<PAGE>   1
                                                                    EXHIBIT 10.3



















             SKY FINANCIAL GROUP, INC. NON-QUALIFIED RETIREMENT PLAN


               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)




<PAGE>   2



                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
ARTICLE I
<S>               <C>                                                                          <C>
         DEFINITIONS............................................................................1
         1.1.     "Account".....................................................................1
         1.2.     "Affiliated Company"..........................................................1
         1.3.     "Board".......................................................................1
         1.4.     "Bonus".......................................................................2
         1.5.     "Change in Control"...........................................................2
         1.6.     "Code"........................................................................3
         1.7.     "Committee"...................................................................3
         1.8.     "Company".....................................................................3
         1.9.     "Company Stock Fund"..........................................................3
         1.10.    "Compensation"................................................................3
         1.11.    "Compensation Deferral Account"...............................................3
         1.12.    "Deferral Agreement"..........................................................4
         1.13.    "Deferral Contribution".......................................................4
         1.14.    "Director"....................................................................4
         1.15.    "Director's Fees".............................................................4
         1.16.    "Director's Retainer".........................................................4
         1.17.    "Disability"..................................................................4
         1.18.    "Discretionary Company Contribution"..........................................4
         1.19.    "Discretionary Company Contributions Account".................................4
         1.20.    "Eligible Employee"...........................................................4
         1.21.    "Employer"....................................................................4
         1.22.    "Employment Termination"......................................................4
         1.23.    "Frozen Profit Sharing Account"...............................................4
         1.24.    "Investment Funds"............................................................5
         1.25.    "Participant".................................................................5
         1.26.    "Plan"........................................................................5
         1.27.    "Plan Year"...................................................................5
         1.28.    "Qualified Pension Plan"......................................................5
         1.29.    "Qualified Plans".............................................................5
         1.30.    "Qualified Plan Compensation Deferral Contribution"...........................5
         1.31.    "Qualified Plan Pension Contribution".........................................5
         1.32.    "Qualified Plan Matching Contribution"........................................5
         1.33.    "Qualified Plan Profit Sharing Contribution"..................................5
         1.34.    "Qualified Savings Plan"......................................................5
         1.35.    "Retirement Date".............................................................5
         1.36.    "Rollover Contributions Account"..............................................5
         1.37.    "Salary"......................................................................5
         1.38.    "Stock Option Plan"...........................................................6
         1.39.    "Stock Option Deferral Account"...............................................6
         1.40.    "Supplemental Matching Contribution"..........................................6
         1.41.    "Supplemental Matching Contributions Account".................................6
         1.42.    "Supplemental Pension Contributions Account"..................................6
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>              <C>                                                                           <C>
         1.43.    "Supplemental Profit Sharing Contribution"....................................6
         1.44.    "Supplemental Profit Sharing Contributions Account"...........................6
         1.45.    "Trust".......................................................................6
         1.46.    "Year of Service".............................................................6

ARTICLE II 
         CONTRIBUTIONS..........................................................................6
         2.1.     Director's Deferral Contributions.............................................6
         2.2.     Eligible Employee's Compensation Deferral Contributions.......................6
         2.3.     Deferral Agreements...........................................................7
         2.4.     Supplemental Matching Contributions...........................................7
         2.5.     Supplemental Profit Sharing Contributions.....................................7
         2.6.     Supplemental Pension Contributions............................................8
         2.7.     Discretionary Company Contributions...........................................8
         2.8.     Rollover Contributions........................................................8
         2.9.     Frozen Profit Sharing Accounts................................................8
         2.10.    Retirement and Severance Payments Made in Connection With the Merger of the 
                  Company and Citizens Bancshares, Inc..........................................8
         2.11.    Supplemental Contributions Made in Connection with 1999 Salary Deferrals......9

ARTICLE III
         DEFERRAL OF STOCK OPTION INCOME........................................................9
         3.1.     Stock Option Deferral Elections...............................................9
         3.2.     Crediting of Stock Units......................................................9
         3.3.     "Stock Units"................................................................10

ARTICLE IV
         VESTING OF PARTICIPANTS' ACCOUNTS.....................................................10
         4.1.     Fully Vested Accounts........................................................10
         4.2.     Supplemental Profit Sharing and Pension Contributions Accounts...............10
         4.3.     Discretionary Company Contributions Account..................................10
         4.4.     Forfeiture Due to Competition or Breach of Confidentiality...................10
         4.5.     Full Vesting Provisions......................................................11
         4.6.     Forfeiture...................................................................11

ARTICLE V
         INVESTMENT OF CONTRIBUTIONS...........................................................11
         5.1.     Investment  of Participants' Accounts........................................11
         5.2.     Adjustment For Investment Earnings...........................................12
         5.3.     Investment of Prior Deferrals................................................12

ARTICLE VI
         DISTRIBUTIONS.........................................................................12
         6.1.     Distribution of Participants' Accounts.......................................12
         6.2.     Form of Distribution.........................................................12
         6.3.     Timing of Distribution.......................................................13

</TABLE>



                                      -ii-
<PAGE>   4

<TABLE>

<S>              <C>                                                                          <C>
         6.4.     Distribution of Insurance Contracts..........................................13
         6.5.     Distributions Upon Death.....................................................13
         6.6.     Hardship Distributions.......................................................14
         6.7.     Tax-Savings Clause...........................................................14

ARTICLE VII
         ADMINISTRATION OF THE PLAN............................................................15
         7.1.     Administration by the Committee..............................................15
         7.2.     Power and Duties of Committee................................................15

ARTICLE VIII 
         AMENDMENT OR TERMINATION..............................................................15
         8.1.     Amendment or Termination.....................................................15
         8.2.     Effect of Amendment or Termination...........................................15

ARTICLE IX
         GENERAL PROVISIONS....................................................................16
         9.1.     Participant's Rights Unsecured...............................................16
         9.2.     Trust Agreement..............................................................16
         9.3.     General Conditions...........................................................16
         9.4.     No Guaranty of Benefits......................................................16
         9.5.     No Enlargement of Employee Rights............................................16
         9.6.     Spendthrift Provision........................................................17
         9.7.     Applicable Law...............................................................17
         9.8.     Incapacity of Recipient......................................................17
         9.9.     Corporate Successors.........................................................17
         9.10.    Unclaimed Benefit............................................................17
         9.11.    Limitations on Liability.....................................................17
         9.12.    Claims Procedure.............................................................17
         9.13.    Gender and Number............................................................18
         9.14.    Indemnification..............................................................18

</TABLE>







                                     - iii-




<PAGE>   5



             SKY FINANCIAL GROUP, INC. NON-QUALIFIED RETIREMENT PLAN
               (As Amended and Restated Effective January 1, 1999)


                  Prior to October 2, 1998, Mid Am, Inc. ("Mid Am") maintained
the Mid Am, Inc. Non-Qualified Retirement Plan (the "Mid Am Plan"). Mid Am
merged into Citizens Bancshares, Inc. 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 hereby amends and restates the Mid Am Plan effective January 1, 1999
in the form of this Sky Financial Group, Inc. Non-Qualified Retirement Plan (the
"Plan"). On and after the Merger Date, the Plan covers all Directors and
Eligible Employees of the Company.

