<PAGE>


                                                                    Exhibit 10.8



                          Second Amended and Restated
                      Nationwide Financial Services, Inc.
                    1996 Long-Term Equity Compensation Plan

<PAGE>

                          SECOND AMENDED AND RESTATED
                      NATIONWIDE FINANCIAL SERVICES, INC.
                    1996 LONG-TERM EQUITY COMPENSATION PLAN

February 2002

                                   Contents

<TABLE>
<CAPTION>
                                                                  Page
                                                                  ----
         <S>                                                      <C>
         Article 1. Establishment, Objectives, and Duration......   1

         Article 2. Definitions..................................   1

         Article 3. Administration...............................   4

         Article 4. Shares Subject to the Plan and Maximum Awards   5

         Article 5. Eligibility and Participation................   5

         Article 6. Options......................................   6

         Article 7. Stock Appreciation Rights....................   7

         Article 8. Restricted Stock.............................   8

         Article 9. Performance Units and Performance Shares.....   9

         Article 10. Performance Measures........................  10

         Article 11. Beneficiary Designation.....................  11

         Article 12. Deferrals...................................  11

         Article 13. Rights of Participants......................  11

         Article 14. Change in Control...........................  12

         Article 15. Amendment, Modification, and Termination....  12

         Article 16. Withholding.................................  13

         Article 17. Indemnification.............................  13

         Article 18. Successors..................................  14

         Article 19. Legal Construction..........................  14
</TABLE>

<PAGE>


                          SECOND AMENDED AND RESTATED
           NATIONWIDE FINANCIAL SERVICES, INC. 1996 LONG-TERM EQUITY
                               COMPENSATION PLAN

                                  ARTICLE 1.

                    ESTABLISHMENT, OBJECTIVES, AND DURATION

   1.1.  Establishment of the Plan.  Nationwide Financial Services, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Nationwide
Financial Services, Inc. 1996 Long-Term Equity Compensation Plan" (hereinafter
referred to as the "Plan"), as set forth in this document and individual award
agreements setting forth certain terms and conditions applicable to awards
granted under the Plan. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares and Performance Units.

   Subject to approval by the Company's shareholders, the Plan shall become
effective as of December 11, 1996 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.

   1.2.  Objectives of the Plan.  The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives which are
consistent with the Company's goals and which link the personal interests of
Participants to those of the Company's shareholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants.

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

   1.3.  Duration of the Plan.  The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award of Incentive Stock Options be granted under the Plan on or after
December 11, 2006.

                                  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.  "Affiliate" means Nationwide Mutual Insurance Company, Nationwide
Mutual Fire Insurance Company, Farmland Mutual Insurance Company, and the
Subsidiaries of each such company, other than the Company.

   2.2.  "Agent" means a person duly licensed in accordance with applicable
state insurance laws and under contract to sell insurance offered by any
insurance company which is a part of the Enterprise, as an independent
contractor or an employee of a corporation licensed to sell insurance offered
by such an insurance company, or as a staff member of either such an
independent contractor or licensed corporation.

   2.2.  "Award" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Shares or Performance Units.

                                        1

<PAGE>

   2.3.  "Award Agreement" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.

   2.4.  "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.

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

   2.6.  "Change in Control" will be deemed to have occurred as of the first
day any one (1) or more of the following paragraphs shall have been satisfied:

      (a) At any time when Nationwide Mutual Insurance Company and its
   Subsidiaries cease to be the Beneficial Owner, directly or indirectly, of
   securities of the Company representing fifty and one-tenth percent (50.1%)
   or more of the combined voting power of the Company's then outstanding
   securities; or

      (b) The shareholders of the Company approve: (i) a plan of complete
   liquidation of the Company; or (ii) an agreement for the sale or disposition
   of all or substantially all the Company's assets.

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

   2.8.  "Committee" means the Compensation 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.

   2.9.  "Company" means Nationwide Financial Services, Inc., a Delaware
corporation, including any and all of its Subsidiaries, and any successor
thereto as provided in Article 18 herein.

   2.10.  "Director" means any individual who is a member of the Board of
Directors of the Company or the Affiliates.

