<PAGE>   1
                                                                   Exhibit 10(n)


                 HUNTINGTON SUPPLEMENTAL RETIREMENT INCOME PLAN
                      (Restated Effective January 1, 2000)


         The Huntington Bancshares Supplemental Retirement Income Plan was
adopted effective January 1, 1994 solely for the purpose of providing
supplemental benefits to certain highly compensated employees whose benefits
under the Huntington Bancshares Retirement Plan are limited by Internal Revenue
Code Section 415 or 401(a)(17). This Supplemental Retirement Income Plan is an
unfunded "top hat plan" subject only to certain reporting and disclosure rules
of the Employee Retirement Income Security Act of 1974 (ERISA).

         Huntington Bancshares Incorporated does hereby continue the Plan for
the benefit of Eligible Employees of Huntington Bancshares Incorporated and its
Related Companies in a restated form on the terms and conditions set forth
below:

                                    ARTICLE I

                                   Definitions
                                   -----------


         Section 1.01. Code means the Internal Revenue Code of 1986, as amended
from time to time, and any regulations relating thereto.

         Section 1.02. Company means Huntington Bancshares Incorporated. Related
Company shall have the meaning given it by Article I of the Qualified Plan.

         Section 1.03. Committee means the Retirement Committee appointed
pursuant to Article IX of the Qualified Plan.

         Section 1.04. Compensation

         (a) Compensation (effective for compensation earned prior to January 1,
2000) means the monthly equivalent of the total cash remuneration paid for
services rendered to an Employer during the calendar Year excluding overtime
pay, bonuses, incentive compensation, stock options, disability payments,
contributions to any public or private benefit plan and other forms of irregular
payments, pensions or other deferred compensation. Where payments not for
services such as payments for travel or expenses, are not separately stated, the
Committee may determine and make appropriate reduction for such payments.
Compensation shall include any salary reduction or salary deferral amounts
pursuant to plans sponsors by the Employer under Sections 125 and 401(k) of the
Code.

         In respect to an Employee who transferred directly into the employ of
an Employer from a Related Company, applicable earnings for services rendered to
the Related Company shall be treated as Compensation from his Employer for
purposes of this Plan.

         (b) Compensation (effective for Compensation earned after December 31,
1999) means the monthly equivalent of all wages, salaries, fees for professional
service and other amounts (whether or not paid in cash) for personal services
actually rendered in the course of employment with an Employer (as adjusted by
this Section), but only to the extent includible in gross income. This
definition of Compensation is modified by the following additions and
exclusions. The definition includes 50% (fifty percent) of overtime pay,
bonuses, and incentive or commission compensation paid pursuant to incentive
plans with one year or less measurement periods. Compensation includes payments
pursuant to the Huntington Transition Pay Plan, amounts deferred pursuant to
plans sponsored by the Employer under Sections 125 and 401(k) of the Code and
compensation deferred pursuant to the Huntington Supplemental Stock Purchase and
Tax Savings Plan. Compensation includes 50% (fifty percent) of amounts deferred
under plans providing for the deferral of bonuses paid pursuant to a plan with a
one year or less measurement period. This definition of Compensation does not
include severance pay, incentive or commission compensation paid pursuant to
incentive plans with longer than one year measurement periods, deferred
compensation except compensation deferred pursuant to the Huntington Investment
and Tax Savings Plan, the

                                       1
<PAGE>   2
Huntington Supplemental Stock Purchase and Tax Savings Plan, a cafeteria plan
pursuant to Code Section 125 and 50% (fifty percent) of amounts deferred by
plans providing for the deferral of bonuses paid pursuant to a plan with a one
year or less measurement period, payments pursuant to welfare benefit plans,
noncash compensation income imputed for tax purposes only, reimbursements or
other expense allowances, signing bonuses and similar payments, compensation
attributable to the grant or exercise of stock options of any kind,
contributions to any public or private benefit plan and other forms of irregular
payments, pensions or other forms of deferred compensation. This definition of
Compensation only applies to Compensation earned after December 31, 1999.