                  The Plan is designed to ensure that the benefits provided to
Directors and Eligible Employees enhance the overall effectiveness of the
Company's executive compensation program and to attract, retain and motivate
such individuals.

                  Accordingly, the Company hereby adopts the Plan pursuant to
the terms and provisions set forth below:


                                    ARTICLE I
                                   DEFINITIONS

         Wherever used herein the following terms shall have the meanings
hereinafter set forth:

         11.   "Account" means the account maintained under the Plan in a
Participant's name to which all Plan contributions, and earnings and losses
thereon, are credited. A Participant's Account consists of the following
subaccounts:

               (a) for Directors who are Participants, a Compensation Deferral
         Account, a Discretionary Company Contributions Account, a Stock Option
         Deferral Account and a Rollover Contributions Account; and

               (b) for Eligible Employees who are Participants, a Compensation
         Deferral Account, a Supplemental Matching Contributions Account, a
         Supplemental Profit Sharing Contributions Account, a Supplemental
         Pension Contributions Account, a Discretionary Company Contributions
         Account, a Stock Option Deferral Account, a Rollover Contributions
         Account and a Frozen Profit Sharing Account.

         1.2.  "Affiliated Company" means a business entity, or predecessor of
such entity, if any, that is a member of a controlled group of corporations of
which the Company is also a member. The Eligible Employees and Directors of each
Affiliated Company will be covered by the Plan upon approval by the Committee.


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


                                       -1-

<PAGE>   6






         1.4.  "Bonus" means the additional cash remuneration payable to a
Participant annually pursuant to an Employer's performance compensation program
or any other plan, program or arrangement under which an Employer pays an amount
of cash remuneration to a Participant above such Participant's Salary, prior to
any Deferral Contributions under this Plan.

         1.5.  "Change in Control" means any one or more of the following
events:

               (a) Individuals who constitute the Board immediately after the
         Merger Date (the "Incumbent Directors") cease for any reason to
         constitute at least a majority of the Board, provided that any person
         becoming a Director subsequent thereto whose election or nomination for
         election was approved by a vote of at least two-thirds of the Incumbent
         Directors then on the Board (either by a specific vote or by approval
         of the proxy statement of the Company in which such person is named as
         a nominee for Director, without written objection to such nomination)
         shall be an Incumbent Director, provided, however, that no individual
         initially elected or nominated as a Director of the Company as a result
         of an actual or threatened election contest with respect to Directors
         or as a result of any other actual or threatened solicitation of
         proxies or consents by or on behalf of any person other than the Board
         shall be deemed to be an Incumbent Director;

               (b) Any "person" (as such term is defined in Section 3(a)(9) of
         the Securities Exchange Act of 1934 (the "1934 Act") and as used in
         Sections 13(d)(3) and 14(d)(2) of the 1934 Act) is or becomes a
         "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
         directly or indirectly, of securities of the Company representing
         twenty-five percent (25%) or more of the combined voting power of the
         Company's then outstanding securities eligible to vote for the election
         of the Board (the "Company Voting Securities"); provided, however, that
         the event described in this Section 1.5(b) shall not be deemed to be a
         Change in Control by virtue of any of the following acquisitions: (i)
         by the Company or any subsidiary, (ii) by any employee benefit plan (or
         related trust) sponsored or maintained by the Company or any subsidiary
         or (iii) by any underwriter temporarily holding securities pursuant to
         an offering of such securities;

               (c) The consummation of a merger, consolidation, statutory share
         exchange or similar form of corporate transaction involving the Company
         or any of its subsidiaries that requires the approval of the Company's
         stockholders, whether for such transaction or the issuance of
         securities in the transaction (a "Business Combination"), unless
         immediately following such Business Combination: (i) more than sixty
         percent (60%) of the total voting power of (x) the company resulting
         from such Business Combination (the "Surviving Company"), or (y) if
         applicable, the ultimate parent company that directly or indirectly has
         beneficial ownership of one hundred percent (100%) of the voting
         securities eligible to elect directors of the Surviving Company (the
         "Parent Company"), is represented by Company Voting Securities that
         were outstanding immediately prior to such Business Combination (or, if
         applicable, is represented by shares into which such Company Voting
         Securities were converted pursuant to such Business Combination), and
         such voting power among the holders thereof is in substantially the
         same proportion as the voting power of such Company voting Securities
         among the holders thereof immediately prior to the Business
         Combination; (ii) no person (other than any employee benefit plan (or
         related trust) sponsored or

                                       -2-

<PAGE>   7


         maintained by the Surviving Company or the Parent Company), is or
         becomes the beneficial owner, directly or indirectly, of twenty-five
         percent (25%) or more of the total voting power of the outstanding
         voting securities eligible to elect directors of the Parent Company
         (or, if there is no Parent Company, the Surviving Company); and (iii)
         at least fifty percent (50%) of the members of the board of directors
         of the Parent Company (of, if there is no Parent Company, the Surviving
         Company) following the consummation of the Business Combination were
         Incumbent Directors at the time of the Board of Directors' approval of
         the execution of the initial agreement providing for such Business
         Combination; or

               (d) The stockholders of the Company approve a plan of complete
         liquidation or dissolution of the Company or a sale of all or
         substantially all of the Company's assets or deposits.

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

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

         1.7.  "Committee" means the Mid Am, Inc. Non-Qualified Plan Committee
that is responsible for the administration of the Plan.

         1.8.  "Company" means Sky Financial Group, Inc., an Ohio corporation,
or, to the extent provided in Section 9.9 below, any successor corporation or
other entity resulting from a merger or consolidation into or with the Company
or a transfer or sale of substantially all of the assets of the Company.