   2.11.  "Disability" shall have the meaning ascribed to such term in the
employee health care plan maintained by the Company, or if no such plan exists,
at the discretion of the Committee.

   2.12.  "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.

   2.13.  "Employee" means any employee of the Enterprise. Directors and Agents
who are not employed by the Enterprise shall not be considered Employees under
this Plan.

   2.14.  "Enterprise" means the Company and the Affiliates.

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

   2.16.  "Fair Market Value" shall be equal to the closing sale price of a
Share on the principal securities exchange on which the Shares are traded or,
if there is no such sale on the relevant date, then on the last previous day on
which a sale was reported.

   2.17.  "Freestanding SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.

   2.18.  "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.

                                        2

<PAGE>

   2.19.  "Insider" shall mean an individual who is, on the relevant date, an
officer, Director or the beneficial owner of more than ten percent (10%) of any
class of the Company's equity securities that is registered pursuant to Section
12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.

   2.20.  "Named Executive Officer" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the group of
"covered employees," as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.

   2.21.  "Nonemployee Director" shall have the meaning ascribed to such term
in Rule 16b-3 of the Exchange Act.

   2.22.  "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.

   2.23.  "Option" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.

   2.24.  "Option Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

   2.25.  "Participant" means a current or former Employee, Director or Agent
who has outstanding an Award granted under the Plan.

   2.26.  "Performance-Based Exception" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

   2.27.  "Performance Share" means an Award granted to a Participant, as
described in Article 9 herein.

   2.28.  "Performance Unit" means an Award granted to a Participant, as
described in Article 9 herein.

   2.29.  "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 goals, or upon the occurrence of other
events as determined by the Committee, at its discretion), and the Shares are
subject to a substantial risk of forfeiture, as provided in Article 8 herein.

   2.30.  "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 defined in Section 13(d) thereof.

   2.31.  "Restricted Stock" means an Award granted to a Participant pursuant
to Article 8 herein.

   2.32.  "Retirement" means:

      (a) for an Employee, such Employee's termination of employment with all
   members of the Enterprise on or after the date on which he or she shall have:

          (1) Attained Normal Retirement Age,

          (2) Attained age 55 and completed 180 Months of Vesting Service; or

          (3) Attained age 62 and completed 60 Months of Vesting Service,
       whichever is earliest;

      (b) for a Director, such Director's termination of service with all
   members of the Enterprise on or after the completion of two or more full or
   partial terms as a director of the Company or any of its Affiliates; or

                                        3

<PAGE>

      (c) for an Agent, such Agent's termination of service with all members of
   the Enterprise on or after the date on which he or she shall have:

          (1) Attained age 65,

          (2) Attained age 55 and completed 15 years of service; or

          (3) Attained age 62 and completed 5 years of service, whichever is
       earliest.

   For purposes of this Section, Normal Retirement Age and Months of Vesting
Service shall have the meanings assigned to them in the Nationwide Retirement
Plan.

   2.33.  "Shares" means the shares of Class A Common Stock of the Company, par
value $0.01 per share.

   2.34.  "Stock Appreciation Right" or "SAR" means an Award, granted alone or
in connection with a related Option, designated as an SAR, pursuant to the
terms of Article 7 herein.

   2.35.  "Subsidiary" means any corporation in which an organization owns
directly, or indirectly through subsidiaries, at least twenty-five percent
(25%) of the total combined voting power of all classes of stock, or any other
entity (including, but not limited to, partnerships and joint ventures) in
which the organization owns at least twenty-five percent (25%) of the combined
equity thereof.

   2.36.  "Tandem SAR" means an SAR that is granted in connection with a
related Option pursuant to Article 7 herein, the exercise of which shall
require forfeiture of the right to purchase a Share under the related Option
(and when a Share is purchased under the Option, the Tandem SAR shall similarly
be canceled).

                                  ARTICLE 3.