         In respect to an Employee who transferred directly into the employ of
an Employer from a Related Company, applicable earnings for services rendered to
the Related Company shall be treated as Compensation from his Employer for
purposes of this Plan.

         Section 1.05. Covered Compensation means the average of Social Security
taxable wage bases for the 35-year period ending with the year of the
individual's Social Security retirement age (as defined in section 414(b)(8) of
the Code). For purposes of this Section, Covered Compensation amounts shall be
determined and fixed on the date of a Participant's separation from service so
that the Social Security wage base in the year of a Participant's separation
from service will be projected until the Participant's Social Security normal
retirement age.

         Section 1.06. Credited Service shall be determined as provided in the
Qualified Plan; provided, however, the Pension Review Committee of the Company's
Board of Directors, may in its sole and absolute discretion, grant Participants
additional Service and/or Credited Service solely to determine benefits pursuant
to this Plan.

         Section 1.07. Deferred Vested Pension shall have the meaning given to
it by Article I of the Qualified Plan; provided however, with respect to a
Participant, who was a participant in a Predecessor Plan and whose Credited
Service does not include service accrued under the Predecessor Plan, the term
Deferred Vested Pension does not include the portion, if any, of such
Participant's Deferred Vested Pension attributable to such Predecessor Plan.

         Section 1.08. Disability Retirement Pension means the disability
benefit payable to a Participant pursuant to the Qualified Plan; provided
however, with respect to a Participant, who was a participant in a Predecessor
Plan and whose Credited Service does not include service accrued under the
Predecessor Plan, the term Disability Retirement Pension does not include the
portion, if any, of such Participant's Disability Retirement Pension
attributable to such Predecessor Plan.

         Section 1.09. Definitions. If a term is treated as a defined term in
this Plan and is not specifically defined in this Article, the term shall have
the meaning given it by Article I of the Qualified Plan.

         Section 1.10 Eligible Employee means any Employee who satisfies all of
the conditions enumerated below:

         (a) The Employee must be a participant in the Huntington Bancshares
Retirement Plan;

         (b) The Employee must have completed two years of Continuous Employment
with the Company or a Related Company. Solely for the purpose of determining who
is an Eligible Employee, Service with a Related Company prior to the time such
corporation became a Related Company shall be ignored;

         (c) The Employee's Huntington Bancshares Retirement Plan benefit
exceeds the limitation of Internal Revenue Code section 415(b) or the Employee's
annual compensation as defined by the Qualified Plan exceeds the limits of Code
Section 401(a)(17); and

         (d) The Employee has been nominated by the Compensation and Stock
Option Committee of the Company's Board of Directors as an Eligible Employee if
conditions (a) through (c) of this Section are satisfied.

         An Eligible Employee will continue to participate until his
participation terminates in accordance with the provisions of this Plan or by
Action of the Compensation and Stock Option Committee of the Company's Board of
Directors. This Plan does not provide a minimum benefit and no payment may be
due pursuant to Section 1.18.

                                       2
<PAGE>   3
         The benefit (if any) of any Eligible Employee who was an Eligible
Employee prior to January 1, 2000, who is not an Eligible Employee thereafter
shall be "frozen" effective December 31, 1999, and administered in accordance
with principles applicable to Qualified Plan frozen benefits. The term "frozen"
means an employee's accrued benefit is determined as if the employee actually
terminated employment with the Company or a Related Company on December 31,
1999, (or the date the employee actually terminated employment with the Company
or a Related Company, if earlier).

         Section 1.11. Final Average Compensation means a Participant's average
monthly Compensation during the highest five (5) consecutive calendar years
preceding (but not including) the year of Late, Normal or Early Retirement or
other termination of employment, as applicable.

