<PAGE>

                                                                    Exhibit 10.4

         Sky Financial Group, Inc. Employee Stock Ownership Pension Plan
         ---------------------------------------------------------------
               (As Amended and Restated Effective January 1, 2001)
<PAGE>

                                 Execution Page
                                 --------------

     In Witness Whereof, on behalf of Sky Financial Group, Inc., the undersigned
officer has executed this amendment and restatement of the Sky Financial Group,
Inc. Employee Stock Ownership Pension Plan, effective as of January 1, 2001.

     Dated this      day of              2001.
                ----        ------------

                                                   Sky Financial Group, Inc.


                                                   By:
                                                      --------------------------
                                                      Its:
                                                          ----------------------
<PAGE>

         Sky Financial Group, Inc. Employee Stock Ownership Pension Plan
         ---------------------------------------------------------------
               (As Amended and Restated Effective January 1, 2001)

                                Table of Contents
                                -----------------

<TABLE>
<S>                                                                                                              <C>
ARTICLE I           DEFINITIONS...................................................................................2

   1.01      Account(s)...........................................................................................2
   1.02      Acquired Employer....................................................................................2
   1.03      Annual Compensation..................................................................................2
   1.04      Annuity Starting Date................................................................................3
   1.05      Applicable Period....................................................................................3
   1.06      Break in Service.....................................................................................3
   1.07      Change in Control....................................................................................3
   1.08      Code.................................................................................................4
   1.09      Company..............................................................................................4
   1.10      Company Stock........................................................................................4
   1.11      Company Stock(MPP)...................................................................................4
   1.12      Company Stock (SB)...................................................................................4
   1.13      Disability...........................................................................................4
   1.14      Employee.............................................................................................4
   1.15      Employer.............................................................................................5
   1.16      Entry Date...........................................................................................5
   1.17      ERISA................................................................................................5
   1.18      ESOP.................................................................................................5
   1.19      Hour of Service......................................................................................5
   1.20      Named Fiduciary......................................................................................6
   1.21      Normal Retirement Age................................................................................6
   1.22      Normal Retirement Date...............................................................................6
   1.23      Other Investment Account (MPP).......................................................................6
   1.24      Other Investment Account (SB)........................................................................6
   1.25      Participant..........................................................................................6
   1.26      Plan.................................................................................................6
   1.27      Plan Administrator...................................................................................7
   1.28      Plan Year............................................................................................7
   1.29      Qualified Election...................................................................................7
   1.30      Qualified Joint and Survivor Annuity.................................................................7
   1.31      Qualified Pre-Retirement Survivor Annuity............................................................7
   1.32      Qualifying Employer Securities.......................................................................7
   1.33      Related Entity.......................................................................................7
   1.34      Trust................................................................................................7
   1.35      Trustee..............................................................................................7
   1.36      Trust Fund...........................................................................................7
   1.37      Valuation Date.......................................................................................7
   1.38      Year of Service......................................................................................8
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE II          ELIGIBILITY...................................................................................9

   2.01      Eligibility..........................................................................................9
   2.02      Eligibility Upon Re-employment.......................................................................9
   2.03      Participation Upon Change of Job Status..............................................................9

ARTICLE III         CONTRIBUTIONS................................................................................10

   3.01      Employer Contributions..............................................................................10
   3.02      Special Rules Relating to Veterans Re-employment Rights Under USERRA................................10
   3.03      Transfer of ESOP Accounts from Sky 401(k) Plan Effective June 30, 1999..............................11
   3.04      Transfer of Frozen Plan Accounts from Sky 401(k) Plan Effective
             September 30, 1999..................................................................................11
   3.05      Merger of Certain First Western Plan Accounts Effective June 30, 2000...............................11
   3.06      Merger of Certain Citizens Bancshares, Inc. Employee Stock Ownership Plan
             Accounts Effective December31, 2001.................................................................12

ARTICLE IV          ALLOCATIONS..................................................................................13

   4.01      Participant Accounts................................................................................13
   4.02      Allocation of Employer Contributions................................................................13
   4.03      Allocation of Investment Gain or Loss...............................................................13
   4.04      Allocation of Cash Dividends........................................................................13
   4.05      Annual Report to Participants.......................................................................13

ARTICLE V           BENEFITS TO PARTICIPANTS.....................................................................14

   5.01      Upon Retirement or Disability.......................................................................14
   5.02      Upon Death..........................................................................................14
   5.03      Nonforfeitable Interest Upon Termination of Employment..............................................14
   5.04      October 2, 1998 Change in Control...................................................................15
   5.05      Forfeiture Upon Termination of Employment...........................................................15
   5.06      Change in Control...................................................................................16

ARTICLE VI          DISTRIBUTIONS................................................................................17

   6.01      Commencement of Benefits............................................................................17
   6.02      Payment of Benefits.................................................................................17
   6.03      Optional Forms of Benefit...........................................................................17
   6.04      Definitions.........................................................................................18
   6.05      Mandatory Commencement of Benefits..................................................................20
   6.06      Distributions After Death of a Participant..........................................................21
   6.07      Special ESOP Distribution Requirements..............................................................21
   6.08      Right to Have Accounts Transferred..................................................................22
   6.09      In-Service Distributions for Certain Participants...................................................23
   6.09      Repayment of Loans for Certain Participants.........................................................24
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE VII         LIMITATION ON CONTRIBUTIONS AND BENEFITS.....................................................25

   7.01      Definitions.........................................................................................25
   7.02      Limitation on Annual Additions......................................................................25
   7.03      Limitation of Benefits Under All Plans..............................................................26

ARTICLE VIII        TRUST FUND...................................................................................27

   8.01      Cash Dividend Option................................................................................27
   8.02      Participants' Right to Vote Company Stock...........................................................27
   8.03      Diversification of Employer Securities Investments..................................................27

ARTICLE IX          AMENDMENT OR TERMINATION.....................................................................29

   9.01      Amendment...........................................................................................29
   9.02      Plan Termination or Discontinuance of Contributions.................................................29
   9.03      Merger, Consolidation or Transfer of Assets.........................................................29

ARTICLE X           ADMINISTRATION...............................................................................30

   10.01     Plan Administrator's Powers and Duties..............................................................30
   10.02     Records and Reports.................................................................................30
   10.03     Payment of Expenses.................................................................................30
   10.04     Claims Procedure....................................................................................30
   10.05     Indemnification.....................................................................................31

ARTICLE XI          PARTICIPATING EMPLOYERS......................................................................32

   11.01     Commencement........................................................................................32
   11.02     Termination.........................................................................................32
   11.03     Single Plan.........................................................................................32
   11.04     Delegation of Authority.............................................................................32
   11.05     Disposition of Assets or Subsidiary.................................................................32

ARTICLE XII         MISCELLANEOUS................................................................................33

   12.01     Participant's Rights................................................................................33
   12.02     Assignment or Alienation of Benefits................................................................33
   12.03     Reversion of Funds to Employer......................................................................34
   12.04     Action by Company...................................................................................35
   12.05     Allocation of Responsibilities......................................................................35
   12.06     Construction of Plan................................................................................35
   12.07     Gender and Number...................................................................................35
   12.08     Headings............................................................................................35
   12.09     Voting Company Stock................................................................................35
   12.10     Payment of Expenses.................................................................................35
   12.11     Incapacity..........................................................................................36
   12.12     Employee Data.......................................................................................36
   12.13     Reduction for Overpayment...........................................................................36
   12.14     Invalidity of Certain Provisions....................................................................36
   12.15     Plan Supplements....................................................................................36
</TABLE>
                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE XIII        EXEMPT LOAN..................................................................................37

   13.01     Definition of Exempt Loan...........................................................................37
   13.02     Requirements for an Exempt Loan.....................................................................37
   13.03     Right of First Refusal..............................................................................38
   13.04     Annual Additions....................................................................................38

ARTICLE XIV         TOP HEAVY PROVISIONS.........................................................................39

   14.01     Definitions.........................................................................................39
   14.02     Determination of Top Heavy Status...................................................................40
   14.03     Combination of Defined Benefit and Defined Contribution Plan........................................40
   14.04     Minimum Contribution................................................................................41
   14.05     Minimum Vesting.....................................................................................41

ARTICLE XV          SPECIAL PROVISIONS APPLICABLE TO FIRST WESTERN PARTICIPANTS..................................42

   15.01     Special Provisions for First Western Participants...................................................42
   15.02     Definitions.........................................................................................42
   15.03     First Western Exempt Loan Suspense Account..........................................................42
   15.05     Allocation of Leveraged Contributions...............................................................43
   15.06     Diversification Rights..............................................................................43
   15.07     Distribution of Accounts from First Western Accounts................................................43
</TABLE>
                                      -iv-
                                                                 (Seal)
<PAGE>

         Sky Financial Group, Inc. Employee Stock Ownership Pension Plan
         ----------------------------------------------------------------
               (As Amended and Restated Effective January 1, 2001)

                                  Introduction
                                  ------------

     The Mid Am, Inc. Employee Stock Ownership Pension Plan was originally
established and became effective on July 1, 1989. Prior to October 2, 1998, Mid
Am, Inc. ("Mid Am") maintained the Mid Am Inc. Employee Stock Ownership Pension
Plan (the "Mid Am Plan"). Mid Am merged into Citizens Bancshares, Inc.
("Citizens") effective October 2, 1998 (the "Merger Date"), with the resulting
corporation renamed Sky Financial Group, Inc. (the "Company"). The Company
became the sponsor of the Mid Am Plan on the Merger Date, and amended and
completely restated the Mid Am Plan effective January 1, 1999 in the form of the
Sky Financial Group, Inc. Employee Stock Ownership Pension Plan. Effective on
the January 1, 1999 amendment and restatement date, the eligible employees of
Citizens and The Ohio Bank, and the eligible employees of their respective
subsidiaries, become eligible to participate in the Sky Financial Group, Inc.
Employee Stock Ownership Pension Plan.

     Effective as of June 30, 1999, the portion of the Sky Financial Group, Inc.
Profit Sharing and 401(k) Plan (the "Sky 401(k) Plan") that was invested in
Qualifying Employer Securities and designed to qualify as a stock bonus plan
under Code Section 4975(e)(7) was spun-off from the Sky 401(k) Plan and merged
into the Sky Financial Group, Inc. Employee Stock Ownership Pension Plan. In
addition, effective as of September 30, 1999, the portion of the Sky 401(k) Plan
that had been spun-off from the frozen Mid-Am, Inc. Profit Sharing Plan and
merged into the Sky 401(k) Plan, and that was invested in Sky Financial Group,
Inc. common stock, was spun-off from the Sky 401(k) Plan and merged into the Sky
Financial Group, Inc. Employee Stock Ownership Pension Plan.

     Prior to June 30, 2000 (the "First Western Plan Merger Date"), the Company
maintained the First Western Bancorp, Inc. 401(k) Profit-Sharing and Stock Bonus
Plan (the "First Western Plan") for the benefit of current and former employees
who were employed by First Western Bancorp, Inc. and its subsidiaries, and their
beneficiaries. Effective December 31, 1999, the First Western Plan was frozen
for all purposes, except with regard to contributions required to make payments
on the Exempt Loan existing under the First Western Plan. Effective on the First
Western Plan Merger Date, the portion of the First Western Plan that constitutes
an employee stock ownership plan within the meaning of Code Section 4975(e)(7)
was spun-off and merged into the Sky Financial Group, Inc. Employee Stock
Ownership Pension Plan.

     Prior to December 31, 2001 (the "Citizens ESOP Merger Date"), the Company
maintained the Citizens Bancshares, Inc. Employee Stock Ownership Plan (the
"Citizens ESOP") for the benefit of current and former employees who were
employed by Citizens Bancshares, Inc. and its subsidiaries, and their
beneficiaries. Effective December 31, 1998, the Citizens ESOP was frozen for all
purposes. Effective on the Citizens ESOP Merger Date, the Citizens ESOP was
merged into, and amended and restated in the form of the Sky Financial Group,
Inc. Employee Stock Ownership Pension Plan.
<PAGE>

     This document constitutes an amendment and complete restatement of the Sky
Financial Group, Inc. Employee Stock Ownership Pension Plan (the "Plan"),
effective January 1, 2001.

     The Company intends this Plan to be a qualified stock bonus and employee
stock ownership plan as described in Code Sections 401(a) and 4975(e)(7). The
Company also intends that a portion of this Plan constitute a money purchase
pension plan for purposes of Code Section 401(a)(11)(B). The Plan is intended to
be invested primarily in qualifying employer securities as defined in ERISA
Section 407(d)(5), including Qualifying Employer Securities. At any time, up to
100% of the assets of the Plan may be invested in qualifying employer securities
as defined in ERISA Section 407(d)(5), including Qualifying Employer Securities.

     This document is an amendment and restatement of the Plan generally
effective as of January 1, 2001, except as and to the extent otherwise provided
herein. The Company intends that the Plan, together with the Trust Agreement,
meet all the pertinent requirements of the Internal Revenue Code of 1986, as
amended, and the Employee Retirement Income Security Act of 1974, as amended,
and shall be interpreted, wherever possible, to comply with the terms of the
Code and ERISA.

