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                                                                   EXHIBIT 10(r)
                                                                   -------------
                       HUNTINGTON BANCSHARES INCORPORATED
                     2001 STOCK AND LONG-TERM INCENTIVE PLAN


               ARTICLE 1. ESTABLISHMENT, EFFECTIVE DATE, AND TERM

1.1 ESTABLISHMENT OF THE PLAN. Huntington Bancshares Incorporated, a Maryland
corporation (hereinafter referred to as the "Corporation"), has established a
long-term incentive compensation plan to be known as the "Huntington Bancshares
Incorporated 2001 Stock and Long-Term Incentive Plan" (hereinafter referred to
as the "Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Reload Options, Restricted
Stock and Long-Term Performance Awards.

The Plan shall become effective as of February 21, 2001 (the "Effective Date"),
subject to approval by the Corporation's stockholders at the April 19, 2001
Annual Meeting. The Plan shall remain in effect as provided in Article 1.3
hereof.

1.2 OBJECTIVES OF THE PLAN. The objectives of the Plan are to help optimize the
profitability and growth of the Corporation through incentives which are
consistent with the Corporation's objectives and which link the interests of
Participants to those of the Corporation's stockholders; to induce Participants
to strive for the highest level of performance; and to promote teamwork among
Participants.

The Plan is further intended to provide flexibility to the Corporation in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Corporation's success and the creation of
shareholder value and to allow Participants to share in the success of the
Corporation.

1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Article 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors ("Board"), or a Committee delegated by the
Board, to amend or terminate the Plan at any time pursuant to Article 14 hereof.
However, in no event may an Award be granted under the Plan on or after February
21, 2011.


                             ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
capitalized:

2.1 "AWARD" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Reload Options, Restricted
Stock, or a Long-Term Performance Award.

2.2 "AWARD AGREEMENT" means an agreement entered into by the Corporation and a
Participant setting forth the terms and provisions applicable to Awards granted
under this Plan.


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2.3 "BENEFICIAL OWNER" shall have the meaning ascribed to such term in Rule
13d-3 of the General Rules and Regulations under the Exchange Act.

2.4 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Corporation.

2.5 "CHANGE IN CONTROL" means any of the following occurs:

         (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act as in effect as of the date of this Agreement), other than the
Corporation or any "person" who as of the Effective Date is a director or
officer of the Corporation or whose shares of Common Stock of the Corporation
are treated as "beneficially owned" (as such term is used in Rule 13d-3 of the
Exchange Act as in effect as of the Effective Date) by any such director or
officer, becomes the beneficial owner, directly or indirectly, of securities of
the Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities;

         (b) Individuals who, as of the Effective Date, constitute the Board of
Directors of the Corporation (the "Incumbent Board") cease for any reason 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, was approved by a vote of at least a majority of the
directors comprising the Incumbent Board 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
either an actual or threatened election contest (as such terms are used in
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board;

         (c) A merger or consolidation of the Corporation, other than a merger
or consolidation in which the voting securities of the Corporation immediately
prior to the merger or consolidation continue to represent (either by remaining
outstanding or being converted into securities of the surviving entity) 51% or
more of the combined voting power of the Corporation or surviving entity
immediately after the merger or consolidation with another entity;

         (d) A sale, exchange, lease, mortgage, pledge, transfer, or other
disposition (in a single transaction or a series of related transactions) of all
or substantially all of the assets of the Corporation which shall include,
without limitation, the sale of assets or earning power aggregating more than
50% of the assets or earning power of the Corporation on a consolidated basis;

         (e) A liquidation or dissolution of the Corporation;

         (f) A reorganization, reverse stock split, or recapitalization of the
Corporation which would result in any of the foregoing; or

         (g) A transaction or series of related transactions having, directly or
indirectly, the same effect as any of the foregoing.

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

2.7 "COMMITTEE" means the Compensation and Stock Option Committee of the Board,
as specified in Article 3 herein, or such other committee appointed by the Board
to administer the Plan with respect to grants of Awards.

2.8 "CORPORATION" means Huntington Bancshares Incorporated, a Maryland
corporation, together with any and all Subsidiaries, and any successor thereto
as provided in Article 18 herein.

