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Exhibit 10(g)


                  THE LESCO, INC. 2000 STOCK INCENTIVE PLAN

SECTION 1.  PURPOSE.

      The purpose of the LESCO, Inc. 2000 Stock Incentive Plan ("Plan") is to
aid LESCO, Inc. (collectively with its subsidiaries, unless the context
otherwise requires, the "Company") in attracting and retaining selected
individuals by providing them with a long-term incentive to exert their efforts
toward the achievement of increased growth and profitability in the operations
of the Company, and further, to align their interests with those of the
shareholders.

SECTION 2.  DEFINITIONS.

      As used in the Plan, the following terms have the meanings set forth
      below:

"Award" means any Option, Stock Appreciation Right, Performance Share Award,
      Restricted Stock Award, or Stock Award granted pursuant to the provisions
      of the Plan.

"Award Agreement" means a written agreement evidencing any Award granted
      pursuant to the Plan.

"Board" means the Board of Directors of the Company.

"Change in Control" has the meaning provided in Section 11.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means a committee composed of persons who qualify as both
      "Non-Employee Directors" (within the meaning of Rule 16b-3(b)(3)
      promulgated by the Securities and Exchange Commission under the Exchange
      Act, or any successor rule or statute) and "Outside Directors" (within the
      meaning of Section 162(m) of the Code, or any successor rule or statute).

"Company" has the meaning provided in Section 1.

"Director" means a member of the Board.

"Employee" means any employee of the Company or of any Subsidiary.

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

"Fair Market Value" means (i) the mean between the highest and lowest selling
      prices reported by the consolidated stock exchange network for the Shares
      on the Grant Date, (ii) if there are no sales of Shares reported by the
      consolidated stock exchange network on the Grant Date, the mean between
      the highest and lowest reported selling prices on the consolidated stock
      exchange network on the nearest trading date before such date and on which
      there were such sales. If the Shares are not traded on a national
      securities exchange and high and low selling prices are reported on
      NASDAQ, then the term "Fair Market Value" means (i) the mean between
      highest and lowest selling prices reported on NASDAQ on the Grant Date; or
      (ii) if there are no sales of Shares reported by NASDAQ for such date, the
      mean between the highest and lowest reported selling prices on NASDAQ on
      the nearest trading date before such date on which there were such sales.
      If the Shares are not traded on a national securities exchange or
      otherwise in a manner resulting in reporting of high and low selling
      prices on NASDAQ, the term "Fair Market Value" means the mean between the
      bid and asked prices of the Shares as reported by such sources as
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      will be, in the judgment of the Committee, appropriate evidence of such
      prices, as of the close of business on the Grant Date or if there are no
      sales on such date on the nearest trading date before such date on which
      there were such sales. If there is no trading in the Shares at any time
      then the term "Fair Market Value" means the value per Share as determined
      by the Committee upon consideration of such financial, market, or other
      relevant data as the Committee may deem necessary and appropriate.

"Grant Date" means the date on which the Board approves the grant of an Option,
      Stock Appreciation Right, Performance Share Award, Restricted Stock Award
      or Stock Award.

"Incentive Stock Option" means an Option that meets the requirements of Section
      422 of the Code or any successor provision thereto and any related
      treasury regulation.

"Non-Statutory Stock Option" means an Option that is not an Incentive Stock
      Option.

"Option" means an option to purchase Shares granted hereunder.

"Option Price" means the purchase price of each Share under an Option.

"Participant" means an Employee or a Director who is selected by the Committee
      to receive an Award under the Plan.

"Plan" means The LESCO 2000 Stock Incentive Plan.

"Restricted Stock Award" means an award of Shares under Section 8 hereof which
      is subject to restrictions on transfer.

"Restriction Period" means the period of time specified in an Award Agreement
      during which any of the following conditions remain in effect: (i) certain
      restrictions on the sale or other disposition of Shares awarded under the
      Plan, (ii) subject to the terms of the applicable Award Agreement, the
      continued employment of the Participant, and (iii) such other conditions
      as may be set forth in the applicable Award Agreement.