                                    Article I
                                   Definitions
                                   -----------

     In addition to other terms defined elsewhere in this Plan document, the
following terms shall have the following meanings:

     1.01 Account(s). "Account(s)" means the record of a Participant's interest
in the Trust Fund.

     1.02 Acquired Employer. "Acquired Employer" means any organization,
corporate or otherwise, that is acquired by purchase, merger, consolidation or
any other method, except for asset purchase.

     1.03 Annual Compensation. "Annual Compensation" means a Participant's
earned income, wages, salaries, fees for professional services, and other
amounts received for personal services actually rendered in the course of
employment with the Employers (including, but not limited to, commissions paid
to salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses), but excluding the
following:

          (a) Employer contributions to a plan of deferred compensation,
     including this Plan, that are not included in the Employee's gross income
     for the taxable year in which contributed, Employee contributions under a
     simplified employee pension plan to the extent such contributions are
     deductible by the Employee or any distributions from a plan of deferred
     compensation.

          (b) amounts realized from the exercise of a non-qualified stock
     option, or when restricted stock (or property) held by the Employee either
     becomes freely transferable or is no longer subject to a substantial risk
     of forfeiture;

                                      -2-
<PAGE>

          (c) amounts realized from the sale, exchange or other disposition of
     stock acquired under a qualified stock option;

          (d) reimbursements or other expense allowances, fringe benefits (cash
     and noncash), moving expenses, deferred compensation and welfare benefits
     (even if included in gross income); and

          (e) other amounts that received special tax benefits or contributions
     made by the Employer (whether or not under a salary reduction agreement)
     towards the purchase of an annuity described in Code Section 403(b)
     (whether or not the amounts are actually excludible from the gross income
     of the Employee).

Annual Compensation includes a Participant's voluntary reductions in cash
consideration made in accordance with arrangements established by the Employer
under Code Section 125 and Code Section 401(k).

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the Annual
Compensation of each Employee taken into account under the Plan shall not exceed
the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit
is $150,000, as adjusted by the Commissioner of Internal Revenue for the
cost-of-living in accordance with Code Section 401(a)(17)(B). The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which Compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is 12. Any reference in this Plan to the limitation
under Code Section 401(a)(17) shall mean the OBRA '93 annual compensation limit
set forth in this provision.

     The Annual Compensation of each Participant taken into account under the
Plan for any Plan Year beginning after December 31, 2001, shall not exceed
$200,000, as adjusted for cost-of-living increases in accordance with Section
401(a)(17)(B).

     1.04 Annuity Starting Date. "Annuity Starting Date" is defined in Section
6.04.

     1.05 Applicable Period. The "Applicable Period" is defined in Section 6.04.

     1.06 Break in Service. "Break in Service" means a Plan Year in which an
Employee has not completed more than 500 Hours of Service.

     1.07 Change in Control. "Change in Control" means the occurrence of any one
or more of the following events: (a) the merger or consolidation of the Company
with or into any other corporation and the Company is not the surviving
corporation; (b) in excess of 24.99% of the outstanding Company Stock is owned,
held or controlled by an entity, person or group acting in concert with the
power to control the Company as that term is defined in Rule 405 of the
Securities Act of 1933, as amended; (c) the sale or exchange in excess of 24.99%
of the assets of the Company to an entity, person or group acting in concert;
(d) the recapitalization, reclassification of securities or reorganization of
the Company that has the effect of either

                                      -3-
<PAGE>

subpart (b) or (c) above; (e) the issuance by the Company of securities in an
amount in excess of 24.99% of the outstanding Company Stock to any entity,
person or group acting in concert and intending to exercise control of the
Company; or (f) the removal, termination or retirement of more than 50% of the
members of the Board of Directors of the Company during any consecutive 12-month
period.

     1.08 Code. "Code" means the Internal Revenue Code of 1986, as amended.

     1.09 Company. "Company" means Sky Financial Group, Inc.

     1.10 Company Stock. "Company Stock" means the common stock of Sky Financial
Group, Inc.

     1.11 Company Stock Fund (MPP) . "Company Stock Fund (MPP)" means a
Participant's Account attributable to money purchase pension contributions made
in Company Stock.

     1.12 Company Stock Fund (SB) . "Company Stock Fund (SB)" means a
Participant's Account attributable to stock bonus contributions made in Company
Stock.

     1.13 Disability. "Disability" means a physical or mental condition of a
Participant resulting from a bodily injury or disease or mental disorder that
renders the Participant eligible for benefits under the Company's long-term
disability plan.

     1.14 Employee. "Employee" means each and every person employed by an
Employer who is classified by an Employer as a common law employee; provided
that, only individuals who are paid as common law employees from the payroll of
an Employer shall be deemed to be Employees for purposes of the Plan. Any person
who agrees with an Employer that he or she will not be a Participant will not be
eligible to participate in the Plan.

     For purposes of this definition of Employee, and notwithstanding any other
provisions of the Plan to the contrary, individuals who are not classified by an
Employer, in its discretion, as employees under Code Section 3121(d) (including,
but not limited to, individuals classified by the Employer as independent
contractors and non-employee consultants) and individuals who are classified by
an Employer, in its discretion, as employees of any entity other than an
Employer do not meet the definition of Employee and are ineligible for benefits
under the Plan, even if the classification by the Employer is determined to be
erroneous, or is retroactively revised. In the event the classification of an
individual who is excluded from the definition of Employee under the preceding
sentence is determined to be erroneous or is retroactively revised, the
individual shall nonetheless continue to be excluded from the definition of
Employee and shall be ineligible for benefits for all periods prior to the date
the Employer determines its classification of the individual is erroneous or
should be revised. The foregoing sets forth a clarification of the intention of
the Company regarding participation in the Plan for any Plan Year, including
Plan Years prior the amendment of this definition of Employee.

     No person classified by an Employer as a temporary, seasonal or summer
employee shall be deemed to be an Employee. No person who is classified by an
Employer as a "leased

                                      -4-
<PAGE>

employee" shall be deemed to be and Employee. "Leased employee" shall mean any
person who is not an Employee but who provides services to an Employer if:

          (a) such services are provided pursuant to an agreement between the
     Employer and any leasing organization;

          (b) such person has performed services for the Employer (or for the
     Employer and any related person within the meaning of Section 414(n)(6) of
     the Code) on a substantially full-time basis for a period of at least one
     (1) year; and

          (c) such services are performed under the primary direction or control
     of the Employer.

     Except as provided below, a "leased employee" shall be treated as an
employee of an Employer for nondiscrimination testing and other purposes
specified in Code Section 414(n). However, contributions or benefits provided by
the leasing organization that are attributable to services performed for an
Employer, shall be treated as provided by the Employer. A "leased employee"
shall not be treated as an employee if such "leased employee" is covered by a
money purchase pension plan of the leasing organization, and the number of
leased employees does not constitute more than 20% of the Employers' "non-highly
compensated work force" as defined by Code Section 414(n)(5)(C). The money
purchase pension plan of the leasing organization must provide benefits equal to
or greater than: (i) a non-integrated employer contribution rate of at least 10%
of compensation, (ii) immediate participation, and (iii) full and immediate
vesting.

     1.15 Employer. "Employer" means any Related Entity with respect to the
Company that adopts this Plan pursuant to Article XI. The term also includes the
Company, unless the context otherwise requires.

     1.16 Entry Date. "Entry Date" means the first day of each Plan Year.

     1.17 ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     1.18 ESOP. "ESOP" means an Employee Stock Ownership Plan as defined in Code
Section 4975(e)(7).

     1.19 Hour of Service. "Hour of Service" means:

     (a) Each hour for which an Employee is directly or indirectly paid or
entitled to payment by either the Company or the Employer for the performance of
duties;

     (b) Each hour for which an Employee is directly or indirectly paid, or
entitled to payment, by either the Company or the Employer for reasons (such as
vacation, sickness, disability, or similar leave of absence) other than for the
performance of duties, and for military leaves, maternity/paternity leaves or
leaves for jury duty; and

     (c) Each hour for which back pay, irrespective of mitigation of damages,
has been either awarded or agreed to by either the Company or the Employer
provided that the same

                                      -5-
<PAGE>

Hours of Service shall not be credited under this Section (c) and Sections (a)
or (b) above, as the case may be.

     (d) An Employee shall also be credited with one Hour of Service for each
hour that otherwise would normally have been credited to the Employee but during
which such Employee is absent from work for any period (i) by reason of the
Employee's pregnancy, (ii) by reason of the birth of the Employee's child, (iii)
by reason of the placement of a child with such Employee in connection with an
adoption of such child by the Employee or (iv) for purposes of caring for a
child for a period beginning immediately following birth or placement, provided
that an Employee shall be credited with no more than 501 Hours of Service on
account of any single continuous period of absence by reason of any such
pregnancy, birth or placement and provided further that Hours of Service
credited to an individual on account of such a period of absence shall be
credited only for the Break in Service computation period in which such absence
begins if an Employee would otherwise fail to be credited with 501 or more Hours
of Service in such period or, in any other case, in the immediately following
computation period.

     Hours of Service computed hereunder shall be computed in accordance with
Section 2530.200b-2 (b) and (c) of the Department of Labor Regulations, which is
incorporated herein by reference. In no event shall more than 501 Hours of
Service be credited for any one continuous period of absence during or for which
the employee receives payment for nonperformance of duties whether or not such
period occurs in a single computation period.

     1.20 Named Fiduciary. "Named Fiduciary" means a fiduciary named in this
document, or who, pursuant to a procedure specified in the Plan, is identified
as a Named Fiduciary.

     1.21 Normal Retirement Age. "Normal Retirement Age" means age sixty-five
(65) years.

     1.22 Normal Retirement Date. "Normal Retirement Date" means the first day
of the month coinciding with or next following the date on which a Participant
attains Normal Retirement Age.

     1.23 Other Invest Account (MPP). "Other Investment Account (MPP)" means a
Participant's Account attributable to money purchase contributions made in cash,
any cash dividends on Company Stock allocated and credited to the Participant's
Company Stock (MPP) Account and any income, gains, losses, appreciation or
depreciation attributable thereto.

     1.24 Other Invest Account (SB). "Other Investment Account (SB)" means a
Participant's Account attributable to stock bonus contributions made in cash,
any cash dividends on Company Stock allocated and credited to the Participant's
Company Stock (SB) Account and any income, gains, losses, appreciation or
depreciation attributable thereto.

     1.25 Participant. "Participant" means an Employee who has satisfied the
eligibility requirements for the participation in the Plan.

     1.26 Plan. "Plan" means the Sky Financial Group, Inc. Employee Stock
Ownership Pension Plan.

                                      -6-
<PAGE>

     1.27 Plan Administrator. "Plan Administrator" means the Sky Financial
Group, Inc. Benefit Plans Committee (the "Committee"). The Plan Administrator
shall be the Plan's Named Fiduciary. The Plan Administrator shall have no
responsibility for the custody or management of the Trust Fund.

     1.28 Plan Year. "Plan Year" means the 12-month period beginning on January
1 and ending on the following December 31 of each year.

     1.29 Qualified Election. "Qualified Election" is defined in Section 6.04.

     1.30 Qualified Joint and Survivor Annuity. "Qualified Joint and Survivor
Annuity" is defined in Section 6.04.

     1.31 Qualified Pre-Retirement Survivor Annuity. "Qualified Pre-Retirement
Survivor Annuity" is defined in Section 6.04.

     1.32 Qualifying Employer Securities. "Qualifying Employer Securities" means
an Employer security that is common stock issued by the Company having a
combination of voting power and dividend rights equal to or in excess of the
class of Company common stock having the greatest voting power and the class of
Company common stock having the greatest dividend rights.

     1.33 Related Entity. "Related Entity" means: (i) all corporations that are
members with the Company in a controlled group of corporations within the
meaning of Code Section 1563(a), determined without regard to Code Sections
1563(a)(4) and (e)(3)(c); (ii) all trades or businesses (whether or not
incorporated) that are under common control with the Company as determined by
regulations promulgated under Code Section 414(c); (iii) all trades or
businesses that are members of an affiliated service group with the Company
within the meaning of Code Section 414(m); and (iv) any other entity required to
be aggregated with the Company in accordance with regulations under Code Section
414(o); provided, however, for purposes of Article VII, the definition shall be
modified to substitute the phrase "more than 50%" for the phrase "at least 80%"
each place it appears in Code Section 1563(a)(1). The term "Related Entity"
shall include the predecessor of the Company and any Related Entity.

     1.34 Trust. "Trust" means one or more Trusts established to fund the Plan.
The Trustee shall receive any contributions paid to it. All contributions so
received together with the income therefrom shall be held, managed and
administered in the Trust pursuant to the terms of the Plan.

     1.35 Trustee. "Trustee" means Sky Trust, NA. The Trustee shall have the
authority and discretion to manage and control the assets of the Plan. The
Trustee is a Named Fiduciary.

     1.36 Trust Fund. "Trust Fund" means all assets of whatever kind or nature
held by the Trustee pursuant to the terms of the Plan, unless indicated
otherwise. The Trust Fund may consist of more than one trust agreement with more
than one Trustee.

     1.37 Valuation Date. "Valuation Date" shall mean each business day on which
the Nasdaq Stock Market is open.

                                      -7-
<PAGE>

     1.38 Year of Service. For purposes of determining eligibility to
participate in the Plan in accordance with Section 2.01 hereof, "Year of
Service" a 12-consecutive month period, commencing on the date of an Employee's
first Hour of Service with an Employer, during which the Employee is
continuously employed by an Employer.

