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                                                                   Exhibit 10.15


                             FIRSTMERIT CORPORATION

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

                                    ARTICLE 1

                            PURPOSES AND DEFINITIONS

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

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

         (a)      "ACCOUNT" means a Cash Account, a Deferred Benefit Account or
                  a Stock Account.

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

         (e)      "CASH CREDIT" means a credit to a Participant's Cash Account,
                  expressed in whole dollars and fractions thereof.

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

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

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

         (i)      "CORPORATION" means FirstMerit Corporation.

         (j)      "COMPENSATION" means all fees payable to a Director for
                  services to the Corporation and/or a Subsidiary as a director,
                  including retainer fees for service on, and fees for
                  attendance at meetings of, the Board and any committees
                  thereof, as established by the Board from time to time, but
                  excluding reimbursements for expenses.


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         (k)      "DEFERRED BENEFIT ACCOUNT" means a deferred benefit account
                  established for a Participant under the Directors' Deferred
                  Fee Plan before July 1, 1996.

         (l)      "DIRECTORS' DEFERRED FEE PLAN" means the FirstMerit
                  Corporation Directors' Deferred Fee Plan.

         (m)      "DIRECTOR" means any individual serving on the Board or on the
                  board of directors of a Subsidiary, who is not an employee of
                  the Corporation or any Subsidiary, or any individual serving
                  as a Community Board Advisor (or like designation).

         (n)      "PARTICIPANT" means a Director who is a participant in the
                  Plan, or a former Director who has an Account.

         (o)      "PLAN" means the FirstMerit Corporation Director Deferred
                  Compensation Plan.

         (p)      "PLAN YEAR" means the calendar year, except that for the 1996
                  Plan Year, it means the six-month period beginning July 1,
                  1996 and ending December 31, 1996.

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

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

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

         (t)      "STATED INTEREST RATE" means, with respect to any calendar
                  month, two percentage points over the average of the composite
                  yield on Moody's Average Corporate Bond Yield for the month of
                  October immediately preceding the Plan Year as determined from
                  Moody's Bond Record published by Moody's Investors Services,
                  Inc. (or any successor thereto), or, if such monthly yield is
                  no longer published, a substantially similar average selected
                  by the Corporation. The Committee shall establish the Stated
                  Interest Rate effective as of January 1 of each Plan Year,
                  which, once established, shall be used for all interest
                  determinations during such Plan Year.

         (u)      "SUBSIDIARY" means a subsidiary of the Corporation.

         (v)      "VALUATION DATE" means the last business day of the month in
                  which termination occurs.




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                                    ARTICLE 2

                            PARTICIPATION IN THE PLAN

2.1      ELIGIBILITY. All Directors shall participate in the Plan.

2.2      CURRENT COMPENSATION.

         (a)      To the extent that a Director or first time nominee for
                  Director has not timely elected, pursuant to Section 2.3, to
                  defer receipt of Compensation payable to him during a Plan
                  Year, such Director or first time nominee may irrevocably
                  elect, in increments of fifty percent (50%), to receive
                  current Compensation either in cash or in whole shares of
                  Common Stock (and cash for any fractions of a share). Any such
                  election must be made in writing and delivered to the
                  Committee prior to December 15, 1995 with respect to the 1996
                  Plan Year and thereafter prior to July 1 of any Plan Year
                  effective as of January 1 of the immediately succeeding Plan
                  Year; provided that in the case of a first time nominee for
                  Director, such election must be so made and delivered not
                  later than six months in advance of the first date in such
                  Plan Year as of which such Compensation will be paid. Absent
                  such a timely election, a Director or first time nominee for
                  Director shall be deemed to have elected to receive such
                  Compensation entirely in cash.

         (b)      The number of shares of Common Stock payable to a Director
                  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 Compensation that would otherwise
                  have been paid to the Director in cash at the Closing Price of
                  shares of Common Stock on the day such Compensation would
                  otherwise have been so paid. The balance of such Compensation,
                  if any, shall be paid to the Director in cash.