2.9 "COVERED EMPLOYEE" means a Participant whom the Committee designates, for
each Performance Cycle, in order to meet the Performance-Based Exception.

2.10 "DIRECTOR" means any individual who is a member of the Board of Directors
of the Corporation.

2.11 "EFFECTIVE DATE" shall have the meaning ascribed to such term in Article
1.1 hereof.

2.12 "EMPLOYEE" means any employee of the Corporation. Directors who are not
employed by the Corporation shall not be considered Employees under this Plan.

2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor act thereto.

2.14 "EXTRAORDINARY EVENTS" shall mean (i) asset write-downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs, (v)
capital gains and losses, and (vi) any extraordinary non-recurring items as
described in Accounting Principles Board Opinion No. 30 and/or in management's
discussion and analysis of financial condition and results of operation
appearing or incorporated by reference in the Corporation's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the applicable
year.

2.15 "FAIR MARKET VALUE" shall be, on any given date, the mean between the
highest and lowest selling prices at which the Shares were sold on the NASDAQ
National Market or such other established securities market on which the Shares
are traded or, if there were no reported sales of Shares on such date, then the
business day immediately preceding such date. In any other situation not covered
by the foregoing, "fair market value" shall be determined in good faith by the
Committee, using principles consistent with the intent and purpose of Code
Section 422 and the regulations issued pursuant thereto.

2.16 "INCENTIVE STOCK OPTION" OR "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.

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2.17 "IMMEDIATE FAMILY" means, with respect to a particular Participant, such
Participant's child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships.

2.18 "INSIDER" shall mean any person subject to the reporting requirements of
Section 16 of the Exchange Act.

2.19 "LONG-TERM PERFORMANCE AWARD" means an Award granted to a Participant
pursuant to Article 8 herein.

2.20 "NONEMPLOYEE DIRECTOR" means an individual who is a member of the Board of
Directors of the Corporation but who is not an Employee of the Corporation.

2.21 "NONQUALIFIED STOCK OPTION" OR "NQSO" means an option to purchase Shares
granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.

2.22 "OPTION" means an Incentive Stock Option, a Nonqualified Stock Option, or a
Reload Option granted to a Participant pursuant to Article 6 herein.

2.23 "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

2.24 "PARTICIPANT" means an Employee or Nonemployee Director who has an
outstanding Award granted under the Plan. Except for an Option Award and
Restricted Stock Award, the term "Participant" shall not include a Nonemployee
Director.

2.25 "PERFORMANCE-BASED EXCEPTION" means the performance-based exception from
the tax deductibility limitations of Code Section 162(m).

2.26 "PERFORMANCE CYCLE" shall mean the two, three, or four calendar year period
designated by the Committee during which the performance objectives or goals
must be met.

2.27 "PERMISSIBLE TRANSFEREE" means any member of the Immediate Family of the
Participant, any trust solely for the benefit of members of the Participant's
Immediate Family, or any partnership whose only partners are members of the
Participant's Immediate Family.

2.28 "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance objectives, or upon the occurrence of other
events as determined by the Committee, in its discretion), and the Shares are
subject to a substantial risk of forfeiture, as provided in Article 7 herein.

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2.29 "PERSON" shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
"group" as described in Section 13(d) thereof.

2.30 "QUALIFYING PERFORMANCE CRITERIA" shall mean any one or more of the
following performance criteria (either individually, alternatively, or in any
combination, applied to either the Corporation as a whole or to a business unit
or subsidiary, individually, alternatively, or in any combination and measured
over a period of years, on an absolute basis, or relative to a pre-established
target, to previous years' results, or to a designated comparison group, in each
case as specified by the Committee): (a) net income, (b) earnings per share, (c)
return on equity or return on average equity ("ROAE"), (d) return on assets or
return on average assets, (e) operating expenses, (f) operating expenses as a
percentage of total or net revenues (known as the "efficiency ratio"), (g) total
shareholder return, (h) earnings growth, and (i) any other objective criteria
established by the Committee and approved by the shareholders of the Corporation
prior to the payment of any Award based on the criteria established in this
subsection (i). In all cases, such amounts will be on either a reported basis or
adjusted to exclude the impact of intangible assets and related amortization
expense (referred to as "cash basis" or "tangible" results) whichever will
produce the higher Award.