         If the Participant shall not have completed five (5) calendar Years of
Service, such average shall be based on his Compensation averaged over such
lesser period of Service. For a Participant who incurs an Approved Absence or
who is rehired after a Break in Service with his prebreak Service restored, the
Plan Years and his Approved Absence or Break in Service shall be considered
consecutive Plan Years even though they were not contiguous.

         Section 1.12. Participant means any Eligible Employee entitled to a
benefit under the Qualified Plan.

         Section 1.13. Plan means the Huntington Bancshares Supplemental
Retirement Income Plan, as set forth herein or as hereafter amended.

         Section 1.14. A Predecessor Plan means a plan which has merged into the
Qualified Plan.

         Section 1.15. Preretirement Survivor's Benefit shall have the meaning
given it by Article I of the Qualified Plan; provided however, with respect to a
Participant, who was a participant in a Predecessor Plan and whose Credited
Service does not include service accrued under the Predecessor Plan, the term
Preretirement Survivor's Benefit does not include the portion, if any, of such
Participant's Preretirement Survivor's Benefit attributable to such Predecessor
Plan.

         Section 1.16. Qualified Plan means the Huntington Bancshares Retirement
Plan as restated effective January 1, 1989, as it may be amended from time to
time.

         Section 1.17. Qualified Plan Retirement Benefit means the Accrued
Retirement Pension payable to a Participant pursuant to the Qualified Plan by
reason of his termination of employment with the Company and all Related
Companies for any reason; provided however, with respect to a Participant, who
was a participant in a Predecessor Plan, and whose Credited Service does not
include service accrued under the Predecessor Plan, the term Qualified Plan
Retirement Benefit does not include the portion, if any, of such Participant's
Qualified Plan Retirement Benefit attributable to such Predecessor Plan.

         Section 1.18. Supplemental Retirement Benefit and Supplemental
Surviving Spouse Benefit. Supplemental Retirement Benefit means the benefit
payable to a Participant pursuant to Sections 3.01, 3.02, 3.03, 3.04 and 3.05 of
this Plan by reason of the Participant's termination of employment with the
Company or a Related Company for any reason. Supplemental Surviving Spouse
Benefit means the benefit payable pursuant to Section 4.01 to a Participant's
Surviving Spouse.

         For the purpose of determining the Supplemental Retirement Benefit and
the Supplemental Surviving Spouse Benefit the following rule of construction
shall apply: Benefits provided by the Huntington Supplemental Executive
Retirement Plan executed February 18, 1986 will be subtracted from the
Supplemental Retirement Benefit and the Supplemental Surviving Spouse Benefit;
benefits provided by the Huntington Supplemental Stock Purchase and Tax Savings
Plan will not be subtracted from the Supplemental Retirement Benefit or the
Supplemental Surviving Spouse Benefit.

                                       3
<PAGE>   4
                                   ARTICLE II

                                  Participation
                                  -------------

         Section 2.01. Eligibility. An Eligible Employee whose Qualified Plan
Retirement Benefit is limited by reason of the application of the limitations on
benefits imposed by the application of Section 415 or 401(a)(17) of the Code, as
in effect on the date for commencement of the Qualified Plan Retirement Benefit
shall be eligible to receive a Supplemental Retirement Benefit. If an Eligible
Employee described in the preceding sentence dies prior to commencement of his
Qualified Plan Retirement Benefit, survived by an Eligible Spouse entitled to a
Preretirement Survivor's Benefit under the Qualified Plan, then such Spouse
shall be eligible to receive a Supplemental Surviving Spouse Benefit.


                                   ARTICLE III

                         Supplemental Retirement Benefit
                         -------------------------------

         Section 3.01. Normal Retirement. The Supplemental Retirement Benefit
payable to a Participant retiring on his Normal Retirement Date shall be a
monthly amount equal to the sum of Parts I and II reduced by the amount(s)
described at Part III:

         PART I

         Part I only applies to Credited Service earned before July 1, 1999.

