<PAGE>

                                                                Exhibit 10.6




                   DEVELOPERS DIVERSIFIED REALTY CORPORATION

                            EQUITY-BASED AWARD PLAN

SECTION 1.  PURPOSE; DEFINITIONS.

                 The purpose of the Developers Diversified Realty Corporation
Equity-Based Award Plan (the "Plan") is to enable Developers Diversified Realty
Corporation (the "Company") to attract, retain and reward key employees of the
Company and strengthen the mutuality of interests between those key employees
and the Company's shareholders by offering the key employees equity or
equity-based incentives.

                 For purposes of the Plan, the following terms are defined as
follows:

                 (a)      "Affiliate" means any entity (other than the Company
         and any Subsidiary) that is designated by the Board as a participating
         employer under the Plan.

                 (b)      "Award" means any award of Stock Options, Share
         Appreciation Rights, Restricted Shares, Deferred Shares, Share
         Purchase Rights or Other Share-Based Awards under the Plan.

                 (c)      "Board" means the Board of Directors of the Company.

                 (d)      "Change in Control" has the meaning set forth in
         Section 11(b).

                 (e)      "Change in Control Price" has the meaning set forth
         in Section 11(d).

                 (f)      "Code" means the Internal Revenue Code of 1986, as
         amended from time to time, and any successor thereto.

                 (g)      "Committee" means the Executive Compensation
         Committee of the Board of the Company.

                 (h)      "Company" means Developers Diversified Realty
         Corporation, an Ohio corporation, or any successor corporation.

                 (i)      "Deferred Shares" means an Award of the right to
         receive Shares at the end of a specified deferral period granted
         pursuant to Section 8.

                 (j)      "Disability" means disability as determined under
         procedures established by the Committee for purposes of the Plan.
<PAGE>
                 (k)      "Disinterested Person" has the meaning set forth in
         Rule 16b-3(c)(2)(i) as promulgated by the Securities and Exchange
         Commission under the Exchange Act, or any successor definition adopted
         by the Securities and Exchange Commission.

                 (l)      "Exchange Act" means the Securities Exchange Act of
         1934, as amended.

                 (m)      "Fair Market Value" means, as of any date, the mean
         between the highest and lowest quoted selling price, regular way, of
         the Shares on that date on the New York Stock Exchange or, if no such
         sale of the Shares occurs on the New York Stock Exchange (or, if the
         Shares no longer trade on the New York Stock Exchange, any other
         national exchange) on that date, then that mean price on the next
         preceding day on which the Shares were traded.  If the Shares are no
         longer traded on any national exchange, then the Fair Market Value of
         the Shares as of any date is the value determined for that date by the
         Committee in good faith.

                 (n)      "Incentive Stock Option" means any Stock Option
         intended to be and designated as, and that otherwise qualifies as, an
         "Incentive Stock Option" within the meaning of Section 422 of the Code
         or any successor section thereto.

                 (o)      "Non-Qualified Stock Option" means any Stock Option
         that is not an Incentive Stock Option.

                 (p)      "Other Share-Based Awards" means an Award granted
         pursuant to Section 10 that is valued, in whole or in part, by
         reference to, or is otherwise based on, Shares.

                 (q)      "Outside Director" has the meaning set forth in
         Section 162(m) of the Code and the regulations promulgated thereunder.

                 (r)      "Plan" means the Developers Diversified Realty
         Corporation Equity-Based Award Plan, as amended from time to time.

                 (s)      "Potential Change in Control" has the meaning set
         forth in Section 11(c).

                 (t)      "Restricted Shares" means an Award of Shares that is
         granted pursuant to Section 7 and is subject to restrictions.





                                      -2-
<PAGE>
                 (u)      "Section 16 Participant" means a participant under
         the Plan who is subject to Section 16 of the Exchange Act.

                 (v)      "Share Appreciation Right" means an Award of a right
         to receive an amount from the Company that is granted pursuant to
         Section 6.

                 (w)      "Shares" means the Common Shares, without par value,
         of the Company.

                 (x)      "Stock Option" or "Option" means any option to
         purchase Shares (including Restricted Shares and Deferred Shares, if
         the Committee so determines) that is granted pursuant to Section 5.

                 (y)      "Share Purchase Right" means an Award of the right to
         purchase Shares that is granted pursuant to Section 9.

                 (z)      "Subsidiary" means any corporation (other than the
         Company) in an unbroken chain of corporations beginning with the
         Company if each of the corporations (other than the last corporation
         in the unbroken chain) owns stock possessing 50% or more of the total
         combined voting power of all classes of stock in one of the other
         corporations in that chain.


SECTION 2.  ADMINISTRATION.

                 The Plan shall be administered by the Committee.  The
Committee shall consist of not less than three directors of the Company, all of
whom shall be Disinterested Persons and Outside Directors.  Those directors
shall be appointed by the Board and shall serve as the Committee at the
pleasure of the Board.  The functions of the Committee specified in the Plan
shall be exercised by the Board if and to the extent that no Committee exists
that has the authority to so administer the Plan.