         1.9.  "Company Stock Fund" means the Investment Fund maintained under
the Trust that is invested solely in shares of the Company's common stock.

         1.10. "Compensation" means a Participant's Salary, Bonus, Director's
Fees or Director's Retainer payable in any calendar year. Except as required by
applicable law, Compensation deferrals elected under this Plan shall not affect
the determination of Compensation or earnings for purposes of any other plan,
policy or program maintained by the Company or an Affiliated Company.

         1.11. "Compensation Deferral Account" means the account established for
a Participant under the Plan that is credited with Deferral Contributions under
Sections 3.1 and 3.2 of the Plan.

         1.12. "Deferral Agreement" means the written deferral agreement entered
into by a Participant with the Company pursuant to the terms of Sections 3.1 or
3.2 of the Plan.

                                       3
<PAGE>   8

         1.13. "Deferral Contribution" means the elective deferral contribution
credited to a Participant's Account under the Plan by the Company.

         1.14. "Director" means an individual who is a member of the Board or a
member of the board of directors of an Affiliated Company. Neither "Advisory
board members" nor employees of an Employer shall be considered Directors under
the Plan.

         1.15. "Director's Fees" means the Board meeting and Board committee
meeting fees paid to a Director by the Employer.

         1.16. "Director's Retainer" means the annual retainer paid to a
Director by the Employer.

         1.17. "Disability" means a Participant is under the regular care of a
doctor and prevented by a medically determinable physical or mental impairment
from performing each of the material duties of his or her regular occupation.
Determinations of Disability are made by the Committee in its sole discretion.

         1.18. "Discretionary Company Contribution" means a discretionary
company contribution made by the Company on behalf of one or more Participants
under the terms of the Plan.

         1.19. "Discretionary Company Contributions Account" means the account
established for a Participant under the Plan that is credited with Discretionary
Company Contributions under Section 2.7 of the Plan.

         1.20. "Eligible Employee" means each employee of an Employer who is:
(i) classified as a senior vice-president or higher; (ii) a commissioned
salesperson whom the Committee expects to earn at least $100,000 in commissions
per year; or (iii) designated by the Committee as an Eligible Employee.

         1.21. "Employer" means the Company and any Affiliated Company that is
approved by the Committee.

         1.22. "Employment Termination" means the date of (i) an Eligible
Employee's termination of employment with the Employer, or (ii) a Director's
termination of service as a Director, and shall include such termination for any
reason, unless expressly indicated otherwise. A Participant's termination of
service as a director of the Company in connection with the Merger, for which
the Participant receives Severance Payments, will be treated as an Employment
Termination for purposes of Article VI of the Plan.

         1.23. "Frozen Profit Sharing Account" means the account established for
a Participant under the Plan to which the Participant's balance in his or her
Supplemental Profit Sharing Contributions Account on December 31, 1998 was
transferred, in accordance with Section 2.9 of the Plan.

         1.24. "Investment Funds" means the various investment funds established
and maintained under the Trust.



                                       4
<PAGE>   9

         1.25. "Participant" means a Director or an Eligible Employee who is
eligible for participation and who has completed all necessary election and
enrollment forms provided by the Committee.

         1.26. "Plan" means the Mid Am, Inc. Non-Qualified Retirement Plan, as
set forth herein and as hereinafter amended from time to time.

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

         1.28. "Qualified Pension Plan" means the Mid Am, Inc. Employee Stock
Ownership Pension Plan, as amended from time to time, and any successor or 
replacement plan.

         1.29. "Qualified Plans" mean the Qualified Savings Plan and the
Qualified Pension Plan. Except as otherwise provided in this Article I, all
defined terms used in the Plan that are defined in the Qualified Plans shall
have the same meaning in the Plan as is set forth in the Qualified Plans.

         1.30. "Qualified Plan Compensation Deferral Contribution" means the
elective salary reduction contribution made by the Company for the benefit of a
Participant under the terms of the Qualified Savings Plan in any Plan Year.

         1.31. "Qualified Plan Pension Contribution" means the employer
contribution credited by the Company for the benefit of a Participant under the
terms of the Qualified Pension Plan.

         1.32. "Qualified Plan Matching Contribution" means the matching
contribution made by the Company for the benefit of a Participant under the
terms of the Qualified Savings Plan.

         1.33. "Qualified Plan Profit Sharing Contribution" means the profit
sharing contribution made by the Company for the benefit of a Participant under
the terms of the Qualified Savings Plan.

         1.34. "Qualified Savings Plan" means the Mid Am, Inc. Employee Stock
Ownership and Savings Plan, and any successor or replacement plan.

         1.35. "Retirement Date" means the first day of the calendar month
coincident with or next following the date on which the Participant attains age
sixty-five (65) years.

         1.36. "Rollover Contributions Account" means the account established
for a Participant under the Plan that is credited with Rollover Contributions
under Section 2.8 of the Plan.

         1.37. "Salary" means a Participant's annual base salary rate for the
Plan Year, as specified by the Employer, prior to any Deferral Contributions
under this Plan.

         1.38. "Stock Option Plan" means each of the Mid Am, Inc. 1992 Stock
Option Plan, the 1997 Mid Am, Inc. Stock Option Plan, and such other stock 
option plans as may be adopted by the Company, each as amended from time to 
time.



                                       -5-
<PAGE>   10

         1.39. "Stock Option Deferral Account" means the account established for
a Participant under the Plan that is credited with Stock Option Deferral Amounts
under Section 3.1 of the Plan.

         1.40. "Supplemental Matching Contribution" means the matching
contribution credited by the Company for the benefit of a Participant under the
terms of the Plan.

         1.41. "Supplemental Matching Contributions Account" means the account
established for a Participant under the Plan that is credited with Supplemental
Matching Contributions under Section 2.4 of the Plan.

         1.42. "Supplemental Pension Contributions Account" means the account
established for a Participant under the Plan that is credited with Supplemental
Pension Contributions under Section 2.6 of the Plan.

         1.43. "Supplemental Profit Sharing Contribution" means the profit
sharing contribution credited by the Company for the benefit of a Participant
under the terms of the Plan in any Plan Year.

         1.44. "Supplemental Profit Sharing Contributions Account" means the
account established for a Participant under the Plan that is credited with
Supplemental Profit Sharing Contributions under Section 2.5 of the Plan.