         (a)(i)   For Participants born in or before 1937, one and one quarter
                  percent (1.25%) of Final Average Compensation for each of the
                  first twenty five (25) years of Credited Service plus one
                  percent (1.0%) of Final Average Compensation for each year of
                  Credited Service in excess of twenty five (25), if any, up to
                  a maximum of fifteen (15) additional years

                                      PLUS

         (ii)     three quarters of one percent (.75%) of Final Average
                  Compensation in excess of Covered Compensation for each of the
                  first twenty five (25) years of Credited Service.

                  One and one quarter percent (1.25%) is increased to one and
                  three tenths percent (1.30%) for Participants born in
                  1938-1954 and to one and thirty five hundredths percent
                  (1.35%) for Participants born after 1954.

                  Three quarters of one percent (.75%) is decreased to seven
                  tenths of one percent (.70%) for Participants born in
                  1938-1954 and to sixty five hundredths of one percent (.65%)
                  for Participants born after 1954.

         PART II

         Part II only applies to Credited Service earned on or after
         July 1, 1999.

         (a)(i)   For all Participants one percent (1.0%) of Final Average
                  Compensation for each year of Credited Service up to a maximum
                  of forty (40) years. When applying the forty year limitation
                  on Credited Service, years of Credited Service earned after
                  June 30, 1999 shall be aggregated with years of Credited
                  Service earned before July 1, 1999.

                                       4
<PAGE>   5
                                      PLUS

         (ii)     sixty five hundredths of one percent (.65%) of Final Average
                  Compensation in excess of Covered Compensation for years of
                  Credited Service earned after June 30, 1999; which when
                  aggregated with years of Credited Service earned before July
                  1, 1999 does not in the aggregate exceed twenty five (25)
                  years of Credited Service.

         PART III (LESS)

                  The monthly amount of the Qualified Plan Retirement Benefit
                  actually payable to the Participant under the Qualified Plan
                  or any supplemental executive retirement plan or agreement,
                  sponsored or entered by the Company or any Related Company;
                  other than a supplemental executive retirement plan whose
                  primary purpose is to provide benefits in excess of amounts
                  permitted by Code Section 401(a)(17) or 415 with respect to a
                  Predecessor Plan.

         PART IV

                  The amounts described in Parts I, II and III shall be computed
                  as of the date of termination of employment of the Participant
                  with the Company or a Related Company in the form of a
                  straight life annuity payable over the lifetime of the
                  Participant only.


         Section 3.02. Early Retirement.

         A Participant who has attained age 55 and has completed ten (10) years
of Service who retires early shall be entitled to a benefit (as of the date of
income commencement) equal to the sum of (a) and (b) below, reduced by amounts
described at (c) below.

         (a)  The sum of the Participant's Accrued Retirement Pension determined
              pursuant to Section 3.01 Part I (a)(i) and Part II (a)(i) reduced
              by the factors in the table below:


               Age at which Benefits           Factors for Parts I and II (a)(i)
                     Commence                           of the Benefit
                        64                                  .97
                        63                                  .94
                        62                                  .91
                        61                                  .88
                        60                                  .85
                        59                                  .82
                        58                                  .79
                        57                                  .76
                        56                                  .73
                        55                                  .70


         If benefits commence other than at the above specified ages, linear
         interpolation should be used to arrive at the appropriate factors.

         (b)  The sum of the Participants Accrued Retirement Pension determined
              pursuant to Section 3.01 Part I (a)(ii) and Part II (a)(ii)
              reduced by the factors in the table below:


               Age at which Benefits           Factors for Parts I and II (a)(i)
                     Commence                           of the Benefit
                        64                                  .92
                        63                                  .84
                        62                                  .76
                        61                                  .71
                        60                                  .66
                        59                                  .63
                        58                                  .60
                        57                                  .56
                        56                                  .52
                        55                                  .48

                                       5
<PAGE>   6

         If benefits commence other than at the above specified ages, linear
         interpolation should be used to arrived at the appropriate factors.

