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                                                                    EXHIBIT 4(a)

                              DIEBOLD, INCORPORATED

                   1991 EQUITY AND PERFORMANCE INCENTIVE PLAN
                (AS AMENDED AND RESTATED AS OF FEBRUARY 7, 2001)

     1. PURPOSE. The purpose of the 1991 Equity and Performance Incentive Plan
(As Amended and Restated as of February 7, 2001) (this "Plan") is to attract and
retain directors, officers and key employees for Diebold, Incorporated (the
"Corporation") and its Subsidiaries and to provide to such persons incentives
and rewards for superior performance.

     2.  DEFINITIONS.  As used in this Plan,

     "Annual Meeting" means the annual meeting of shareholders of the
Corporation.

     "Appreciation Right" means a right granted pursuant to Section 5 of this
Plan.

     "Board" means the Board of Directors of the Corporation and, to the extent
of any delegation by the Board to a committee (or subcommittee thereof) pursuant
to Section 17 of this Plan, such committee (or subcommittee thereof).

     "Change in Control" shall have the meaning provided in Section 12 of this
Plan.

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

     "Common Shares" means shares of common stock, $1.25 par value per share, of
the Corporation or any security into which such Common Shares may be changed by
reason of any transaction or event of the type referred to in Section 11 of this
Plan.

     "Covered Employee" means a Participant who is, or is determined by the
Board to be likely to become, a "covered employee" within the meaning of Section
162(m) of the Code (or any successor provision).

     "Date of Grant" means the date specified by the Board on which a grant of
Option Rights, Appreciation Rights, Performance Shares or Performance Units or a
grant or sale of Restricted Shares or Deferred Shares shall become effective
(which date shall not be earlier than the date on which the Board takes action
with respect thereto) and shall also include the date on which a grant of Option
Rights to a Non-Employee Director becomes effective pursuant to Section 9 of
this Plan.

     "Deferral Period" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 7 of this Plan.

     "Deferred Shares" means an award made pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.

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     "Designated Subsidiary" means a Subsidiary that is (i) not a corporation or
(ii) a corporation in which at the time the Corporation owns or controls,
directly or indirectly, less than 80 percent of the total combined voting power
represented by all classes of stock issued by such corporation.

     "Detrimental Activity" means:

         (i) Engaging in any activity, as an employee, principal, agent, or
         consultant for another entity that competes with the Corporation in any
         actual, researched, or prospective product, service, system, or
         business activity for which the Participant has had any direct
         responsibility during the last two years of his or her employment with
         the Corporation or a Subsidiary, in any territory in which the
         Corporation or a Subsidiary manufactures, sells, markets, services, or
         installs such product, service, or system, or engages in such business
         activity.

         (ii) Soliciting any employee of the Corporation or a Subsidiary to
         terminate his or her employment with the Corporation or a Subsidiary.

         (iii) The disclosure to anyone outside the Corporation or a Subsidiary,
         or the use in other than the Corporation or a Subsidiary's business,
         without prior written authorization from the Corporation, of any
         confidential, proprietary or trade secret information or material
         relating to the business of the Corporation and its Subsidiaries,
         acquired by the Participant during his or her employment with the
         Corporation or its Subsidiaries or while acting as a consultant for the
         Corporation or its Subsidiaries thereafter.

         (iv) The failure or refusal to disclose promptly and to assign to the
         Corporation upon request all right, title and interest in any invention
         or idea, patentable or not, made or conceived by the Participant during
         employment by the Corporation and any Subsidiary, relating in any
         manner to the actual or anticipated business, research or development
         work of the Corporation or any Subsidiary or the failure or refusal to
         do anything reasonably necessary to enable the Corporation or any
         Subsidiary to secure a patent where appropriate in the United States
         and in other countries.

         (v) Activity that results in termination for Cause. For the purposes of
         this Section, "Termination for Cause" shall mean a termination:

                  (A) due to the Participant's willful and continuous gross
                  neglect of his or her duties for which he or she is employed,
                  or

                  (B) due to an act of dishonesty on the part of the Participant
                  constituting a felony resulting or intended to result,
                  directly or indirectly, in his or her gain for personal
                  enrichment at the expense of the Corporation or a Subsidiary.

         (vi) Any other conduct or act determined to be injurious, detrimental
         or prejudicial to any significant interest of the Corporation or any
         Subsidiary unless the Participant acted in good faith and in a manner
         he or she reasonably believed to be in or not opposed to the best
         interests of the Corporation.

     "Evidence of Award" means an agreement, certificate, resolution or other
type or form of writing or other evidence approved by the Board which sets forth
the terms and conditions of the Option Rights, Appreciation Rights, Performance
Units, Performance Shares, Restricted Shares, Deferred Shares or other awards.
An Evidence of Award may be in an electronic medium, may be


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limited to a notation on the books and records of the Corporation and, with the
approval of the Committee, need not be signed by a representative of the
Corporation or a Participant.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time.

     "Incentive Stock Options" means Option Rights that are intended to qualify
as "incentive stock options" under Section 422 of the Code or any successor
provision.