"Stock" or "Shares" means the Company's common shares, without par value.

"SAR" or "Stock Appreciation Right" means the right to receive a payment in cash
      or in Shares, or in any combination thereof, from the Company equal to the
      excess of the Fair Market Value of a stated number of Shares at the
      exercise date over a fixed price for those Shares.

"Stock Award" means the grant of unrestricted Shares under the Plan.

"Subsidiary" means a corporation, which is at least 80% owned, directly or
      indirectly, by the Company.

"Ten  Percent Shareholder" means an Employee who owns Shares possessing more
      than 10 percent of the total combined voting power of all classes of
      equity of the Company or of any of its Subsidiaries (a "Ten Percent
      Shareholder"). For purposes of determining whether an Employee is a Ten
      Percent Shareholder, the attribution rules under Code Section 425(d) will
      apply.

"Voting Stock" means the then-outstanding securities of the Company entitled to
      vote generally in the election of directors of the Company.

SECTION 3.  ADMINISTRATION.


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      The Plan will be administered by the Committee appointed by the Board. Up
to two other appointed Directors may serve as alternative members of the
Committee. Members and alternate members serve at the pleasure of the Board. A
vacancy on the Committee may be filled temporarily by one of the alternative
members until the vacancy is filled by the appointment of a successor member by
the Board.

      Members of the Committee may participate in the Plan; however, an Award
granted to a member of the Committee must be approved by the full Board.

      Subject to the express provisions of this Plan, the Committee will
administer this Plan according to its purpose. The Committee has conclusive
authority to designate Employees and Directors to be Participants for Awards,
and determine the type and number of Awards, and be responsible for the
interpretation and construction of all provisions of this Plan consistent with
law and may establish, amend and rescind general and special rules and
regulations consistent therewith for administration of the Plan; it has the
authority to construe and interpret, as well as prescribe the terms and
provisions of all Award Agreements entered into hereunder and make all other
determinations deemed necessary or advisable for the administration of this
Plan, and has such other authority as the Board may from time to time deem
necessary or desirable.

SECTION 4.  SHARES SUBJECT TO THE PLAN.

      (a) Subject to adjustment as provided in the Plan, the total number of
Shares available under the Plan is 1,000,000 Shares. Settlement of an Award,
whether by the issuance of Shares or the payment of cash, will not be deemed to
be the grant of an Award hereunder. In addition, any Shares issued by the
Company through the assumption or substitution of outstanding grants from an
acquired company will not reduce the Shares available for grants under the Plan.
Any Shares issued hereunder may consist, in whole or in part, of authorized and
unissued Shares or treasury Shares. If any Shares subject to any Award granted
hereunder are forfeited, cancelled, or if an Award terminates, expires or is
satisfied in whole or in part without the issuance of Shares, the Shares subject
to that Award, to the extent of any such forfeiture, cancellation, termination,
expiration or satisfaction, will again be available for grant under the Plan.

      (b) The number of Shares which remain available for grant pursuant to this
Plan, together with Shares subject to outstanding Awards, at the time of any
change in the capitalization of the Company, including stock splits, stock
dividends, mergers, reorganizations, consolidations, recapitalizations, or other
changes in corporate structure, and occurring after the adoption of this Plan,
will be appropriately and proportionately adjusted to reflect such change in
capitalization.

      (c) The total number of Shares subject to any Awards granted to a
Participant during any five-year period cannot exceed 500,000.

      (d) The total number of Shares subject to Restricted Stock Awards or
Performance Share Awards granted under the Plan cannot exceed 250,000.

      (e) The Committee will maintain records showing the cumulative total of
all Shares awarded under this Plan.

SECTION 5.  ELIGIBILITY.