         (c)      A Director may, pursuant to Section 2.2(a), file a new current
                  Compensation election or revoke a prior current Compensation
                  election each Plan Year effective as of July 1 of the
                  immediately succeeding Plan Year. If no new election or
                  revocation of a prior election is made prior to July 1 of any
                  Plan Year, the election or deemed election in effect for such
                  Plan Year shall continue to be effective and irrevocable for
                  the immediately succeeding Plan Year.

2.3      DEFERRED COMPENSATION.

         (a)      (i)      A Director may irrevocably elect to defer receipt, in
                           increments of twenty-five percent (25%), of
                           Compensation payable to him during the immediately
                           succeeding Plan Year. Such election must be made in
                           writing an delivered to the Committee prior to
                           December 15, 1995 with respect to the 1996 Plan Year
                           and thereafter prior to July 1 of any Plan Year
                           effective as of January 1 of the immediately
                           succeeding Plan Year.





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                  (ii)     A first time nominee for Director may irrevocably
                           elect to defer receipt, in increments of twenty-five
                           percent (25%), of Compensation payable to him on or
                           after July 1 of the Plan Year in which he first
                           becomes a Director. Such election must be made in
                           writing and delivered to the Committee prior to the
                           date on which such nominee becomes a Director.

         (b)      A Director may, pursuant to Section 2.3(a)(i), file a new
                  deferred Compensation election or revoke a prior deferred
                  Compensation election each Plan Year applicable to the
                  immediately succeeding Plan Year. If no new election or
                  revocation of a prior election is made prior to July 1 of any
                  Plan Year, the election, if any, in effect for such Plan Year
                  shall continue to be effective and irrevocable for the
                  immediately succeeding Plan Year. If a Director does not
                  timely elect to defer Compensation payable to him during a
                  Plan Year, all such Compensation shall be paid directly to
                  such Director in accordance with Section 2.2.

2.4      ALLOCATION OF DEFERRED COMPENSATION. A Participant may irrevocably
         elect to initially allocate all or a portion, in increments of
         twenty-five (25%), of his deferred Compensation to a Cash Account, a
         Stock Account, or a combination of both such Accounts. Any such
         allocation shall be specified in the election made pursuant to Section
         2.3; provided, however, that in the case of a first time nominee for
         Director, such election must be so made and delivered not later than
         six months in advance of the first date in such Plan Year as of which
         such Compensation would otherwise be paid. Absent such a timely
         election, a Participant shall be deemed to have elected to allocate
         such deferred Compensation to his Cash Account. Deferred Compensation
         allocated to a Cash Account or Stock Account shall result in Cash
         Credits or Stock Credits, respectively.

2.5      ACCOUNTS.

         (a)      The Cash Account of a Participant shall be credited, as of the
                  day the deferred Compensation otherwise would have been paid
                  to such Participant, with Cash Credits equal to the dollar
                  amount of such deferred Compensation and shall be reduced, as
                  of the day that any amount is distributed or transferred
                  therefrom, by Cash Credits equal to the amount of such
                  distribution or transfer. As of the last day of each calendar
                  month, the Participant's Cash Account shall be credited with
                  additional Cash Credits in an amount equal to the product of
                  the average daily balance in his Cash Account during such
                  month (determined after adjustment for any deferred
                  Compensation credited thereto and any amount distributed or
                  transferred therefrom as of each day in such month) and an
                  interest rate equal to the Stated Interest Rate.

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



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                  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 or transferred
                  therefrom by the number of Stock Credits attributable to such
                  distribution or transfer.

         (c)      As of the date any dividend is paid to holders of shares of
                  Common Stock, the 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 stock, the amount of the dividend
                  shall be deemed to be the fair market value of the stock at
                  the time of the payment thereof, as determined in good faith
                  by the Committee.

