shall continue to earn interest or accrue dividends, as the case may be.

          (b) MODIFICATION OF PAYMENT TERMS. A Participant may change a
Distribution Election at any time at least sixty (60) days prior to a
Distribution Event. If a Participant electing to participate in the Plan ceases
to be an employee of the Company or a member of the Board, prior to full payment
of the entire amount in the Deferred Compensation Account, shall, after
reasonable warning from the Board, persist in an affiliation with any business
that is a principal competitor with a significant portion of the business
conducted by the Company, the entire balance of such Deferred Compensation
Account may, if directed by the Board in its sole discretion, be paid
immediately to such Participant in a lump sum. In the event a Participant dies
prior to receiving payment of the entire amount in the Deferred Compensation
Account, the unpaid balance shall be paid to such beneficiary as may have been
designated by the Participant in writing to the Company as the person, firm or
trust to receive any post-death distribution under this Plan, or, in the absence
of such written designation, to the legal representative or any person, firm or
organization designated in the Participant's last will to receive such
distributions.

          (c) CHANGE IN CONTROL. In the event of a Change in Control, a
Participant shall be permitted to elect to receive a distribution of all or a
portion of his or her Deferred Compensation Account, provided that any such
election hereunder must be made within the period commencing thirty days prior
to such Change in Control and ending on the date of such Change in Control. Any
distribution pursuant to this Section 12.3(c) shall be made (i) in the form of
cash and/or Stock as his or her Deferred Compensation Account is allocated and
(ii) within seven (7) days subsequent to the Change in Control.

          (d) HARDSHIP DISTRIBUTION IN THE CASE OF FINANCIAL EMERGENCY. Prior to
the time a Deferred Compensation Account of a Participant would otherwise become
payable, the Committee, in its sole discretion, may elect to distribute all or a
portion of the Deferred Compensation Account in the event such Participant
requests a distribution by reason of severe financial hardship. For purposes of
this Plan, severe financial hardship shall be deemed to exist in the event the
Committee determines that a Participant needs a distribution to meet immediate
and heavy financial needs resulting from a sudden or unexpected illness or
accident of the Participant, or a member of his or her family, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. A distribution based on financial hardship shall not exceed the
amount required to meet the immediate financial need created by the hardship. In
the event the Participant is a member of the Committee making such
determination, the Participant shall not participate in the decision by the
Committee.

     12.4 TRUST PROVISIONS.

          (a) ESTABLISHMENT OF TRUST. The Company may in its sole discretion
establish one or more trusts to provide a source of payment for its obligations
under the Plan and such trust shall be permitted to hold cash, Stock, or other
assets to the extent of the Company's obligations hereunder. The Company may,
but is




                                       12
<PAGE>


not required to, utilize a single trust with respect to its obligations to
Participants who are members of the Board and Participants who are not members
of the Board.

          (b) CLAIMS OF THE COMPANY'S CREDITORS. All assets held by any trust
created hereunder and all distributions to be made by any trustee pursuant to
this Plan and any trust agreement shall be subject to the claims of general
creditors of the Company, including judgment creditors and bankruptcy creditors.
The rights of a Participant or his or her beneficiaries in or to any assets of
the trust shall be no greater than the rights of an unsecured creditor of the
Company.

          (c) NOTIFICATION OF INSOLVENCY. In the event the Company becomes
insolvent, the Chief Executive Officer and Chairman of the Board of the Company
shall immediately notify the trustees of all trusts created hereunder of that
fact. The trustees shall make no distributions to any Participant or any
beneficiary from any assets held in trust pursuant to the Plan after such
notification is received or at any time after the trustee has actual knowledge
that the Company is insolvent. Under any such circumstance, the trustee shall
dispose of property held in trust pursuant to the Plan only as a court of
competent jurisdiction may direct. For purposes of this Plan, the Company shall
be deemed "insolvent" by the trustee if the Company is subject to a pending
voluntary or involuntary proceeding as a debtor under the United States
Bankruptcy Code, as the same may be amended from time to time, whether or not
the Company has provided the trustee with the notification required by this
Section 12.4(c), or if the trustee has been notified pursuant to this Section
12.4(c) that the Company is insolvent.