     "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Board, Option Rights, Appreciation Rights, Restricted Shares and dividend
credits pursuant to this Plan. Management Objectives may be described in terms
of Corporation-wide objectives or objectives that are related to the performance
of the individual Participant or of the Subsidiary, division, department, region
or function within the Corporation or Subsidiary in which the Participant is
employed. The Management Objectives may be made relative to the performance of
other corporations. The Management Objectives applicable to any award to a
Covered Employee shall be based on specified levels of or growth in one or more
of the following criteria:

     1.       earnings;

     2.       earnings per share (earnings per share will be calculated
              without regard to any change in accounting standards that may
              be required by the Financial Accounting Standards Board after
              the goal is established);

     3.       share price;

     4.       total shareholder return;

     5.       return on invested capital, equity, or assets;

     6.       operating earnings;

     7.       sales growth;

     8.       productivity improvement;

     If the Board determines that a change in the business, operations,
corporate structure or capital structure of the Corporation, or the manner in
which it conducts its business, or other events or circumstances render the
Management Objectives unsuitable, the Board may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in
whole or in part, as the Board deems appropriate and equitable, except in the
case of a Covered Employee where such action would result in the loss of the
otherwise available exemption under Section 162(m) of the Code. In such case,
the Board shall not make any modification of the Management Objectives or
minimum acceptable level of achievement.

     "Market Value per Share" means, as of any particular date, the fair market
value of the Common Shares as determined by the Board.


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     "Non-Employee Director" means a Director of the Corporation who is not an
employee of the Corporation or any Subsidiary.

     "Optionee" means the optionee named in an Evidence of Award evidencing an
outstanding Option Right.

     "Option Price" means the purchase price payable on exercise of an Option
Right.

     "Option Right" means the right to purchase Common Shares upon exercise of
an option granted pursuant to Section 4 or Section 9 of this Plan.

     "Participant" means a person who is selected by the Board to receive
benefits under this Plan and who is at the time an officer, or other key
employee of the Corporation or any one or more of its Subsidiaries, or who has
agreed to commence serving in any of such capacities within 90 days of the Date
of Grant, and shall also include each Non-Employee Director who receives an
award of Option Rights pursuant to Section 9 of this Plan; provided, however,
that for purposes of Sections 4, 5, 7 and 8 of this Plan, Participant shall not
include such Non-Employee Director.

     "Performance Period" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.

     "Performance Share" means a bookkeeping entry that records the equivalent
of one Common Share awarded pursuant to Section 8 of this Plan.

     "Performance Unit" means a bookkeeping entry that records a unit equivalent
to $1.00 awarded pursuant to Section 8 of this Plan.

     "Reload Option Rights" means additional Option Rights granted automatically
to an Optionee upon the exercise of Option Rights pursuant to Section 4(f) or
Section 9(a)(ix) of this Plan.

     "Restricted Shares" means Common Shares granted or sold pursuant to Section
6 or Section 9 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to in such Section 6 has
expired.

     "Rule l6b-3" means Rule 16b-3 of the Securities and Exchange Commission (or
any successor rule to the same effect) as in effect from time to time.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time.

     "Spread" means the excess of the Market Value per Share of the Common
Shares on the date when an Appreciation Right is exercised, or on the date when
Option Rights are surrendered in payment of the Option Price of other Option
Rights, over the Option Price provided for in the related Option Right.

     "Subsidiary" means a corporation, company or other entity (i) more than 50
percent of whose outstanding shares or securities (representing the right to
vote for the election of directors or other managing authority) are, or (ii)
which does not have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest representing the right generally to make
decisions for such




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other entity is, now or hereafter, owned or controlled, directly or indirectly,
by the Corporation except that for purposes of determining whether any person
may be a Participant for purposes of any grant of Incentive Stock Options,
"Subsidiary" means any corporation in which at the time the Corporation owns or
controls, directly or indirectly, more than 50 percent of the total combined
voting power represented by all classes of stock issued by such corporation.

     "Termination for Cause" means a termination:

         (i) due to the Participant's willful and continuous gross neglect of
         his or her duties for which he or she is employed, or

         (ii) due to an act of dishonesty on the part of the Participant
         constituting a felony resulting or intended to result, directly or
         indirectly, in his or her gain for personal enrichment at the expense
         of the Corporation or a Subsidiary.

     "Voting Shares" means at any time, the then-outstanding securities entitled
to vote generally in the election of directors of the Corporation.

     3. SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as provided
in Section 11 of this Plan, the number of Common Shares that may be issued or
transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii)
as Restricted Shares and released from substantial risks of forfeiture thereof,
(iii) as Deferred Shares, (iv) in payment of Performance Shares or Performance
Units that have been earned, (v) as awards to Non-Employee Directors or (vi) in
payment of dividend equivalents paid with respect to awards made under the Plan
shall not exceed in the aggregate 9,265,313 shares (3,265,313 of which were
approved in 1991; 3,000,000 of which were approved in 1997 and 3,000,000 of
which are being added by this Amendment and Restatement) plus any shares
relating to awards that expire or are forfeited or cancelled. Such shares may be
shares of original issuance or treasury shares or a combination of the
foregoing. Upon the payment of any Option Price by the transfer to the
Corporation of Common Shares or upon satisfaction of any withholding amount by
means of transfer or relinquishment of Common Shares, there shall be deemed to
have been issued or transferred under this Plan only the net number of Common
Shares actually issued or transferred by the Corporation.