      Any Employee or officer (who also may be a Director) of the Company will
be eligible to be selected as a Participant who, in the judgment of the
Committee, occupies a position in which his or her


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efforts contribute to the profits or growth of the Company or any of its
Subsidiary corporations. In addition, and without limiting the foregoing, a
Nonqualified Stock Option, Stock Award, Restricted Stock Award, SARs or
Performance Share Award may be granted to a Director who is not an Employee or
officer of the Company.

SECTION 6.  GRANTS OF STOCK OPTIONS.

      Non-Statutory Stock Options and Incentive Stock Options may be granted
hereunder, to Participants either separately or in conjunction with other Awards
granted under the Plan. Any Option granted to a Participant under the Plan will
be evidenced by an Award Agreement in such form as the Committee may from time
to time approve, which will be duly executed by and on behalf of the Company and
delivered to the Participant. Options will be subject to the following terms and
conditions and to any additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee deems appropriate.

      (a) Option Price. The purchase price per Share under an Option will be the
Fair Market Value on the Grant Date of the Option. Payment of the Option Price
may be made in cash, Shares, or a combination of cash and Shares, as provided in
the Award Agreement relating thereto. Notwithstanding the foregoing, if at the
time an Incentive Stock Option is granted to a Ten Percent Shareholder, then the
Option Price per Share for such Ten Percent Shareholder will be no less than
and, in the discretion of the Committee, will be equal to or greater than 110
percent of the Fair Market Value.

      (b) Option Period. The term of each Option will be fixed by the Committee
in its sole discretion; provided that no Incentive Stock Option will be
exercisable after the expiration of ten years from the Grant Date (five years,
in the case of a Participant who is a Ten Percent Shareholder). In addition, an
Incentive or Nonqualified Stock Option granted under this Plan will be
considered terminated, in whole or in part, to the extent that, in accordance
with Section 6 it can no longer be exercised for Shares originally subject to
such Option.

      (c)  Exercise of Options and Surrender of SARs.

            (1) By a Participant During Continuous Service or Employment.
Options will be exercised or SARs surrendered (which are governed by Section 7
of the Plan) only if at all times during the period beginning on the Award Date
on which such Option or SAR was granted and ending on the day three months
before the date of exercise (or surrender) (but in no event later than the end
of the fixed term of such Option or SAR), the Participant was a Director of the
Company or an Employee of (a) the Company; (b) a Subsidiary; or (c) a
corporation (or its parent or subsidiary) issuing or assuming a Stock Option in
a transaction (i) to which Code Section 424(a) applies, and (ii) to which the
Company (or its Subsidiary) is also a party. In the case of a Participant who is
disabled (within the meaning of Section 150(d)(4) of the Code) the three-month
period set forth in the preceding sentence will be extended to one year. Such
Options may be exercised, or in the case of SARs surrendered, only as to the
number of Shares for which it could have been exercised, or as to the amount of
SARs which may be surrendered, on the date the Employee or former Employee
ceased employment or the Director ceased serving on the Board (other than by
reason of death) or for such greater number of Shares subject to such Option, or
as to the greater amount of SARs which may be surrendered, as to which the
Committee may authorize an acceleration of vesting for such Option or SARs.

            (2) In Case of Death. If a Participant who was awarded an Option or
SAR dies, and at the time of Participant's death he or she was entitled to
exercise any such Option or surrender any SAR granted under this Plan, such
Option may be exercised or SAR surrendered within twelve months after the death
of the Participant (but not later than the end of the fixed term of such Option
or SAR) by his or her


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estate, or by a person who acquired the right to exercise such Option or
surrender such SAR by bequest or inheritance. Such Option may be exercised only
as to the number of Shares for which it could have been exercised or for the
amount of the Company's obligation for which an SAR could be surrendered at the
date of death of the Participant or for such greater number of Shares subject to
such Option or for the amount of the Company's obligation for which an SAR could
be surrendered as to which the Committee may authorize an acceleration of time
under such Option or SAR.