         (d)      No Compensation payable to a Director after June 30, 1996 may
                  be deferred to a Deferred Benefit Account. As of July 1, 1996,
                  Deferred Benefit Account balances will be converted to Cash
                  Credits to the Participants' Cash Accounts, or Stock Credits
                  to Participant's Stock Accounts, as elected by the
                  Participant. The amount of such Cash Credits and Stock Credits
                  shall be determined in accordance with Sections 2.5(a), 2.5(b)
                  and 2.5(c), respectively, as if the converted amounts
                  constituted deferred Compensation on the date of such
                  conversion. Such election must be in writing and delivered to
                  the Committee prior to December 15, 1995 and shall be
                  irrevocable. Absent such a timely election, a Participant's
                  Deferred Benefit Account balance shall be automatically
                  converted to Cash Credits.

         (e)      A Participant shall be one hundred percent (100%) vested in
                  his Accounts at all times.

2.6      DISTRIBUTIONS UPON TERMINATION.

         (a)      Distribution of a Participant's Account shall be made or
                  commence in accordance with such Participant's election within
                  thirty (30) days following the Valuation Date, unless the
                  Participant has elected a later month.

         (b)      A Participant may elect to receive his Accounts in monthly
                  installments not to exceed one hundred twenty (120) separate
                  installments or in a single, lump sum distribution. The Stock
                  Credits allocated to a Participant's Stock Account shall be
                  distributed 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 Participant's Cash Account, as adjusted pursuant
                  to the



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                  preceding sentence, may be paid either in cash or in whole
                  shares of Common Stock (and cash for any fractions of a share)
                  or in combination of both, in increments of twenty-five
                  percent (25%). The Committee shall distribute such Accounts in
                  accordance with such election or, if no such election is made,
                  in a single, lump sum distribution of Common Stock with
                  respect to the Stock Credits allocated to the Participant's
                  Stock Account and cash equal to the Cash Credits allocated to
                  the Participant's Cash Account, in each case adjusted as
                  provided in the third sentence of this Section 2.6(b).

         (c)      Monthly cash installments shall be reamortized annually on the
                  Reamortization Date. The Cash Account will be reamortized
                  based on the Stated Interest Rate.

         (d)      (i)   With respect to distributions from the Participant's
                        Stock Account, the Participant shall receive one (1)
                        share of Common Stock with respect to each Stock Credit
                        (including any Stock Credits resulting from a transfer
                        pursuant to the second sentence in Section 2.6(d)(ii))
                        allocated to his Stock Account after his Stock Account
                        is adjusted in accordance with the third sentence of
                        Section 2.6(b).

                  (ii)  In the event of an election or deemed election by the
                        Participant to receive all or a portion of his Cash
                        Account in cash, the Participant shall, to the extent
                        of such election or deemed election, receive an amount
                        in cash equal to the current balance in such Cash
                        Account after his Cash Account is adjusted in
                        accordance with the third sentence of Section 2.6(b).
                        In the event of an election by the Participant to
                        receive all or a portion of his Cash Account in shares
                        of Common Stock, the Participant shall be deemed to
                        have irrevocably elected to transfer from his Cash
                        Account to his Stock Account the number of Stock
                        Credits equal to the number of shares of Common Stock
                        (including fractions of a share ) that could have been
                        purchased with the value of the applicable percentage
                        (as elected by the Participant) of the Cash Account at
                        the Closing Price of shares of Common Stock on the
                        effective date of such transfer.

         (e)      (i)   The amount of a monthly cash installment with respect
                        to a Participant's Cash Account shall be equal to the
                        product of the current balance in such Cash Account on
                        the Valuation Date and/or the Reamortization Date 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.

                  (ii)  The number of shares of Common Stock to be distributed
                        from a Participant's Stock Account with respect to a
                        monthly installment shall be determined by calculating
                        the product of the current number of Stock Credits
                        attributable to such Stock Account 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.





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                  (iii) All monthly installments shall commence within thirty
                        (30) days after the Valuation Date and shall continue
                        on the same day of each succeeding month until all
                        installments have been paid.

         (f)      A Participant's elections referred to in this Section 2.6
                  must be in writing and delivered to the Committee with such
                  Participant' s election to defer Compensation pursuant to
                  Section 2.3(a). A Participant may at any time not less than
                  one year prior to the date as of which the distribution of
                  such Participant's Accounts is made or commences change such
                  elections pursuant to an election in writing delivered to the
                  Committee, which election shall be irrevocable during such
                  one-year period.