     (b) Notwithstanding anything in this Section 3, or elsewhere in this Plan,
to the contrary, the aggregate number of Common Shares actually issued or
transferred by the Corporation upon the exercise of Incentive Stock Options
shall not exceed 9,265,313 shares. Further, no Participant shall be granted
Option Rights for more than 200,000 Common Shares during any calendar year,
subject to adjustments as provided in Section 11 of this Plan.

     (c) Upon payment in cash of the benefit provided by any award granted under
this Plan, any shares that were covered by that award shall again be available
for issue or transfer hereunder.

     (d) Notwithstanding any other provision of this Plan to the contrary, in no
event shall any Participant in any calendar year receive more than 200,000
Appreciation Rights, subject to adjustments as provided in Section 11 of this
plan.

     (e) Notwithstanding any other provision of this Plan to the contrary, in no
event shall any Participant in any calendar year receive more than 200,000
Restricted Shares or 200,000 Deferred Shares, subject to adjustments as provided
in Section 11 of this Plan.


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     (f) Notwithstanding any other provision of this Plan to the contrary, in no
event shall any Participant in any calendar year receive an award of Performance
Shares or Performance Units having an aggregate maximum value as of their
respective Dates of Grant in excess of $3,000,000.

     4. OPTION RIGHTS. The Board may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Participants of
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

         (a) Each grant shall specify the number of Common Shares to which it
         pertains subject to the limitations set forth in Section 3 of this
         plan.

         (b) Each grant shall specify an Option Price per share, which may be
         equal to or more or less than (but not less than 85 percent of) the
         Market Value per Share on the Date of Grant, except that the Option
         Price per share for any Incentive Stock Option shall not be less than
         100 percent of the Market Value per Share on the Date of Grant.

         (c) Each grant shall specify whether the Option Price shall be payable
         (i) in cash or by check acceptable to the Corporation, (ii) by the
         actual or constructive transfer to the Corporation of nonforfeitable,
         unrestricted Common Shares owned by the Optionee (or other
         consideration authorized pursuant to subsection (d) below) having a
         value at the time of exercise equal to the total Option Price, or (iii)
         by a combination of such methods of payment.

         (d) The Board may determine, at or after the Date of Grant, that
         payment of the Option Price of any option (other than an Incentive
         Stock Option) may also be made in whole or in part in the form of
         Restricted Shares or other Common Shares that are forfeitable or
         subject to restrictions on transfer, Deferred Shares, Performance
         Shares (based, in each case, on the Market Value per Share on the date
         of exercise), other Option Rights (based on the Spread on the date of
         exercise) or Performance Units. Unless otherwise determined by the
         Board at or after the Date of Grant, whenever any Option Price is paid
         in whole or in part by means of any of the forms of consideration
         specified in this paragraph, the Common Shares received upon the
         exercise of the Option Rights shall be subject to such risks of
         forfeiture or restrictions on transfer as may correspond to any that
         apply to the consideration surrendered, but only to the extent of (i)
         the number of shares or Performance Shares, (ii) the Spread of any
         unexercisable portion of Option Rights, or (iii) the stated value of
         Performance Units surrendered.

         (e) Any grant may provide for deferred payment of the Option Price from
         the proceeds of sale through a bank or broker on a date satisfactory to
         the Corporation of some or all of the shares to which such exercise
         relates.

         (f) Any grant may, at or after the Date of Grant, provide for the
         automatic grant of Reload Option Rights to an Optionee upon the
         exercise of Option Rights (including Reload Option Rights) using Common
         Shares or other consideration specified in paragraph (d) above. Reload
         Option Rights shall cover up to the number of Common Shares, Deferred
         Shares, Option Rights or Performance Shares (or the number of Common
         Shares having a value equal to the value of any Performance Units)
         surrendered to the Corporation upon any such exercise in payment of the
         Option Price or to meet any withholding obligations. Reload Options may
         have an Option Price that is no less than that which represents the
         same percentage of the Market Value per Share at the time of exercise
         of the Option


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         Rights that the per share Option Price represented of the Market Value
         per Share at the time the Option Rights being exercised were granted
         and shall be on such other terms as may be specified by the Directors,
         which may be the same as or different from those of the original Option
         Rights.

         (g) Successive grants may be made to the same Participant whether or
         not any Option Rights previously granted to such Participant remain
         unexercised.

         (h) Each grant shall specify the period or periods of continuous
         service by the Optionee with the Corporation or any Subsidiary which is
         necessary before the Option Rights or installments thereof will become
         exercisable and may provide for the earlier exercise of such Option
         Rights in the event of a Change in Control or other similar transaction
         or event.

         (i) Any grant of Option Rights may specify Management Objectives that
         must be achieved as a condition to the exercise of such rights.