            (3) Purchase of Options Following Death. Following the death of a
Participant who at the time of his or her death was entitled to exercise any
Option granted under this Plan, the Company may, at its election, upon the
request of the holder of such Option (the estate or legal representative or heir
of the deceased Participant, as the case may be), at any time prior to its
exercise or termination, purchase such Option at an aggregate price equal to the
excess of the Fair Market Value on the date of such request, over the Option
Price, multiplied by the number of Shares as to which such Option was then
subject to exercise.

      (d) Incentive Stock Options. The aggregate Fair Market Value of the Shares
(determined as of the time the Award is granted) with respect to which Incentive
Stock Options held by any Participant which are exercisable for the first time
by such Participant during any calendar year under the Plan (and under any other
benefit plans of the Company, or Subsidiary) will not exceed $100,000 or, if
different, the maximum limitation in effect at the Grant Date under Section 422
of the Code, or any successor provision, and any regulations promulgated
thereunder. The terms of any Incentive Stock Option granted hereunder will
comply in all respects with the provisions of Section 422 of the Code, or any
applicable successor provision, and any regulations promulgated thereunder.

      (e) Method of Exercise of Options. Each Option awarded under this Plan
will be deemed exercised when the holder thereof will indicate the decision to
do so in a writing delivered to the Company, and will at the same time tender to
the Company payment for the Shares as to which such Option is exercised, and
will comply with such other reasonable requirements as the Committee may
establish pursuant to Section 3 of this Plan, but this provision does not
preclude exercise of any such Option by any other proper legal method
specifically approved by the Committee.

      Payment of the Option Price for Shares as to which any Option is exercised
must be made (i) in cash, (ii) by delivery of Shares, (iii) by delivery of a
promissory note payable to the Company, or (iv) any combination of the above,
such that the sum of the amount of cash, the Fair Market Value of Shares, or the
principal amount of the promissory note (or the combination thereof) equals the
Option Price. A promissory note of the Participant must be in such form and
include such terms and conditions as is specifically approved by the Committee.
The Participant must pledge his or her beneficial interest in the Shares being
purchased as additional security for payment of the promissory note. Election to
pay the Option Price in any form other than all cash is subject to approval by
the Committee.

      No person, estate or other entity will have any of the rights of a
Shareholder with reference to Shares subject to an Option until a certificate or
certificates for those Shares have been delivered.

      An Option granted under this Plan may be exercised as to any lesser number
of Shares than the full amount for which it could be exercised. A partial
exercise of an Option will not affect the right to exercise such Option from
time to time in accordance with this Plan as to the remaining Shares subject to
such Option.

      To the extent that an Option does not qualify as an Incentive Stock
Option, it will be treated as a Nonqualified Stock Option and will be governed
by the pertinent terms and conditions of this Plan.


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      (f) Reload. If a Participant exercises an Option and pays some or all of
the Option Price with Shares (as permitted under (e) above) or surrenders Shares
to satisfy tax withholding obligations, such Participant will be granted a
reload Option to purchase the number of Shares equal to the number of Shares
used as payment of the Option Price or the tax withholding obligation, such
reload Option to be granted at the time and subject to the limitation described
below. A reload Option will only be granted if the Fair Market Value of the
Shares on the date of exercise is equal to or greater than 120% of the Option
Price of the Option exercised. The Grant Date for the reload Option will be the
date on which the original Option is exercised. Options granted to Participants
pursuant to this Section (f) will have the terms and conditions described in
this Section. Options granted pursuant to this Section (f) will be of the same
character (i.e., Non-Statutory Stock Options or Incentive Stock Options) as the
Option that is exercised to give rise to the grant of the reload Option, but if
an Incentive Stock Option otherwise required to be granted hereunder cannot be
granted under this Section (f) in compliance with Section 422 of the Code, then
a Non-Statutory Stock Option will be granted in lieu thereof. Options will be
granted pursuant to this Section (f) only to the extent that the number of
Shares covered by such Option grants does not, when added to the number of
Shares covered by Awards previously granted during such calendar year, exceed
the limitation set forth in Section 4(c).

SECTION 7.  STOCK APPRECIATION RIGHTS.