     (a) For purposes of determining a Participant's nonforfeitable interest
pursuant to Section 5.03, "Year of Service" means a Plan Year during which such
participant is credited with at least 1,000 Hours of Service. For purposes of
Section 5.03, a Participant will be credited with a Year of Service if the
Participant completes 1,000 Hours of Service during said period, even though the
Participant is not employed for the full 12-month period.

     (b) An Employee who does not initially meet the eligibility requirements of
Section 2.01 and later becomes a Participant, will have all Years of Service
counted for Plan purposes, both prior to and subsequent to becoming a
Participant.

     (c) In the event a terminated Participant is re-hired, all Years of Service
with an Employer shall be counted for purposes of Sections 2.01 and 5.03 hereof.

     (d) Solely for purposes of determining a Participant's nonforfeitable
interest pursuant to Section 5.03 hereof, "Year of Service" means any Plan Year
during which an individual was a leased employee (as defined in Code Section
414(n)) of the Company or any entity that must be aggregated with the Company
under Code Sections 414(b), (c) or (m) and during which the individual earned at
least 1,000 Hours of Service.

     (e) If a Participant who has no nonforfeitable rights under Article V has
five consecutive Breaks in Service, then the Plan shall not take into account
Years of Service after such consecutive Breaks in Service for purposes of
determining the nonforfeitable percentage of the Participant's Account that
accrued before the Break in Service.

     (f) If a Participant who has no nonforfeitable rights incurs a Break in
Service for the greater of (i) five or more consecutive Plan Years or (ii) the
Participant's accumulated Years of Service prior to the Break in Service, then
the Plan shall not take into account Years of Service prior to such consecutive
Breaks in Service for the purpose of determining the nonforfeitable percentage
of the Participant's Accounts that accrues after the Break in Service.

     (g) Effective for Plan Years beginning on and after January 1, 2001, all
service that Employees had with an Acquired Employer shall be credited toward
Years of Service under the terms and conditions of this Section 1.37.

                                      -8-
<PAGE>

                                   Article II
                                   Eligibility
                                   -----------

     2.01 Eligibility. Subject to the terms of the Plan, each Employee who was a
Participant in the Plan as of December 31, 2000, shall participate in the Plan
on and after January 1, 2001. Each other Employee shall participate in the Plan
on the first Entry Date coinciding with or next preceding the date the Employee
meets all of the following requirements:

          (a) the Employee is credited with one Year of Service;

          (b) the Employee has attained age 18 years;

          (c) the Employee is not a member of a collective bargaining unit
     unless the collective bargaining agreement between the Employer and the
     union provides for participation in this Plan; and

          (d) the Employee is not a 100 percent commissioned salesperson.

     2.02 Eligibility Upon Re-employment. A former Participant, or former
Employee who met the eligibility requirements of Section 2.01 for participation
in the Plan at the time he or she terminated employment, and who is subsequently
rehired, shall participate in the Plan on the day of his or her re-employment by
the Employer, if the Employee then meets the requirements for participation
described in Section 2.01.

     2.03 Participation Upon Change of Job Status. An individual who has
satisfied the requirements of Section 2.01(a) or (b) but who is not a
Participant because he or she is not an Employee or because he or she does not
satisfy Section 2.01(c) or (d), shall become a Participant immediately (but not
sooner than the Entry Date on which the individual would have become a
Participant had he been an Employee and had satisfied Section 2.01(c) or (d) at
all times) upon becoming an Employee and upon satisfying Section 2.01(c) and
(d).

                                      -9-
<PAGE>

                                   Article III
                                  Contributions
                                  -------------

     3.01 Employer Contributions. The Employer shall contribute to the money
purchase pension portion of the Trust Fund on behalf of each Participant,
including a Participant who continues in the employ of the Employer after his
Normal Retirement Date, but excluding a Participant to whom Article XV applies,
an amount equal to three percent (3%) of his Annual Compensation. In addition,
the Employer may contribute to the stock bonus portion of the Trust Fund on
behalf of each such Participant, such amount as the Board shall determine in its
sole discretion.

     For Participants to whom Article XV applies, the Employer shall contribute
on behalf of each such Participant, including a Participant who continues in the
employ of the Employer after his or her Normal Retirement Date, an amount equal
to the difference between (a) three percent (3%) of his or her Annual
Compensation, and (b) the percentage of the Participant's Annual Compensation
that the Employer contributed as a Leveraged Contribution under Article XV on
behalf of the Participant for that Plan Year. If the amount in clause (b)
exceeds the amount in clause (a), then the Employer shall make no contribution
on behalf of such Participant for that Plan Year, other than the amount in
clause (b). If the amount in clause (b) exceeds the amount in clause (a), the
Employer shall make a discretionary contribution in an amount equal to the
excess on behalf of each Participant to whom Article XV does not apply.

     For this purpose, Annual Compensation shall include (i) only compensation
earned while the Participant was an Employee of an Employer, and (ii)
compensation from the Employers for the entire Plan Year, even if the
Participant first became a Participant during the Plan Year. The Employer shall
only make a contribution on behalf of a Participant if the Participant was
employed by the Employer on the last day of such Plan Year and was credited with
at least 1,000 Hours of Service during such Plan Year, except that the Employer
shall make a contribution on behalf of a Participant who died, retired or
incurred a Disability during such Plan Year.

     Employer contributions will be paid in cash or shares of Company Stock.
Shares of Company Stock will be valued at their current fair market value. To
the extent that the Trust has obligations arising from an extension of credit to
the Trust which is payable in cash within one year of the date the Employer's
contribution is made, such contribution will be paid to the Trust in cash.

     The annual contribution of the Employer shall be made to the Trustee in
full within such time as may be permitted for Federal Income tax purposes to
obtain a deduction for the contribution by the Employer for such taxable year.

     3.02 Special Rules Relating to Veterans Re-employment Rights Under USERRA.
Effective December 12, 1994, the following special provisions shall apply to an
Employee or Participant who is re-employed in accordance with the re-employment
provisions of the Uniformed Services Employment and Re-employment Rights Act
(USERRA) following a period of qualifying military service (as determined under
USERRA):

                                      -10-
<PAGE>

     (a) Each period of qualifying military service served by an Employee or
Participant shall, upon such re-employment with an Employer, be deemed to
constitute service with the Employer for all purposes of the Plan.

     (b) If the Employer made any Employer Contributions to the Plan during the
period of qualifying military service, the Employer shall make an Employer
Contribution on behalf of the Participant upon the Participant's re-employment
following his period of qualifying military service, in the amount that would
have been made on behalf of such Participant had the Participant been employed
during the period of qualifying military service.

     (c) The Plan shall not (i) credit earnings to a Participant's Accounts with
respect to any Contribution before such contribution is actually made, or (ii)
make up any allocation of forfeitures, with respect to the period of qualifying
military service.

     (d) For all purposes under the Plan, including an Employer's liability for
making contributions on behalf of a re-employed Participant as described above,
the Participant shall be treated as having received Annual Compensation from the
Employer based on the rate of Annual Compensation the Participant would have
received during the period of qualifying military service, or if that rate is
not reasonably certain, on the basis of the Participant's average rate of Annual
Compensation during the 12-month period immediately preceding such period.

     3.03 Transfer of ESOP Accounts from the Sky 401(k) Plan Effective June 30,
1999. Effective as of June 30, 1999, the portion of the Sky 401(k) Plan that was
invested in Qualifying Employer Securities and designed to qualify as a stock
bonus plan and an employee stock ownership plan under Code Section 4975(e)(7)
was spun-off from the Sky 401(k) Plan and merged into this Plan. With respect to
those Participants for whom an amount was transferred from the Sky 401(k) Plan
pursuant to this Section 3.03, the amount transferred was allocated to his or
her Accounts as of the day of the transfer.

     3.04 Transfer of Frozen Plan Accounts from the Sky 401(k) Plan Effective
September 30, 1999. Prior to September 30, 1999, some participants in the Sky
401(k) Plan had special accounts under the Sky 401(k) Plan containing assets
that had been spun-off from the frozen Mid-Am, Inc. Profit Sharing Plan and
merged into the Sky 401(k) Plan and that were invested in Sky Financial Group,
Inc. common stock (the "Frozen Accounts"). Effective as of September 30, 1999,
the portion of the Sky 401(k) Plan containing those Frozen Plan Accounts was
spun-off from the Sky 401(k) Plan and merged into this Plan. With respect to
those Participants for whom an amount was transferred from the Sky 401(k) Plan
pursuant to this Section 3.04, the amount transferred was allocated to the
Participant's Accounts as of the day of the transfer.

     3.05 Merger of Certain First Western Plan Accounts Effective June 30, 2000.
Prior to June 30, 2000, the Company maintained the First Western Bancorp, Inc.
401(k) Profit-Sharing and Stock Bonus Plan (the "First Western Plan"). Except
for the portion of the First Western Plan consisting of the Exempt Loan and
intended to be an employee stock ownership plan (the "First Western ESOP"), the
First Western Plan has been frozen since December 31, 1999. Effective June 30,
2000, the First Western ESOP was spun-off from the First Western Plan and merged
into this Plan.

                                      -11-
<PAGE>

     Amounts transferred from the First Western Plan pursuant to this Section
3.04 will be contributed to the Accounts of Participants for whom the amounts
were transferred.

     Amounts transferred from the First Western Plan will vest and become
nonforfeitable according to the schedule contained in Section 5.03. "Years of
Service" credited under the First Western Plan will count as Years of Service
for all purposes under this Plan.

     3.06 Merger of Certain Citizens Bancshares, Inc. Employee Stock Ownership
Plan Accounts Effective December 31, 2001. Prior to December 31, 2001, the
Company maintained the Citizens Bancshares, Inc. Employee Stock Ownership Plan
(the "Citizens ESOP"). The Citizens ESOP has been frozen since December 31,
1998. Effective December 31, 2001, the Citizens ESOP was merged into, and
amended and restated in the form of this Plan.

     With respect to those Participants for whom an amount was transferred from
the Citizens ESOP pursuant to this Section 3.06, the amount transferred was
allocated to the Participant's Accounts as of the day of the transfer.

     Amounts transferred from the Citizens ESOP will vest and become
nonforfeitable according to the schedule contained in Section 5.03. A
Participant for whom an amount was transferred from the Citizens ESOP pursuant
to this Section 3.06 will be credited with Years of Service under this Plan for
all service that such Participant had with Citizens Bancshares, Inc., including
any service with an entity acquired by Citizens Bancshares, Inc., measured from
his or her original date of hire. Notwithstanding the preceding sentence, in the
case of a Participant who terminated employment with Citizens Bancshares, Inc.
on or before December 31, 1998, "Credited Service" credited under the Citizens
ESOP will count as Years of Service for all purposes of this Plan.

                                      -12-
<PAGE>

                                   Article IV
                                   Allocations
                                   -----------

     4.01 Participant Accounts. The Plan Administrator shall direct the Trustee
to maintain such separate Accounts for each Participant as the Plan
Administrator shall from time to time determine. Each Participant will have a
separate Company Stock Account (MPP), Company Stock Account (SB), Other
Investment Account (MPP) and Other Investment Account (SB). The amount of the
Employer's contribution to the Trust Fund pursuant to Section 3.01 hereof and
allocated pursuant to Section 4.02 hereof, together with such Participant's
share of all income, gains and accumulations therefrom, shall be credited and
losses debited to each Participant's Accounts.

     4.02 Allocation of Employer Contributions. Effective as of the last day of
each Plan Year, the Company Stock Account (MPP) and/or Other Investment Account
(MPP) of each eligible Participant (as described below) will be credited with
his or her allocable share of Employer Contributions made pursuant to Section
3.01 hereof that do not constitute Leveraged Contributions. In no event shall
such amounts available for allocation exceed three percent (3%) of each eligible
Participant's Compensation for the Plan Year. Effective as of the last day of
each Plan Year, the Company Stock Account (SB) and/or Other Investment Account
(SB) of each eligible Participant will be credited with his or her allocable
share of discretionary Employer Contributions made pursuant to Section 3.01
hereof. Such amounts available for allocations shall be allocated to each
eligible Participant's Accounts in the same proportion that each such eligible
Participant's Compensation for the Plan Year bears to the total Compensation of
all eligible Participants for such Plan Year. An allocation will be made only if
the Participant was employed by the Employer on the last day of such Plan Year
and was credited with at least 1,000 Hours of Service during such Plan Year,
except that any Participant who became totally and permanently disabled, died or
terminated employment with the Employer on or after his or her Normal Retirement
Date during such Plan Year will receive an allocation.

     4.03 Allocation of Investment Gain or Loss. Any net gain or net loss
resulting from the operation of the Trust for such year shall be allocated by
the Trustee to Participants' Accounts in proportion to the value of the
respective interests in the Trust immediately preceding such revaluation.

     4.04 Allocation of Cash Dividends. Cash dividends on Company Stock
allocated to a Participant's Company Stock Accounts shall be credited to the
Participant's Other Investment Accounts.

     4.05 Annual Report to Participants. The Plan Administrator shall notify
each Participant in writing of the financial status of his or her Account as of
the last day of each Plan Year.