                                ADMINISTRATION

   3.1.  The Committee.  The Plan shall be administered by the Compensation
Committee of the Board, or by any other Committee appointed by the Board. The
members of the Committee shall be Nonemployee Directors and 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
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees,
Directors and Agents 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 Employees, Directors
and Agents; establish, amend, or waive rules and regulations for the Plan's
administration as they apply to Employees, Directors and Agents; and (subject
to the provisions of Article 15 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. Further, the Committee
shall make all other determinations, which may be necessary or advisable, for
the administration of the Plan, as the Plan applies to Employees, Directors and
Agents. 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 Company, its shareholders, Directors, Employees, Agents,
Participants, and their estates and beneficiaries.

                                        4

<PAGE>

                                  ARTICLE 4.

                 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

   4.1.  Number of Shares Available for Grants.  Subject to adjustment as
provided in Section 4.2 herein, the number of Shares available for grants to
Participants under the Plan shall be twenty million one hundred thousand
(20,100,000). The Committee shall determine the appropriate methodology for
calculating the number of Shares issued pursuant to the Plan. In the event any
Award under the Plan is forfeited or that any outstanding Award for any reason
expires, is terminated or cancelled without exercise, the Shares subject to
such Award shall again be available for grant or issuance under the Plan.

   Unless and until the Committee determines that an Award to a Named Executive
Officer shall not be designed to comply with the Performance-Based Exception,
the following rules shall apply to grants of such Awards under the Plan:

      (a) Options: The maximum aggregate number of Shares that may be purchased
   as a result of Options granted, pursuant to any Award granted in any one
   fiscal year to any one Participant, shall be five hundred thousand (500,000).

      (b) SARs: The maximum aggregate number of Shares that may be subject to
   Stock Appreciation Rights, pursuant to any Award granted in any one fiscal
   year to any one Participant, shall be five hundred thousand (500,000).

      (c) Restricted Stock: The maximum aggregate grant with respect to Awards
   of Restricted Stock granted in any one fiscal year to any one Participant
   shall be three hundred thousand (300,000) Shares.

      (d) Performance Shares/Performance Units: The maximum aggregate payout
   with respect to Awards of Performance Shares or Performance Units granted in
   any one fiscal year to any one Participant shall be the value of five
   hundred thousand (500,000) Shares at the end of the Performance Period.

   4.2.  Adjustments in Authorized Shares.  In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether
or not such reorganization comes within the definition of such term in Code
Section 368) or any partial or complete liquidation of the Company, such
adjustment shall be made in the number and class of Shares which may be
delivered under Section 4.1, in the number and class of 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) through 4.1(d), as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be rounded to the nearest whole number, with
one-half (1/2) shares rounded up to the next higher number.

                                  ARTICLE 5.

                         ELIGIBILITY AND PARTICIPATION

   5.1.  Eligibility.  Persons eligible to participate in this Plan include all
Employees of the Enterprise, including Employees who are members of the Board,
all Directors and all Agents .

   5.2.  Actual Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, Directors
and Agents, those to whom Awards shall be granted and shall determine the
nature and amount of each Award.

                                        5

<PAGE>

                                  ARTICLE 6.

                                    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.

   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, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.

   6.3.  Option Price.  The Option Price for each grant of an Option under this
Plan 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 a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant.

   6.5.  Exercise of Options.  Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
set forth in the Award Agreement and as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.
Options which are intended to be ISOs within the meaning of Code Section 422
shall be subject to the limitation set forth in Code Section 422(d).

   6.6.  Payment.  Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

   The Option Price upon exercise of any Option shall be payable to the Company
in full either: (a) in cash or its equivalent, or (b) by tendering previously
acquired Shares having an aggregate Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Shares, other than Shares
purchased by the Participant on the open market, which are tendered must have
been held by the Participant for at least six (6) months prior to their tender
to satisfy the Option Price), or (c) by a combination of (a) and (b).

   Cashless exercise, as permitted under Federal Reserve Board's Regulation T,
subject to applicable securities law restrictions, or by any other means may be
allowed on such terms and conditions as the Company's Chief Executive Officer,
in his or her sole discretion, shall determine to be consistent with the Plan's
purpose and applicable law, from time to time.

   Subject to any governing rules or regulations, as soon as practicable after
receipt of a written notification of exercise and full payment, the Company
shall deliver to the Participant, in the Participant's name, either
individually or jointly, Shares in an appropriate amount based upon the number
of Shares purchased under the Option(s).