      SARs may be granted hereunder to Participants either separately, or in
tandem ("Tandem SARs") with other Awards granted under the Plan and may, but
need not, relate to a specific Option granted under Section 6. The provisions of
SARs need not be the same with respect to each Participant. Any SARs related to
a Non-Statutory Stock Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such Option.
Any SAR related to an Incentive Stock Option must be granted at the same time
such Option is granted. Any SAR related to an Option will be exercisable only to
the extent the related Option is exercisable. In the case of any SAR related to
any Option, the SAR or applicable portion thereof will terminate and no longer
be exercisable upon the termination or exercise of the related Option.
Similarly, upon exercise of a SAR as to some or all of the Shares covered by a
related Option, the related Option will be canceled automatically to the extent
of the SAR exercised, and such Shares will not thereafter be eligible for grant
under Section 6. The Committee may impose such conditions or restrictions on the
exercise of any SAR as it deems appropriate.

      Tandem SARs will be exercisable only at such time or times and to the
extent that the Stock Options to which they relate are exercisable, and SARs
granted separately will be exercisable as the Committee may determine.

      The Committee may also grant "Limited" SARs that become exercisable only
in the event of a Change in Control (as herein defined), subject to such terms
and conditions as the Committee may specify at grant. Such Limited SARs must be
settled solely in cash. The Committee may also provide that, in the event of a
Change in Control, the amount to be paid upon the exercise of a SAR or Limited
SAR will be based on the price applicable to the Change in Control (as herein
defined), subject to such terms and conditions as the Committee may specify at
grant.

SECTION 8.  RESTRICTED STOCK AWARDS.

      (a) Issuance. Restricted Stock Awards may be issued hereunder to
Participants, either separately or in conjunction with other Awards granted
under the Plan. Each Award under this Section will be evidenced by an Award
Agreement between the Participant and the Company which will specify the vesting
schedule, any rights of acceleration and such other terms and conditions as the
Board determines, which need not be the same with respect to each Participant.


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      (b) Registration. Shares issued under this Section will be evidenced by
issuance of a stock certificate or certificates registered in the name of the
Participant bearing the following legend and any other legend required by, or
deemed appropriate under, any federal or state securities laws:

      The sale or other transfer of the Common Shares represented by this
      certificate is subject to certain restrictions set forth in the Award
      Agreement between ___________________ (the registered owner) and LESCO,
      Inc. dated ______________ under the LESCO, Inc. 2000 Stock Incentive Plan.
      A copy of the Plan and Award Agreement may be obtained from the Secretary
      of LESCO, Inc.

      Unless otherwise provided in the Award Agreement between the Participant
and the Company, such certificates will be retained by the Company until the
expiration of the Restriction Period. Upon the expiration of the Restriction
Period, the Company will (i) cause the removal of the legend from the
certificates for such Shares as to which a Participant is entitled in accordance
with the Award Agreement and (ii) release such Shares to the custody of the
Participant.

      (c) Forfeiture. Except as otherwise determined by the Committee at the
Grant Date, upon termination of employment of the Participant for any reason
during the Restriction Period, all Shares subject to restriction will be
forfeited by the Participant and retained by the Company; provided that in the
event of a Participant's retirement, permanent disability, death, or in cases of
special circumstances, the Committee may, in its sole discretion, waive in whole
or in part any or all remaining restrictions with respect to such Participant's
Shares. In such case, unrestricted Shares will be issued to the Participant at
such time as the Committee determines.

      (d) Rights as Shareholders. At all times during the Restriction Period,
Participants will be entitled to full voting rights with respect to all Shares
Awarded under this Section and will be entitled to dividends with respect to
such Shares payable, at the sole discretion of the Committee, in cash or
additional Shares subject to the same Restriction Period.

SECTION 9.  STOCK AWARDS.

