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                                                                   Exhibit 10.14

                             FIRSTMERIT CORPORATION

                              AMENDED AND RESTATED
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            Effective January 1, 2001

                                    ARTICLE 1

                            PURPOSES AND DEFINITIONS

1.1    PURPOSES. The purposes of the Plan are (i) to provide executives with
       flexibility with respect to the form and timing of Compensation, (ii) to
       more closely align the interests of executives with the interests of the
       Corporation's shareholders and (iii) to assist the Corporation and its
       Subsidiaries in attracting and retaining qualified executives.

1.2    DEFINITIONS. Whenever used in the Plan, the following terms shall have
       the meaning set forth or referenced below:

       (a)    "BASE COMPENSATION" means the base salary of an Eligible Employee
              for services as an employee of the Corporation or a Subsidiary, as
              indicated by the records of the Corporation or such Subsidiary, as
              the case may be.

       (b)    "BOARD" means the Board of Directors of the Corporation.

       (c)    "BUSINESS DAY" means a day, except for a Saturday, Sunday or a
              legal holiday.

       (d)    "CHANGE IN CONTROL" means Change in Control as defined in Section
              4.3.

       (e)    "CLOSING PRICE" means the closing price of the Common Stock as
              reported on the National Association of Securities Dealers
              Automated Quotation System ("Nasdaq").

       (f)    "COMMITTEE" means the Compensation Committee of the Board.

       (g)    "COMMON STOCK" means the common stock, no par value, of the
              Corporation.

       (h)    "COMPENSATION" means Base Compensation and Incentive Compensation.

       (i)    "CORPORATION" means FirstMerit Corporation, and any successor
              corporation.

       (j)    "DEFERRED COMPENSATION" means Base Compensation deferred pursuant
              to Section 2.4 and/or Incentive Compensation deferred pursuant to
              Section 2.3.

       (k)    "ELIGIBLE EMPLOYEE" means an Eligible Employee as defined in
              Section 2.1.




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        (l)     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                amended.

        (m)     "INCENTIVE COMPENSATION" means the annual incentive award, if
                any, payable to an Eligible Employee under the Corporation's or
                a Subsidiary's annual incentive plan.

        (n)     "KEY EMPLOYEE" means an employee of the Corporation or a
                Subsidiary designated by the Chief Executive Officer of the
                Corporation as a key employee for purposes of the Plan.

        (o)     "PARTICIPANT" means an Eligible Employee, who has elected to
                defer all or any portion of his Compensation under the Plan or
                to receive all or a portion of his Incentive Compensation in
                shares of Common Stock under the Plan.

        (p)     "PLAN" means the FirstMerit Corporation Executive Deferred
                Compensation Plan.

        (q)     "PLAN YEAR" means the calendar year.

        (r)     "REAMORTIZATION DATE" means the date on which benefit payments
                are recalculated to account for changes in investment
                performance. This date shall be the last business day of
                October, effective on January 1 of the next Plan Year.

        (s)     "RETIREMENT" means retirement at or after age 65 or, with the
                consent of the Committee, prior to age 65 but at or after age
                55.

        (t)     "STOCK ACCOUNT" means the account maintained by the Committee in
                the name of a Participant pursuant to Section 2.5.

        (u)     "STOCK CREDIT" means a credit to a Participant's Stock Account,
                calculated pursuant to Section 2.5.

        (v)     "SUBSIDIARY" means a subsidiary of the Corporation to which the
                Plan has been extended by the Board.

        (w)     "VALUATION DATE" means the last day of the month in which the
                Participant terminates employment as an employee of the
                Corporation or any Subsidiary.

                                    ARTICLE 2

                            PARTICIPATION IN THE PLAN

2.1     ELIGIBILITY. The Committee shall from time to time designate one or more
        Key Employees as eligible to participate in the Plan (an "Eligible
        Employee").


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2.2      INCENTIVE COMPENSATION IN COMMON STOCK.