   6.7.  Restrictions on Share Transferability.  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 and as are set forth in
the Award Agreement, 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

<PAGE>

   6.8.  Termination of Employment or Service.  Each Participant's Option Award
Agreement shall set forth the extent to which the Participant shall have the
right to exercise the Option following termination of the Participant's
employment or, if Participant is a Director or Agent, service with the
Enterprise. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for termination of
employment.

   6.9.  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:  Except as otherwise provided in a
   Participant's Award Agreement, no NQSO granted under this Article 6 may be
   sold, transferred, pledged, assigned, or otherwise alienated or
   hypothecated, other than by will or by the laws of descent and distribution.
   Further, except as otherwise provided in a Participant's Award Agreement,
   all NQSOs granted to a Participant under this Article 6 shall be exercisable
   during his or her lifetime only by such Participant.

                                  ARTICLE 7.

                           STOCK APPRECIATION RIGHTS

   7.1.  Grant of SARs.  Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SAR.

   The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

   The grant price of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.

   7.2.  Exercise of Tandem SARs.  Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

   Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one
hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to the
underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem
SAR may be exercised only when the Fair Market Value of the Shares subject to
the ISO exceeds the Option Price of the ISO.

   7.3.  Exercise of Freestanding SARs.  Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them and sets forth in the Award Agreement.

   7.4.  SAR Agreement.  Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.

                                        7

<PAGE>

   7.5.  Term of SARs.  The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.

   7.6.  Payment of SAR Amount.  Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

      (a) the difference between the Fair Market Value of a Share on the date
   of exercise over the grant price; by

      (b) the number of Shares with respect to which the SAR is exercised.

   At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof.

   7.7.  Termination of Employment or Service.  Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment or, if
Participant is a Director or Agent, service with the Enterprise. Such
provisions shall be determined in the sole discretion of the Committee, shall
be included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment.

   7.8.  Nontransferability of SARs.  Except as otherwise provided in a
Participant's Award Agreement, no SAR 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, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.

                                  ARTICLE 8.

                               RESTRICTED STOCK

   8.1.  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.

   8.2.  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.

   8.3.  Transferability.  Except as provided in this Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated until the end of the applicable Period
of Restriction established by the Committee and specified in the Restricted
Stock Award Agreement, or upon earlier satisfaction of any other conditions, as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock Award Agreement. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be available during his or
her lifetime only to such Participant.

   8.4.  Other Restrictions.  Subject to Article 11 herein, 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 and as are set
forth in the Award Agreement 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 goals
(Company-wide, divisional, and/or individual), time-based restrictions on
vesting following the attainment of the performance goals, and/or restrictions
under applicable federal or state securities laws.

                                        8

<PAGE>

   The Company shall retain the certificates representing Shares of Restricted
Stock in the Company'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 8, 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.

   8.5.  Voting Rights.  During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

   8.6.  Dividends and Other Distributions.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular dividends paid with respect to the underlying Shares
while they are so held. The Committee may apply any restrictions to the
dividends that the Committee deems appropriate and as are set forth in the
Award Agreement. Without limiting the generality of the preceding sentence, if
the grant or vesting of Restricted Shares granted to a Named Executive Officer
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 Restricted Shares, such that the
dividends and/or the Restricted Shares maintain eligibility for the
Performance-Based Exception.

   8.7.  Termination of Employment or Service.  Each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive unvested Restricted Shares following termination of the
Participant's employment or, if Participant is a Director or Agent, service
with the Enterprise. Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Shares of Restricted Stock
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination of employment; provided, however that, except in the cases of
terminations connected with a Change in Control and terminations by reason of
death or Disability, the vesting of Shares of Restricted Stock which qualify
for the Performance-Based Exception and which are held by Named Executive
Officers shall occur at the time they otherwise would have, but for the
employment termination.

                                  ARTICLE 9.

                   PERFORMANCE UNITS AND PERFORMANCE SHARES

   9.1.  Grant of Performance Units/Shares.  Subject to the terms of the Plan,
Performance Units and/or Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee and as shall be set forth in the Award
Agreement.