2.31 "RELOAD OPTION" means an Award granted to a Participant pursuant to Article
6.11 herein.

2.32 "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
Article 7 herein.

2.33 "RETIREMENT" shall mean, in the case of an Employee, the retirement from
the employ of the Corporation under one or more of the retirement plans of the
Corporation, or as otherwise specified by the Committee and, in the case of a
Nonemployee Director, shall mean the retirement from the Board at any time after
the Nonemployee Director attains age 70 and has served at least 5 years as a
Director.

2.34 "SHARES" means the shares of common stock of the Corporation.

2.35 "SUBSIDIARY OR "SUBSIDIARIES" means any corporation or other entity whose
financial statements are consolidated with the Corporation.


                            ARTICLE 3. ADMINISTRATION

3.1 THE COMMITTEE. The Plan shall be administered by the Committee, which
Committee shall satisfy the "outside director" rules of Code Section 162(m). The
members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board of Directors.

3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the Charter or
Bylaws of the Corporation, and subject to the provisions herein, the Committee
shall have full

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power to select the Participants who shall participate in the Plan; determine
the sizes and types of Awards; determine the terms and conditions of Awards in a
manner consistent with the Plan; construe and interpret the Plan and any
agreement or instrument entered into under the Plan as they apply to
Participants; establish, amend, or waive rules and regulations for the Plan's
administration as they apply to Participants; and (subject to the provisions of
Article 14 herein) amend the terms and conditions of any outstanding Award to
the extent such terms and conditions are within the discretion of the Committee
as provided in the Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem desirable to carry the Plan into effect.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate its authority as identified herein.

3.3 DECISIONS BINDING. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan and all related orders and resolutions of
the Board shall be final, conclusive, and binding on all persons, including the
Corporation, its stockholders, Employees, Participants, and their estates and
beneficiaries.


            ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as provided in
Article 4.3 herein, the number of Shares hereby reserved for issuance to
Participants under the Plan shall be twelve million, four-hundred thousand
(12,400,000) Shares.

The following rules shall apply to grants of Awards under the Plan:

         (a) The maximum aggregate number of Shares which may be subject to
option by one or more option Awards to a single Participant pursuant to Article
6 shall be four million (4,000,000) Shares over any five (5) year period.

         (b) The maximum aggregate cash payout that may be paid out in any
specified Performance Cycle pursuant to any Long-Term Performance Award to any
single Participant pursuant to Article 8 shall be four million dollars
($4,000,000).

         (c) The maximum aggregate cash equivalent value of Shares that may be
granted, paid out, or that may vest, as applicable, pursuant to any Long-Term
Performance Award in any specified Performance Cycle to any single Participant
pursuant to Article 8 shall be four million dollars ($4,000,000) in cash
equivalent Shares.

         (d) Notwithstanding any provision in this Plan to the contrary, the
maximum number of Shares of Restricted Stock that may be awarded to any single
Participant for any calendar year shall be four million dollars ($4,000,000) in
cash equivalent Shares.

         (e) The maximum aggregate (1) Shares of Restricted Stock awarded
pursuant to Article 7 and (2) Long-Term Performance Award Shares awarded
pursuant to Article 8 shall not exceed

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20% of the 12,400,000 Shares authorized for issuance pursuant to this Article
4.1, subject to adjustment under Article 4.3, over the term of the Plan.

4.2 LAPSED AWARDS. If any Award granted under this Plan terminates, expires, or
lapses for any reason, any Shares subject to such Award shall again be available
for a grant of an Award under the Plan.

4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in the number
of outstanding Shares through the declaration and payment of a stock dividend or
stock split, spin off, merger, or other reorganization, or through any
recapitalization resulting in the combination or exchange of Shares in which the
Corporation does not receive any consideration, a corresponding adjustment shall
be made in the number of Shares which may be delivered under Article 4.1, in the
number and/or price of Shares subject to outstanding Awards granted under the
Plan, and in the Award limits set forth in subsections 4.1(a), 4.1(b) and
4.1(c); provided, however, that the number of Shares subject to any Award shall
always be a whole number (by rounding down); provided, further, that the
Committee shall, in its sole discretion, make any further adjustments as are
necessary to prevent dilution or enlargement of rights.