         (a)      To the extent that an Eligible Employee has not timely
                  elected, pursuant to Section 2.3, to defer receipt of any
                  Incentive Compensation payable to him with respect to a Plan
                  Year, such Eligible Employee may irrevocably elect, in
                  increments of one percent (1%), to receive such Incentive
                  Compensation in whole shares of Common Stock (and cash for any
                  fractions of a share). Such election must be made in writing
                  and delivered to the Committee prior to July l of the Plan
                  Year with respect to which such Incentive Compensation may be
                  payable or, if earlier, not later than six months in advance
                  of the date as of which such Incentive Compensation will be
                  paid, unless the Committee establishes a different time (which
                  may be earlier or later than the time provided herein) as of
                  which such election must be made. Absent such a timely
                  election, an Eligible Employee shall be deemed to have elected
                  to receive such Incentive Compensation entirely in cash.

         (b)      The number of shares of Common Stock payable to a Participant
                  pursuant to an election under Section 2.2(a) shall be equal to
                  the number of shares of Common Stock that could have been
                  purchased with the amount of Incentive Compensation that would
                  otherwise have been paid to the Participant in cash at the
                  Closing Price of shares of Common Stock on the day such
                  Incentive Compensation would otherwise have been so paid.

         (c)      An Eligible Employee may, pursuant to Section 2.2(a), file a
                  new election or revoke a prior election each Plan Year. Unless
                  and until such a new election or revocation of a prior
                  election is timely made, the election or deemed election in
                  effect with respect to the immediately preceding Plan Year
                  shall continue to be effective and irrevocable with respect to
                  the then current Plan Year.

2.3      DEFERRED INCENTIVE COMPENSATION.

         (a)      An Eligible Employee may irrevocably elect, in increments of
                  twenty- five percent (25%), to defer receipt of any Incentive
                  Compensation otherwise payable to him with respect to any Plan
                  Year. Such election must be made in writing and delivered to
                  the Committee prior to September 15 of the Plan Year with
                  respect to which such Incentive Compensation may be payable
                  or, if earlier, not later than six months in advance of the
                  date as of which such Incentive Compensation will otherwise be
                  paid, unless the Committee establishes a different time (which
                  may be earlier or later than the time provided herein) as of
                  which such election must be made. Absent such a timely
                  election, an Eligible Employee shall be deemed to have elected
                  not to defer receipt of any such Incentive Compensation.

         (b)      An Eligible Employee may, pursuant to Section 2.3(a), file a
                  new election or revoke a prior election each Plan Year. Unless
                  and until such a new election or revocation of


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                  a prior election is timely made, the election or deemed
                  election in effect with respect to the immediately preceding
                  Plan Year shall continue to be effective and irrevocable with
                  respect to the then current Plan Year.

2.4      DEFERRED BASE COMPENSATION.

         (a)      (i)      An Eligible Employee may irrevocably elect, in
                           increments of one percent (1%), to defer receipt of
                           Base Compensation otherwise payable to him. Such
                           election must be made in writing and delivered to the
                           Committee prior to July l of any Plan Year and shall
                           be effective with respect to Base Compensation
                           otherwise payable to the Participant during the
                           twelve-month period commencing on January l of the
                           immediately succeeding Plan Year, unless the
                           Committee establishes a different time (which may be
                           earlier or later than the time provided herein) as
                           of, or with respect to, which such election must be
                           made and/or shall be effective.

                  (ii)     In the first Plan Year in which a Key Employee
                           becomes an Eligible Employee, such Eligible Employee
                           may irrevocably elect, in increments of one percent
                           (1%), to defer receipt of Base Compensation otherwise
                           payable to him. Such election must be made in writing
                           and delivered to the Committee within thirty (30)
                           days of the date as of which such Key Employee became
                           an Eligible Employee and shall be effective with
                           respect to Base Compensation otherwise payable to him
                           during the period commencing six months after the
                           date on which such election was made and delivered to
                           the Committee and ending on the immediately following
                           December 31, unless the Committee establishes a
                           different time (which may be earlier or later than
                           the time provided herein) as of, or with respect to,
                           which such election shall be effective.

         (b)      A Participant may, pursuant to Section 2.4(a), file a new
                  election or revoke a prior election each Plan Year applicable
                  to Base Compensation otherwise payable to him during the
                  twelve-month period commencing on January l of the immediately
                  succeeding Plan Year. Unless and until such a new election or
                  revocation of a prior election is timely made, the election,
                  if any, then in effect shall continue to be effective and
                  irrevocable.