         1.45. "Trust" means a trust agreement entered into by the Company under
which the Company makes contributions for the purpose of accumulating assets to
assist the Employers in fulfilling their obligations to Participants hereunder.

         1.46. "Year of Service" means each 12-consecutive month period of an
Eligible Employee's continuous employment, or a Director's continuous service,
with an Employer.


                                   ARTICLE II
                                  CONTRIBUTIONS

         2.1.  Director's Deferral Contributions. A Participant who is a
Director may elect to defer a whole percentage (up to100 percent) of the
Director's Fees otherwise payable to him or her by the Employer for a Plan Year.
A Participant who is a Director also may elect to defer a whole percentage (up
to 100 percent) of the Director's Retainer otherwise payable to him or her by
the Employer for a Plan Year. The amount deferred pursuant to this Section shall
be a Director's Deferral Contribution credited to the Director's Compensation
Deferral Account.

         2.2.  Eligible Employee's Compensation Deferral Contributions. A
Participant who is an Eligible Employee may elect to defer a whole percentage
(up to 100 percent) of the Bonus otherwise payable to him or her by the Employer
for a Plan Year. A Participant who is an Eligible Employee also may elect to
defer a whole percentage (up to 50 percent) of the Salary otherwise payable to
him or her by the Employer for a Plan Year. The amount deferred pursuant to this
Section shall be credited to the Participant's Compensation Deferral Account.



                                      -6-
<PAGE>   11

         2.3.  Deferral Agreements. As a condition to the Company's obligation
to credit any Deferral Contribution for the benefit of a Participant pursuant to
Sections 3.1 or 3.2, the Participant must execute a Compensation Deferral
Agreement. Except as provided below, a Participant's Deferral Agreement for any
Plan Year must be in writing, signed by the Participant, and delivered to the
Committee prior to January 1 of that Plan Year. A Participant's Deferral
Agreement will remain in full force and effect for subsequent Plan Years unless
and until revoked by a Participant by written instrument delivered to the
Committee prior to the beginning of the Plan Year in which such revocation is to
be effective.

         Neither Eligible Employees nor Directors are required to elect Deferral
Contributions in any Plan Year. However, the minimum amount of Deferral
Contribution for any Plan Year for which a Deferral Agreement is executed is
$1,000.

         2.4.  Supplemental Matching Contributions. Each Plan Year, the Company
will credit a Supplemental Matching Contribution to the Plan on behalf of each
Participant in an amount equal to the difference between (a) and (b) below:

                  (a) the Qualified Plan Matching Contribution that would have
         been made on behalf of the Participant for the Plan Year in which an
         amount is deferred by the Participant pursuant to Section 3.2, based on
         the Participant's Compensation prior to any Deferral Contributions
         under this Plan, and without giving effect to any reductions required
         by the limitations imposed by the Code on the Qualified Savings Plan;
         and

                  (b) the amount of the Qualified Plan Matching Contribution
         actually made on behalf of the Participant for the Plan Year.

All Supplemental Matching Contributions shall be credited to the Supplemental
Matching Contributions Account maintained for the Participant.

         2.5.     Supplemental Profit Sharing Contributions. Each Plan Year, the
Company will credit a Supplemental Profit Sharing Contribution to the Plan on
behalf of each Participant in an amount equal to the difference between (a) and
(b) below:

                  (a) The Qualified Plan Profit Sharing Contribution that would
         have been made on behalf of the Participant for the Plan Year, based on
         the Participant's Compensation prior to any Deferral Contributions
         under this Plan, and without giving effect to any reductions required
         by the limitations imposed by the Code on the Qualified Savings Plan;
         and

                  (b) The amount of the Qualified Plan Profit Sharing
         Contribution actually made on behalf of the Participant for the Plan
         Year.

All Supplemental Profit Sharing Contributions shall be credited to the
Supplemental Profit Sharing Contributions Account maintained for the
Participant.



                                      -7-
<PAGE>   12

         2.6. Supplemental Pension Contributions. Each Plan Year, the Company
will credit a Supplemental Pension Contribution to the Plan on behalf of each
Participant in an amount equal to the difference between (a) and (b) below:

                  (a) The Qualified Plan Pension Contribution that would have
         been made on behalf of the Participant for the Plan Year, based on the
         Participant's Compensation prior to any Deferral Contributions under
         this Plan, and without giving effect to any reductions required by the
         limitations imposed by the Code on the Qualified Pension Plan; and

                  (b) The amount of the Qualified Plan Pension Contribution
         actually made on behalf of the Participant for the Plan Year.

All Supplemental Pension Contributions shall be credited to the Supplemental
Pension Contributions Account maintained for the Participant.

         2.7. Discretionary Company Contributions. The Company may in its sole
discretion contribute to the Account of a Participant an amount that it may from
time to time deem advisable. Such discretionary contributions shall be credited
to the Discretionary Company Contributions Account maintained for the
Participant.

         2.8.  Rollover Contributions. The Committee may, in its sole
discretion, accept transfers on behalf of a Participant from any non-qualified
plan or arrangement in which such Participant participated. The Committee shall
not accept such transfer to the extent that any amount is subject to current
income taxation. Transferred amounts shall be credited to the Rollover
Contributions Account maintained for the Participant.

         2.9.  Frozen Profit Sharing Accounts. On December 31, 1998, the entire
balance of a Participant's Supplemental Profit Sharing Contributions Account
was transferred to the Participant's Frozen Profit Sharing Account.

         2.10. Retirement and Severance Payments Made in Connection With the
Merger of the Company and Citizens Bancshares, Inc. In connection with the
merger of the Company and Citizens Bancshares, Inc. (the "Merger"), the Employer
will offer additional payments to certain Participants ("Severance Payments")
who terminate employment as an Eligible Employee or terminate service as a
Director. Participants to whom the Company offers Severance Payments may elect
to defer all or any portion of the Severance Payments by filing a written
Deferral Agreement with the Committee prior to the time the Employer is to make
the Severance Payments. If a Participant elects to defer all or part of the
Severance Payments under this Plan, the Company will contribute the Severance
Payments the Participant has elected to defer into an account maintained under
the Plan in the Participant=s name ("Severance Payment Account"). The
Participant will be fully vested in his or her Severance Payment Account at all
times. The Plan will invest the Participant=s Severance Payment Account
according to the provisions of Article V of the Plan. The Plan will distribute a
Participant=s Severance Payment Account according to the Participant=s written
election and the terms of Plan Sections 6.2 and 6.3; provided that, the Plan
will not begin distribution of a Participant=s Severance Payment Account until
at least 12 months from the date of the Participant=s Deferral Agreement.