      Awards of Shares may be granted hereunder to Participants, either
separately or in conjunction with other Awards granted under the Plan. Subject
to the provisions of the Plan, the Committee will have sole and complete
authority to determine (i) the Participants to whom such Awards will be granted,
(ii) the time or times at which such Awards will be granted, (iii) the number of
Shares to be granted pursuant to such Awards, and (iv) all other conditions of
the Awards. The provisions of Stock Awards need not be the same with respect to
each Participant.

SECTION 10.  PERFORMANCE SHARE AWARDS.

      (a) At the discretion of the Committee, Performance Share Awards may be
granted under this Plan to a Participant, which Performance Share Award will be
credited to a Performance Share Account to be maintained for such Participant.
The value of each Performance Share Award at the time of its grant will be zero.
The amount of said value with respect to each Performance Share Award will, at
the end of each fiscal year of the Company, be increased or decreased (but in no
event below zero) by an amount equal to the increase or decrease in the Fair
Market Value of one Share of the Company. The amount of the Performance Share
Account for a Participant will be further increased or decreased (as
appropriate) in the manner provided above for the period from the fiscal year
end immediately preceding the close of business on the last day of the period
which determines the Participant's right to receive such payment or if that day
is not a business day then until the close of business on the last business day
immediately preceding that date. So long as this Plan remains in effect, the
Company will credit to each Participant's


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account in the Performance Share Account throughout the term of his or her
employment with the Company, amounts equal to dividends payable in cash or
property paid from time to time on issued and outstanding Shares equal to the
number of Performance Share Awards in his or her account, so that the amount of
each such credit will be equivalent to dividends which the Participant would
have received had he been the owner of the number of Shares equal to the number
of Performance Share Awards in his or her account. No such credit will be made
with respect to any dividend paid after an Employee's termination of employment
or a Director's termination of service to the Board or after any date of
termination of this Plan, even though the record date is prior thereto.

      (b) If any Performance Share Award under the Plan will be forfeited or
cancelled, such Performance Share Award may again be awarded under the Plan. The
award of a Performance Share Award under the Plan will not entitle the recipient
to any voting rights or any other rights of a shareholder with respect to such
Performance Share Award.

      (c) A Participant will have no right to receive payment for any part of
his or her Performance Share Award and all of his or her Performance Share Award
will be forfeited unless he remains in the employment of the Company or in
service to the Board at all times from the date of grant of the subject
Performance Share Award through (a) the last day of the period specified by the
Committee at the time of grant of the Performance Share Award, (b) his or her
normal retirement date, (c) death or (d) the date he becomes disabled, whichever
may come earlier. The Committee may include any and all such additional terms
regarding the forfeiture of Performance Share Awards at the time of grant of
such Shares. The exact installment terms or other terms regarding the forfeiture
of Performance Share Awards granted by the Committee will be set forth in a
written Performance Share Agreement, in such form consistent with the terms of
the Plan as the Committee will determine, which will have been duly executed by
or on behalf of the Company and delivered to the Participant. The Committee may,
if in its opinion circumstances warrant such action, approve payment of any or
all of the Performance Share Awards which would otherwise be forfeited as a
result of a Participant failing to remain in the employment of the Company or in
service to the Board for the specified period.

      (d) If an Employee's employment or Director's service terminates as a
result of death, payment of the amount in the Participant's Performance Share
Account will be made as promptly as practicable at a valuation for such account
determined as of the close of business on the date of death, or if that is not a
business day, as of the close of business on the last business day preceding
that date.

      (e) Payment of the amount in a Participant's Performance Share Account
will be made as soon as practicable after the end of the period which determines
the Participant's rights to receive such payment provided, however, that prior
to the grant of any Award a Participant may elect that payment with respect to
his or her Performance Share Account should be deferred until termination of
employment or service as a Director and that such payment should be made in a
specified number of installments. Payments will be made to the holder of
Performance Share Awards in cash, in Shares, or a combination thereof as the
Committee will provide in its sole discretion. No fractional Shares will be
issued in payment for Performance Share Awards, and the amount of any such
fractional Shares will be paid in cash.