   9.2.  Value of Performance Units/Shares.  Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant.
Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the date of grant. The Committee shall set performance
goals in its discretion which, depending on the extent to which they are met,
will determine the number and/or value of Performance Units/Shares that will be
paid out to the Participant. For purposes of this Article 9, the time period
during which the performance goals must be met shall be called a "Performance
Period."

   9.3.  Earning of Performance Units/Shares.  Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and
value of Performance Units/Shares earned by him or her over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved.

   9.4.  Form and Timing of Payment of Performance Units/Shares.  Payment of
earned Performance Units/Shares shall be made in a single lump sum following
the close of the applicable Performance Period.

                                        9

<PAGE>

Subject to the terms of this Plan, the Committee, in its sole discretion, may
pay earned Performance Units/Shares 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 Performance Units/Shares at the close of the applicable
Performance Period. Such Units/Shares may be granted subject to any
restrictions deemed appropriate by the Committee and set forth in the Award
Agreement.

   At the discretion of the Committee, Participants may be entitled to receive
any dividends declared with respect to Shares which have been earned in
connection with grants of Performance Units and/or Performance Shares which
have been earned, but not yet distributed to Participants (such dividends shall
be subject to the same accrual, forfeiture, and payout restrictions as apply to
dividends earned with respect to Shares of Restricted Stock, as set forth in
Section 8.6 herein). In addition, Participants may, at the discretion of the
Committee, be entitled to exercise their voting rights with respect to such
Shares.

   9.5.  Termination of Employment or Service Due to Death, Disability, or
Retirement.  Unless determined otherwise by the Committee and set forth in the
Participant's Award Agreement, in the event the employment or, if Participant
is a Director or Agent, service of a Participant with the Enterprise is
terminated by reason of death, Disability, or Retirement during a Performance
Period, the Participant shall receive a payout of the Performance Units/Shares
which is prorated, as specified by the Committee in its discretion.

   Payment of earned Performance Units/Shares shall be made at a time specified
by the Committee in its sole discretion and set forth in the Participant's
Award Agreement. Notwithstanding the foregoing, with respect to Named Executive
Officers who retire during a Performance Period, payments shall be made at the
same time as payments are made to Participants who did not terminate employment
during the applicable Performance Period.

   9.6.  Termination of Employment or Service for Other Reasons.  In the event
that a Participant's employment or, if Participant is a Director or Agent,
service with the Enterprise terminates for any reason other than those reasons
set forth in Section 9.5 herein, all Performance Units/Shares shall be
forfeited by the Participant to the Company unless determined otherwise by the
Committee, as set forth in the Participant's Award Agreement.

   9.7.  Nontransferability.  Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution. Further, except as otherwise
provided in a Participant's Award Agreement, a Participant's rights under the
Plan shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.

                                  ARTICLE 10.

                             PERFORMANCE MEASURES

   Unless and until the Committee proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article 10, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Named Executive Officers which are
designed to qualify for the Performance-Based Exception, the performance
measure(s) to be used for purposes of such grants shall be chosen from among
earnings per share, economic value added, market share (actual or targeted
growth), net income (before or after taxes), operating income, return on assets
(actual or targeted growth), return on capital (actual or targeted growth),
return on equity (actual or targeted growth), return on investment (actual or
targeted growth), revenue (actual or targeted growth), share price, stock price
growth, or total shareholder return.

   The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the pre-established performance goals; provided,
however, that Awards which are designed to qualify for the

                                       10

<PAGE>

Performance-Based Exception, and which are held by Named Executive Officers,
may not be adjusted upward (the Committee shall retain the discretion to adjust
such Awards downward).

   In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

                                  ARTICLE 11.

                            BENEFICIARY DESIGNATION

   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 Company, and will be effective only when filed by the Participant in
writing during the Participant's lifetime with the party chosen by the Company,
from time to time, to administer the Plan. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

                                  ARTICLE 12.

                                   DEFERRALS

   A Participant may, to the extent permitted by the rules and procedures
described below, elect to defer his or her receipt of the payment of cash or
the delivery of Shares that would otherwise be due to such Participant by
virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions
with respect to Restricted Stock, or the satisfaction of any requirements or
goals with respect to Performance Units/Shares. Such deferral election shall be
permitted pursuant to rules and procedures for such deferrals established by
the Chief Executive Officer of the Company, in his or her sole discretion, from
time to time. Such deferrals may be required by the Committee at any time
pursuant to the terms of the rules and guidelines then in effect.