                                      -13-
<PAGE>

                                    Article V
                            Benefits to Participants
                            ------------------------

     5.01 Upon Retirement or Disability. When a Participant retires on or after
the Participant's Normal Retirement Date, or becomes totally and permanently
disabled, the entire interest in the Participant's Account, including the amount
of any contributions for the Plan Year in which the Participant's retirement or
Disability occurs, shall become nonforfeitable. The Plan Administrator, in
accordance with the provisions of Section 6.01 of the Plan, shall then direct
the Trustee to distribute to such Participant the entire interest in his or her
Account. A Participant's Account shall be nonforfeitable upon the attainment of
Normal Retirement Age.

     A Participant who remains in the employment of the Employer after the
Participant's Normal Retirement Date shall continue to participate in the Plan.
No distribution shall be made to the Participant until his or her actual
retirement, subject to the mandatory commencement of benefit provisions of
Section 6.05 hereof.

     5.02 Upon Death. Upon the death of a Participant, the entire interest in
the Participant's Accounts, including the amount of any contributions for the
Plan Year in which the Participant's death occurs, shall become nonforfeitable.
The Plan Administrator, in accordance with the provisions of Article VI of the
Plan, shall then direct the Trustee to distribute the entire interest in the
Participant's Accounts to such Participant's designated beneficiary or
beneficiaries. The Plan Administrator may require proper proof of death and
evidence of the right of any person to receive payment of the entire interest in
the Accounts of the deceased Participant as the Plan Administrator deems
desirable and the Plan Administrator's determination shall be conclusive. The
Trustee shall make such distribution as soon as administratively feasible
following the Participant's death and in accordance with the rules and
procedures established by the Plan Administrator.

     If the Participant was married at the time of his or her death, the Trustee
shall make all payments to the Participant's spouse in the form of a Qualified
Pre-Retirement Survivor Annuity pursuant to Section 6.02, unless the Participant
has made a Qualified Election. Each Participant, by written instrument delivered
to the Plan Administrator, shall have the unqualified right to designate, and
from time to time change, the beneficiary or beneficiaries to receive the entire
interest in his or her Account in the event of death, subject to the Qualified
Election requirements in Section 6.04(e). In the event the Participant fails to
designate a beneficiary or beneficiaries, the entire interest in the
Participant's Account shall be distributed first to the Participant's spouse if
then living, or second to the Participant's estate.

     5.03 Nonforfeitable Interest Upon Termination of Employment. Upon
termination of a Participant's employment for any reason other than retirement,
Disability or death, the Trustee shall, in accordance with the provisions of
Section 6.01 of the Plan and at the instruction of the Plan Administrator,
distribute to the Participant the entire interest then constituting his or her
Account based on the Participant's Years of Service determined in accordance
with the applicable schedule below:

                                      -14-
<PAGE>

Years of Service                   Nonforfeitable Interest

Less than 2                                   0%
2 but less than 3                            40%
3 but less than 4                            60%
4 but less than 5                            80%
5 or more                                   100%

     (a) Any Participant who, prior to January 1, 1999, was a Participant in the
Mid Am Plan, and who has completed at least three Years of Service as of January
1, 1999, may elect in writing to have his or her nonforfeitable interest
computed under the Plan's five year cliff vesting schedule in effect prior to
January 1, 1999, by the later of: (i) the Participant's termination of
employment, or (ii) the date that is 60 days after the day the Plan
Administrator gives written notice of the Plan amendment to the Participant.

     (b) In the event the nonforfeitable interest schedule is amended, or the
nonforfeitable interest schedule of an existing plan is amended by the Plan,
then any Participant who has completed at least three Years of Service on the
later of the date the amendment is adopted, or the date the amendment is
effective may elect in writing to have his or her nonforfeitable interest
computed under the prior applicable nonforfeitable interest schedule, beginning
on the date the Plan amendment is adopted and ending on the later of: (1) the
Participant's termination of employment, (2) the date that is 60 days after the
day the Plan amendment is adopted, (3) the date that is 60 days after the day
the Plan amendment becomes effective, or (4) the date that is 60 days after the
day the Plan Administrator gives written notice of the Plan amendment to the
Participant.

     (c) Notwithstanding any contrary provision of this Plan, each Participant
in the Plan who was an employee of Sky Investments, Inc. on March 7, 2001, the
effective date of the sale of Sky Investments, Inc., acquired a 100%
nonforfeitable interest in his or her Accounts under the Plan as of that date.

     5.04 October 2, 1998 Change in Control. Each Participant in the Mid Am Plan
on October 2, 1998, the effective date of the merger of Mid Am into Citizens,
acquired a 100% nonforfeitable interest in his or her Account under the Mid Am
Plan as of that date. The Employer contributions made under the Mid Am Plan, and
under this Plan, on and after October 2, 1998, shall be subject to the vesting
schedule contained in this Article V, based on all of the Participant's Years of
Service before and after that date.

     5.05 Forfeiture Upon Termination of Employment. Subject to Section 6.01, if
a Participant terminates employment, and the value of the Participant's vested
Account is not greater than $5,000, the Participant will receive a distribution
of the value of the entire vested portion of his or her Accounts and the
unvested portion will be treated as a forfeiture.

     (a) If a Participant terminates service and elects to receive the vested
portion of his Accounts pursuant to Article VI of the Plan, the non-vested
portion will be treated as a forfeiture.

     (b) If distribution is made to a Participant on account of termination of
employment, which is less than the value of the Participant's Account, prior to
the date on which the

                                      -15-
<PAGE>

Participant has a Break in Service for five consecutive Plan Years and the
Participant returns to employment covered by the Plan, the Participant's Account
shall subsequently be determined without regard to the portion thereof derived
from predistribution employment, provided the Participant (1) received
distribution of the entire present value of the nonforfeitable portion of his or
her Account at the time of distribution, (2) the amount of the distribution did
not exceed the dollar limit under Code Section 411(a)(11)(A), or the Participant
(with spousal consent, if applicable) voluntarily elected to receive the
distribution, and (3) the Participant upon return to employment covered by the
Plan does not repay the full amount of the distribution before the earlier of
suffering five consecutive one year Breaks in Service, or at the close of the
first period of five consecutive one year Breaks in Service commencing after the
distribution. If the Participant makes a timely repayment, the Participant's
Account shall equal the sum of the repayment and the forfeitable portion of the
Participant's Account on the date of distribution, unadjusted by gains or losses
subsequent to the distribution. Restoration of forfeitures under this paragraph
shall be made, to the extent necessary, first from forfeitures in the Plan Year
of repayment and second from Employer contributions.

     (c) If a Participant does not receive a distribution pursuant to Article
VI, the nonvested portion of the Participant's Account will be treated as a
forfeiture on the last day of the Plan Year in which the Participant terminated
employment.

     (d) Except as provided in paragraph (b) above, forfeitures will be used to
reduce the contribution due from the Employer for the Plan Year in which the
forfeiture occurs, or the immediately following the Plan Year.

     (e) For purposes of this Section 5.05, if a Participant does not have any
nonforfeitable interest in his Accounts, he will be deemed to have received a
distribution of the entire vested portion of his Accounts in accordance with the
provisions of subparagraph (a) above without having submitted any application
for benefits to the Plan Administrator. If such Participant returns to active
service with an Employer prior to incurring five consecutive Breaks in Service,
the Participant will be deemed to have paid back the distribution and his
Accounts will be restored as provided in subparagraph (b) above.

     5.06 Change in Control. In the event of a Change in Control, each
Participant who is employed by an Employer on the effective date of a Change in
Control shall acquire a 100% nonforfeitable interest in his or her Accounts as
of that date.

                                      -16-
<PAGE>

                                   Article VI
                                  Distributions
                                  -------------

     6.01 Commencement of Benefits. The Plan shall distribute a Participant's
Account as soon as administratively feasible after the Participant's termination
of employment, except as provided below. If the nonforfeitable portion of the
Participant's Account exceeds $5,000, (i) the Plan shall not distribute the
Participant's Account before the Participant attains Normal Retirement Date
unless the Participant consents to such distribution in writing, and (ii) if the
Participant is married on the date the Plan is to distribute his or her Account,
the Plan will not distribute the Participant's Account without the consent of
the Participant and the Participant's spouse pursuant to a Qualified Election
under Section 6.04(e). Effective January 1, 2002, the value of a Participant's
nonforfeitable Account shall be determined without regard to that portion of his
or her Account that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16). The Plan Administrator shall notify
the Participant of the right to defer the distribution of his or her Account,
subject to the limitations of Section 6.05 below. The notice of the right to
defer distributions shall also give a general description of the material
features, and an explanation of the relative values, of the normal and optional
forms of benefit available under the Plan in a manner that would satisfy the
notice requirements of Code Section 417(a)(3). The Plan Administrator must give
such notice no less than 30 days and no more than 90 days prior to the Annuity
Starting Date, unless the Participant waives the notice requirement as provided
in Code Section 417(a)(7)(B) or the requirements of Code Section 417(a)(7)(A)
are met.

     If the Participant does not consent to distribution, the Participant's
Account shall be retained in the Trust Fund until such later date as the
Participant requests distribution. If the Participant does not request
distribution prior to the Participant's Normal Retirement Date or death, the
Plan shall distribute the Participant's Account as soon as administratively
feasible after the Valuation Date next following the first to occur of the
Participant's Normal Retirement Date or death (provided the Plan Administrator
receives notice of the Participant's death).

     6.02 Payment of Benefits. The normal form of benefit under the Plan is the
"Qualified Joint and Survivor Annuity," unless the Participant and his or her
spouse execute a "Qualified Election" selecting an optional form of benefit
within the 90-day period ending on the date the Plan is to commence benefit
payments.

     If the Participant is married and dies prior to the commencement of his or
her benefits, the Participant's Account shall be used to provide a "Qualified
Pre-Retirement Survivor Annuity" for the Participant's spouse unless the
Participant and his or her spouse execute a "Qualified Election" selecting
another form of distribution, within the "Election Period."

     6.03 Optional Forms of Benefit. A Participant may elect to waive the
Qualified Joint and Survivor Annuity and have his or her Account distributed in
one of the following optional forms of distribution:

     (a) a lump sum payment;

     (b) a straight life annuity for the Participant's life; or

                                      -17-
<PAGE>

     (c) substantially equal monthly, quarterly, semi-annual or annual
installments over any period of time not exceeding the Participant's then life
expectancy or the joint and last survivor expectancy of the Participant and a
designated beneficiary. If there is any remaining balance in the Participant's
Account upon his or her death, such balance shall be payable as a death benefit
in accordance with Section 6.06 below.

     If the Participant's entire Account is to be distributed in other than a
lump sum, then the amount to be distributed each year must be at least an amount
equal to the quotient obtained by dividing the Participant's entire interest by
the life expectancy of the Participant or joint and last survivor expectancy of
the Participant and designated beneficiary. Life expectancy and joint and last
survivor life expectancy are computed by the use of the return multiples
contained in Section 1.72-9 of the Income Tax Regulations. For purposes of this
computation, a Participant's life expectancy may be recalculated no more
frequently than annually, however, the life expectancy of a non-spouse
beneficiary may not be recalculated. If the Participant's spouse is not the
designated beneficiary, the method of distribution selected must assure that
more than 50% of the present value of the amount available for distribution is
paid within the life expectancy of the Participant. All distributions must be
the minimum distribution incidental benefit requirements in Section
1.401(a)(9)-2 of the proposed regulations.

     6.04 Definitions. The following definitions shall apply to this Article VI:

     (a) Annuity Starting Date. "Annuity Starting Date" mean the first day of
the first period for which an amount is paid as an annuity, regardless of when
or whether payment is actually made. In the case of benefits not payable as an
annuity, the Annuity Starting Date is the date on which all events have occurred
that entitle the Participant to a benefit.

     (b) Qualified Joint and Survivor Annuity. "Qualified Joint and Survivor
Annuity" means an annuity for the life of the Participant with a survivor
annuity for the life of the spouse that is not less than 50% and not more than
100% of the amount of the annuity that is payable during the joint lives of the
Participant and the spouse, which is the actuarial equivalent of the normal form
of benefit, or if greater, any optional form of benefit. A Qualified Joint and
Survivor Annuity for a Participant who is not married shall be an annuity for
the life of such Participant.

     (c) Qualified Pre-Retirement Survivor Annuity. "Qualified Pre-Retirement
Survivor Annuity" means an annuity for the life of the Participant's surviving
spouse, if any, applying the Participant's vested Account to purchase such life
annuity. The spouse of the deceased Participant may elect to receive the full
value of such Participant's Account in a lump sum in lieu of the Qualified
Pre-Retirement Survivor Annuity.

     The surviving spouse shall begin to receive payments immediately, unless
such surviving spouse elects a later date, except that the surviving spouse
shall receive an immediate distribution if the value of the Participant's vested
Accounts is not greater than $5,000.

     (d) Applicable Period. The "Applicable Period" for the explanation of the
Qualified Joint and Survivor Annuity shall be no less than 30 days (or no less
than 7 days if the Participant waives the 30-day period pursuant to Code Section
417(a)(7)(B)) and no more than 90 days prior

                                      -18-
<PAGE>

to the Participant's Annuity Starting Date, or soon after the Participant's
Annuity Starting Date if the requirements of Code Section 417(a)(7)(A) are met.
The "Applicable Period" for the Qualified Pre-Retirement Survivor Annuity"
means, with respect to a particular Participant, the latest of the following:

          (1) The period that begins with the first day of the Plan Year in
     which the Participant attains age 32 and ending with the close of the Plan
     Year preceding the Plan year in which the Plan Year in which the
     Participant attains age 35;

          (2) a reasonable period after the Employee becomes a Participant;

          (3) a reasonable period after this Section no longer applies to the
     Participant; or

          (4) a reasonable period after the Participant's separation from
     service in the case of a Participant who separates from service before
     attaining age 35.