2.5      STOCK ACCOUNT.

         (a)      A Stock Account shall be maintained by the Committee in the
                  name of each Participant. A Participant shall be one hundred
                  percent (100%) vested in his Stock Account at all times.

         (b)      The Stock Account of a Participant shall be credited, as of
                  the day Deferred Compensation otherwise would have been paid
                  to such Participant, with Stock Credits



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                  equal to the number of shares of Common Stock (including
                  fractions of a share) that could have been purchased with the
                  amount of such Deferred Compensation at the Closing Price of
                  shares of Common Stock on the day as of which such Stock
                  Account is so credited and shall be reduced as of the day that
                  any amount is distributed therefrom by the number of Stock
                  Credits attributable to such distribution.

         (c)      As of the date any dividend is paid to holders of shares of
                  Common Stock, a Participant's Stock Account shall be credited
                  with additional Stock Credits equal to the number of shares of
                  Common Stock (including fractions of a share) that could have
                  been purchased, at the Closing Price of shares of Common Stock
                  on such date, with the amount that would have been paid as
                  dividends on that number of shares of Common Stock (including
                  fractions of a share) which is equal to the number of Stock
                  Credits attributable to the Participant's Stock Account as of
                  the record date of such dividend. In the case of dividends
                  paid in property, the amount of the dividend shall be deemed
                  to be the fair market value of the property at the time of the
                  payment thereof, as determined in good faith by the Committee.

2.6      DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT.

         (a)      Distribution of a Participant's Stock Account shall be made or
                  commence in accordance with this Section 2.6 within thirty
                  (30) days following the Valuation Date.

         (b)      A Participant may elect, in the event his employment as an
                  employee of the Corporation or any Subsidiary terminates due
                  to Retirement, to receive his Stock Account in monthly
                  installments not to exceed one hundred twenty (120) separate
                  installments or in a single, lump sum distribution. Such
                  installments or such single, lump sum distribution shall be
                  paid in whole shares of Common Stock. If the Participant's
                  Stock Account includes a fractional Stock Credit, the number
                  of Stock Credits in the Participant's Stock Account shall be
                  increased to the next highest whole number by transferring
                  from the Participant's Cash Account an amount equal to 1 minus
                  the fractional Stock Credit in the Participant's Stock Account
                  multiplied by the Closing Price of shares of Common Stock on
                  the date that the distribution is to commence. The Committee
                  shall distribute such Stock Account, as adjusted pursuant to
                  the preceding sentence, in accordance with such election or,
                  if no such election is made, in a single, lump sum
                  distribution.


                  (i)      The number of Stock Credits attributable to an
                           installment shall be determined by calculating the
                           product of the current number of Stock Credits
                           allocated to such Stock Account, adjusted pursuant to
                           the third sentence of Section 2.6(b), and a fraction,
                           the numerator of which is one (1) and the denominator
                           of which is the total number of installments elected
                           minus the number of installments previously paid, and
                           rounding such product to the next lowest whole number
                           of Stock Credits. The final installment shall be
                           equal to the balance of the undistributed Stock
                           Credits in the Participant's Stock Account. All
                           monthly installments shall commence within thirty
                           (30) days following the Valuation Date and shall
                           continue on the same day of each succeeding month
                           until all



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                           installments have been paid.

                  (ii)     An election pursuant to this Section 2.6(b) must be
                           in writing and delivered to the Committee at the time
                           an Eligible Employee becomes a Participant. A
                           Participant may at any time not less than one year
                           prior to the date as of which the distribution of
                           such Participant's Stock Account pursuant to this
                           Section 2.6(b) is made or commences change such
                           election pursuant to an election in writing delivered
                           to the Committee, which election shall be irrevocable
                           during such one-year period.

         (c)      In the event a Participant's employment as an employee of the
                  Corporation and any Subsidiary terminates other than due to
                  Retirement or death, the participant shall receive a single,
                  lump sum distribution of the Stock Credits allocated to his
                  Stock Account, adjusted pursuant to the third sentence of
                  Section 2.6(b). This distribution shall be paid within 30 days
                  following the Valuation Date.