      (f) A Participant will be "disabled" within the meaning of Section
105(d)(4) of the Code. All determinations as to the date and extent of
disability of any Participant within the meaning of that Code Section will be
made by the Committee, upon the basis of such evidence as the Committee deems
necessary and advisable.

      (g) In addition to cancellation by forfeiture as a result of failure to
complete the requisite period of employment, the Committee may cancel
Performance Share Awards with the written consent of a Participant holding such
Performance Share Award granted to him under the Plan. If Performance Share


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Awards are so cancelled, such Performance Share Awards will be available for
further grant in accordance with the Plan.

      (h) Only the number of Shares delivered upon the payment for Performance
Share Awards will be charged against the maximum number of Shares which may be
delivered under this Plan, as set forth in Section 4 of the Plan.

SECTION 11.  CHANGE IN CONTROL.

      Notwithstanding the provisions of Section 6, Options will become
exercisable with respect to 100% of the Shares upon the occurrence of any Change
in Control (as hereinafter defined) of the Company.

      Notwithstanding the provisions of Section 8 and the applicable Award
Agreement, any Restricted Shares will be 100% vested and without any
restrictions upon the occurrence of any Change in Control of the Company.

      For all purposes of the Plan, a "Change in Control" will have occurred if
any of the following events occurs:

      (a) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and immediately after such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders of
Voting Stock of the Company immediately prior to such transaction;

      (b) The Company sells all or substantially all of its assets to any other
corporation or other legal person, and less than a majority of the combined
voting power of the then-outstanding securities of such corporation or person
immediately after such sale are held in the aggregate by the holders of Voting
Stock of the Company immediately prior to such sale;

      (c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14 (d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13(d)(3)
or any successor rule or regulation promulgated under the Exchange Act) of
securities representing 20% or more of the Voting Stock.

      (d) The Company files a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form or report or item therein)
that a Change in Control of the Company has or may have occurred or will or may
occur in the future pursuant to any then-existing contract or transaction; or

      (e) If during any period of two consecutive years, individuals who at the
beginning of any such period constitute the Directors of the Company cease for
any reason to constitute at least a majority thereof, provided, however, that
for purposes of this Section, each Director who is first elected, or first
nominated for election by the Company's Stockholders, by a vote of at least
two-thirds of the Directors of the Company or a committee thereof then still in
office who were Directors of the Company at the beginning of any such period
will be deemed to have been a Director of the Company at the beginning of such
period.


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      Notwithstanding the foregoing provisions of Section (c) or (d) hereof,
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" will not be deemed to have occurred for purposes of the Plan
solely because (i) the Company, (ii) an entity in which the Company directly or
indirectly beneficially owns 50% or more of the voting securities, or (iii) any
employee stock ownership plan or any other employee benefit plan sponsored by
the Company, either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report of item therein) under
the Exchange Act, disclosing beneficial ownership by it of Shares, whether in
excess of 20% or otherwise, or because the Company reports that a Change in
Control of the Company has or may have occurred or will or may occur in the
future by reason of such beneficial ownership.

SECTION 12.  ADJUSTMENT UPON CHANGE OF SHARES.

      In the event of a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of stock, stock split, stock dividend,
rights offering or other event affecting Shares of the Company (other than a
sale of additional Shares by the Company), the number and class of Shares,
subject to outstanding Awards to be granted to Participants pursuant to this
Plan and any Shares subject to Awards to be granted to Participants, or for
which SARs may be surrendered or payment made for Performance Share Awards
previously granted, and the price per share payable upon exercise of such
Options or surrender of such SARs or payment for such Performance Share Awards
will be equitably adjusted by the Committee, in accordance with any appropriate
rules and regulations of the Commissioner of Internal Revenue or other
regulatory body, to the extent applicable, as the Committee will deem
appropriate to reflect such change, provided, however, that the number of Shares
will always be a whole number, and the purchase price per Share of any
outstanding Options will, in the case of an increase in the number of Shares, be
proportionately increased.

SECTION 13.  AMENDMENTS AND TERMINATION OF PLAN.