          12.5 NON-ASSIGNMENT. No right or interest of any Participant or any
person claiming through or under such Participant in the Particiapant's Deferred
Compensation Account shall be assignable or transferable in any manner or be
subject to alienation, anticipation, sale, pledge, encumbrance or other legal
process (including execution, levy, garnishment, attachment, bankruptcy, or
otherwise) or in any manner be subject to the debts or liabilities of such
Participant. If any Participant or any such person shall attempt to or shall
transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his
or her benefits hereunder or any part thereof, or if by reason of his or her
bankruptcy or other event happening at any time such benefits would devolve upon
anyone else or would not be enjoyed by him or her, then the Committee, in its
discretion, may terminate his or her interest in any such benefit to the extent
the Committee considers necessary or advisable to prevent or limit the effects
of such occurrence. Termination shall be effected by filing a written
declaration of termination with the Committee's records and making reasonable
efforts to deliver a copy to such Participant or any such other person or his or
her legal representative. As long as any Participant is alive, any amounts
affected by the termination shall be retained by the Company or the trustee of
any trust established pursuant to Section 12.4 of this Plan and, in the
Committee's sole and absolute discretion, may be paid to or expended for the
benefit of such Participant, his or her spouse, his or her children, or any
other person or persons in fact dependent upon him or her in such a manner as
the Committee shall deem proper.

                                   ARTICLE 13
                          CHANGES IN CAPITAL STRUCTURE

     13.1 GENERAL.

          (a) SHARES AVAILABLE FOR GRANT. In the event of any change in the
number of shares of Stock outstanding by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
similar corporate change, the maximum aggregate number of shares of Stock with
respect to which the Committee may grant Awards shall be appropriately adjusted
by the Committee. In the event of any change in the number of shares of Stock
outstanding by reason of any other event or transaction, the Committee may, but
need not, make such adjustments in the number and class of shares of Stock with
respect to which Awards may be granted as the Committee may deem appropriate.

          (b) OUTSTANDING AWARDS - INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
CONSIDERATION. Subject to any required action by the shareholders of the
Company, in the event of any increase or decrease in the number of issued shares
of Stock resulting from a subdivision or consolidation of shares of Stock or the
payment of a stock dividend (but only on the shares of Stock), or any other
increase or decrease in the number of such shares effected without receipt or
payment of consideration by the Company, the



                                       13
<PAGE>


Committee shall proportionally adjust the number of shares of Stock subject to
each outstanding Award and the exercise price per share of Stock of each such
Award.

          (c) OUTSTANDING AWARDS - CERTAIN MERGERS. Subject to any required
action by the shareholders of the Company, in the event that the Company shall
be the surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities which a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.

          (d) OUTSTANDING AWARDS - CERTAIN OTHER TRANSACTIONS. In the event of
(i) a dissolution or liquidation of the Company, (ii) a sale of all or
substantially all of the Company's assets, (iii) a merger or consolidation
involving the Company in which the Company is not the surviving corporation or
(iv) a merger or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Stock receive securities of
another corporation and/or other property, including cash, the Committee shall,
in its absolute discretion, have the power to:

               (1) cancel, effective immediately prior to the occurrence of such
event, each Award outstanding immediately prior to such event (whether or not
then exercisable), and, in full consideration of such cancellation, pay to the
Participant to whom such Award was granted an amount in cash, for each share of
Stock subject to such Award, respectively, equal to the excess of (A) the value,
as determined by the Committee in its absolute discretion, of the property
(including cash) received by the holder of a share of Stock as a result of such
event over (B) the exercise of such Award; or

               (2) provide for the exchange of each Award outstanding
immediately prior to such event (whether or not then exercisable) for an option,
a stock appreciation right, restricted stock award, performance share award or
performance-based award with respect to, as appropriate, some or all of the
property for which such Award is exchanged and, incident thereto, make an
equitable adjustment as determined by the Committee in its absolute discretion
in the exercise price or value of the option, stock appreciate right, restricted
stock award, performance share award or performance-based award or the number of
shares or amount of property subject to the option, stock appreciation right,
restricted stock award, performance share award or performance-based award or,
if appropriate, provide for a cash payment to the Participant to whom such Award
was granted in partial consideration for the exchange of the Award, or any
combination thereof.