         (d)      Notwithstanding any other provision of this Plan, if the value
                  of the Participant's Stock Account is five thousand dollars
                  ($5,000) or less on the Valuation Date, or when the Stock
                  Account balance is reduced to five thousand dollars ($5,000)
                  as a result of payout, the benefit, or the remaining account
                  balance, shall be paid in a lump sum.

2.7      IN-SERVICE DISTRIBUTIONS.

         (a)      In-Service Withdrawal. A Participant may elect to withdraw all
                  or a portion of his Stock Account in a single sum or
                  substantially equal annual installments of the Stock Account
                  amortized over a period of up to five (5) years. If a
                  Participant elects to withdraw all of his Stock Account, the
                  amount to be distributed in installment payments shall be
                  redetermined in the same manner as that set forth in Section
                  2.6(b)(i), as of January 1 of each year in which an
                  installment is to be received, based on the remaining Stock
                  Account balance as adjusted for gains or losses and the
                  remaining number of installment payments. Adjustments for
                  investment gains and losses shall continue on the
                  undistributed balance of the Stock Account. Any such election
                  must be in writing and delivered to the Committee not less
                  than one (1) year in advance of the payment date; provided,
                  however, that if the Participant's employment as an employee
                  of the Corporation and any Subsidiary terminates prior to the
                  payment date, such election shall be deemed automatically
                  revoked. Unlike an accelerated distribution, there is no
                  penalty for an in-service withdrawal.

         (b)      Accelerated Distribution. A Participant may elect to receive,
                  upon written request to the Committee, a single-sum
                  distribution of more than $10,000, or if less, the entire
                  balance held in his Stock Account, from the Participant's
                  Stock Account as of the end of the calendar month prior to the
                  month in which the Committee receives the written request. The
                  amount requested by the Participant under this Section shall
                  be paid in


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                  a single sum within thirty (30) days following the receipt of
                  the notice by the Committee from the Participant. The
                  Participant shall permanently forfeit ten percent (10%) of the
                  amount requested and the Participant shall not be eligible to
                  participate in the Plan or to receive an accelerated
                  distribution for a period of one (1) year from the date of
                  distribution. The Company shall have no obligation to the
                  Participant or his beneficiary with respect to such forfeited
                  amount.

2.8      DISTRIBUTION UPON DEATH. Notwithstanding any other provision of this
         Plan, upon the death of a Participant, whether before or after
         Retirement or other termination of employment as an employee of the
         Corporation and any Subsidiary, the Committee shall pay all of such
         Participant's Stock Account as elected by the Participant to such
         person, persons, or entity as designated by the Participant. If there
         is no beneficiary designation or if such persons shall have all
         predeceased the Participant or otherwise ceased to exist, such
         distributions shall be made to the executor or administrator of the
         Participant's estate. Any distribution under this Section 2.8 shall be
         made as soon as practicable following the end of the month in which the
         Committee is notified of the Participant's death or is satisfied as to
         the identity of the appropriate payee, whichever is later. The amount
         payable under this Section 2.8 shall be equal to the Stock Credits then
         allocated to such Stock Account on the last Business Day of the month
         immediately preceding the month of such Participant's death. If the
         Participant's Stock Account includes a fractional Stock Credit, the
         number of Stock Credits in the Participant's Stock Account shall be
         increased to the next highest whole number by transferring from the
         Participant's Cash Account an amount equal to 1 minus the fractional
         Stock Credit in the Participant's Stock Account multiplied by the
         Closing Price of shares of Common Stock on the date that the
         distribution is to commence.

2.9      WITHHOLDING TAXES. Any withholding of taxes or other amounts required
         by federal, state, or local law shall be withheld from Compensation
         other than Deferred Compensation. If necessary, the Corporation may
         reduce the amount of Deferred Compensation and/or shares of Common
         Stock payable pursuant to Section 2.2(a) by an amount equal to any
         required withholding. In addition, the Corporation may defer making
         payments under the Plan until satisfactory arrangements have been made
         for the payment of any federal, state or local taxes required to be
         withheld with respect to such payment or delivery. Each Participant
         shall be entitled to irrevocably elect, at least six months prior to
         the date shares of Common Stock would otherwise be delivered hereunder,
         to have the Corporation withhold shares of Common Stock having an
         aggregate value equal to the amount required to be withheld. The value
         of fractional shares remaining after payment of the withholding taxes
         shall be paid to the Participant in cash. Shares so withheld shall be
         valued at the Closing Price on the Business Day immediately preceding
         the date such shares would otherwise be transferred hereunder.