                                       -8-

<PAGE>   13


         2.11. Supplemental Contributions Made in Connection with 1999 Salary
Deferrals. The Company offered each Participant the opportunity to forego up to
ten percent of his or her Salary for 1999 in exchange for a specified amount of
stock options with respect to the Company=s common stock. The Company will make
a Supplemental Pension Contribution pursuant to Section 2.5, and a Supplemental
Profit Sharing Contribution pursuant to Section 2.6, on behalf of each
Participant who elects to reduce his or her Salary in exchange for stock
options, as if the amount of such Salary reduction was a Deferral Contribution
under this Plan.


                                   ARTICLE III
                         DEFERRAL OF STOCK OPTION INCOME

         3.1. Stock Option Deferral Elections. To the extent permitted under
the terms of the Stock Option Plan, a Participant who has been granted a
non-qualified stock option (an "Option") under the Stock Option Plan may elect
to defer any income or gain that would otherwise be recognized upon the exercise
of the Option. If a Participant elects such a deferral, the Company will credit
the Stock Option Deferral Account of such Participant with the number of Stock
Units (as defined below) determined under Section 3.2 below.

         3.2. Crediting of Stock Units. The number of Stock Units to be
credited to a Participant's Stock Option Deferral Account shall be equal to the
fair market value, on the date of exercise of the applicable Option, of the
excess of: (i) the number of shares of common stock of the Company to be
purchased pursuant to the exercise of such Option, over (ii) a number of shares
of such common stock with a fair market value equal to the option price of such
Option. Each such Stock Unit, as of any given date, shall have a value equal to
the fair market value of a share of common stock of the Company on such date.
For purposes of this Section, fair market value of common stock of the Company
shall be defined as the closing price of such common stock on the National
Market System's NASDAQ Quotation Service on the trading day immediately
preceding the date as of which fair market value is determined.

         Additional credits shall be made to a Participant's Stock Option
Deferral Account in dollar amounts equal to the cash value (or the fair market
value of dividends paid in property other than common stock of the Company) that
the Optionee would have received had he been the owner on each record date of a
number of shares of common stock equal to the number of Stock Units credited to
his Stock Option Deferral Account on such date. In the case of a dividend in
common stock of the Company, additional credits will be made to the Stock Option
Deferral Account of the Participant of a number of Stock Units equal to the
number of shares of common stock that the Participant would have received had he
been the owner on each record date of a number of shares of such common stock
equal to the number of Stock Units credited to his Stock Option Deferral
Account. Any cash dividends (or the value of dividends paid in property other
than common stock of the Company) shall be converted into Stock Units based upon
the fair market value of common stock of the Company on the record date for
payment of any such dividend.

         3.3. "Stock Units" means units based upon the fair market value of
the common stock of the Company and credited to a Stock Option Deferral Account
pursuant to Section 3.1 above.




                                       -9-

<PAGE>   14


                                   ARTICLE IV
                        VESTING OF PARTICIPANTS' ACCOUNTS

         4.1.  Fully Vested Accounts. A Participant shall be fully vested in the
amount in his or her Compensation Deferral Account, Supplemental Matching 
Contributions Account, Rollover Contributions Account and Stock Option Deferral 
Account at all times.

         4.2. Supplemental Profit Sharing and Pension Contributions Accounts. A
Participant shall be vested in his or her Supplemental Profit Sharing and
Pension Contributions Accounts and his or her Frozen Profit Sharing Account
after he or she completes five Years of Service, as illustrated by the following
schedule:

<TABLE>
<CAPTION>

              YEARS OF SERVICE                              VESTED PERCENTAGE
              ----------------                              ----------------- 
<S>                                                                <C>
              Less than 5 years                                     0%
               5 or more years                                    100%

</TABLE>


         4.3.  Discretionary Company Contributions Account. Except as provided
in the following sentence, a Participant shall be vested in his or her
Discretionary Company Contributions Account at a rate of twenty percent (20%)
per Year of Service, as illustrated by the following schedule:


<TABLE>
<CAPTION>
              YEARS OF SERVICE                            VESTED PERCENTAGE
              ----------------                            -----------------
<S>                                                              <C>
              Less than 1 year                                    0%
                 1 full year                                     20%
                2 full years                                     40%
                3 full years                                     60%
                4 full years                                     80%
            5 or more full years                                100%
</TABLE>

Notwithstanding the foregoing, the Committee, in its sole discretion, may
specify in writing, a different vesting schedule applicable to any Participant
or group of Participants, and/or any particular Discretionary Company
Contributions Account.

         4.4.  Forfeiture Due to Competition or Breach of Confidentiality. A
Participant may not, except with the express prior written consent of the
Company, for a period of two (2) years after the Participant's Employment
Termination (the "Restrictive Period"), directly or indirectly compete with the
business of the Employers, including, but not by way of limitation, by directly
or indirectly owning, managing, operating, controlling, financing, or by
directly or indirectly serving as an employee, officer or director of or
consultant to, or by soliciting or inducing, or attempting to solicit or induce,
any employee or agent of an Employer to terminate employment with the Employer
and become employed by any person, firm, partnership, corporation, trust or
other entity that owns or operates, a bank, savings and loan association, credit
union or similar financial institution (a "Financial Institution") within a
twenty-five (25) miles radius of (i) an Employer's main office or (ii) the
office of any Employer's Affiliated Companies (the "Restrictive Covenant"). The
foregoing Restrictive Covenant shall not prohibit a Participant from owning
directly or indirectly capital stock or similar securities which are listed on a
securities exchange or quoted on the National Association 



                                      -10-

<PAGE>   15



of Securities Dealers Automated Quotation system which do not represent more
than one percent (1%) of the outstanding capital stock of any Financial
Institution.

         If a Participant violates the Restrictive Covenant or the Company's
Code of Professional Responsibility, all amounts in the Participant's
Discretionary Company Contributions Account, Frozen Profit Sharing Account and
Supplemental Matching, Profit Sharing, and Pension Contributions Accounts shall
be forfeited; except that this Section 4.4 shall become ineffective upon a
Change in Control of the Company.