         (c)  Amounts payable under any other plans described in Part III of
              Section 3.01 shall also be used to reduce the Supplemental
              Retirement Benefit payable on Early Retirement.

         Section 3.03. Late Retirement. If a Participant does not retire at his
Normal Retirement Date, he shall be entitled to a Supplemental Retirement
Benefit commencing as of his Late Retirement Date computed as provided in
Section 3.01 of this Plan.

         Section 3.04. Disability. If a Participant becomes eligible for a
Disability Retirement Pension under the Qualified Plan, he shall be entitled to
a monthly amount equal to the difference between (a) and (b) below:

                (a) the monthly amount of the Disability Retirement Pension
         under the Qualified Plan to which the Participant would have been
         entitled under the Qualified Plan if such Disability Retirement Pension
         were computed without giving effect to the limitations on benefits
         imposed by the application of Section 415 or Section 401(a)(17) of the
         Code;

                                      LESS

                (b) the monthly amount of the Normal or Disability Retirement
         Pension actually payable to the Participant under the Qualified Plan or
         any supplemental executive retirement plan or agreement, sponsored or
         entered by the Company or any Related Company; other than a
         supplemental executive retirement plan whose primary purpose is to
         provide benefits in excess of amounts permitted by Code Section
         401(a)(17) or 415 with respect to a Predecessor Plan.

         Section 3.05. Deferred Vested Pension. If Participant becomes eligible
for a Deferred Vested Pension under the Qualified Plan, he shall be entitled to
a monthly amount equal to the difference between (a) and (b) below:

                (a) the monthly amount of the Deferred Vested Pension to which
         the Participant would have been entitled under the Qualified Plan if
         such benefit were computed without giving effect to the limitations on
         benefits imposed by application of Section 415 or Section 401(a)(17) of
         the Code;

                                      LESS

                (b) the monthly amount of the Deferred Vested Pension actually
         payable to the Participant under the Qualified Plan or any supplemental
         executive retirement plan or agreement, sponsored or entered by the
         Company or any Related Company; other than a supplemental executive
         retirement plan whose primary purpose is to provide benefits in excess
         of amounts permitted by Code Section 401(a)(17) or 415 with respect to
         a Predecessor Plan.


         Section 3.06. Form of Benefit. The Supplemental Retirement Benefit
payable to a Participant shall be paid in the form of a straight life annuity
over the lifetime of the Participant only. The Company may, at its discretion,
permit a Participant who is married on the date benefit payments commence to
elect payment in the form of a Qualified Joint and Survivor Pension provided
such request is made at least 60 days prior to commencement of the benefit. Such
election shall be made in a manner provided by the Committee. Except as provided
at Section

                                       6
<PAGE>   7
7.09 of the Plan, the form of benefit described in this Section 3.06
is the only form in which the Supplemental Retirement Benefit is paid.

         Section 3.07. Commencement of Benefit. Payment of the Supplemental
Retirement Benefit to a Participant shall commence on the same date as payment
of the Qualified Plan Retirement Benefit to the Participant commences.


                                   ARTICLE IV

                      Supplemental Surviving Spouse Benefit
                      -------------------------------------

         Section 4.01. Amount. If a Participant dies prior to commencement of
payment of his Qualified Plan Retirement Benefit under circumstances in which a
Preretirement Survivor's Benefit is payable to his Surviving Spouse, then a
Supplemental Surviving Spouse Benefit is payable to his Surviving Spouse as
hereinafter provided. The monthly amount of the Supplemental Surviving Spouse
Benefit payable to a Surviving Spouse shall be equal to the difference between
(a) and (b) below:

                (a) the monthly amount of the Preretirement Survivor's Benefit
         to which the Surviving Spouse would have been entitled under the
         Qualified Plan if such Benefit were computed without giving effect to
         the limitations on benefits imposed by application of Section 415 or
         401(a)(17) of the Code to plans to which that section applies;

                                      LESS

                (b) the monthly amount of the Preretirement Survivor's Benefit
         actually payable to the Surviving Spouse under the Qualified Plan or
         any supplemental executive retirement plan or agreement, sponsored or
         entered by the Company or any Related Company; other than a
         supplemental executive retirement plan whose primary purpose is to
         provide benefits in excess of amounts permitted by Code Section
         401(a)(17) or 415 with respect to a Predecessor Plan.