         (j) Option Rights granted under this Plan may be (i) options,
         including, without limitation, Incentive Stock Options, that are
         intended to qualify under particular provisions of the Code, (ii)
         options that are not intended so to qualify, or (iii) combinations of
         the foregoing.

         (k) The Board may, at or after the Date of Grant of any Option Rights
         (other than Incentive Stock Options), provide for the payment of
         dividend equivalents to the Optionee on either a current or deferred or
         contingent basis or may provide that such equivalents shall be credited
         against the Option Price.

         (l) The exercise of an Option Right shall result in the cancellation on
         a share-for-share basis of any related Appreciation Right authorized
         under Section 5 of this Plan.

         (m) No Option Right shall be exercisable more than 10 years from the
         Date of Grant.

         (n) Each grant of Option Rights shall be evidenced by an Evidence of
         Award, which shall contain such terms and provisions, consistent with
         this Plan, as the Board may approve.

     5. APPRECIATION RIGHTS. The Board may also authorize the granting to any
Optionee of Appreciation Rights in respect of Option Rights granted hereunder at
any time prior to the exercise or termination of such related Option Rights;
provided, however, that an Appreciation Right awarded in relation to an
Incentive Stock Option must be granted concurrently with such Incentive Stock
Option. An Appreciation Right shall be a right of the Optionee, exercisable by
surrender of the related Option Right, to receive from the Corporation an amount
determined by the Board, which shall be expressed as a percentage of the Spread
(not exceeding 100 percent) at the time of exercise. Each such grant may utilize
any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:

         (a) Any grant may specify that the amount payable on exercise of an
         Appreciation Right may be paid by the Corporation in cash, in Common
         Shares or in any combination thereof and may either grant to the
         Optionee or retain in the Board the right to elect among those
         alternatives.


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         (b) Any grant may specify that the amount payable on exercise of an
         Appreciation Right may not exceed a maximum specified by the Board at
         the Date of Grant.

         (c) Any grant may specify waiting periods before exercise and
         permissible exercise dates or periods and shall provide that no
         Appreciation Right may be exercised except at a time when the related
         Option Right is also exercisable and at a time when the Spread is
         positive.

         (d) Any grant may specify that such Appreciation Right may be exercised
         only in the event of a Change in Control or other similar transaction
         or event.

         (e) Each grant of Appreciation Rights shall be evidenced by an Evidence
         of Award that shall describe such Appreciation Rights, identify the
         related Option Rights, state that such Appreciation Rights are subject
         to all the terms and conditions of this Plan, and contain such other
         terms and provisions, consistent with this Plan, as the Board may
         approve.

         (f) Any grant of Appreciation Rights may specify Management Objectives
         that must be achieved as a condition of the exercise of such rights.

     6. RESTRICTED SHARES. The Board may also authorize the grant or sale to
Participants of Restricted Shares. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

         (a) Each such grant or sale shall constitute an immediate transfer of
         the ownership of Common Shares to the Participant in consideration of
         the performance of services, entitling such Participant to voting,
         dividend and other ownership rights, but subject to the substantial
         risk of forfeiture and restrictions on transfer hereinafter referred
         to.

         (b) Each such grant or sale may be made without additional
         consideration or in consideration of a payment by such Participant that
         is less than Market Value per Share at the Date of Grant.

         (c) Each such grant or sale shall provide that the Restricted Shares
         covered by such grant or sale shall be subject, except (if the Board
         shall so determine) in the event of a Change in Control or other
         similar transaction or event, for a period of not less than 3 years to
         be determined by the Board at the Date of Grant, to a "substantial risk
         of forfeiture" within the meaning of Section 83 of the Code.

         (d) Each such grant or sale shall provide that during the period for
         which such substantial risk of forfeiture is to continue, the
         transferability of the Restricted Shares shall be prohibited or
         restricted in the manner and to the extent prescribed by the Board at
         the Date of Grant (which restrictions may include, without limitation,
         rights of repurchase or first refusal in the Corporation or provisions
         subjecting the Restricted Shares to a continuing substantial risk of
         forfeiture in the hands of any transferee).

         (e) Any grant of Restricted Shares may specify Management Objectives
         which, if achieved, will result in termination or early termination of
         the restrictions applicable to such shares and each grant may specify
         in respect of such specified Management Objectives, a minimum
         acceptable level of achievement and shall set forth a formula for
         determining the number of Restricted Shares on which restrictions will
         terminate if performance is at


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         or above the minimum level, but falls short of full achievement of the
         specified Management Objectives.

         (f) Any such grant or sale of Restricted Shares may require that any or
         all dividends or other distributions paid thereon during the period of
         such restrictions be automatically deferred and reinvested in
         additional Restricted Shares, which may be subject to the same
         restrictions as the underlying award.

         (g) Each grant or sale of Restricted Shares shall be evidenced by an
         Evidence of Award that shall contain such terms and provisions,
         consistent with this Plan, as the Board may approve. Unless otherwise
         directed by the Board, all certificates representing Restricted Shares
         shall be held in custody by the Corporation until all restrictions
         thereon shall have lapsed, together with a stock power executed by the
         Participant in whose name such certificates are registered, endorsed in
         blank and covering such Shares.