                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Persons eligible to participate in this Plan include any
Employee and Nonemployee Director of the Corporation, including any Employee who
is a member of the Board.

5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee
may, from time to time, select from all eligible Employees and Nonemployee
Directors, those to whom Awards shall be granted and shall determine the nature
and amount of each Award. As permitted by law, the Committee may delegate such
authority.


                            ARTICLE 6. STOCK OPTIONS

6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, Options
may be granted to Participants in such number, and upon such terms, and at any
time and from time to time as shall be determined by the Committee.

No option shall be granted to any Employee or Nonemployee Director if, upon the
granting of such option, the number of Shares then subject to all Options to
purchase held by the Employee or Nonemployee Director, as the case may be, plus
the shares then owned by such Employee or Nonemployee Director, would constitute
more than 10% of the total combined voting power of all classes of stock of the
Corporation. For the purpose of the preceding sentence, an Employee or a
Nonemployee Director shall be deemed to own all shares which are attributable to
him or her under Section 424(d) of the Code, including, without limiting the
generality of the foregoing, shares owned by his or her brothers, sisters,
spouse, ancestors, and lineal descendants.


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The Committee may not grant ISOs under the Plan to any Employee which would
permit the aggregate Fair Market Value (determined on the date of grant) of
Shares with respect to which ISOs (under this and any other Plan of the
Corporation) are exercisable for the first time by such Employee during any
calendar year to exceed $100,000. Any excess shall be deemed a NQSO. No ISO
shall be granted to a Nonemployee Director.

If Shares acquired upon exercise of an Incentive Stock Option are disposed of by
a Participant prior to the expiration of either two years from the date of grant
of such Incentive Stock Option or one year from the transfer of Shares to such
Participant pursuant to the exercise of such Incentive Stock Option, or in any
other disqualifying disposition within the meaning of Section 422 of the Code,
such Participant shall notify the Corporation in writing of the date and terms
of such disposition and shall cooperate with the Corporation with respect to any
tax withholding required or resulting from such disqualifying dispositions. A
disqualifying disposition by a Participant shall not affect the status of any
other Incentive Stock Option granted under the Plan as an Incentive Stock
Option.

6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement
that shall specify the Option Price, the duration of the Option, the number of
Shares to which the Option pertains, the date of grant, time-based vesting
restrictions, if any, and such other provisions as the Committee shall
determine. The Award Agreement also shall specify whether the Option is intended
to be an ISO or an NQSO.

6.3 OPTION PRICE. The Option Price for each grant of an Option under this Plan
shall be determined by the Committee but shall be at least equal to one hundred
percent (100%) of the Fair Market Value of a Share on the date the Option is
granted.

6.4 DURATION OF OPTIONS. Each Option granted to an Employee or Nonemployee
Director shall expire at such time as the Committee shall determine at the time
of grant; provided, however, that no Option shall be exercisable on or later
than the tenth (10th) anniversary date of its grant.

6.5 EXERCISE OF OPTIONS. Except as otherwise provided in this Plan, Options
granted under this Article 6 shall be exercisable at such times and be subject
to such restrictions and conditions as the Committee shall in each instance
determine, which need not be the same for each grant or for each Participant.

6.6 PAYMENT. Options granted under this Article 6 shall be exercised by the
delivery of irrevocable instructions, to the Corporation, setting forth the
number of Shares with respect to which the Option is to be exercised. The Option
Price upon exercise of any Option shall be payable to the Corporation in full
either: (a) in cash or its equivalent; (b) by tendering previously acquired
Shares, including by attestation, having an aggregate Fair Market Value at the
time of exercise equal to the total Option Price (provided that the Shares which
are tendered must have been held by the Participant for at least six (6) months
prior to their tender); (c) by a combination of (a) and (b); (d) as permitted
under the Federal Reserve Board's Regulation T, subject to applicable securities
law restrictions, or (e) by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.

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6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. In addition to the foregoing, the
Committee may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option granted under this Article 6 as it may deem advisable,
including, without limitation, restrictions under applicable Federal securities
laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares.