         Section 4.02. Form and Commencement of Benefit. A Supplemental
Surviving Spouse Benefit shall be payable over the lifetime of the Surviving
Spouse only in monthly installments commencing on the date for commencement of
payment of the Preretirement Survivor's Benefit to the Surviving Spouse under
the Qualified Plan and terminating on the date of the last payment of the
Preretirement Survivor's Benefit made before the Surviving Spouse's death.


                                    ARTICLE V

                                     Vesting
                                     -------

         Section 5.01. Participant Vesting. A Participant credited with five
years of Service under the Qualified Plan shall be fully vested in the Plan.


                                   ARTICLE VI

                           Administration of the Plan
                           --------------------------

         Section 6.01. Administration by the Committee. The Committee shall be
responsible for the general operation and administration of the Plan and for
carrying out the provisions thereof.

         Section 6.02. General Powers of Administration. All provisions set
forth in the Qualified Plan with respect to the administrative powers and duties
of the Company or the Committee, when relevant, shall apply to this Plan. The
Company shall be entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports

                                       7
<PAGE>   8
furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the Plan. The Committee may
delegate its powers and duties to one or more members in the same manner as
permitted by the Qualified Plan.


                                   ARTICLE VII

                                  Miscellaneous
                                  -------------

         Section 7.01. Amendment or Termination. The Company reserves the right
at any time to amend or terminate this Plan.

         Section 7.02. No Contract of Employment. Nothing in the Plan shall be
deemed or construed to impair or affect in any manner whatsoever, the right of
the Employers, in their discretion, to hire Employees and, with or without
cause, to discharge or terminate the service of Employees or Participants.

         Section 7.03. Payment in Event of Incapacity. If any person entitled to
any payment under the Plan shall be physically, mentally or legally incapable of
receiving or acknowledging receipt of such payment, the Committee, upon receipt
of satisfactory evidence of his incapacity and satisfactory evidence that
another person or institution is maintaining him and that no guardian or
committee has been appointed for him, may cause any payment otherwise payable to
him to be made to such person or institution so maintaining him.

         Section 7.04. Funding. The Plan at all times shall be entirely unfunded
and no provision shall at any time be made with respect to segregating any
assets of the Company for payment of any benefits hereunder. No Participant,
Surviving Spouse or any other person shall have any interest in any particular
assets of the Company by reason of the right to receive a benefit under the Plan
and any such Participant, Surviving Spouse or other person shall have only the
rights of a general unsecured creditor of the Company with respect to any rights
under the Plan.

         Section 7.05. General Conditions. Except as otherwise expressly
provided herein, all terms and conditions of the Qualified Plan applicable to a
Qualified Plan Retirement Benefit or a Preretirement Survivor's Benefit shall
also be applicable to a Supplemental Retirement Benefit or a Supplemental
Surviving Spouse Benefit payable hereunder. Any Qualified Plan Retirement
Benefit or Preretirement Survivor's Benefit, or any other benefit payable under
the Qualified Plan, shall be paid solely in accordance with the terms and
conditions of the Qualified Plan and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Qualified Plan. However, nothing in this Section shall modify the requirement,
except as provided in Section 7.09, that all Supplemental Retirement Benefits
provided by this Plan be paid in the form of a straight life annuity.

         Section 7.06. No Guaranty of Benefits. Nothing contained in the Plan
shall constitute a guaranty by the Company or any other entity or person that
the assets of the Company will be sufficient to pay any benefit hereunder.