         4.5.  Full Vesting Provisions. Notwithstanding the foregoing, a
Participant shall be fully vested in his or her entire Account upon: (i) the
date of the Participant's Employment Termination on account of death or
Disability; (ii) the Participant's Retirement Date; or (iii) a Change in Control
of the Company. Each Participant in the Mid Am, Inc. Non-Qualified Retirement
Plan (the "Mid Am Plan") on October 2, 1998, the effective date of the merger of
Mid Am, Inc. into Citizens Bancshares, Inc., acquired a 100% nonforfeitable
interest in his or her Accounts under the Mid Am Plan as of that date. The
Discretionary Company Contributions and the Supplemental Profit Sharing and
Pension Contributions made under the Mid Am Plan, and under this Plan, on and
after October 2, 1998, shall be subject to the vesting schedules contained in
this Article, based on all of the Participant's Years of Service before and
after that date.

         4.6.  Forfeiture. A Participant whose Employment Termination occurs
prior to the full vesting of his or her Account will forfeit the portion of his 
or her Account that is not vested.


                                    ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS

         5.1. Investment of Participants' Accounts. All Participant and Company
Contributions shall be contributed by the Company to, and held and invested in
the Investment Funds maintained under the Trust. A Participant's Pension
Contributions Account, Frozen Profit Sharing Account and Discretionary Company
Contributions Account will be deemed to be invested in the Company Stock Fund.
The Participant will be consulted with respect to the investment of his or her
Supplemental Profit Sharing Contributions, Compensation Deferral and
Supplemental Matching Contributions Accounts. However, the Committee reserves
the right to invest all Participants' Accounts as it deems best. Each
Participant's Account shall be credited or debited with that Participant's
proportionate share of any gains or losses resulting from the Investment Funds.

         Any amount in a Participant's Account that is forfeited according to
Article IV shall be applied toward administrative expenses incurred in
connection with the Plan or used to reduce future Company contributions in the
sole discretion of the Committee. The Company shall provide each Participant
with a written statement of his Accounts at least semi-annually.

         5.2. Adjustment For Investment Earnings. The amounts credited to a
Participant's Account shall be adjusted from time to time in accordance with
uniform procedures established by the Committee to reflect the value of an
investment equal to the Participant's Account balance in the Investment Funds.
The Investment Funds available may be revised from time to time by the 


                                      -11-

<PAGE>   16

Committee with approval of the Trustee of the Trust described in Section 9.2.
The Committee, with the approval of the Trustee, may eliminate any Investment
Funds available at any time; provided, however, that the Committee may not
retroactively eliminate any Investment Fund.

         A Participant shall designate the applicable Investment Fund to be used
with respect to his or her Supplemental Profit Sharing Contributions,
Compensation Deferral and Supplemental Matching Contributions Accounts in
increments of at least 10%, pursuant to a written investment election form
delivered to the Committee on the date he or she commences participation in the
Plan. The Participant may change his or her Investment Fund designation with
respect to future contributions credited to his or her Supplemental Profit
Sharing Contributions, Compensation Deferral and Supplemental Matching
Contributions Accounts, and/or with respect to amounts previously credited to
such Accounts, by notifying the Committee or its designee. A revised investment
direction may be made by a Participant in writing on a quarterly basis and shall
be effective as of the beginning of the calendar quarter immediately following
such written submission; provided, however, that the Committee or its designee
shall have the discretion to delay the effective date of any revised investment
direction to the beginning of the second calendar quarter following receipt of
such direction if the Committee or its designee receives such direction fewer
than 15 days prior to the beginning of a calendar quarter.

         5.3. Investment of Prior Deferrals. Prior to the effective date of this
Plan, certain officers entered into Letters of Agreement Deferring Officer's
Compensation (the "Agreements"). Under the Agreements, amounts in a Deferred
Officer's Compensation Account (as defined in the Agreements) could be invested
in a life insurance contract to be owned by the Company. A Participant who
previously had directed that all or any portion of his Deferred Officer's
Compensation Account be invested in life insurance contracts may continue to
direct that all or any portion of his or her Deferral Contribution be invested
in an existing life insurance contract held under the Trust.


                                   ARTICLE VI
                                  DISTRIBUTIONS

         6.1. Distribution of Participants' Accounts. A Participant's Accounts
will be distributed to him or her in accordance with the provisions of this
Article VI. A Participant's Accounts will be distributed in cash, except that:
(i) the portions of a Participant's Supplemental Pension Contributions Account
and Frozen Profit Sharing Account that are deemed to be invested in the Company
Stock Fund as of the date that distribution of the Participant's Accounts is to
be made can be distributed in shares of Company common stock, at the
Participant's election; and (ii) a Participant's Stock Option Deferral Account
shall be distributed in shares of Company common stock.

         6.2. Form of Distribution. Each Participant shall elect the manner of
payment of his or her Account, generally at the time of any Deferral Agreement.
No such election shall be effective if made or modified within 12 months of the
date distribution is made or commences. A Participant may elect to have his or
her Account distributed in a lump sum or in substantially equal annual (or more
frequent, as permitted by the Committee) installment payments over a period not
to exceed fifteen (15) years. If a Participant does not make a valid
distribution election, then the manner of 






                                      -12-

<PAGE>   17

payment and date for commencement of payment of the Participant's Account shall
be selected by the Committee in its sole discretion.

         Notwithstanding the foregoing, if the value of the Participants'
Accounts is less than $5,000 at any time after the Participant's Employment
Termination, such Accounts shall be distributed to the Participant in a single
lump sum distribution, as soon as practicable. If the Participant fails to elect
a form or period of distribution, the Participant's Accounts will be paid in a
manner selected by the Committee or its designee. The Participant also may
elect, at the time of his or her election of Compensation Deferral
Contributions, to have distributions commence as soon as practicable after his
or her Disability.

         6.3. Timing of Distribution. The balance of a Participant's Accounts
shall be distributed to or with respect to the Participant only: (i) upon
Employment Termination, (ii) upon a Participant's 5, 10, 15, 20, 25 or 30-year
anniversary of service with the Employer (or any year anniversary thereafter),
as elected by the Participant at least 12-months prior to the date of such
anniversary, (iii) because of hardship in accordance with Section 6.5, or (iv)
to the extent a Participant's Account balance becomes subject to immediate
income taxation.

              (a) Notwithstanding the Participant's election, distribution of a
         Participant's Accounts will begin as soon as practicable after the
         Participant's Employment Termination; except that distributions to a
         Participant will not begin sooner than 12-months following his or her
         election as to the form and timing of such distributions unless the
         Participant's Employment Termination is due to death.