2.10     DISABILITY. If a Participant suffers a disability, as defined in the
         Corporation's long term disability plan, Participant's deferrals that
         otherwise would have been credited to the Participant's Stock Account
         will cease during such disability. The Participant's Stock Account will
         continue to receive the stock investment results. If, after 24 months,
         the Participant is still




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         disabled, the Participant shall be considered to have terminated
         employment and his Stock Account balance will be paid out under Section
         2.6.

                                    ARTICLE 3

                                  THE COMMITTEE

3.1      AUTHORITY. The Committee shall have full power and authority to
         administer the Plan, including the power to (i) promulgate forms to be
         used with respect to the Plan, (ii) promulgate rules of Plan
         administration, (iii) settle any disputes as to rights or benefits
         arising from the Plan, (iv) interpret the terms of the Plan and (v)
         make such decisions or take such action as the Committee, in its sole
         discretion, deems necessary or advisable to aid in the proper
         administration of the Plan.

3.2      ELECTIONS, NOTICES. All elections and notices required to be provided
         to the Committee under the Plan must be on such forms, contain such
         information, and be made or given at such times as the Committee may
         require.

3.3      AGENTS. The Committee may appoint an individual to be the Committee's
         agent with respect to the day-to-day administration of the Plan. In
         addition, the Committee may, from time to time, employ other agents and
         delegate to them such administrative duties as it sees fit, and may
         from time to time consult with counsel who may be counsel to the
         Corporation.

3.4      BINDING EFFECT OF DECISIONS. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and binding
         upon all persons having any interest in the Plan.

3.5      INDEMNITY OF COMMITTEE. The Corporation has entered into
         Indemnification Agreements with each of the members of the Committee
         protecting them against such claims, losses, damages, expenses or
         liabilities arising from any action or failure to act with respect to
         this Plan, except as otherwise indicated in such Agreement.

3.6      CLAIMS PROCEDURE. Any person claiming an amount under the Plan,
         requesting an interpretation or ruling under the Plan, or requesting
         information under the Plan shall present the request in writing to the
         Committee, which shall respond in writing within ninety (90) days
         following receipt of the request. If the claim or request is denied,
         the written notice of denial shall state (i) the reasons for denial,
         (ii) the reference to the pertinent Plan provisions or legal doctrine
         upon which the denial is based; (iii) a description of any additional
         material or information required and an explanation of why it is
         necessary; and (iv) an explanation of the Plan's claim review
         procedure. Any person whose claim or request is denied may make a
         second request for review by notice given in writing to the Committee.
         The claim or request shall be reviewed further by the Committee, and
         the Committee may, but shall not be required to, grant the claimant a
         hearing. A decision on such second request shall normally be made
         within sixty (60) days after the date of the second request. If an
         extension of time is required


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         for a hearing or other special circumstances, the claimant shall be
         notified and the time limit shall be one hundred twenty (120) days from
         the date of the second request. The decision shall be in writing and
         shall be final and bind all parties concerned.

                                    ARTICLE 4

                                SHARES AVAILABLE

4.1      NUMBER. Three hundred thousand (300,000) shares of Common Stock are
         available for issuance under the Plan in accordance with the provisions
         hereof and such other provisions as the Committee may from time to time
         deem necessary. This authorization may be increased from time to time
         by approval of the Board and by the shareholders of the Corporation if,
         in the opinion of counsel for the Corporation, such shareholder
         approval is required. Stock Credits to Participant's Stock Account
         shall be applied to reduce the maximum number of shares of Common Stock
         remaining available under the Plan. Shares of Common Stock issuable
         under the Plan may be taken either from authorized but unissued or
         treasury shares, as determined by the Corporation.