     Within the Applicable Period, the Plan Administrator shall give the
Participant written notification of the availability of the Qualified Election
with respect to the Qualified Joint and Survivor Annuity. The notification shall
explain the terms and conditions of the Qualified Joint and Survivor Annuity,
the rights of the spouse, the effect of electing not to take such annuity, and
the right to revoke a previous election to waive such annuity. The Participant
(and the Participant's spouse) must complete the election on or before the
Annuity Starting Date, or after the Annuity Starting Date if the requirements of
Code Section 417(a)(7)(A) are met. The Participant may revoke an election not to
take the Joint and Survivor Annuity or choose again to take such annuity at any
time and any number of times within the applicable election period. If a
Participant requests additional information within 60 days after receipt of the
notification of election, the minimum election period shall be extended an
additional 60 days following the Participant's receipt of such additional
information.

     Within the Applicable Period, the Plan Administrator shall give each
Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity which shall contain the following: (i) the terms and conditions of a
Qualified Pre-Retirement Survivor Annuity; (ii) the Participant's right to make
and the effect of an election to waive this form of benefit; (iii) the rights of
the Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Pre-Retirement Survivor
Annuity. In the case of a Participant who enters the Plan after the first day of
the Plan Year in which the Participant attained age 32, the Plan Administrator
shall provide the required notice no later than the close of the second Plan
Year succeeding the entry of the Participant in the Plan.

     (e) Qualified Election. "Qualified Election" means an election by a
Participant to (i) waive the Qualified Joint and Survivor Annuity or Qualified
Pre-Retirement Survivor Annuity, pursuant to Section 6.02, with his or her
spouse' consent, and elect an optional form of distribution, or (ii) begin
distributions prior to the Participant's Normal Retirement Date, pursuant to
Section 6.01, which satisfies the following consent requirements:

          (1) The spouse's consent shall be witnessed by a Plan representative
     or notary public.

                                      -19-
<PAGE>

          (2) The spouse's consent must acknowledge the effect of the election,
     including that the spouse had the right to limit consent only to a specific
     beneficiary or a specific form of benefit, if applicable, and that the
     relinquishment of one or both such rights was voluntary. Unless the consent
     of the spouse expressly permits designations by the Participant without a
     requirement of further consent by the spouse, the spouse's consent must be
     limited to the form of benefit, if applicable, and the beneficiary, class
     of beneficiaries, or contingent beneficiary named in the election.

          (3) Spousal consent is not required if the Participant establishes to
     the satisfaction of the plan representative that the consent of the spouse
     cannot be obtained because there is no spouse or the spouse cannot be
     located.

          (4) A spouse's consent under this Section shall not be valid with
     respect to any other spouse.

          (5) A Participant may revoke a prior election without the consent of
     the spouse. Any new election will require a new spousal consent, unless the
     consent of the spouse expressly permits such election by the Participant
     without further consent by the spouse.

          (6) A spouse's consent may be revoked at any time within the
     Participant's election period.

     6.05 Mandatory Commencement of Benefits. In no event other than the written
direction of the Participant will distributions under the Plan commence later
than the 60th day after the end of the Plan Year in which the later of the
following events occurs:

     (a) The Participant attains Normal Retirement Age;

     (b) The tenth anniversary of the year in which the Participant commences
participation in the Plan; or

     (c) The Participant terminates his employment with the Employer.

     A Participant may elect to defer the commencement of distributions under
the Plan to a date later than set forth above, provided, however, that the
Participant must make any such election by submitting to the Plan Administrator
a signed written statement describing the method and medium of distribution and
the date on which such distribution shall commence.

     Anything above to the contrary notwithstanding, distributions of a
Participant's benefits must commence by April 1 of the calendar year following
the later of (i) the calendar year in which the Participant attains age 70 1/2
or (ii) the calendar year in which the Participant retires, in accordance with
the minimum distribution requirements of Code Section 401(a)(9). Notwithstanding
the foregoing sentence, for any Participant who is a 5-percent owner of an
Employer, the distributions of benefits must commence by April 1 of the calendar
year following the calendar year in which the Participant attains age 70 1/2. A
Participant who attained age 70 1/2 during the 1998 calendar year and who is not
a 5-percent owner may elect to postpone receiving such distributions until April
1 of the calendar year following the year in which the

                                      -20-
<PAGE>

Participant retires, as long as he or she so elects in the manner prescribed by
the Plan Administrator before April 1, 1999.

     With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Code Section 401(a)(9) in accordance with the
regulations under Code Section 401(a)(9) that were proposed in January 2001,
notwithstanding any provision of the Plan to the contrary. This amendment shall
continue in effect until the end of the last calendar year beginning before the
effective date of final regulations under Code Section 401(a)(9) or such other
date as may be specified in guidance published by the Internal Revenue Service.

     6.06 Distributions After Death of a Participant. Subject to the provisions
of Section 6.02 above, if a Participant dies before the Plan has distributed any
portion of his or her Account, the Plan shall distribute the Participant's
Account in one of the following methods:

     (a) The Plan shall distribute the Participant's Account no later than
December 31 of the calendar year that contains the fifth anniversary of the date
of the Participant's death, regardless of who is to receive the distribution; or

     (b) If the distribution is to be made to a designated beneficiary, the
distribution of a Participant's interest shall commence not later than December
31 of the calendar year immediately following the calendar year in which the
Participant died, and payments shall occur over a period not extending beyond
the life expectancy of such designated beneficiary. If distribution is to be
made to the Participant's surviving spouse, distribution must commence on or
before the later of: (1) December 31 of the calendar year immediately following
the calendar year in which the Participant died, or (2) December 31 of the
calendar year in which the Participant would have attained age 70 1/2. Such
distribution shall occur over a period not extending beyond the life expectancy
of such designated beneficiary.

     A Participant or the Participant's spouse or designated beneficiary,
subject to a Qualified Election, may elect the method of distribution described
in subparagraph (b) above. Such election must be made no later than the earlier
of: (1) the date that distribution would have to occur according to the
provisions of subparagraph (a) above, or (2) the date that distribution would
have to occur according to the provisions of subparagraph (b) above. As of such
date, the election is irrevocable and shall apply for all subsequent years and
any subsequent beneficiaries. If no such election is made, distribution shall be
made in accordance with subparagraph (a) or (b) above.

     If the Participant's surviving spouse dies before the Plan begins
distributions to such spouse, the payment of the Participant's interest shall be
made as if the surviving spouse were the Participant.

     6.07 Special ESOP Distribution Requirements. This Section 6.07 shall apply
to distributions of a Participant's Account, and shall not act to eliminate any
form or time of distribution otherwise available under the Plan.

     (a) Time of Distribution. Notwithstanding any other provision of this Plan,
other than such provisions as require the consent of the Participant and the
Participant's spouse to an

                                      -21-
<PAGE>

immediate distribution of the Participant's vested Account if the value of such
Account at the time of the Participant's termination of service (or at the time
of any prior, periodic distribution) exceeded $5,000, a Participant may elect to
have the portion of his Account attributable to Qualifying Employer Securities
acquired by the Plan after December 31, 1986 distributed as follows:

          (1) If the Participant separates from service by reason of the
     attainment of Normal Retirement Age, death or Disability, the distribution
     of such portion of the Participant's Account will begin not later than one
     year after the close of the Plan Year in which such event occurs unless the
     Participant otherwise elects pursuant to Section 6.01 hereof.

          (2) If the Participant separates from service for any reason other
     than those enumerated in paragraph (1) above, and is not re-employed by the
     Employer at the end of the fifth Plan Year following the Plan Year of such
     separation from service, distribution of such portion of the Account will
     begin not later than one year after the close of the fifth Plan Year
     following the Plan year in which the Participant separated from service
     unless the Participant otherwise elects pursuant to Section 6.01 hereof.

          (3) If the Participant separates from service for a reason other than
     those described in paragraph (1) above, and is employed by the Employer as
     of the last day of the fifth Plan Year following the Plan year of such
     separation from service, distribution to the Participant, prior to any
     subsequent separation from service, shall be in accordance with Section
     6.01 hereof.

     For purposes of this Section 6.07, Qualifying Employer Securities shall not
include any Employer securities acquired with the proceeds of a loan described
in Article XIII hereof until the close of the Plan Year in which such loan is
repaid in full.

     (b) Form of Distribution. Distribution may be made either in whole shares
of Company Stock or in cash as the Plan Administrator shall decide, provided
that any distribution in cash shall only be made after a Participant has been
offered the right to receive such distribution in shares of Company Stock. In
the event the distribution is to be made in Company Stock, any balance in a
Participant's Account will be applied to acquire for distribution the maximum
number of whole shares of Company Stock at the applicable value. Any fractional
share value unexpended balance will be distributed in cash. If the Company Stock
is not available for purchase by the Trustee, then the Trustee shall hold such
balance until Company Stock is acquired and then make such distribution. The
Trustee will make distribution from the Trust only on instructions from the Plan
Administrator.

     (c) Period for Payment. Distributions required under this Section 6.07
shall be made in substantially equal annual payments over a period of five years
unless the Participant otherwise elects under the provisions of Section 6.01
hereof. In no event shall such distribution period exceed the period permitted
in Code Section 401(a)(9).

     6.08 Right to Have Accounts Transferred. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit an "eligible distributee"
election under this

                                      -22-
<PAGE>

Article VI, an eligible distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an "eligible
rollover distribution" paid directly to an "eligible retirement plan" specified
by the eligible distributee in a "direct rollover."

     (a) "Eligible rollover distribution" means any distribution of all or any
portion of the balance to the credit of the eligible distributee, except that an
eligible rollover distribution shall not include: (i) any distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the eligible distributee and the
eligible distributee's designated beneficiary, or for a specified period of ten
years or more; (ii) any distribution to the extent such distribution is required
under Code Section 401(a)(9); (iii) effective January 1, 2000, any hardship
distribution described in Code Section 401(k)(2)(B)(i)(IV); and (iv) the portion
of any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities).

     (b) "Eligible retirement plan" means an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401 (a), that accepts the eligible
distributee's rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible retirement plan shall
only be an individual retirement account or individual retirement annuity.
Effective for distributions made after December 31, 2001, an "eligible
retirement plan" shall also mean an annuity contract described in Code Section
403(b) and an eligible plan under Code Section 457(b) that is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state.

     (c) An "eligible distributee" means Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414(p), are eligible
distributees with regard to the interest of the spouse or former spouse.

     (d) A "direct rollover" means a payment by the plan to the eligible
retirement plan specified by the eligible distributee.

     If a distribution is one to which Code Sections 401(a)(11) and 417 do not
apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that: (i) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option); and (ii) the Participant,
after receiving the notice, affirmatively elects a distribution.

     6.09 In-Service Distributions for Certain Participants. Participants for
whom an amount was transferred pursuant to Section 3.03 (the "Special
Participants") have the additional hardship distribution right described in this
Section 6.09 with regard to that amount transferred to their Account under
Section 3.03 (the "Transferred Amount"). The Plan Administrator may

                                      -23-
<PAGE>

direct the Trustee to make an in-service distribution of the nonforfeitable
portion of the Transferred Amount in a Special Participant's Account to the
Special Participant on account of a financial need (excluding (i) amounts
credited to the Transferred Amount and transferred to such Account within the
last two years, if the Special Participant has participated in the Plan for less
than five years and (ii) amounts credited to the Transferred Amount on or after
January 1, 1999) in accordance with the following terms and conditions:

     (a) The distribution must be on account of a financial need due to the
purchase (excluding mortgage payments) of a principal residence for the Special
Participant. Distributions pursuant to this Section 6.09 are subject to the
spousal consent requirements contained in Code Section 401(a)(11) and 417.

     (b) A distribution will be considered as necessary to satisfy a financial
need of the Participant only if:

          (1) the Participant has obtained all available distributions, other
     than hardship distributions, under this Plan and all other plans maintained
     by the Employer;

          (2) the Participant shall not be permitted to make compensation
     deferral contributions under any plan of the Employer for a period of 12
     months after the receipt of the hardship distribution; and

          (3) the distribution is not in excess of the amount of the financial
     need.

     6.10 Repayment of Loans for Certain Participants. Some Participants for
whom an amount was transferred pursuant to Section 3.03 or Section 3.04 (the
"Special Transfer Participants") had a plan loan outstanding against the amount
transferred at the time of the transfer. A Special Transfer Participant will be
permitted to repay his or loan to this Plan according to the terms of the
promissory note he or she signed, and subject to the following provisions:

     (a) The Plan Administrator or the Trustee shall be entitled to exercise all
legal and equitable rights available to it in order to enforce the collection of
any unpaid loan balance.

     (b) If any loan to a Special Transfer Participant is unpaid on the date
that the Participant, or his or her beneficiary or estate, becomes entitled to
receive benefits from the Trust, such unpaid portion shall, as of that date,
become due and the amount thereof, together with any unpaid interest thereon,
shall be deducted from any benefits that the Participant, his or her beneficiary
or estate otherwise would have been entitled to receive.