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

2.7      IN-SERVICE DISTRIBUTIONS.

         (a)      In-Service Withdrawal. A Participant may elect to withdraw
                  all or a portion of his Accounts in a single sum or in
                  substantially equal annual installments of the Accounts
                  amortized over a period of up to five (5) years. If a
                  Participant elects to withdraw all of his Accounts, the
                  amount to be distributed in installment payments shall be
                  redetermined in the same manner as that set forth in Section
                  2.6(e), as of January 1 of each year in which an installment
                  is to be received, based on the remaining Account Balances,
                  as adjusted for gains and losses, and the remaining number of
                  installment payments. Adjustments for investment gains and
                  losses shall continue on the undistributed Account Balances.
                  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
                  service on the Board 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 Accounts, from the Participant's Accounts
                  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 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


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                  have no obligation to the Participant or his beneficiary with
                  respect to such forfeited amount.

2.8      DISTRIBUTION UPON DEATH.

         (a)      Notwithstanding any other provision of this Plan, upon the
                  death of a Participant, amounts attributable to his Deferred
                  Benefit Account shall be distributed in the manner provided
                  in any election or elections with respect thereto filed by
                  the Participant.

         (b)      Notwithstanding any other provisions of this Plan, upon the
                  death of a Participant, the Committee shall pay all of such
                  Participant's Cash Account and Stock Account to the person,
                  persons, or entity designated by the Participant. All such
                  designations shall be made in writing and delivered to the
                  Committee. A Participant may from time to time revoke or
                  change any such designations by written notice to the
                  Committee. 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(b) 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.

         (c)      The number of shares of Common Stock to be distributed
                  pursuant to Section 2.8(b) from the Participant's Stock
                  Account shall be equal to the number of Stock Credits with
                  which such Stock Account is credited 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.

         (d)      In the event of the death of the primary beneficiary, the
                  secondary beneficiary shall receive a lump sum of the
                  remainder of the benefit.

2.9      WITHHOLDING TAXES. The Corporation may defer making payments under the
         Plan until satisfactory arrangements have been made for the payment of
         any federal, state or local income taxes required to be withheld with
         respect to such payment or delivery. Each Director 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 Director in cash. Shares so withheld shall be valued at the
         Closing Price on the regular Business Day immediately preceding the
         date such shares would otherwise be transferred hereunder.




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                                    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 in such form or forms
         prescribed by, and contain such information as is required by, the
         Committee.

3.3      AGENTS. The Committee may appoint an individual or individuals 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.

                                    ARTICLE 4

                                SHARES AVAILABLE


4.1      NUMBER. One Hundred Thousand (100,000) 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
         Accounts shall be applied to reduce the maximum number of


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         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 4.01 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 4.01 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 4.01 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.

                                    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


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         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 Cash Credits or 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 the
         provisions of Rule 16b-3 (or any successor provisions) promulgated
         under the Securities Exchange Act of 1934, as amended ("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. Participation in this Plan shall not give any Director the
         right to continue to serve as a member of the Board 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.




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5.10     STATEMENT OF ACCOUNTS. Each Participant in the Plan during the
         immediately preceding Plan Year shall receive a statement of his
         Accounts 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 all
         transactions under the Plan satisfy the applicable requirements of
         Rule 16b-3 so that a Director who is or becomes a member of a
         committee administering stock compensation plans of the Corporation
         will be "disinterested" as defined in Rule 16b-3 for purposes of
         administering such plans, will be entitled to the benefits of 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 Director fails to so comply, it shall be deemed null and void to
         the extent permitted by law.

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 July, 1997, by the Board to make certain
         administrative changes to the Plan. The Plan was amended and restated
         effective as of January 1, 2001 to eliminate the option of receiving
         distributions from Participant's Stock Accounts in the form of cash
         and to modify the provisions dealing with in-service distributions.






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