     7. DEFERRED SHARES. The Board may also authorize the granting or sale
of Deferred Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements
contained in the following provisions:

         (a) Each such grant or sale shall constitute the agreement by the
         Corporation to deliver Common Shares to the Participant in the future
         in consideration of the performance of services, but subject to the
         fulfillment of such conditions during the Deferral Period as the Board
         may specify.

         (b) Each such grant or sale may be made without additional
         consideration or in consideration of a payment by such Participant that
         is less than the Market Value per Share at the Date of Grant.

         (c) Each such grant or sale shall be subject, except (if the Board
         shall so determine) in the event of a Change in Control or other
         similar transaction or event, to a Deferral Period of not less than 3
         years, as determined by the Board at the Date of Grant.

         (d) During the Deferral Period, the Participant shall have no right to
         transfer any rights under his or her award and shall have no rights of
         ownership in the Deferred Shares and shall have no right to vote them,
         but the Board may, at or after the Date of Grant, authorize the payment
         of dividend equivalents on such Shares on either a current or deferred
         or contingent basis, either in cash or in additional Common Shares.

         (e) Each grant or sale of Deferred Shares shall be evidenced by an
         Evidence of Award containing such terms and provisions, consistent with
         this Plan, as the Board may approve.

     8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also authorize
the granting of Performance Shares and Performance Units that will become
payable to a Participant upon achievement of specified Management Objectives.
Each such grant may utilize any or all of the authorizations, and shall be
subject to all of the requirements, contained in the following provisions:

         (a) Each grant shall specify the number of Performance Shares or
         Performance Units to which it pertains, which number may be subject to
         adjustment to reflect changes in


<PAGE>   10

         compensation or other factors; provided, however, that no such
         adjustment shall be made in the case of a Covered Employee.

         (b) The Performance Period with respect to each Performance Share or
         Performance Unit shall be such period of time (not less than 1 year,
         except in the event of a Change in Control or other similar transaction
         or event, if the Board shall so determine) commencing with the Date of
         Grant (as shall be determined by the Board at the time of grant).

         (c) Any grant of Performance Shares or Performance Units shall specify
         Management Objectives which, if achieved, will result in payment or
         early payment of the award, and each grant may specify in respect of
         such specified Management Objectives a minimum acceptable level of
         achievement and shall set forth a formula for determining the number of
         Performance Shares or Performance Units that will be earned if
         performance is at or above the minimum level, but falls short of full
         achievement of the specified Management Objectives. The grant of
         Performance Shares or Performance Units shall specify that, before the
         Performance Shares or Performance Units shall be earned and paid, the
         Board must certify that the Management Objectives have been satisfied.

         (d) Each grant shall specify a minimum acceptable level of achievement
         in respect of the specified Management Objectives below which no
         payment will be made and shall set forth a formula for determining the
         amount of payment to be made if performance is at or above such minimum
         but short of full achievement of the Management Objectives.

         (e) Each grant shall specify the time and manner of payment of
         Performance Shares or Performance Units which have been earned. Any
         grant may specify that the amount payable with respect thereto may be
         paid by the Corporation in cash, in Common Shares or in any combination
         thereof and may either grant to the Participant or retain in the Board
         the right to elect among those alternatives.

         (f) Any grant of Performance Shares may specify that the amount payable
         with respect thereto may not exceed a maximum specified by the Board at
         the Date of Grant. Any grant of Performance Units may specify that the
         amount payable or the number of Common Shares issued with respect
         thereto may not exceed maximums specified by the Board at the Date of
         Grant.

         (g) The Board may, at or after the Date of Grant of Performance Shares,
         provide for the payment of dividend equivalents to the holder thereof
         on either a current or deferred or contingent basis, either in cash or
         in additional Common Shares.

         (h) Each grant of Performance Shares or Performance Units shall be
         evidenced by an Evidence of Award containing such other terms and
         provisions, consistent with this Plan, as the Board may approve.

     9. AWARDS TO NON-EMPLOYEE DIRECTORS. The Board may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to
Non-Employee Directors of options to purchase Common Shares and may also
authorize the grant or sale of Restricted Shares to Non-Employee Directors.

     (a) Each grant of Option Rights awarded pursuant to this Section 9 shall be
evidenced by an agreement in such form as shall be approved by the Board, and
shall be subject to the following additional terms and conditions:


<PAGE>   11

         (i) Each grant shall specify the number of Common Shares to which it
         pertains subject to the limitations set forth in Section 3 of this
         Plan.

         (ii) Each grant shall specify an Option Price per share, which may be
         equal to or more or less than (but not less than 85 percent of) the
         Market Value per Share on the Date of Grant.