     (c) All loans shall be subject to the such administrative procedures and
other rules as the Plan Administrator deems necessary.

     Except in the limited circumstances described in this Section 6.10 for loan
repayments, loans to Participants shall not be permitted under the Plan.

                                      -24-
<PAGE>

                                   Article VII
                    Limitation on Contributions and Benefits
                    ----------------------------------------

     7.01 Definitions. The following definitions shall apply for purposes of
this Section 7.01:

     (a) Annual Addition. "Annual Addition" means for each Plan Year the sum of
the following amounts credited to a Participant's Account for the Limitation
Year under all Defined Contribution Plans maintained by the Employer:

          (1) Employer contributions,

          (2) Forfeitures, and

          (3) Any amounts allocated to an individual medical account (as defined
     in Code Section 415(l)(2) that is part of any pension or annuity plan
     maintained by the Employer are treated as Annual Additions to a Defined
     Contribution Plan. Amounts derived from contributions paid or accrued after
     December 31, 1985 in taxable years ending after such date that are
     attributable to post retirement medical benefits allocated to the separate
     account of a key employee under a welfare benefit fund (as defined in Code
     Section 419(e)) maintained by the Employer are treated as Annual Additions
     to a Defined Contribution Plan. These amounts are treated as Annual
     Additions but are not subject to the Compensation limit set forth in
     Section 7.02 below.

     (b) Compensation. "Compensation" means compensation received from the
Employer during the Plan Year that is includible in gross income for income tax
purposes, including any elective deferrals (as defined in Code Section
402(g)(3)) and amounts contributed or deferred by the Employer at the election
of the Employee and that are not includible in the gross income of the Employee
by reason of Code Section 125, 132(f)(4) or 457.

     (c) Defined Contribution Plan. "Defined Contribution Plan" means a pension
plan or profit sharing plan that provides for an individual account for each
Participant and for benefits based solely upon the amount contributed to the
Participant's Account and any income, expenses, gains, losses and any
forfeitures of Accounts of other Participants that may be allocated to such
Participant's Account.

     (d) Limitation Year. "Limitation Year" means the Plan Year.

     7.02 Limitation on Annual Additions. Any other provision of this Plan to
the contrary notwithstanding, the maximum Annual Addition to the Accounts of any
Participant under the Plan and any other Defined Contribution Plan maintained by
an Employer may not exceed the lesser of:

     (a) $30,000, as adjusted in subsequent years pursuant to the provisions of
Code Section 415(d); or

     (b) 25% of the Participant's Compensation for the Limitation Year.

                                      -25-
<PAGE>

The Annual Addition limits specified in paragraphs (a) and (b) above for any
Limitation Year beginning after December 31, 2001, will be the lesser of (i)
$40,000 (as adjusted under Code Section 415(d)) or (ii) 100% of a Participant's
Compensation for the Limitation Year.

     If, as the result of a reasonable error in estimating a Participant's
Compensation, the allocation of forfeitures, or under other limited facts and
circumstances as may be provided under the Regulations to Code Section 415, the
Annual Addition exceeds the maximum under this and any other Defined
Contribution Plan maintained by the Employer, the Sky Financial Group, Inc.
Profit Sharing and 401(k) Plan shall distribute an amount necessary to eliminate
the excess Annual Addition, or as much of the excess as possible, as permitted
by Code Section 415 or the regulations thereunder.

     7.03 Limitation of Benefits Under All Plans. For Plan Years beginning
before January 1, 2000, if an Employee was (or had been) a Participant under the
Plan and a defined benefit plan maintained by the Employer, the sum of the
defined contribution fraction and the defined benefit fraction for any
Limitation Year could not exceed 1.0 as computed under the terms and conditions
as set forth under Code Section 415(e). If the sum exceeded 1.0, the
Participant's defined contribution fraction was reduced until the sum equaled
1.0. The defined benefit plan fraction and the defined contribution plan
fraction were defined in Code Section 415(e).

                                      -26-
<PAGE>

                                  Article VIII
                                   Trust Fund
                                   ----------

     8.01 Cash Dividend Option. A Participant shall have the option to elect to
receive dividends on Company Stock in cash or in Company Stock. This election
shall apply to all Participants who have a 100% nonforfeitable interest in their
Account pursuant to Section 5.03.

     Participants may elect to receive quarterly dividends in cash as of the end
of June and the end of December. Each June election shall apply to the next
following September 30 and December 31 quarterly dividends. Each December
election shall apply to the next following March 31 and June 30 quarterly
dividends. Participant elections shall be made in writing in accordance with
procedures and forms provided by the Plan Administrator. Employer dividends not
elected in cash shall be reinvested in additional shares of Company Stock.

     8.02 Participants' Right to Vote Company Stock. Each Participant shall be
entitled to direct the exercise of voting rights with respect to the whole
shares of Company Stock allocated to said Participant's Account. The Company
shall provide to each Participant materials pertaining to the exercise of such
rights containing all the information distributed to shareholders as part of its
distribution of such information to shareholders. A Participant shall have the
opportunity to exercise any such rights within the same time period as
shareholders of the Company. In the exercise of voting rights, votes
representing fractional shares of Company Stock and shares of Company Stock held
in unallocated inventory shall be voted in the same ratio for the election of
directors and for and against each issue as the applicable vote directed by
Participants with respect to whole shares of Company Stock.

     8.03 Diversification of Employer Securities Investments. This Section
applies only to the Qualified Employer Securities portion of a Participant's
Account.

     (a) Definitions.

          (1) "Qualified Participant" means a Participant who has attained age
     55 and who has completed at least ten years of participation in this Plan
     (or any prior plan of the Employer that was merged into or amended and
     restated in the form of this Plan).

          (2) "Qualified Election Period" means the Plan Year in which a
     Participant becomes a Qualified Participant and the five succeeding Plan
     Years thereafter.

     (b) Election by Qualified Participants. Each Qualified Participant shall be
permitted to direct the Plan, within 90 days following the end of a Plan Year in
the Qualified Election Period, as to the investment of 25% of the value of that
portion of the Participant's Account invested in Qualifying Employer Securities.
A Qualified Participant in the final year of his or her Qualified Election
Period may direct the Plan as to the investment of 50% of the value of that
portion of his Account. Amounts for which diversification elections pursuant to
this Section 8.03 are made will reduce the amount to which any future election
under this Section in a later Plan Year may be applied.

                                      -27-
<PAGE>

     (c) Method of Directing Investment. The Participant's direction shall be
provided to the Plan Administrator in writing; shall be effective no later than
180 days after the close of the Plan Year to which the direction applies; and
shall specify which, if any, of the options set forth in Section (d) below the
Participant selects.

     (d) Investment Options. The Plan shall give each Qualified Participant an
opportunity to elect between the following:

          (1) To have the Plan distribute (notwithstanding Code Section 409(d))
     the portion of the Participant's Account that is covered by the election
     within 90 days after the last day of the period during which the election
     can be made. This paragraph (d)(1) shall apply notwithstanding any other
     provision of the Plan other than such provision as require the consent of
     the Participant to a distribution with a present value in excess of $5,000.
     If the Participant does not consent, such amount shall be retained in this
     Plan.

          (2) In lieu of distribution under Section 8.03(d)(1) hereof, the
     Qualified Participant who has the right to receive a cash distribution
     under Section 8.03(d)(1) hereof may direct the Plan to transfer the portion
     of the Participant's Account that is covered by the election to another
     qualified plan of the Employer which accepts such transfers, provided that
     such Plan permits Employee-directed investment and does not invest in
     Qualifying Employer Securities to a substantial degree. Such transfer shall
     be made no later than 90 days after the 1st day of the period during which
     the election can be made.

          (3) In lieu of alternatives (1) and (2) of this Section 8.03(d), the
     Participant shall be provided an opportunity to select among at least three
     investment options to include, but not limited to, a stock fund, a bond
     fund and a money market or cash equivalent fund. The Participant's election
     shall be made in accordance with rules and procedures established by the
     Committee with amounts invested in one or more funds in increments of at
     least 10%.

                                      -28-
<PAGE>

                                   Article IX
                            Amendment or Termination
                            ------------------------

     9.01 Amendment. The Company reserves the right, at any time and from time
to time, to amend in whole or in part either retroactively or prospectively any
or all of the provisions of the Plan without the consent of any Employer or
Participant. Such amendment shall be stated in a written instrument adopted or
executed by the Company. Upon the Company's adoption or execution of any
amendment, the Plan shall be deemed to have been amended and the Company, the
Employers and all Plan Participants and their beneficiaries shall be bound
thereby; provided, however, that no amendment shall:

     (a) authorize, cause or permit any part of the Trust Fund (other than such
part as is required to pay taxes and administrative expenses) to be used or
diverted to purposes other than the benefit of the Participants, former
Participants or their beneficiaries or estates (except as described in Section
12.03);

     (b) affect the rights, duties or responsibilities of the Trustee without
its consent; or

     (c) have any retroactive effect so as to deprive any Participant of his or
her nonforfeitable interest already accrued, or eliminate an optional form of
benefit, except only that any amendment may be made retroactive which is
necessary to conform the Plan to mandatory provisions of Federal or State law,
regulations or rulings.

     9.02 Plan Termination or Discontinuance of Contributions. The Company shall
have the right, at any time, to terminate the Plan. Upon such termination, or
any partial termination, the entire interest of each affected Participant's
Account shall become nonforfeitable. Upon the discontinuance of Employer
contributions or suspension thereof on other than a temporary basis, the entire
interest of each affected Participant's Account shall become nonforfeitable. Any
unallocated funds existing at the time of such termination or discontinuance
shall be allocated to the then affected Participants in the same manner as
Employer contributions under Section 4.02.

     9.03 Merger, Consolidation or Transfer of Assets. The Company may merge or
consolidate the Plan with, or transfer the Plan's assets or liabilities to, any
other plan, provided each Participant would receive a benefit immediately after
such merger, consolidation or transfer, if the successor plan then terminated,
that is equal to or greater than the benefit the Participant would have received
immediately prior to such merger, consolidation or transfer if the Plan were to
have terminated on such date.

                                      -29-
<PAGE>

                                    Article X
                                 Administration
                                 --------------

     10.01 Plan Administrator's Powers and Duties. The Plan Administrator shall
administer the Plan in accordance with its terms, and shall have all powers
necessary to administer the Plan in accordance with the provisions set forth in
the Plan. The Plan Administrator shall interpret the Plan and shall determine
all questions arising in the administration, interpretation and application of
the Plan. Any such determination by the Plan Administrator shall be conclusive
and binding on all persons, subject to the claims procedure as set forth in
Section 10.05 of the Plan.

     The Plan Administrator may adopt such by-laws and regulations as it deems
desirable for the conduct of its affairs, and may appoint such accountant,
counsel, specialists, and other persons as it deems necessary or desirable in
connection with the administration of the Plan. The Plan Administrator shall be
entitled to rely conclusively upon, and shall be fully protected in any action
taken by it in good faith in relying upon, any opinions or reports that shall be
furnished to it by any such accountant, counsel or other specialists.

     10.02 Records and Reports. The Plan Administrator shall keep a record of
all its proceedings and acts, and shall keep all such books of accounts, records
and other data as may be necessary for the proper administration of the Plan.
The Plan Administrator shall notify the Company and the Trustee of any action
taken by it and, when required, shall notify any other interested person or
persons.

     10.03 Payment of Expenses. Reasonable and necessary expenses of
administering the Plan may be paid from the Trust Fund and shall include, but
not be limited to, expenses incurred to properly communicate the Plan to
Employees. The members of the Committee shall serve without compensation for
services as such, but the Employers shall pay all expenses of the Committee.
Such expenses shall include any expenses incident to the functioning of the
Committee, including but not limited to, fees of accountants, legal counsel,
investment counsel and other specialists, and other costs of administering the
Plan.

     10.04 Claims Procedure. A claim for a Plan benefit shall be deemed filed
when the Plan Administrator receives a written communication made by a
Participant or beneficiary, or the authorized representative of either.

     If the Plan Administrator wholly or partially denies a claim, the Plan
Administrator shall give written notice of such denial to the claimant within 90
days after the Plan Administrator receives the claim. Such notice shall set
forth, in a manner calculated to be understood by the claimant: (i) the specific
reason or reasons for the denial; (ii) specific reference to pertinent Plan
provisions on which the denial is based; (iii) a description of any additional
material or information necessary to perfect the claim and an explanation of why
such material or information is necessary; and (iv) an explanation of the Plan's
claim review procedure.

     Within 90 days from the receipt of the notice of denial, a claimant may
appeal such denial to the Plan Administrator for a full and fair review. The
review shall be instituted by the filing of a written request for review by the
claimant or his or her authorized representative

                                      -30-
<PAGE>

within the 90 day period stated above. A request for review shall be deemed
filed as of the date the Plan Administrator receives such written request. The
claimant or his or her authorized representative shall have the right to review
all pertinent documents, may submit issues and comments in writing and may do
such other appropriate things as the Plan Administrator may allow. The Plan
Administrator shall make its decision not later than 60 days after it receives
the request for review; unless special circumstances, such as the need to hold a
hearing, require an extension of time, in which case, the Plan Administrator
shall render a decision not later than 120 days after it receives a request for
review, which decision shall be final and binding on such claimant.