              (b) Notwithstanding anything in this Section to the contrary, the
         balance of a Participant's Stock Option Deferral Account may not be
         distributed to or with respect to the Participant until a date that is
         at least 12 months from the date of exercise of the applicable Option.

         6.4. Distribution of Insurance Contracts. Notwithstanding anything in
this Article to the contrary, for any Participant who, pursuant to the
Agreements, previously directed that all or a portion of his Deferred Officers
Compensation Account (as defined in the Agreements) be invested in a life
insurance contract in accordance with Section 5.3, the life insurance contract
will be distributed to him or her according to the terms of the contract.

         6.5. Distributions Upon Death. If a Participant dies before full
distribution of his or her Account, any remaining amounts shall be distributed
to the beneficiary, and in the method, designated by the Participant in a
writing delivered most recently to the Committee prior to death. If a
Participant has not designated a beneficiary, or method of distribution, or if
no designated beneficiary is living on the date of distribution, such amounts
shall be distributed to those persons entitled to receive distributions of the
Participant's accounts under the Qualified Savings Plan and in the same method
as distribution is made under the Qualified Savings Plan. If the Participant has
no account under the Qualified Savings Plan, such amounts shall be distributed
to those persons entitled to receive distributions of the Participant's accounts
under the Qualified Pension Plan and in the same method as distribution is made
under the Qualified Pension Plan. If the Participant has 




                                      -13-

<PAGE>   18



no accounts under the Qualified Plans, distribution of the Participant's Account
shall be made to the Participant's estate.

         6.6. Hardship Distributions. In the discretion of the Committee, and
at the written request of a Participant, an amount up to 100 percent of his or
her vested Account may be distributed to a Participant in the case of an
"unforeseeable emergency," subject to the limitations set forth below.
For purposes of this Section 6.5, an "unforeseeable emergency" is a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of a dependent (as defined in Code
Section 152(a)) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant. The circumstances
that will constitute an unforeseeable emergency will depend upon the facts of
each case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved:

               (a) through reimbursement or compensation by insurance or
         otherwise;

               (b) by liquidation of the Participant's assets, to the extent the
         liquidation of such assets would not itself cause severe financial
         hardship; or

               (c) by cessation of Deferral Contributions under the Plan.

         Only one hardship distribution shall be permitted during a Plan Year. A
Participant's request for a hardship distribution must be accompanied or
supplemented by such evidence that the hardship is necessary as the Committee or
its designee may reasonably require. Withdrawals of amounts because of an
unforeseeable emergency shall be permitted only to the extent reasonably needed
to satisfy the unforeseeable emergency need.

         Any Participant who receives a hardship distribution shall cease
Deferral Contributions for a period of one year following the date of such
hardship distribution. Reentry into the Plan will be according to the Deferral
Agreement procedures described in Section 2.3.

         6.7. Tax-Savings Clause. Notwithstanding anything to the contrary
contained herein, if (i) the Internal Revenue Service (IRS) prevails in its
claim that all or a portion of the amounts contributed to the Plan, and/or
earnings thereon, constitute taxable income to a Participant or beneficiary for
any taxable year that is prior to the taxable year in which such contributions
and/or earnings are actually distributed to such Participant or beneficiary,
(ii) the U.S. Department of Labor (DOL) prevails in its claim that the Trust
prevents the Plan from meeting the "unfunded" criterion of the exceptions to
various requirements of Title I of the Employee Retirement Income Security Act
of 1974 (ERISA) for plans that are unfunded and maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees, or (iii) legal counsel selected by the Committee
advises the Committee that the IRS or DOL would likely prevail in such claim,
the applicable Account balance shall be immediately distributed to the
Participant or beneficiary. For purposes of this Section, the IRS or DOL shall
be deemed to have prevailed in a claim if such claim is upheld by a court of
final jurisdiction, or if the Committee, based upon the advice of legal counsel
selected by the Committee, fails to appeal a decision of the 




                                      -14-

<PAGE>   19



IRS or DOL, or a court of applicable jurisdiction, with respect to such claim,
to an appropriate IRS or DOL appeals authority or to a court of higher
jurisdiction within the appropriate time period.


                                   ARTICLE VII
                           ADMINISTRATION OF THE PLAN

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

         7.2. Power and Duties of Committee. The Committee shall administer
the Plan in accordance with its terms and shall have all powers necessary to
carry out the provisions of the Plan. The Committee shall interpret the Plan and
shall determine all questions arising in the administration, interpretation, and
application of the Plan, including but not limited to, questions of eligibility
and the status and rights of employees, Participants and other persons. Any such
determination by the Committee shall presumptively be conclusive and binding on
all persons. The regularly kept records of the Company shall be conclusive and
binding upon all persons with respect to a Participant's date and length of
service, amount of Compensation and the manner of payment thereof, type and
length of any absence from work and all other matters contained therein relating
to Participants. All rules and determinations of the Committee shall be
uniformly and consistently applied to all persons in similar circumstances. To
the extent not inconsistent with this Plan, all provisions set forth in the
Qualified Plans with respect to the administrative powers and duties of the
Committee, expenses of administration, and procedures for filing claims, also
shall be applicable with respect to this Plan.


                                  ARTICLE VIII
                            AMENDMENT OR TERMINATION

         8.1. Amendment or Termination. The Company intends the Plan to be
permanent but reserves the right to amend or terminate the Plan at any time. Any
such amendment or termination shall be made pursuant to a resolution of the
Board and shall be effective as of the date of such resolution.

         8.2. Effect of Amendment or Termination. No amendment or termination
of the Plan shall directly or indirectly reduce the balance of any Account held
hereunder as of the effective date of such amendment or termination. Upon
termination of the Plan, distribution of amounts in a Participant's Account
shall be made to the Participant or his or her beneficiary in the manner and at
the time described in Article VI of the Plan. No additional contributions shall
be made to the Account of a Participant after termination of the Plan, but the
Company shall continue to credit gains and losses to Participants' Accounts
pursuant to Article V, until the balance of such Accounts have been fully
distributed to each Participant or beneficiary, as applicable.