         Section 7.07. Spendthrift Provision. No interest of any person or
entity in, or right to receive a benefit under, the Plan shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to receive
a benefit be taken, either voluntarily or involuntarily, for the satisfaction of
the debts of, or other obligations or claims against, such person or entity,
including claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.

         Section 7.08. Applicable Law. The Plan shall be construed and
administered under the laws of the State of Ohio.

         Section 7.09. Small Benefits. If the Actuarial Equivalent of any
Supplemental Retirement Benefit or Supplemental Surviving Spouse Benefit is less
than $10,000, the Company may pay the actuarial value of such Benefit to the
Participant or Surviving Spouse in a single lump sum in lieu of any further
benefit payments hereunder.

                                       8
<PAGE>   9
         Section 7.10. Limitations on Liability. Notwithstanding any of the
preceding provisions of the Plan, neither the Company nor any individual acting
as an employee or agent of the Company shall be liable to any Participant,
former Participant, Surviving Spouse or any other person for any claim, loss,
liability or expense incurred in connection with the Plan.

         Section 7.11. Actuarial Equivalent. If any benefit required by this
Plan to be subtracted from the Supplemental Retirement Benefit provided by this
Plan is not payable in the form of a straight life annuity, such benefit's
Actuarial Equivalent in the form of a straight life annuity shall be calculated
using the same methods as used by the Qualified Plan.

         In determining whether a Supplemental Retirement Benefit is less than
$10,000, the Committee shall employ the same actuarial method as used by the
Qualified Plan.

         Section 7.12. Taxes. All benefits payable pursuant to this Plan shall
be reduced by any and all federal, state and local taxes imposed upon the
Participant or the Beneficiary which are required to be paid or withheld by the
Company or a Related Company.

         Section 7.13. Claims Procedure. The Committee shall have complete
authority and discretion regarding benefit determinations. Unless waived by the
Committee, any person entitled to benefits hereunder must file a claim with the
Committee upon forms furnished by the Committee. Notwithstanding any other
provision of this Plan, payment of benefits need not be made until receipt of
the claim and the expiration of the time periods specified in this Section 7.13
for rendering a decision on the claim. In the event a claim is denied, benefits
need not be made or commence until a final decision is reached by the Committee.

The Committee shall notify the claimant of its decision within ninety (90) days
after receipt of the claim. However, if special circumstances require, the
Committee may defer action on a claim for benefits for an additional period not
to exceed ninety (90) days, and in that case it shall notify the claimant of the
special circumstances involved and the time by which it expects to render a
decision.

If the Committee determines that any benefits claimed should be denied, it shall
give notice to the claimant setting forth the specific reason or reasons for the
denial and provide a specific reference to the Plan provisions on which the
denial is based. The Committee shall also describe any additional information
necessary for the Participant to perfect the claim and explain why the
information is necessary. Such claimant shall be entitled to full and fair
review by the Committee of the denial. The claimant shall have sixty (60) days
after receipt of the denial in which to file a notice of appeal with the
Committee. A final determination by the Committee shall be rendered within sixty
(60) days after receipt of the claimant's notice of appeal. Under special
circumstances such determination may be delayed for an additional period not to
exceed sixty (60) days, in which case the claimant shall be notified of the
delay prior to the close of the initial sixty (60) day period. The Committee's
final decision shall set forth the reasons and the references to the Plan
provisions on which it is based. The Committee shall have discretion in
interpreting the terms of the Plan and in making claim determinations. Final
determinations shall be made by the Committee and such determinations shall be
conclusive and binding on all persons. The Committee shall be deemed to have
properly exercised its authority unless it has abused its discretion hereunder
by acting arbitrarily and capriciously.

         Section 7.14. Gender and Number. The masculine gender shall be deemed
to include the feminine, the feminine gender shall be deemed to include the
masculine, and the singular shall include the plural unless otherwise clearly
required by the context.

         Section 7.15. Headings. The headings and subheadings in this Plan have
been inserted for convenience and reference only and are to be ignored in any
construction of the provisions hereof.

                                       9