6.8 EXERCISE UPON TERMINATION OF EMPLOYMENT. Except as otherwise provided in
this Plan or as otherwise provided in the Award Agreement or by the Committee,
in the event that the employment of a Participant is terminated for any reason
other than death or Retirement, the rights under each then-outstanding Option
granted pursuant to the Plan shall terminate upon the termination of employment.
In the event that the employment of a Participant is terminated by reason of
death, all such Participant's Options shall become exercisable in full, and the
executor or administrator of such Participant's estate or a person or persons
who have acquired the Option directly from such Participant by bequest or
inheritance shall have until the expiration date of such Option or 13 months
after such date of termination of employment, whichever first occurs, to
exercise any Options. In the event that the employment of a Participant is
terminated by reason of Retirement, all such Participant's Options shall become
exercisable in full, and such Participant may exercise such Option until the
expiration date of such Option. Notwithstanding any provision to the contrary,
in the event of the Retirement of a Participant, each then-outstanding ISO not
exercised within 3 months of termination of employment shall automatically
convert to an NQSO. In addition to the foregoing, the Committee may include such
provisions in the Award Agreement entered into with each Participant as it deems
advisable (which may be more restrictive than described above), which provisions
need not be uniform among all Options issued pursuant to this Article 6, and
which may reflect distinctions based on the reasons for termination of
employment.

6.9 EXERCISE UPON TERMINATION OF DIRECTORSHIP. Except as otherwise provided in
this Plan, if a Participant's status as a Nonemployee Director ceases for any
reason other than Retirement, any NQSO granted to such Nonemployee Director
under the Plan shall terminate thirteen (13) months after the termination of
such Participant as a Nonemployee Director; provided, however, that no Option
shall be exercisable after its expiration date. If a Nonemployee Director ceases
service as a Director by reason of Retirement, then all such Nonemployee
Director's Options shall become exercisable in full, and such Participant may
exercise such Options until their expiration date.

6.10 NONTRANSFERABILITY OF OPTIONS.

         (a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.

         (b) NONQUALIFIED STOCK OPTIONS. No NQSO granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by
a Participant,

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other than by will or by the laws of descent and distribution, except that any
NQSO (i) may be transferred by a Participant without consideration to
Permissible Transferees, but such transferees may not transfer such NQSO's to
third parties except by will or the laws of descent and distribution and then
only to a Permissible Transferee, and (ii) shall be subject to all other
conditions and restrictions applicable to Options granted under the Plan prior
to such transfer. Any transfer to a Permissible Transferee shall consist of
Options covering a minimum of five thousand (5000) Option Shares.

6.11 RELOAD OPTIONS. At the discretion of the Committee, Options granted under
the Plan may include a "reload" feature pursuant to which an optionee exercising
an Option by the delivery of a number of shares of Stock in accordance with
Article 6.6 hereof, would be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Shares on the date the additional
Option is granted and with an expiration date equivalent to the expiration date
of the original Option) to purchase that number of Shares equal to the number of
already-owned Shares delivered to exercise the original Option. No Reload
Options may be granted to a Participant with respect to Shares delivered to
satisfy tax withholding obligations as described in Article 15.2.


                           ARTICLE 7. RESTRICTED STOCK

7.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Shares of Restricted
Stock to Participants in such amounts as the Committee shall determine.

7.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced
by a Restricted Stock Award Agreement that shall specify the Period(s) of
Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.

7.3 OTHER RESTRICTIONS. The Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
restrictions based upon the achievement of specific performance objectives
(Corporation-wide, business unit, and/or individual), Qualifying Performance
Criteria, a Performance Cycle, time-based restrictions on vesting following the
attainment of the performance objectives, and/or restrictions under applicable
Federal or state securities laws.

The Corporation shall retain the certificates representing Shares of Restricted
Stock in the Corporation's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.

Except as otherwise provided in this Article 7, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.

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7.4 VOTING RIGHTS. During the Period of Restriction, Participants holding Shares
of Restricted Stock granted hereunder may, at the discretion of the Committee,
exercise full voting rights with respect to those Shares.

7.5 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may, at the
discretion of the Committee, be credited with regular cash dividends paid with
respect to the underlying Shares while they are so held. Such dividends may be
paid currently, accrued as contingent cash obligations, or converted into
additional shares of Restricted Stock, upon such terms as the Committee
establishes.