                                      -15-

<PAGE>   20



         
                                   ARTICLE IX
                               GENERAL PROVISIONS



         9.1. Participant's Rights Unsecured. Except as otherwise set forth in
Section 9.2, the Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of the Company
or its Affiliates for payment of any distributions hereunder. The right of a
Participant or beneficiary to receive a distribution hereunder shall be an
unsecured claim against the general assets of the Company or its Affiliates, and
neither the Participant nor any beneficiary shall have any rights in or against
any specific assets of the Company or its Affiliates. All amounts credited to
the Participants' Accounts shall constitute general assets of the Employer for
whose participants the amounts were contributed, and may be disposed of by the
Company or the Employer at such time and for such purposes as it may deem
appropriate.

         9.2. Trust Agreement. All rights under this Plan shall at all times be
entirely unfunded, and no provision shall at any time be made with respect to
segregating any assets of the Company or any Employer for payment of any amounts
due hereunder. No Participant or beneficiary under the Plan shall have any
interest in or rights against any specific assets of the Company or any
Employer, and all Participants and beneficiaries shall have only the rights of
general unsecured creditors of the Company and the applicable Employer.
Notwithstanding the preceding provisions of this Section, the Company, in its
discretion shall have the right, at any time and from time to time, to cause
amounts payable to any Participant or beneficiary hereunder to be paid to the
trustee of a Trust established by the Company for the benefit of Participants or
their beneficiaries. Such Trust shall contain terms and conditions to ensure
that the Trust assets and earnings will be subject to creditors of the Employer
for whose Participants the assets were contributed, but will otherwise be
available only to pay benefits to Participants and beneficiaries pursuant to the
terms of the Plan, and will contain such other provisions as are necessary to
assure that transfers to the Trust, and earnings on Trust assets, will not
constitute taxable income to any Participant or beneficiary pursuant to
applicable provisions of the Code.

         9.3. General Conditions. Except as otherwise expressly provided
herein, all terms and conditions of the Qualified Plans applicable to a
Qualified Plan Compensation Deferral, Qualified Plan Matching, Qualified Plan
Pension, or Qualified Plan Profit Sharing Contribution will also be applicable
to an Eligible Employee's Deferral, Supplemental Matching, Supplemental Pension,
or a Supplemental Profit Sharing Contribution, to be made hereunder. Any
Qualified Plan Compensation Deferral, Qualified Plan Matching, Qualified Plan
Pension, or Qualified Plan Profit Sharing Contribution, or any other
contributions to be made under the Qualified Plans, shall be made solely in
accordance with the terms and conditions of the Qualified Plans, and nothing in
the Plan shall operate or be construed in any way to modify, amend or affect the
terms and provisions of the Qualified Plans.

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

         9.5. No Enlargement of Employee Rights. No Participant shall have any
right to receive a distribution of contributions made under the Plan except in
accordance with the terms of the Plan.






                                      -16-

<PAGE>   21


Establishment of the Plan shall not be construed to give any Participant the
right to be retained in the service of the Company or any Affiliated Company.

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

         9.7. Applicable Law. To the extent the laws of the United States do
not apply, the Plan shall be construed and administered under the laws of the
State of Ohio, other than its laws respecting choice of law.

         9.8. Incapacity of Recipient. If any person entitled to a distribution
under the Plan is deemed by the Company or its designee to be incapable of
personally receiving and giving a valid receipt for such payment, then, unless
and until claim therefor shall have been made by a duly appointed guardian or
other legal representative of such person, the Company or its designee may
provide for such payment or any part thereof to be made to any other person or
institution then contributing toward or providing for the care and maintenance
of such person. Any such payment shall be a payment for the account of such
person and a complete discharge of any liability of the Company, its designee
and the Plan therefor.

         9.9. Corporate Successors. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company, or by the merger or
consolidation of the Company into or with any other corporation or other entity,
but the Plan shall be continued after such sale, merger or consolidation only if
and to the extent that the transferee, purchaser or successor entity agrees to
continue the Plan. If the Plan is not continued by the transferee, purchaser or
successor entity, then the Plan shall terminate subject to the provisions of
Section 8.2.

         9.10. Unclaimed Benefit. In the event that all, or any portion, of the
distribution payable to a Participant or beneficiary hereunder shall, at the
expiration of five years after it shall become payable, remain unpaid solely by
reason of the inability of the Company or its designee, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or beneficiary, the amount so distributable shall be treated as a forfeiture and
shall be retained by the Company as part of its general assets.

         9.11. Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as
employee or agent of the Company shall be liable to any Participant, former
Participant, beneficiary or other person for any claim, loss, liability or
expense incurred in connection with the Plan.

         9.12. Claims Procedure. A claim for a Plan benefit shall be deemed
filed when a written communication is made by a Participant or Beneficiary, or
the authorized representative of either, which is reasonably calculated to bring
the claim to the attention of the Committee. If a claim is 


                                      -17-

         
<PAGE>   22


wholly or partially denied, notice of such decision shall be furnished to the
claimant in writing within 90 days after receipt of the claim by the Committee.
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 claims review procedure. If no such notice is
furnished to the claimant within 90 days after receipt of a claim by the
Committee, such claim shall be deemed wholly denied.

         Within 90 days from the receipt of the note of denial, a claimant may
appeal such denial to the Committee 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 within the 90-day period stated above. A
request for review shall be deemed filed as of the date of receipt of such
written request by the Committee. 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 Committee may allow. The decision of the Committee shall be made not
later than 60 days after the receipt of the request for review, unless special
circumstances, such as the need to hold a hearing, require an extension of time,
in which case, a decision shall be rendered not later than 120 days after the
receipt of a request for review. Such decision shall be final and binding on the
claimant.

         9.13. Gender and Number. Words in the masculine gender shall include
the feminine and the singular shall include the plural, and vice versa, unless
qualified by the context. Any headings used herein are included for reference
only, and are not to be construed so as to alter the terms hereof.

         9.14. Indemnification. The Company and each Employer shall indemnify
and hold harmless each member of the Committee, or any employee of the Company
or an Employer, or any individual acting as an employee or agent of either of
them (to the extent not indemnified or saved harmless under any liability
insurance or any other indemnification arrangement) from any and all claims,
losses, liabilities, costs and expenses (including attorneys' fees) arising out
of any actual or alleged act or failure to act made in good faith pursuant to
the provisions of the Plan or the Trust, including expenses reasonably incurred
in the defense of any claim relating thereto with respect to the administration
of the Plan or the Trust, except that no indemnification or defense shall be
provided to any person with respect to any conduct that has been judicially
determined, or agreed by the parties, to have constituted willful misconduct on
the part of such person, or to have resulted in his or her receipt of personal
profit or advantage to which he or she is not entitled.




                                      -18-