                                  ARTICLE 13.

                            RIGHTS OF PARTICIPANTS

   13.1.  Continued Service.  Nothing in the Plan shall:

      (a) interfere with or limit in any way the right of the Company to
   terminate any Participant's employment or service at any time,

      (b) confer upon any Participant any right to continue in the employ or
   service of any member of the Enterprise, nor

      (c)  confer on any Director any right to continue to serve on the Board
   of Directors of any member of the Enterprise.

   13.2.  Participation.  No Employee, Director or Agent 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.

                                       11

<PAGE>

                                  ARTICLE 14.

                               CHANGE IN CONTROL

   14.1.  Treatment of Outstanding Awards.  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 and SARs granted hereunder shall become
   immediately exercisable, and shall remain exercisable throughout their
   entire term;

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

      (c) The target payout opportunities attainable under all outstanding
   Awards of Restricted Stock, Performance Units and Performance Shares shall
   be deemed to have been fully earned for the entire Performance Period(s) as
   of the date the Change in Control occurs. The vesting of all Awards
   denominated in Shares shall be accelerated as of the effective date of the
   Change in Control, and there shall be paid out in cash to Participants, with
   respect to Awards which are payable in cash, within thirty (30) days
   following the effective date of the Change in Control a pro rata amount
   based upon an assumed achievement of all relevant performance goals and upon
   the length of time within the Performance Period which has elapsed prior to
   the Change in Control.

   14.2.  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 14 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; provided, however, the Board of Directors, upon
recommendation of the Committee, may terminate, amend, or modify this Article
14 at any time and from time to time prior to the date of a Change in Control.
This Section 14.2 shall not operate to reduce any rights granted to a
Participant under Section 15.3.

                                  ARTICLE 15.

                    AMENDMENT MODIFICATION AND TERMINATION

   15.1.  Amendment, Modification, and Termination.  The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, however, that no amendment which requires shareholder
approval in order for the Plan to continue to comply with any rule promulgated
by the United States Securities and Exchange Commission or any securities
exchange on which the securities of the Company are listed, shall be effective
unless such amendment shall be approved by the requisite vote of shareholders
of the Company entitled to vote thereon.

   15.2.  Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events.  The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or non-recurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that
no such adjustment shall be authorized to the extent that such authority would
be inconsistent with the Plan's meeting the requirements of Section 162(m) of
the Code, as from time to time amended.

                                       12

<PAGE>

   15.3.  Compliance with Code Section 162(m).  At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Committee determines that such compliance is not desired with respect to any
Award or Awards available for grant under the Plan, then compliance with Code
Section 162(m) will not be required. 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 15, make any adjustments it deems appropriate.

                                  ARTICLE 16.

                                  WITHHOLDING

   16.1.  Tax Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, 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. Such required withholding shall be determined
based on the Fair Market Value of the Shares to be delivered, if any, on the
date the taxable event occurs (i.e., the date on which restrictions lapse with
respect to Restricted Stock or an Option is exercised).

   16.2.  Share Withholding.  With respect to withholding required upon the
exercise of Options or SARs, 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, subject to the approval of the Company's
Chief Executive Officer, to satisfy the withholding requirement, in whole or in
part, by having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the minimum statutory total tax which
could be imposed on 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 Company's Chief Executive Officer, in his
or her sole discretion, deems appropriate.

                                  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 Company to the fullest
extent permitted by Delaware law 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 Company'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 Company 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 is subject to the person having been
successful in the legal proceedings or having acted in good faith and what is
reasonably believed to be a lawful manner in the Company's best interests. The
foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the Company's
Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.

                                       13

<PAGE>

                                  ARTICLE 18.

                                  SUCCESSORS

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

                                  ARTICLE 19.

                              LEGAL CONSTRUCTION

   19.1.  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.

   19.2.  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.

   19.3.  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.

   19.4.  Securities Law Compliance.  With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions or Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

   19.5.  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 Delaware.

                                       14