     10.05 Indemnification. The Employers shall indemnify and save harmless the
Plan Administrator, the members of the Committee, the Employers' officers and
employees with administrative or fiduciary responsibility for the Plan, and each
of them, from and against any and all loss resulting from liability to which the
Plan Administrator, the employees or the members of the Committee may be
subjected by reason of any act or conduct (except willful misconduct or
negligence) in their official capacities in the administration of the Plan or
Trust, including all expenses reasonably incurred in their defense, in case the
Employers fail to provide such defense. The indemnification provisions of this
Section 10.05 shall not relieve the Plan Administrator, any employee or any
Committee member from any liability he or she may have under ERISA for breach of
a fiduciary duty.

                                      -31-
<PAGE>

                                   Article XI
                             Participating Employers
                             -----------------------

     11.01 Commencement. Subject to the terms of the Plan, each Employer that
was an Employer under the Mid Am, Inc. Profit Sharing and 401(k) Plan, the
Citizens Bancshares, Inc. Amended and Restated Profit Sharing Plan, the Citizens
Bancshares, Inc. Employee Stock Ownership Plan, the Century National Bank and
Trust Company Amended and Restated Profit Sharing/401(k) Plan, or The Ohio Bank
Employees' Profit Sharing Plan as of December 31, 1998, shall be an Employer
under the Plan on January 1, 1999. Subject to the terms of the Plan, each
Employer that was an Employer under the First Western Bancorp, Inc. 401(k) Plan
Profit-Sharing and Stock Bonus Plan, the Wood Bancorp, Inc. Employee Stock
Ownership Plan, the Picton Cavanaugh Profit Sharing Plan, or the Mahoning
National Bank of Youngstown 401(k) Plan, as of December 31, 1999, shall be an
Employer under the Plan on January 1, 2000. On and after that date, any entity
that is a Related Entity with respect to the Company may, with the Company's
permission, elect to adopt this Plan and the accompanying Trust Agreement.

     11.02 Termination. The Company may determine at any time that any Employer
shall withdraw and establish a separate plan and fund. The Company shall effect
the withdrawal by delivering a duly executed instrument to the Trustee
instructing it to segregate the assets of the Trust Fund allocable to the
Employees of such Employer and pay them over to the separate fund.

     Any Employer under the Plan that ceases to be a Related Entity, shall
automatically be withdrawn from the Plan, effective on the date the Employer
ceases to be a Related Entity.

     11.03 Single Plan. The Plan shall at all times be administered and
interpreted as a single plan for the benefit of the Employees of the Company and
all Employers.

     11.04 Delegation of Authority. Each Employer, by adopting the Plan,
acknowledges that the Company has all the rights and duties thereof under the
Plan and the Trust Agreement, including the right to amend the same.

     11.05 Disposition of Assets or Subsidiary. Distributions may be made in
connection with the Company's disposition of assets or a subsidiary to those
Employees who continue in employment with the purchaser of the assets or with
the subsidiary, provided that the purchaser or the subsidiary does not maintain
the Plan after the disposition.

                                      -32-
<PAGE>

                                   Article XII
                                  Miscellaneous
                                  -------------

     12.01 Participant's Rights. Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund or account, nor any
distributions hereunder, shall be construed as giving to any Participant or
other person any legal or equitable right against the Employer, or any officer
or Employee thereof, or the Trustee, or the Plan Administrator except as herein
provided. Under no circumstances shall the terms of employment of any
Participant be modified or in any way affected thereby.

     12.02 Assignment or Alienation of Benefits. (a) No benefit or interest
available hereunder will be subject to assignment or alienation, either
voluntarily or involuntarily.

     (b) The preceding subsection (b) shall also apply to the creation,
assignment, or recognition of a right to any benefit with respect to a
participant pursuant to a domestic relations order entered before January 1,
1985, or a domestic relations order that is not a Qualified Domestic Relations
Order. For purposes of this Section 12.02, "Qualified Domestic Relations Order"
means any domestic relations order that creates or recognizes the existence of
an alternate payee's right to, or assigns to an alternate payee the right to,
receive all or a portion of the benefits payable with respect to a Participant,
and that otherwise meets the requirements of Code Section 414(p).

          As soon as practical after receipt of a domestic relations order, the
Plan Administrator shall determine whether it is a Qualified Domestic Relations
Order. If the domestic relations order is determined to be a Qualified Domestic
Relations Order, the Plan Administrator shall be permitted, in accordance with
rules and regulations promulgated by the Internal Revenue Service and the rules
and regulations established by the Plan Administrator, to direct the Trustee to
make an immediate distribution to the alternate payee (i) if the amount is less
than $5,000, (ii) as provided in any such Order, or (iii) as elected by the
alternate payee. Such distribution shall be permitted regardless of the age or
employment of the Participant and regardless of whether not the Participant is
otherwise entitled to a distribution, but only from the Participant's vested
Accounts.

          (c) In addition, the prohibition of this Section 12.02 will not apply
to any offset of a Participant's benefit under the Plan against an amount the
Participant is ordered or required to pay to the Plan under a judgment, order,
decree or settlement agreement that meets the requirements as set forth in this
Section 12.02. The Participant must be ordered or required to pay the Plan under
a judgment of conviction for a crime involving the Plan, under a civil judgment
(including a consent order or decree) entered by a court in an action brought in
connection with a violation (or alleged violation) of part 4 of subtitle B of
title I of ERISA, or pursuant to a settlement agreement between the Secretary of
Labor and the Participant in connection with a violation (or alleged violation)
of that part 4. This judgment, order, decree or settlement agreement must
expressly provide for the offset of all or part of the amount that must be paid
to the Plan against the Participant's benefit under the Plan. In addition, if a
Participant is entitled to receive a Qualified Joint and Survivor Annuity under
Section 6.04(b) of the Plan or a Qualified Pre-Retirement Survivor Annuity under
Section 6.04(c) of the Plan, and the Participant

                                      -33-
<PAGE>

is married at the time at which the offset is to be made, the Participant's
spouse must consent to the offset in accordance with the spousal consent
requirements of Section 6.04(e) of the Plan, an election to waive the right of
the spouse to the Qualified Joint and Survivor Annuity (made in accordance with
Section 6.04(b) of the Plan) or the Qualified Pre-Retirement Survivor Annuity
under Section 6.04(c) of the Plan, must be in effect, the spouse is ordered or
required in the judgment, order, decree or settlement to pay an amount to the
Plan in connection with a violation of part 4 of subtitle B of title I of ERISA,
or the spouse retains in the judgment, order, decree or settlement the right to
receive the survivor annuity under Qualified Joint and Survivor Annuity or under
the Qualified Pre-Retirement Survivor Annuity, determined in the following
manner: the Participant terminated employment on the date of the offset, there
was no offset, the Plan permitted the commencement of benefits only on or after
the Participant's Normal Retirement Date, the Plan provided only the
minimum-required qualified joint and survivor annuity, and the amount of the
Qualified Pre-Retirement Survivor Annuity is equal to the amount of the survivor
annuity payable under the minimum-required qualified joint and survivor annuity.
For purposes of this Section 12.02 the term "minimum-required qualified joint
and survivor annuity" means a qualified joint and survivor annuity that is the
actuarial equivalent of the Participant's accrued benefit and under which the
survivor's annuity is 50% of the amount of the annuity that is payable during
the joint lives of the Participant and the Participant's spouse.

     12.03 Reversion of Funds to Employer. All Employer contributions are
conditioned upon their deductibility pursuant to Code Section 404. An Employer
shall not directly or indirectly receive any refund on contributions made to the
Trust Fund except in the following circumstances:

     (a) Mistake of Fact. In the case of a contribution made by a good faith
mistake of fact, the Trustee shall return the erroneous portion of the
contribution, without increase for investment earnings, but with decrease for
investment losses, if any, within one year after payment of the contribution to
the Trust Fund.

     (b) Deductibility. To the extent deduction of any contribution determined
by an Employer in good faith to be deductible is disallowed, the Trustee, at the
option of the Employer, shall return that portion of the contribution, without
increase for investment earnings but with decrease for investment losses, if
any, for which deduction has been disallowed within one year after the
disallowance of the deduction.

     (c) Initial Qualification. In the event there is a determination that the
Plan does not initially satisfy all applicable requirements of Code Section 401,
all contributions made by an Employer incident to that initial qualification
shall be returned to the Employer by the Trustee within one year after the date
on which the initial qualification is denied, but only if the Company submitted
an application for such initial determination by the due date of the Company's
income tax return for the taxable year in which the Plan was adopted, or such
later date as the Treasury Secretary may prescribe.

     (d) Limitation. No return of contribution shall be made under this Section
which adversely affects the Plan's qualified status under regulations, rulings
or other published positions of the Internal Revenue Service or reduces a
Participant's Account below the amount it would have been had such contribution
not been made.

                                      -34-
<PAGE>

     Earnings attributable to any contribution subject to refund shall not be
refunded. The amount subject to refund shall be reduced by any loss attributable
thereto, and by any amount that would cause the individual account of any
Participant to be reduced to less than the balance which would have been in the
account had the contribution subject to refund not been made. The return of the
contribution shall be made within one (1) year of the mistaken payment, the
disallowance of deduction (to the extent disallowed) or the denial of
qualification, as the case may be. This Section shall not preclude refunds made
in accordance with Article XIV.

     12.04 Action by Company. Any action by the Company or an Employer under
this Plan may be by resolution of the Board of Directors, or by any person or
persons duly authorized by resolution of the Board of Directors or by the
By-Laws of the Company (or Employer) to take such action. Whenever the Company
or an Employer, under the terms of the Plan, is permitted or required to do or
perform any act or matter or thing, it shall be done and performed by any
officer thereunto duly authorized.

     12.05 Allocation of Responsibilities. None of the allocated
responsibilities or any other responsibilities shall be shared by any two or
more Named Fiduciaries unless such sharing is provided by a specific provision
of the Plan. Whenever one Named Fiduciary is required to follow the directions
of another Named Fiduciary, the responsibility shall be that of the Named
Fiduciary giving the directions.

     12.06 Construction of Plan. To the extent not in conflict with the
provisions of ERISA, all questions of interpretation of the Plan shall be
governed by the laws of the State of Ohio.

     12.07 Gender and Number. Wherever any words are used herein in the
masculine gender, they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply.

     12.08 Headings. Headings of sections are for general information only, and
the Plan is not to be construed by reference thereto.

     12.09 Voting Company Stock. The Trustee shall vote all allocated shares of
Company Stock in accordance with Participants' directions. The Trustee shall
vote shares of Company Stock for which no voting instructions are received and
shares of Company Stock that are not allocated to any Participant's Account or
held in a suspense account pursuant to Section 13.02 in the same ratio as it
votes the Company Stock for which voting instructions from Participants are
received.

     12.10 Payment of Expenses. Pursuant to instructions of the Company, the
Trustee shall pay from the Trust Fund all reasonable and necessary expenses,
taxes and charges incurred on behalf of the Fund or the income thereof in
connection with the administration or operation of the Trust Fund to the extent
that such items are not otherwise paid. No provision of this Plan shall be
construed to provide for payment to or the reimbursement of the Trustee (or any
employee or agent of the Trustee) with respect to any liability or expense
(including counsel

                                      -35-
<PAGE>

fees) that may be incurred by the Trustee (or any employee or agent) having been
found to have breached any responsibility it may have under the other provisions
of this Plan or any responsibility or prohibition imposed upon it by ERISA.

     12.11 Incapacity. If the Plan Administrator determines that a person
entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs, the
Plan Administrator may make payments to such person for his benefit, or apply
the payments for the benefit of such person in such manner as the Plan
Administrator considers advisable. Any payment of a benefit in accordance with
the provisions of this Section shall be a complete discharge of any liability to
make such payment.

     12.12 Employee Data. The Plan Administrator or the Trustee may require that
each Employee provide such data as it deems necessary upon becoming a
Participant in the Plan. Each Employee, upon becoming a Participant, shall be
deemed to have approved of and to have acquiesced in each and every provision of
the Plan for himself, his personal representatives, distributees, legatees,
assigns, and beneficiaries.

     12.13 Reduction for Overpayment. The Plan Administrator shall, whenever it
determines that a person has received benefit payments under this Plan in excess
of the amount to which the person is entitled under the terms of the Plan, make
reasonable attempts to collect such overpayment from the person.

     12.14 Invalidity of Certain Provisions. If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof and the Plan shall be construed and enforced
as if such provisions, to the extent invalid or unenforceable, had not been
included.

     12.15 Plan Supplements. The provisions of this Plan may be modified by
Supplements or Appendices to the Plan. The terms and provisions of each
Supplement or Appendix are part of the Plan and supersede the provisions of the
Plan to the extent necessary to eliminate any inconsistencies between the Plan
and the Supplements or Appendices.

                                      -36-
<PAGE>

                                  Article XIII
                                   Exempt Loan
                                   -----------

     13.01 Definition of Exempt Loan. An Exempt Loan is a direct loan of cash, a
purchase money transaction, an assumption of the obligation of the Plan, or a
guarantee of the obligation of the Plan assumed in conjunction with one of the
above between the Plan and a party-in-interest as defined in Section 3(14) of
ERISA.