         (iii) Each such Option Right shall become exercisable to the extent of
         one-fourth of the number of shares covered thereby 1 year after the
         Date of Grant and to the extent of an additional one-fourth of such
         shares after each of the next 3 successive years thereafter. Such
         Option Rights shall become exercisable in full immediately in the event
         of a Change in Control. Each such Option Right granted under the Plan
         shall expire 5 years from the Date of Grant and shall be subject to
         earlier termination as hereinafter provided. Notwithstanding the
         foregoing, the Board may provide that Option Rights granted after
         August 4, 1998 may become exercisable at an earlier time, but not
         earlier than one year from the Date of Grant, if the Optionee elects to
         defer gain on the exercise of such Option Rights.

         (iv) In the event of the termination of service on the Board by the
         holder of any such Option Rights, other than by reason of disability or
         death as set forth in paragraph (d) hereof, the then outstanding Option
         Rights of such holder may be exercised only to the extent that they
         were exercisable on the date of such termination and shall expire 90
         days after such termination, or on their stated expiration date,
         whichever occurs first; provided, however, that any Option Rights may
         provide that a Director who has completed a specified period of service
         on the Board or attained a specified age will be entitled to exercise
         any such Option Rights immediately in full at any time after any such
         termination until their stated expiration date.

         (v) In the event of the death or disability of the holder of any such
         Option Rights, each of the then outstanding Option Rights of such
         holder may be exercised at any time within one year after such death or
         disability, but in no event after the expiration date of the term of
         such Option Rights.

         (vi) If a Non-Employee Director subsequently becomes an employee of the
         Corporation or a Subsidiary while remaining a member of the Board, any
         Option Rights held under the Plan by such individual at the time of
         such commencement of employment shall not be affected thereby.

         (vii) Option Rights may be exercised by a Non-Employee Director only
         upon payment to the Corporation in full of the Option Price of the
         Common Shares to be delivered. Such payment shall be made in cash or in
         Common Shares previously owned by the Optionee for more than six
         months, or in a combination of cash and such Common Shares.

         (viii) Common Shares acquired upon the exercise of these Option Rights
         may not be transferred for 1 year except in the case of the Director's
         death, disability or other termination of service as a Director.

         (ix) Each grant may provide for the automatic grant of Reload Option
         Rights to an Optionee upon the exercise of Option Rights (including
         Reload Option Rights) using Common Shares. Reload Option Rights shall
         cover up to the number of Common Shares


<PAGE>   12

         surrendered to the Corporation upon any such exercise in payment of the
         Option Price. Reload Options may have an Option Price that is no less
         than that which represents the same percentage of the Market Value per
         Share at the time of exercise of the Option Rights that the per share
         Option Price represented of the Market Value per Share at the time the
         Option Rights being exercised were granted and shall be on such other
         terms as may be specified by the Directors, which may be the same as or
         different from those of the original Option Rights.

     (b) Each grant or sale of Restricted Shares pursuant to this Section 9
shall be upon terms and conditions consistent with Section 6 of this Plan.

     10. TRANSFERABILITY. (a) Except as otherwise determined by the Board, no
Option Right, Appreciation Right or other derivative security granted under the
Plan shall be transferable by an Optionee other than by will or the laws of
descent and distribution, except (in the case of a Participant who is not a
Director or officer of the Corporation) to a fully revocable trust of which the
Optionee is treated as the owner for federal income tax purposes. Except as
otherwise determined by the Board, Option Rights and Appreciation Rights shall
be exercisable during the Optionee's lifetime only by him or her or by his or
her guardian or legal representative. Notwithstanding the foregoing, the Board
in its sole discretion, may provide for transferability of particular awards
under this Plan so long as such provisions will not disqualify the exemption for
other awards under Rule 16b-3.

     (b) The Board may specify at the Date of Grant that part or all of the
Common Shares that are (i) to be issued or transferred by the Corporation upon
the exercise of Option Rights or Appreciation Rights, upon the termination of
the Deferral Period applicable to Deferred Shares or upon payment under any
grant of Performance Shares or Performance Units or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.

     11. ADJUSTMENTS. The Board may make or provide for such adjustments in the
numbers of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares, and Performance Shares granted hereunder, in the prices
per share applicable to such Option Rights and Appreciation Rights and in the
kind of shares covered thereby, as the Board, in its sole discretion, exercised
in good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Corporation, or
(b) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it, in good faith, may determine to
be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan and in
the number of shares to be granted pursuant to Section 9 of this Plan as the
Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 11.

     12. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean if at any time any of the following events shall have occurred:


<PAGE>   13

         (i) The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of 15% or more of either: (A) the then-outstanding shares
         of common stock of the Corporation (the "Corporation Common Stock") or
         (B) the combined voting power of the then-outstanding voting securities
         of the Corporation entitled to vote generally in the election of
         directors ("Voting Stock"); provided, however, that for purposes of
         this subsection (i), the following acquisitions shall not constitute a
         Change in Control: (1) any acquisition directly from the Corporation,
         (2) any acquisition by the Corporation, (3) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Corporation or any Subsidiary of the Corporation, or (4) any
         acquisition by any Person pursuant to a transaction which complies with
         clauses (A), (B) and (C) of subsection (iii) of this Section 1(b); or