The Committee may apply any restrictions to the dividends that the Committee
deems appropriate. Without limiting the generality of the preceding sentence, if
the grant or vesting of Shares of Restricted Stock granted to a Covered Employee
is designed to comply with the requirements of the Performance-Based Exception,
the Committee may apply any restrictions it deems appropriate to the payment of
dividends declared with respect to such Shares of Restricted Stock, such that
the dividends and/or the Shares of Restricted Stock maintain eligibility for the
Performance-Based Exception. Shares of Restricted Stock shall be subject to
adjustment as provided in Article 4.3.


                     ARTICLE 8. LONG-TERM PERFORMANCE AWARDS

8.1 GRANT OF LONG-TERM PERFORMANCE AWARDS. Subject to the terms of the Plan,
Awards of Shares and cash may be granted to Employees in such amounts and upon
such terms, and at any time and from time to time, as shall be determined by the
Committee.

8.2 TERMS OF LONG-TERM PERFORMANCE AWARDS. The Committee shall set performance
objectives in its discretion which, depending on the extent to which they are
met, will determine the number of Shares and/or value of Long-Term Performance
Awards that will be paid out to the Employee. The Committee shall establish the
Performance Cycle for each Long-Term Performance Award and shall impose such
other conditions and/or restrictions on any Long-Term Performance Awards granted
pursuant to the Plan as it may deem advisable including, without limitation,
restrictions based upon the achievement of specific performance objectives
(Corporation-wide, business unit, and/or individual), Qualifying Performance
Criteria, time-based restrictions on vesting following the attainment of the
performance objectives, and/or restrictions under applicable Federal or state
securities laws.

8.3 EARNING OF LONG-TERM PERFORMANCE AWARDS. Subject to the terms of this Plan
and Article 8.5, after the applicable Performance Cycle has ended, the Employee
shall be entitled to receive a payout on the number of Shares and/or cash earned
by the Employee over the applicable Performance Cycle. Notwithstanding the
attainment of specific performance goals, the Committee has the discretion to
reduce or eliminate an Award that would otherwise be payable based on its
evaluation of Extraordinary Events and other factors.

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8.4 FORM AND TIMING OF PAYMENT OF LONG-TERM PERFORMANCE AWARDS. Payment of
earned Long-Term Performance Awards shall be made as soon as practical following
the close of the applicable Performance Cycle in a manner designated by the
Committee, in its sole discretion. Subject to the terms of this Plan, the
Committee, in its sole discretion, may pay earned Long-Term Performance Awards
in the form of cash or in Shares (or in a combination thereof) which have an
aggregate Fair Market Value equal to the value of the earned Long-Term
Performance Awards at the close of the applicable Performance Cycle. Such Shares
may be granted subject to any restrictions deemed appropriate by the Committee.

8.5 REQUIREMENT OF EMPLOYMENT. Except as otherwise provided in this Plan and as
specified in Article 13, an Employee must remain in the employment of the
Corporation until the payment of a Long-Term Performance Award in order to be
entitled to payment; provided, however, that the Committee may, in its sole
discretion, provide for a partial or full payment in the event the Employee is
not so employed.

8.6 NONTRANSFERABILITY. A Long-Term Performance Award may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.


               ARTICLE 9. SECTION 162(M) DEDUCTION QUALIFICATIONS

9.1 AWARDS FOR COVERED EMPLOYEES. Except as otherwise provided herein, all
Awards to Covered Employees shall be made in a manner that allows for the full
deductibility of the Award by the Corporation under Section 162(m) of the Code.
All Awards for designated Covered Employees shall comply with the provisions of
this Article 9.

9.2 DESIGNATION OF COVERED EMPLOYEES. For each Performance Cycle, the Committee
will designate which Participants are Covered Employees within 90 days of the
beginning of the Performance Cycle (or such earlier or later date as is
permitted or required by Code Section 162(m)).

9.3 ESTABLISHMENT OF QUALIFYING PERFORMANCE CRITERIA AND AWARDS FOR COVERED
EMPLOYEES. Within 90 days of the beginning of a Performance Cycle (or such
earlier or later date as is permitted or required by Code Section 162(m)), the
Committee shall, in its sole discretion, for each such Performance Cycle,
determine and establish in writing one or more Qualifying Performance Criteria
applicable to the Performance Cycle for each Covered Employee. The Committee may
establish any number of Performance Cycles, Qualifying Performance Criteria and
Awards for any Covered Employee running concurrently, in whole or in part,
provided, that in so doing the Committee does not jeopardize the Corporation's
deduction for such Awards under Section 162(m) of the Code. The Committee may
select different Qualifying Performance Criteria and Awards for different
Covered Employees.