     13.02 Requirements for an Exempt Loan. Any Exempt Loan entered into by the
Plan shall meet the following requirements:

     (a) The loan shall primarily be for the benefit of Participants. The rate
of interest shall be reasonable and the net effect of the rate of interest and
the price of the securities to be acquired with the loan shall be such that Plan
assets would not be depleted. The loan shall be made only upon such terms as
would result from arm's length negotiations between the Plan and independent
third parties. The loan shall be made for a definite period of time.

     (b) The proceeds received shall be used only to acquire Employer
securities, to repay the loan or to repay a prior Exempt Loan.

     (c) The loan shall be made without recourse against the general assets of
the Plan. The collateral shall consist only of securities acquired with the
proceeds of the loan, or securities acquired with proceeds of a prior Exempt
Loan if the prior Exempt Loan is being paid with proceeds of the current Exempt
Loan. There shall be no right of any lender to the Plan against assets of the
Plan other than collateral given for the loan, contributions made to the Plan to
meet the obligations of the loan, and earnings attributable to collateral and
investment of the contributions made to meet the obligations of the loan. In the
event of default the amount of Company Stock transferred to the lender in
satisfaction of a default cannot exceed the amount of such default. In the case
of a default in favor of a party-in-interest, the default shall only be to the
extent of current payments due.

     (d) Payments made by the Plan to repay an Exempt Loan shall not exceed an
amount equal to contributions and earnings received during or prior to the year
minus such payments in prior years. The Company Stock purchased with the
proceeds of the loan shall be held in a suspense account until the Company Stock
is released from the suspense account and allocated to the Participants'
Accounts. Company Stock released from the suspense account must be equal to an
amount calculated by multiplying the amount encumbered Company Stock by the
fraction of the principal and interest paid for the Plan Year divided by the sum
of the principal and interest paid from the Plan year plus principal and
interest for all future years.

     (e) The Company Stock acquired with the proceeds of an Exempt Loan shall
not be subject to any option other than the option provided for in Section 13.03
or a buy-sell or similar arrangement when the Company Stock is held by or
distributed from the Plan whether or not the Plan ceases to be an ESOP or the
Exempt Loan is fully repaid.

                                      -37-
<PAGE>

     13.03 Right of First Refusal. Company Stock acquired with the assets of an
Exempt Loan may be subject to a right of First refusal in the Employer, or in
the Plan. The right of first refusal shall comply with the following
requirements:

     (a) The selling price and other terms under the right of first refusal must
be not less favorable to the security holder than the greater of the fair market
value of the security, or the purchase price or other terms offered by a third
person pursuant to a good faith offer to purchase.

     (b) The right of first refusal must lapse no later than 14 days after the
security holder gives written notice to the Employer that an offer by a third
party to purchase the Company Stock has been received.

     13.04 Annual Additions. If the Trust has obtained an Exempt Loan, the
Annual Addition limitations of Article VII shall be determined with regard to
the contributions used by the Trust to pay the loan and not the allocation to
the Account of each Participant based upon assets withdrawn from the suspense
account established in accordance with the requirements for such Exempt Loan.

                                      -38-
<PAGE>

                                   Article XIV
                              Top Heavy Provisions
                              --------------------

     14.01 Definitions. The following definitions shall apply for purposes of
this Article XIV:

     (a) Aggregation Group. "Aggregation Group" shall mean the following:

          (i) each plan of the Employer in which a Key Employee is a
     Participant;

          (ii) each other plan of the Employer (including a terminated plan of
     the Employer if it was maintained within the last 5 years ending on the
     Determination Date for the Plan Year being tested for Top Heavy status)
     that allows a plan covering a Key Employee to meet qualification
     requirements under the coverage rules of Section 410 or the
     anti-discrimination rules of Code Section 401(a)(4); except that for Plan
     Years beginning after December 31, 2001, a terminated plan will be included
     in the Aggregation Group only if the Employer maintained it during the
     one-year period ending on the Determination Date;

          (iii) at the option of the Employer, any other Plan maintained by the
     Employer as long as the expanded Aggregation Group including such plan or
     plans continues to satisfy the coverage rules of Section 410 and the
     anti-discrimination rules of Code Section 401(a)(4).

     (b) Compensation. "Compensation" shall mean compensation received from the
Employer during the Plan Year that is includible in gross income for income tax
purposes, including any elective deferrals (as defined in Code Section
402(g)(3)) and amounts contributed or deferred by the Employer at the election
of the Employee and that are not includible in the gross income of the Employee
by reason of Code Section 125, 132(f)(4) or 457.

     (c) Determination Date. "Determination Date" shall mean the last day of the
Plan Year preceding the Plan year that is being tested for Top Heavy status. In
the first Plan year, the Determination Date shall mean the last day of the Plan
Year that is being tested for Top Heavy status.

     (d) Key Employee. "Key Employee" means any Employee, former Employee, or
beneficiary of such Employees, who at any time during the Plan Year or the four
preceding Plan Years is:

          (i) an officer having Compensation from the Employer greater than 50%
     of the Section 415(b)(1)(A) dollar limit (as adjusted and in effect for
     that Plan Year);

          (ii) one of ten employees having Compensation from the Employer of
     more than the limitation in effect under Code Section 415(c)(1)(A), and
     owning (or considered as owning within the meaning of Code Section 318)
     both more than a 0.5% interest as well as one of the ten largest interests
     in the Employer. However, if two employees have

                                      -39-
<PAGE>

     the same ownership interest in the Employer, the Employee having the
     greater Annual Compensation shall be treated as having the larger interest.

          (iii) a 5% owner of the Employer, or

          (iv) a 1% owner of the Employer having Compensation from the Employer
     of more than $150,000.

For Plan Years beginning after December 31, 2001, "Key Employee" will mean any
Employee or former Employee (including any deceased Employee) who at any time
during the Plan Year that includes the Determination Date was: (1) an officer of
the Employer having Compensation greater than $130,000 (as adjusted under Code
Section 416(i)(l)); (2) a 5% owner of the Employer; or (3) a 1% owner of the
Employer having Compensation of more than $150,000.

     For purposes of determining the top ten owners, 5% owners, or 1% owners,
ownership is determined without regard to the aggregation rules of Sections
414(b), (c) and (m) of the Code.

     (e) Non-Key Employee. "Non-Key Employee" means any Employee who is not a
Key employee. Non-Key employees include Employees who are former key Employees.

     14.02 Determination of Top Heavy Status. The Plan will be considered Top
Heavy if, as of the Determination Date, the present value of cumulative accrued
benefits under the Plan for Key Employees exceeds 60% of the present value of
the cumulative accrued benefits under the Plan for all Employees. In determining
the ratio of accrued benefits for Key Employees to all other Employees, the Plan
Administrator shall use the procedure as outlined in Code Section 416(g) which
is incorporated herein by reference. In determining whether the Plan is
considered Top Heavy, all plans within the Aggregation Group will be utilized
for the calculation.

     Solely for the purpose of determining if the Plan, or any other plan
included in the Aggregation Group is Top Heavy, the accrued benefit of an
Employee other than a Key Employee shall be determined under.

     (a) the method; if any, that uniformly applies for accrual purposes under
all plans maintained by the Employer or the Company, or

     (b) if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate of
Code Section 411(b)(1)(C).

     The present value of cumulative accrued benefits of a Participant who has
not been credited with an Hour of Service for the Employer maintaining the Plan
during the five-year period ending on the Determination Date will be disregarded
for purposes of this Article XIV; except that for Plan Years beginning after
December 31, 2001, the present value of cumulative accrued benefits will be
disregarded for a Participant who has not been credited with an Hour of Service
for the Employer maintaining the Plan during the one-year period ending on the
Determination Date.

     14.03 Combination of Defined Benefit and Defined Contribution Plan. In the
event the Plan is deemed to be Top Heavy, the defined benefit and defined
contribution fraction set

                                      -40-
<PAGE>

forth in Section 7.03 will be calculated by substituting 1.0 for 1.25. If a
Non-Key Employee participates in this Plan and a defined benefit plan that are
both Top Heavy, the minimum contribution requirement for this Plan and the
minimum benefit requirement for the defined benefit plan, pursuant to Code
Section 416, will be satisfied if such Participant is provided with a
contribution to the Plan equal to 5% of Compensation. Effective January 1, 2000,
the provisions of this Section 14.03 shall no longer apply.

     14.04 Minimum Contribution. In the event that the Plan in aggregation with
any other Defined Contribution Plans of the Employer is determined to be Top
Heavy, the Participants who are Non-Key Employees will be eligible for a minimum
contribution for such Plan Year. This minimum contribution that shall be
allocated to the Accounts of Participants who are Non-Key Employees, will be
contributed to this Plan in an amount equal to 3% of Compensation or if less,
the largest contribution percentage of Compensation provided on behalf of any
Key Employee. The minimum contribution required by this Section 14.04 shall be
made on behalf of such Participants who are employed as of the last day of the
Plan year regardless of the numbers of Hours of Service credited to each
Participant for such Plan Year, regardless of such Participant's level of
Compensation. If this minimum contribution is provided by another Defined
Contribution Plan of the Employer, then this Section 14.04 will not apply to
this Plan. If part of this minimum contribution is provided by another Defined
Contribution Plan of the Employer, then the balance of the minimum contribution
shall be provided by this Plan.

     14.05 Minimum Vesting. In the event the Plan is determined to be Top Heavy,
each Participant shall have a nonforfeitable interest in his Accounts at least
equal to the following schedule:

Years of Service          Nonforfeitable Percentage

Less than 3                           0%
3 or More                           100%

     The above schedule shall not apply where the nonforfeitable interest in the
Participant's Account would be greater under Article V of the Plan.

                                      -41-
<PAGE>

                                   Article XV
           Special Provisions Applicable to First Western Participants
           -----------------------------------------------------------

     15.01 Special Provisions for First Western Participants. The provisions of
this Article XV shall apply to Participants who were participating in the First
Western Bancorp, Inc. 401(k) Profit-Sharing and Stock Bonus Plan (the "First
Western Plan") on June 30, 2000 (collectively, the "First Western Participants).

     In connection with the merger of the employee stock ownership portion of
the First Western Plan into this Plan, an Exempt Loan (as defined in Section
13.01 and described in Code Section 4975(d)(3)) was transferred to the Plan (the
"First Western Exempt Loan"). The Company has agreed to make annual Leveraged
Contributions to the Plan to the extent required to satisfy the remaining
obligation under the First Western Exempt Loan, subject to the provisions of
this Article XV.

     15.02 Definitions. The following definitions shall apply solely for
purposes of this Article XV:

     (a) Stock. "Stock" means the Company Stock that constitutes Qualifying
Employer Securities.

     (b) Leveraged Contributions. "Leveraged Contributions" means Company
contributions to the Plan that are made in order to retire the principal or pay
the interest on a loan or loans incurred for the purpose of acquiring Qualifying
Employer Securities pursuant to Article XIII. The loan must meet the
requirements of Code Section 4975(d)(3) and Article XIII.

     15.03 First Western Exempt Loan Suspense Account. The following
restrictions apply to the First Western Exempt Loan:

     (a) The Stock purchased with the proceeds of the First Western Exempt Loan
shall be retained in a suspense account. Such Stock shall be released from the
suspense account in annual amounts (not later than as of the last day of the
Plan Year) equal to the number of encumbered shares of Stock held immediately
before the release for the current Plan Year multiplied by a fraction. The
numerator of the fraction is the amount of principal paid for such Plan Year and
the denominator of the fraction is the sum of the numerator plus the principal
to be paid for all future years. Released shares of Stock shall be allocated to
the Accounts of First Western Participants, as of the last day of the Plan Year
in which they are released, in accordance with Section 15.3. Any dividends or
other distributions in cash with respect to such shares of Stock while in the
suspense account shall be applied in payment of the loan.

     (b) In Section 15.04(a), the words "principal and interest" shall be
substituted for "principal" unless the following three rules are met:

          (i) The loan must provide for annual payments of principal and
     interest at a cumulative rate that is not less rapid at any time than level
     annual payment of such amount for ten years;

                                      -42-
<PAGE>

          (ii) Interest included in any payment is disregarded only to the
     extent that it would be determined to be interest under standard loan
     amortization tables; and

          (iii) The length of the loan, including renewals, extensions and
     refinancings, does not exceed ten years.

     15.05 Allocation of Leveraged Contributions. As of each Anniversary Date,
any Leveraged Contributions made by the Company shall be allocated to make
payments on the First Western Exempt Loan. Any Stock released from the suspense
account in accordance with Section 15.03 shall be allocated among the Accounts
of First Western Participants in the proportion that the Annual Compensation of
each eligible First Western Participant bears to the sum of Annual Compensation
of all such First Western Participants during the Plan Year.

     Notwithstanding the foregoing, a Participant's Account shall not receive an
allocation of Stock under this Section 15.05 unless the Participant either (a)
was employed by the Employer (on active pay status) on the last day of the Plan
Year and was credited with at least 1,000 Hours of Service during the Plan Year,
or (b) died, retired or suffered a Total and Permanent Disability during the
Plan Year.

     15.06 Diversification Rights. Once shares of Stock have been allocated to
Participant Accounts under this Article XV, the Stock will be subject to the
diversification rights described in Section 8.03.

     15.07 Distribution of Amounts from First Western Accounts. Amounts
contributed to Participant Accounts under this Article XV will be subject to the
distribution provisions of Article VI.

                                      -43-