         (ii) Individuals who, as of the date hereof, constitute the Board cease
         for any reason (other than death or disability) to constitute at least
         a majority of the Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by the Corporation's shareholders, was approved
         by a vote of at least a majority of the directors then comprising the
         Incumbent Board (either by a specific vote or by approval of the proxy
         statement of the Corporation in which such person is named as a nominee
         for director, without objection to such nomination) shall be considered
         as though such individual were a member of the Incumbent Board, but
         excluding for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest (within the meaning of Rule 14a-11 of the Exchange
         Act) with respect to the election or removal of directors or other
         actual or threatened solicitation of proxies or consents by or on
         behalf of a Person other than the Board; or

         (iii) Consummation of a reorganization, merger or consolidation or sale
         or other disposition of all or substantially all of the assets of the
         Corporation (a "Business Combination"), in each case, unless, following
         such Business Combination, (A) all or substantially all of the
         individuals and entities who were the beneficial owners, respectively,
         of the Corporation Common Stock and Voting Stock immediately prior to
         such Business Combination beneficially own, directly or indirectly,
         more than 50% of, respectively, the then-outstanding shares of common
         stock and the combined voting power of the then-outstanding voting
         securities entitled to vote generally in the election of directors, as
         the case may be, of the entity resulting from such Business Combination
         (including, without limitation, an entity which as a result of such
         transaction owns the Corporation or all or substantially all of the
         Corporation's assets either directly or through one or more
         subsidiaries) in substantially the same proportions relative to each
         other as their ownership, immediately prior to such Business
         Combination, of the Corporation Common Stock and Voting Stock of the
         Corporation, as the case may be, (B) no Person (excluding any entity
         resulting from such Business Combination or any employee benefit plan
         (or related trust) sponsored or maintained by the Corporation or such
         entity resulting from such Business Combination) beneficially owns,
         directly or indirectly, 15% or more of, respectively, the
         then-outstanding shares of common stock of the entity resulting from
         such Business Combination, or the combined voting power of the
         then-outstanding voting securities of such corporation except to the
         extent that such ownership existed prior to the Business Combination
         and (C) at least a majority of the members of the board of directors of
         the corporation resulting from such Business Combination were members
         of the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board providing for such Business
         Combination; or


<PAGE>   14

         (iv) Approval by the shareholders of the Corporation of a complete
         liquidation or dissolution of the Corporation.

     13. FRACTIONAL SHARES. The Corporation shall not be required to issue
any fractional Common Shares pursuant to this Plan. The Board may provide for
the elimination of fractions or for the settlement of fractions in cash.

     14. WITHHOLDING TAXES. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Corporation for such withholding are insufficient,
it shall be a condition to the receipt of such payment or the realization of
such benefit that the Participant or such other person make arrangements
satisfactory to the Corporation for payment of the balance of such taxes
required to be withheld, which arrangements (in the discretion of the Board) may
include relinquishment of a portion of such benefit. Participants shall also
make such arrangements as the Corporation may require for the payment of any
withholding tax obligations that may arise in connection with the disposition of
shares acquired upon the exercise of Option Rights. In no event, however, shall
the Corporation accept Common Shares for payment of taxes in excess of required
tax withholding rates, with respect to any grant made on or after July 1, 2000,
except that, in the discretion of the Board, a Participant or such other person
may surrender Common Shares owned for more than 6 months to satisfy any tax
obligations resulting from any such transaction.

     15. PARTICIPATION BY EMPLOYEES OF DESIGNATED SUBSIDIARIES. As a condition
to the effectiveness of any grant or award to be made hereunder to a Participant
who is an employee of a Designated Subsidiary, whether or not such Participant
is also employed by the Corporation or another Subsidiary, the Board may require
such Designated Subsidiary to agree to transfer to such employee (when, as and
if provided for under this Plan and any applicable agreement entered into with
any such employee pursuant to this Plan) the Common Shares that would otherwise
be delivered by the Corporation, upon receipt by such Designated Subsidiary of
any consideration then otherwise payable by such Participant to the Corporation.
Any such award shall be evidenced by an agreement between the Participant and
the Designated Subsidiary, in lieu of the Corporation, on terms consistent with
this Plan and approved by the Board and such Designated Subsidiary. All such
Common Shares so delivered by or to a Designated Subsidiary shall be treated as
if they had been delivered by or to the Corporation for purposes of Section 3 of
this Plan, and all references to the Corporation in this Plan shall be deemed to
refer to such Designated Subsidiary, except for purposes of the definition of
"Board" and except in other cases where the context otherwise requires.

     16. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals or who are employed
by the Corporation or any Subsidiary outside of the United States of America as
the Board may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve such
supplements to or amendments, restatements or alternative versions of this Plan
as it may consider necessary or appropriate for such purposes, without thereby
affecting the terms of this Plan as in effect for any other purpose, and the
Secretary or other appropriate officer of the Corporation may certify any such
document as having been approved and adopted in the same manner as this Plan. No
such special terms, supplements, amendments or restatements, however, shall
include any provisions that are inconsistent with the terms of this Plan as then
in effect unless this Plan could


<PAGE>   15

have been amended to eliminate such inconsistency without further approval by
the shareholders of the Corporation.