          (e) OUTSTANDING AWARDS - OTHER CHANGES. In the event of any other
change in the capitalization of the Company or corporate change other than those
specifically referred to in this Article, the Committee may, in its absolute
discretion, make such adjustments in the number and class of shares subject to
Awards outstanding on the date on which such change occurs and in the per share
exercise price of each Award as the Committee may consider appropriate to
prevent dilution or enlargement of rights.

          (f) NO OTHER RIGHTS. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Stock subject to an Award or the exercise
price of any Award.

                                   ARTICLE 14
                    AMENDMENT, MODIFICATION, AND TERMINATION

     14.1 AMENDMENT, MODIFICATION, AND TERMINATION. At any time and from time to
time, the Board may terminate, amend or modify the Plan; provided, however, that
the Board shall not, without the affirmative vote of the holder of a majority of
the voting stock of the Company, make any amendment which would (i) abolish the
Committee without designating such other committee, change the qualifications of
its members, or withdraw the administration of the Plan from its supervision,
(ii) increase the maximum number of shares of Stock



                                       14
<PAGE>


for which Awards may be granted under the Plan, (iii) amend the formula for
determination of the exercise price Options, (iv) extend the term of the Plan,
and (v) amend the requirements as to the employees eligible to receive Awards;
and further provided that no other amendment shall be made without shareholder
approval to the extent necessary or desirable to comply with any applicable law,
regulations or stock exchange rule.

     14.2 AWARDS PREVIOUSLY GRANTED. Except as otherwise provided in the Plan,
including without limitation, the provisions of Article 13, no termination,
amendment, or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of
the Participant.

                                   ARTICLE 15
                               GENERAL PROVISIONS

     15.1 NO RIGHTS TO AWARDS. No Participant, employee, or other person shall
have any claim to be granted any Award under the Plan, and neither the Company
nor the Committee is obligated to treat Participants, employees, and other
persons uniformly.

     15.2 NO STOCKHOLDERS RIGHTS. No Award gives the Participant any of the
rights of a stockholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.

     15.3 WITHHOLDING. The Company shall have the authority and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of this Plan. A Participant may elect to
have the Company withhold from those Stock that would otherwise be received upon
the exercise of any Option, a number of shares having a Fair Market Value equal
to the minimum statutory amount necessary to satisfy the Company's applicable
federal, state, local and foreign income and employment tax withholding
obligations.

     15.4 NO RIGHT TO EMPLOYMENT OR SERVICES. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment or services at any time, nor confer upon
any Participant any right to continue in the employ of the Company.

     15.5. INDEMNIFICATION. To the extent allowable under applicable law, each
member of the Committee or of the Board shall be indemnified and held harmless
by the Company from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by such member in connection with or resulting from
any claim, action, suit, or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action or failure to act under
the Plan and against and from any and all amounts paid by him or her in
satisfaction of judgment in such action, suit, or proceeding against him or her
provided he or she gives the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or
hold them harmless.

     15.6 FRACTIONAL SHARES. No fractional shares of stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up or down as appropriate.

     15.7 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register under the
Securities Act of 1933, as amended, any of the shares of Stock paid under the
Plan. If the shares paid under the Plan may in certain circumstances be exempt
from registration under the Securities Act of 1933, as amended, the



                                       15
<PAGE>


Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

     15.8 GOVERNING LAW. The Plan and the terms of all Awards shall be construed
in accordance with and governed by the laws of the State of Ohio.




















                                       16