      The Board may, at any time, amend, alter or terminate the Plan, but no
amendment, alteration, or termination will be made that would impair the rights
of a Participant under an Award theretofore granted, without the Participant's
consent, or that without the approval of the shareholders would:

      (a) except as is provided in Section 4(b) and 13(c) of the Plan, increase
the total number of Shares which may be issued under the Plan;

      (b) change the class of Employees eligible to participate in the Plan;
or

      (c) materially increase the benefits accruing to Participants under the
Plan; so long as such approval is required by law or regulation.

      The Committee may amend the terms of any Award heretofore granted,
prospectively or retroactively, but no such amendment may (i) impair the rights
of any Participant without his or her consent, or (ii) reprice, replace, or
regrant through cancellation an Option, or lower the exercise price of a
previously granted Option without the approval of shareholders.

SECTION 14.  GENERAL PROVISIONS.

      (a) No Option, Stock Appreciation Right, Performance Share Award, or
Restricted Stock Award will be assignable or transferable by a Participant
otherwise than by will or the laws of descent and distribution, and Options and
Stock Appreciation Rights may be exercised during the Participant's


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lifetime only by the Participant or, if permissible under applicable law, by the
guardian or legal representative of the Participant.

      (b) No Participant will have any claim to be granted any Award under the
Plan and there is no obligation of uniformity of treatment of Participants under
the Plan.

      (c) The prospective recipient of any Award under the Plan will not, with
respect to such Award, be deemed to have become a Participant, or to have any
rights with respect to such Award, until and unless such recipient will have
executed an Award Agreement, and otherwise complied with the then applicable
terms and conditions.

      (d) All certificates for Shares delivered under the Plan pursuant to any
Award will be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      (e) No Option will be exercisable, nor SAR surrendered, nor payment for
Performance Share Award made and no Shares will be delivered under this Plan
except in compliance with all applicable Federal and state laws and regulations
including, without limitation, compliance with applicable securities laws and
withholding tax requirements, if any, and with the rules of all domestic stock
exchanges on which the Company's Stock may be listed. Any stock certificates
issued to evidence Shares as to which an Option is exercised, or Stock Award is
made, or SAR surrendered or payment made for a Performance Share Award may bear
such legends and statements as the Committee will deem advisable to assure
compliance with Federal and state laws and regulations. No Option will be
exercisable or SAR surrendered, or payment made for a Performance Share Award
and no Shares will be delivered under this Plan, until the Company has obtained
such consent or approval from regulatory bodies, Federal or state, having
jurisdiction over such matters as the Committee may deem advisable.

      (f) In the case of the exercise of an Option, a Stock Award, surrender of
an SAR or payment for a Performance Share Award by a person or estate acquiring
the right to exercise such Option or surrender such SAR or receive payment for
such Performance Share Award by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of such Option, SAR, Stock
Award, or Performance Share Award and may require such consents and releases of
taxing authorities as the Committee may deem advisable.

      (g) Except as otherwise required in any applicable Award Agreement or by
the terms of the Plan, Participants will not be required, under the Plan, to
make any payment other than the rendering of services.

      (h) The Company will be authorized to withhold from any payment under the
Plan, whether such payment is in Shares or cash, all withholding taxes due in
respect of such payment hereunder and to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

      (i) Nothing contained in this Plan will prevent the Board from adopting
other or additional compensation arrangements, subject to shareholders approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.


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      (j) Nothing in the Plan will interfere with or limit in any way the right
of the Company or any Subsidiary to terminate any Participant's employment at
any time, nor will the Plan confer upon any Participant any right to continued
employment with the Company or any Subsidiary.

      (k) The Plan will be applied and construed in accordance with and governed
by the laws of the State of Ohio.

SECTION 15.  EFFECTIVE DATE AND TERM OF PLAN.

      This Plan will become effective only if approved by the holders of a
majority of the Company's common shares outstanding and entitled to vote at the
annual meeting of shareholders to be held May 24, 2000, or any adjournment
thereof.



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