     17. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by the
Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board (or subcommittee thereof),
consisting of not less than three Non-Employee Directors appointed by the Board
of Directors, each of whom shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 and an "outside director" within the meaning of Section 162(m) of
the Code. A majority of the committee (or subcommittee thereof) shall constitute
a quorum, and the action of the members of the committee (or subcommittee
thereof) present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the committee (or
subcommittee thereof).

     (b) The interpretation and construction by the Board of any provision of
this Plan or of any agreement, notification or document evidencing the grant of
Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares or Performance Units and any determination by the Board
pursuant to any provision of this Plan or of any such agreement, notification or
document shall be final and conclusive. No member of the Board shall be liable
for any such action or determination made in good faith.

     18. CORPORATION'S RIGHTS UPON OCCURRENCE OF DETRIMENTAL ACTIVITY. Any
Evidence of Award may provide that if a Participant, either during employment by
the Corporation or a Subsidiary or within a specified period after termination
of such employment, shall engage in any Detrimental Activity, and the Board
shall so find, forthwith upon notice of such finding, the Participant shall:

         (a) Return to the Corporation, in exchange for payment by the
         Corporation of any amount actually paid therefor by the Participant,
         all shares of Common Shares that the Participant has not disposed of
         that were offered pursuant to this Plan within a specified period prior
         to the date of the commencement of such Detrimental Activity, and

         (b) With respect to any Common Shares so acquired that the Participant
         has disposed of, pay to the Corporation in cash the difference between:

                  (i) Any amount actually paid therefor by the Participant
                  pursuant to this Plan, and

                  (ii) The Market Value per Share of the Common Shares on the
                  date of such acquisition.

To the extent that such amounts are not paid to the Corporation, the Corporation
may set off the amounts so payable to it against any amounts that may be owing
from time to time by the Corporation or a Subsidiary to the Participant, whether
as wages, deferred compensation or vacation pay or in the form of any other
benefit or for any other reason.

     19. GOVERNING LAW. The Plan and all awards granted and actions taken
thereunder shall be governed by and construed in accordance with the internal
substantive laws of the State of Ohio.

     20. AMENDMENTS, ETC. (a) The Board may at any time and from time to time
amend the Plan in whole or in part; provided, however, that any amendment which
must be approved by the shareholders of the Corporation in order to comply with
applicable law or the rules of any national

<PAGE>   16

securities exchange upon which the Common Shares are traded or quoted shall not
be effective unless and until such approval has been obtained. Presentation of
the Plan or any amendment thereof for shareholder approval shall not be
construed to limit the Corporation's authority to offer similar or dissimilar
benefits in plans that do not require shareholder approval.

     (b) The Board also may permit Participants to elect to defer the issuance
of Common Shares or the settlement of awards in cash under the Plan pursuant to
such rules, procedures or programs as it may establish for purposes of this
Plan. The Board also may provide that deferred settlements include the payment
or crediting of dividend equivalents or interest on the deferral amounts.

     (c) The Board may condition the grant of any award or combination of awards
authorized under this Plan on the surrender or deferral by the Participant of
his or her right to receive a cash bonus or other compensation otherwise payable
by the Corporation or a Subsidiary to the Participant.

     (d) In case of termination of employment by reason of death, disability or
normal or early retirement, or in the case of hardship or other special
circumstances, of a Participant who holds an Option Right or Appreciation Right
not immediately exercisable in full, or any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, or any Deferred Shares as to which the Deferral Period has not been
completed, or any Performance Shares or Performance Units which have not been
fully earned, or who holds Common Shares subject to any transfer restriction
imposed pursuant to Section 10(b) of this Plan, the Board may, in its sole
discretion, accelerate the time at which such Option Right or Appreciation Right
may be exercised or the time at which such substantial risk of forfeiture or
prohibition or restriction on transfer will lapse or the time when such Deferral
Period will end or the time at which such Performance Shares or Performance
Units will be deemed to have been fully earned or the time when such transfer
restriction will terminate or may waive any other limitation or requirement
under any such award.

     (e) This Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Corporation or any
Subsidiary, nor shall it interfere in any way with any right the Corporation or
any Subsidiary would otherwise have to terminate such Participant's employment
or other service at any time. Prior to exercise of any Option Right, and prior
to exercise, payment or delivery pursuant to any other award, the Participant
may be required, at the Corporation's request, to certify in a manner reasonably
acceptable to the Corporation that the Participant has not engaged in, and has
no present intention to engage in the future in, any Detrimental Activity.

     (f) To the extent that any provision of this Plan would prevent any Option
Right that was intended to qualify as an Incentive Stock Option from qualifying
as such, that provision shall be null and void with respect to such Option
Right. Such provision, however, shall remain in effect for other Option Rights
and there shall be no further effect on any provision of this Plan.

     21. TERMINATION. No grant (other than an automatic grant of Reload Option
Rights) shall be made under this Plan more than 10 years after April 2, 2001,
subject to approval by the shareholders of the Corporation at the 2001 Annual
Meeting of Shareholders, but all grants made on or prior to such date shall
continue in effect thereafter subject to the terms thereof and of this Plan.