4.2      ADJUSTMENTS. If at any time the number of outstanding shares of Common
         Stock shall be increased as the result of any stock dividend, stock
         split, subdivision or reclassification of shares, the number of shares
         of Common Stock available under Section 4.1 and the number of Stock
         Credits with which each Participant's Stock Account is credited shall
         be increased in the same proportion as the outstanding number of shares
         of Common Stock is increased. If the number of outstanding shares of
         Common Stock shall at any time be decreased as the result of any
         combination, reverse stock split or reclassification of shares, the
         number of shares of Common Stock available under Section 4.1 and the
         number of Stock Credits with which each Participant's Stock Account is
         credited shall be decreased in the same proportion as the outstanding
         number of shares of Common Stock is decreased. In the event the
         Corporation shall at any time be consolidated with or merged into any
         other corporation and holders of shares of Common Stock receive shares
         of the capital stock of the resulting or surviving corporation, there
         shall be credited to each Participant's Stock Account, in place of the
         Stock Credits then credited thereto, new Stock Credits in an amount
         equal to the product of the number of shares of capital stock exchanged
         for one share of Common Stock upon such consolidation or merger and the
         number of Stock Credits with which the Participant's Stock Account then
         is credited, and the number of shares of Common Stock available under
         Section 4.1 shall be similarly adjusted. If in such a consolidation or
         merger, holders of shares of Common Stock shall receive any
         consideration other than shares of the capital stock of the resulting
         or surviving corporation or its parent corporation, the Committee, in
         its sole discretion, shall determine the appropriate change in
         Participants' Stock Accounts.


4.3      CHANGE IN CONTROL. Notwithstanding any other provision of this Plan, in
         the event of a Change in Control of the Corporation, each Participant's
         Stock Account shall, within five Business Days thereafter, be
         distributed in a single, lump sum equal to the number of Stock


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         Credits then allocated to his Stock Account as of the last Business Day
         immediately preceding the Change in Control. For purposes of this
         Section 4.3, Change in Control means the occurrence of any one of the
         following events:

         (a)      individuals who, on April 19, 2000, constitute the Board (the
                  "Incumbent Directors") cease for any reason to constitute at
                  least a majority of the Board, provided that any person
                  becoming a director subsequent to April 19, 2000 whose
                  election or nomination for election was approved by a vote of
                  at least two thirds (2/3rds) of the Incumbent Directors then
                  on the Board (either by a specific vote or by approval of the
                  proxy statement of the Corporation in which such person is
                  named as a nominee for director, without written objection to
                  such nomination) shall be an Incumbent Director; provided,
                  however, that no director of the Corporation initially as a
                  result of an actual or threatened election contest with
                  respect to directors or any other actual or threatened
                  solicitation of proxies or consents by or on behalf of any
                  person other than the Board shall be deemed to be an Incumbent
                  Director;

         (b)      any "person" (as such term is defined in Section 3(a)(9) of
                  the Securities Exchange Act of 1934 (the "Exchange Act") and
                  as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
                  is or becomes a "beneficial owner" (as defined in Rule 13d-3
                  under the Exchange Act), directly or indirectly, of securities
                  of the Corporation representing 25% or more of the combined
                  voting power of the Corporation's then outstanding securities
                  eligible to vote for the election of the Board (the "Company
                  Voting Securities"); provided, however, that the event
                  described in this paragraph (b) shall not be deemed to be a
                  Change in Control by virtue of any of the following
                  acquisitions:

                  (i)      by the Corporation or any Subsidiary,

                  (ii)     by any employee benefit plan sponsored or maintained
                           by the Corporation or any Subsidiary,

                  (iii)    by any underwriter temporarily holding securities
                           pursuant to an offering of such securities,

                  (iv)     pursuant to a Non-Control Transaction (as defined in
                           paragraph (c)), or

                  (v)      a transaction (other than one described in (c) below)
                           in which Company Voting Securities are acquired from
                           the Corporation, if a majority of the Incumbent
                           Directors then on the Board approve a resolution
                           providing expressly that the acquisition pursuant to
                           this clause (v) does not constitute a Change in
                           Control under this paragraph (b);

         (c)      the consummation of a merger, consolidation, statutory share
                  exchange or similar



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                  form of corporate transaction involving the Corporation or any
                  of its Subsidiaries that requires the approval of the
                  Corporation's stockholders, whether for such transaction or
                  the issuance of securities in the transaction (a "Business
                  Combination"), unless immediately following such Business
                  Combination:

                  (i)      more than 50% of the total voting power of (A) the
                           corporation resulting from such Business Combination
                           (the "Surviving Entity"), or (B) if applicable, the
                           ultimate parent corporation that directly or
                           indirectly has beneficial ownership of 100% of the
                           voting securities eligible to elect directors ("Total
                           Voting Power") of the Surviving Entity (the "Parent
                           Entity"), is represented by Company Voting Securities
                           that were outstanding immediately prior to such
                           Business Combination (or, if applicable, shares into
                           which such Company Voting Securities were converted
                           pursuant to such Business Combination), and such
                           voting power among the holders thereof is in
                           substantially the same proportion as the voting power
                           of such Company Voting Securities among the holders
                           thereof immediately prior to the Business
                           Combination,

                  (ii)     no person (other than any employee benefit plan (or
                           related trusts) sponsored or maintained by the
                           Surviving Entity or the Parent Entity), is or becomes
                           the beneficial owner, directly or indirectly, of 25%
                           or more of the Total Voting Power of the outstanding
                           voting securities eligible to elect directors of the
                           Parent Entity (or, if there is no Parent Entity, the
                           Surviving Entity), and

                  (iii)    at least a majority of the members of the board of
                           directors of the Parent Entity (or, if there is no
                           Parent Entity, the Surviving Entity) following the
                           consummation of the Business Combination were
                           Incumbent Directors at the time of the Board's
                           approval of the execution of the initial agreement
                           providing for such Business Combination (any Business
                           Combination which satisfies all of the criteria
                           specified in (i), (ii) and (iii) above shall be
                           deemed to be a "Non-Control Transaction"); or

         (d)      the stockholders of the Corporation approve a plan of complete
                  liquidation or dissolution of the Corporation.

         Notwithstanding the foregoing, a Change in Control of the Corporation
         shall not be deemed to occur solely because any person acquires
         beneficial ownership of more than 25% of the Company Voting Securities
         as a result of the acquisition of Company Voting Securities by the
         Corporation which reduces the number of Company Voting Securities
         outstanding; provided, that if after such acquisition by the
         Corporation such person becomes the beneficial owner of additional
         Company Voting Securities that increases the percentage of outstanding
         Company Voting Securities beneficially owned by such person by more
         than one percent, a Change in Control of the Corporation shall then
         occur.




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                                    ARTICLE 5

                                  MISCELLANEOUS

5.1      UNFUNDED PLAN. No promise hereunder shall be secured by any specific
         assets of the Corporation, nor shall any assets of the Corporation be
         designated as attributable or allocated to the satisfaction of such
         promises. Participants shall have no rights under the Plan other than
         as unsecured general creditors of the Corporation. Notwithstanding the
         foregoing, the Corporation may, but is not obligated to, establish a
         grantor trust (the "Trust") for purposes of segregating assets
         necessary to satisfy the Corporation's obligations under this Plan. All
         amounts contributed to the Trust shall remain subject to the claims of
         the Corporation's creditors in the event of the Corporation's
         insolvency (as defined in the Trust document) until paid to the
         Participant or his beneficiaries in such manner and at such times as
         specified in this Plan. It is the intention of the Corporation that the
         Trust shall constitute an unfunded arrangement and shall not affect the
         status of this Plan as an unfunded plan maintained for the purpose of
         providing deferred compensation for a select group of highly
         compensated employees for purposes of Title I of the Employee
         Retirement Income Security Act of 1974 and for tax purposes.
         Participants shall have no control or incidence of ownership with
         respect to the assets contributed to the Trust by the Corporation.

5.2      NON-ALIENATION OF BENEFITS. No benefit under the Plan shall be subject
         in any manner to anticipation, alienation, sale, transfer, assignment,
         pledge, encumbrance, or charge, and any attempt to do so shall be void.
         No such benefit, prior to receipt thereof pursuant to the provisions of
         the Plan, shall be in any manner liable for or subject to the debts,
         contracts, liabilities, engagements or torts of the Participant.

5.3      INVALIDITY. If any term or provision contained herein is to any extent
         invalid or unenforceable, such term or provision will be reformed so
         that it is valid, and such invalidity or unenforceability will not
         affect any other provision or part hereof.