9.4 CERTIFICATION OF ACHIEVEMENT OF QUALIFYING PERFORMANCE CRITERIA AND AMOUNT
OF AWARDS. After the end of each Performance Cycle, or

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<PAGE>   13

such earlier date if the Qualifying Performance Criteria are achieved (and such
date otherwise complies with Code Section 162(m)), the Committee shall certify
in writing, prior to the payment of any Award to a Covered Employee, that the
performance goal based on the Qualifying Performance Criteria for the
Performance Cycle and all other material terms of the Plan were satisfied.
Extraordinary Events shall either be excluded or included in determining the
extent to which the corresponding performance goal has been achieved, whichever
will produce the higher Award. The Committee has the discretion to reduce or
eliminate an Award that would otherwise be paid to any Participant, including
any Covered Employee, based on the Committee's evaluation of Extraordinary
Events or other factors. With respect to Covered Employees, the Committee may
not, under any circumstances, increase an Award.

9.5 TAX AND SECURITY LAWS. In the event that applicable tax and/or securities
laws change to permit the Committee discretion to alter the governing
performance measures without obtaining shareholder approval of such changes, the
Committee shall have the sole discretion to make such changes without obtaining
shareholder-approval.

9.6 COMPLIANCE WITH CODE SECTION 162(m). At all times when Code Section 162(m)
is applicable, all Awards granted to a Covered Employee under this Plan shall
comply with the Performance-Based Exception requirements of Code Section 162(m);
unless the Committee determines that such compliance is not desired with respect
to any specified Award or Awards. In addition, in the event that changes are
made to Code Section 162(m) to permit greater flexibility with respect to any
Award or Awards available under the Plan, the Committee may, subject to this
Article 9, make any adjustments it deems appropriate.


                       ARTICLE 10. BENEFICIARY DESIGNATION

If permitted by the Committee, each Participant under the Plan may, from time to
time, name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his or
her death before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall
be in a form prescribed by the Corporation, and will be effective only when
filed by the Participant in writing with the Corporation during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

                              ARTICLE 11. DEFERRALS

The Committee may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the (1) exercise of an Option, (2) the
lapse or waiver of restrictions with respect to Restricted Stock, or (3) the
satisfaction of any requirements or objectives with respect to Long-Term
Performance Awards. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment of deferrals including the crediting of interest or dividend
equivalents.

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<PAGE>   14

                         ARTICLE 12. RIGHTS OF EMPLOYEES

12.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any way
the right of the Corporation to terminate any Participant's employment at any
time, with or without cause, nor confer upon any Participant any right to
continue in the employ of the Corporation.

12.2 PARTICIPATION. No Employee shall have the right to be selected to receive
an Award under this Plan, or, having been so selected, to be selected to receive
a future Award.


                          ARTICLE 13. CHANGE IN CONTROL

13.1 TREATMENT OF AWARDS. Notwithstanding any provision in this Plan to the
contrary, upon the occurrence of a Change in Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchanges:

(a) Any and all Options granted hereunder shall become immediately exercisable
in full, and all such Options shall remain exercisable throughout their entire
term notwithstanding the death, Retirement or termination of employment or
directorship of the Participant;

(b) Any restriction periods and restrictions imposed on Shares of Restricted
Stock shall lapse; and

(c) All Long-Term Performance Awards shall be measured as of the effective date
of the Change in Control, and shall be paid out to Participants within thirty
(30) days following the effective date of the Change in Control, in a pro rata
amount based upon (i) the actual results measured as of the effective date of
the Change in Control, and (ii) the length of time within the Performance Cycle
which has elapsed prior to the Change in Control.

13.2 TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL PROVISIONS.
Notwithstanding any other provision of this Plan or any Award Agreement
provision, the provisions of this Article 13 may not be terminated, amended, or
modified on or after the date of a Change in Control to affect adversely any
Award theretofore granted under the Plan without the prior written consent of
the Participant with respect to said Participant's outstanding Awards.


              ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION

14.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to Article 13.2 herein,
the Board or Committee may at any time and from time to time, alter, amend,
suspend, or terminate the Plan in whole or in part.

Notwithstanding the above, the Committee shall not have the authority to,
without shareholder approval, (1) change the limits set forth in Article 4.1,
(2) change the minimum exercise price of

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<PAGE>   15

an Option, (3) change eligible Participants to receive Awards, or (4) reprice or
alter the exercise price of Options.


                             ARTICLE 15. WITHHOLDING

15.1 TAX WITHHOLDING. The Corporation shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Corporation, an
amount sufficient to satisfy Federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

15.2 SHARE WITHHOLDING. With respect to withholding required upon the exercise
of Options, upon the lapse of restrictions on Restricted Stock, or upon any
other taxable event arising as a result of Awards granted hereunder,
Participants may elect to satisfy the Federal, state, and local tax withholding
requirement, in whole or in part, by (i) having the Corporation withhold Shares
having a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory tax withholding rate which could be withheld on the
transaction or (ii) the delivery of Shares that have been held for a minimum of
six months to the Corporation (including attestation) having a Fair Market Value
equal to the amount of the tax withholding obligations related to the
transaction. All such elections shall be irrevocable, made in writing, signed by
the Participant, and shall be subject to any restrictions or limitations that
the Committee, in its sole discretion, deems appropriate. Delivery or
withholding of fractional Shares shall not be permitted.


                             ARTICLE 16. FORFEITURE

Except on or after a Change in Control, and notwithstanding any other provisions
in the Plan or in any Award Agreement to the contrary, in the event of a serious
breach of conduct by a Participant or former Participant (including, without
limitation, any conduct prejudicial to or in conflict with the Corporation), or
any activity of a Participant or former Participant in which the Participant or
former Participant solicits or takes away customers or potential customers with
whom the Participant or former Participant had contact with or responsibility
for during the Participant's or former Participant's employment with the
Corporation, the Committee may (a) terminate any outstanding Award granted to
the Participant, in whole or in part, whether or not vested, and/or (b) if such
conduct or activity occurs within one year following the exercise or payment of
an Award, require the Participant or former Participant to repay the Corporation
any gain realized or payment received upon the exercise or payment of such Award
(with such gain or repayment valued as of the date of exercise or payment). Such
termination or repayment obligation shall be effective as of the date specified
by the Committee. Any repayment obligation may be satisfied in Shares or cash or
a combination thereof (based upon the Fair Market Value of the Shares on the day
prior to the repayment) and the Committee may provide for an offset of any
future payments owed by the Corporation to such person if necessary to satisfy
the repayment obligation. The determination of whether any Participant or former
Participant has engaged in a serious breach of conduct or any prohibited
solicitation shall be determined by the Committee in good faith and in its sole
discretion.

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<PAGE>   16

                           ARTICLE 17. INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Corporation against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Corporation's approval, or paid by him or her in
satisfaction of any judgement in any such action, suit, or proceeding against
him or her, provided he or she shall give the Corporation an opportunity at its
own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the Corporation's Charter or Bylaws, as a matter
of law, or otherwise, or any power that the Corporation may have to indemnify
them or hold them harmless.


                             ARTICLE 18. SUCCESSORS

All obligations of the Corporation under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Corporation, whether the
existence of such successor is the result of a direct or indirect purchase of
all or substantially all of the business and/or assets of the Corporation, or a
merger, consolidation, or otherwise.


                            ARTICLE 19. UNFUNDED PLAN

         The Plan shall be unfunded and the Corporation shall not be required to
segregate any assets that may at any time be represented by Awards under the
Plan. Any liability of the Company to any person with respect to any Awards
under the Plan shall be based solely upon any contractual obligations that may
be effected pursuant to the Plan. Except as provided herein, no such obligation
of the Corporation shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Corporation.


                         ARTICLE 20. LEGAL CONSTRUCTION

20.1 GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

20.2 SEVERABILITY. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

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<PAGE>   17

20.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

20.4 GOVERNING LAW. To the extent not preempted by Federal law, the Plan, and
all agreements hereunder, shall be construed in accordance with and governed by
the laws of the state of Ohio.




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