5.4      GOVERNING LAW. This Plan shall be governed by the laws of the State of
         Ohio, without regard to the conflict of law provisions thereof.

5.5      AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
         time may terminate and in any respect amend or modify the Plan;
         provided, however, that no such termination, amendment or modification
         shall adversely affect the rights of any Participant or beneficiary,
         including his rights with respect to Stock Credits credited prior to
         such termination, amendment or modification, without his consent.
         Notwithstanding the foregoing, the provisions of this Plan that
         determine the amount, price or timing of benefits related to Stock
         Credits shall not be amended more than once every six months (other
         that as may be necessary to conform to any applicable changes in the
         Internal Revenue Code of 1986, as amended or the rules thereunder),
         unless such amendment would be consistent with


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<PAGE>   13

         the provisions of Rule 16b-3 (or any successor provisions) promulgated
         under the Exchange Act.

5.6      SUCCESSORS AND HEIRS. The Plan and any properly executed elections
         hereunder shall be binding upon the Corporation and Participants, and
         upon any assignee or successor in interest to the Corporation and upon
         the heirs, legal representatives and beneficiaries of any Participant.

5.7      STATUS AS SHAREHOLDERS. Stock Credits are not, and do not constitute,
         shares of Common Stock, and no right as a holder of shares of Common
         Stock shall devolve upon a Participant unless and until such shares are
         issued to the Participant.

5.8      RIGHTS. This Plan shall not give any person the right to continue as an
         employee of the Corporation or any Subsidiary or any rights or
         interests other than as herein provided.

5.9      USE OF TERMS. The masculine includes the feminine and the plural
         includes the singular, unless the context clearly indicates otherwise.

5.10     STATEMENT OF ACCOUNTS. Each Participant in the Plan during the
         immediately preceding Plan Year shall receive a statement of his Stock
         Account under the Plan as of December 31 of such preceding Plan Year.
         Such statement shall be in a form and contain such information as is
         deemed appropriate by the Committee.

5.11     COMPLIANCE WITH LAWS. This Plan and the offer, issuance and delivery of
         shares of Common Stock and/or the payment and deferral of Compensation
         under this Plan are subject to compliance with all applicable federal
         and state laws, rules and regulations (including but not limited to
         state and federal reporting, registration, insider trading and other
         securities laws) and to such approvals by any listing agency or any
         regulatory or governmental authority as may, in the opinion of counsel
         for the Corporation, be necessary or advisable in connection therewith.
         Any securities delivered under this Plan be subject to such
         restrictions, and the person acquiring the securities shall, if
         requested by the Corporation, provide such assurances and
         representations to the Corporation as the Corporation may deem
         necessary or desirable to assure compliance with all applicable legal
         requirements.

5.12     PLAN CONSTRUCTION. Anything in this Plan to the contrary
         notwithstanding, is the intent of the Corporation that transactions
         under the Plan satisfy the applicable requirements of Rule 16b-3
         promulgated under Section 16 of the Exchange Act so that persons who
         are or become subject to Section 16 of the Exchange Act will be
         entitled to the benefits of such Rule 16b-3 or other exemptive rules
         under Section 16 of the Exchange Act and will not be subjected to
         avoidable liability thereunder. To the extent any provision of the
         Plan, action by the Committee or election by a Participant or Eligible
         Employee fails to so comply, it shall be deemed null and void to the
         extent permitted by law.



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<PAGE>   14

5.13     HEADINGS NOT PART OF PLAN. Headings and subheadings in the Plan are
         inserted for reference only and are not to be considered in the
         construction of the Plan.

5.14     STOCKHOLDER APPROVAL; EFFECTIVE DATE. This Plan has been approved by
         the Board and became effective as of January 1, 1996, due to the
         approval of this Plan by the stockholders of the Corporation at the
         Annual Shareholders Meeting in 1996. The Plan was amended and restated
         in November, 1996, and in July, 1997, by the Board to make certain
         administrative changes to the Plan. The Plan was amended and restated
         in October 21, 2000 to amend the definition of Change in Control. The
         Plan was amended and restated effective as of January 1, 2001 to
         eliminate the option of receiving distributions from the Plan in the
         form of cash and to modify the provisions dealing with in-service
         distributions.




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