                 The Committee shall have full power to interpret and
administer the Plan and full authority to select the individuals to whom Awards
will be granted and to determine the type and amount of any Award to be granted
to each participant, the consideration, if any, to be paid for any Award, the
timing of each Award, the terms and conditions of any Award granted under the
Plan and the terms and conditions of the related agreements that will be
entered into with participants.  As to the selection of and grant of Awards to
participants who are not Section 16 Participants, the Committee may delegate
its responsibilities to members of the Company's management in any manner
consistent with applicable law.





                                      -3-
<PAGE>
                 The Committee shall have the authority to adopt, alter and
repeal such rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto);
to direct employees of the Company or other advisors to prepare such materials
or perform such analyses as the Committee deems necessary or appropriate; and
otherwise to supervise the administration of the Plan.

                 Any interpretation or administration of the Plan by the
Committee, and all actions and determinations of the Committee, shall be final,
binding and conclusive on the Company, its shareholders, Subsidiaries,
Affiliates, all participants in the Plan, their respective legal
representatives, successors and assigns, and all persons claiming under or
through any of them.  No member of the Board or of the Committee shall incur
any liability for any action taken or omitted, or any determination made, in
good faith in connection with the Plan.


SECTION 3.  SHARES SUBJECT TO THE PLAN.

                 (a)      Aggregate Shares Subject to the Plan.  Subject to
         adjustment as provided in Section 3(c), the total number of Shares
         reserved and available for Awards under the Plan is 600,000.  Any
         Shares issued hereunder may consist, in whole or in part, of
         authorized and unissued shares or treasury shares.

                 (b)      Forfeiture or Termination of Awards of Shares.  If
         any Shares subject to any Award granted hereunder are forfeited or an
         Award otherwise terminates or expires without the issuance of Shares,
         the Shares subject to that Award shall again be available for
         distribution in connection with future Awards under the Plan as set
         forth in Section 3(a), unless the participant who had been awarded
         those forfeited Shares or the expired or terminated Award has
         theretofore received dividends or other benefits of ownership with
         respect to those Shares. For purposes hereof, a participant shall not
         be deemed to have received a benefit of ownership with respect to
         those Shares by the exercise of voting rights, or by the accumulation
         of dividends that are not realized because of the forfeiture of those
         Shares or the expiration or termination of the related Award without
         issuance of those Shares.

                 (c)      Adjustment.  In the event of any merger,
         reorganization, consolidation, recapitalization, share dividend, share
         split, combination of shares or other change in corporate structure of
         the Company affecting the Shares, such substitution or adjustment
         shall be made in the aggregate number of Shares reserved for issuance
         under the Plan, in the number and option price of Shares subject to
         outstanding options granted under the Plan in the number and purchase
         and purchase price of Shares subject to outstanding Share Purchase





                                      -4-
<PAGE>
         Rights granted under the Plan, in the number of Share Appreciation
         Rights granted under the Plan and in the number of Shares subject to
         Restricted Share Awards, Deferred Share Awards and any other
         outstanding Awards granted under the Plan as may be approved by the
         Committee, in its sole discretion, but the number of Shares subject to
         any Award shall always be a whole number.  Any fractional Shares shall
         be eliminated.

                 (d)      Annual Award Limit.  No participant may be granted
         Stock Options or other Awards under the Plan with respect to an
         aggregate of more than 100,000 Shares (subject to adjustment as
         provided in Section 3(c) hereof) during any calendar year.


SECTION 4.  ELIGIBILITY.

                 Officers and other key employees of the Company, and of its
Subsidiaries and Affiliates, if any, who are responsible for or contribute to
the management, growth or profitability of the business of the Company (or of
its Subsidiaries or Affiliates, if any), are eligible to be granted Awards
under the Plan.


SECTION 5.  STOCK OPTIONS.

                 (a)      Grant.  Stock Options may be granted alone, in
         addition to or in tandem with other Awards granted under the Plan or
         cash awards made outside the Plan. The Committee shall determine the
         individuals to whom, and the time or times at which, grants of Stock
         Options will be made, the number of Shares purchasable under each
         Stock Option and the other terms and conditions of the Stock Options
         in addition to those set forth in Sections 5(b) and 5(c).  Any Stock
         Option granted under the Plan shall be in such form as the Committee
         may from time to time approve.

                 Stock Options granted under the Plan may be of two types which
         shall be indicated on their face: (i) Incentive Stock Options and (ii)
         Non-Qualified Stock Options.  Subject to Section 5(c), the Committee
         shall have the authority to grant to any participant Incentive Stock
         Options, Non-Qualified Stock Options or both types of Stock Options.

                 (b)      Terms and Conditions.  Options granted under the Plan
         shall be evidenced by an agreement ("Option Agreements"), shall be
         subject to the following terms and conditions and shall contain such
         additional terms and conditions, not inconsistent with the terms of
         the Plan, as the Committee shall deem desirable:

                           (1)     Option Price.  The option price per share of
                 Shares purchasable under a Non-Qualified Stock Option or


                                      -5-
<PAGE>
                 an Incentive Stock Option shall be determined by the Committee
                 at the time of grant and shall be not less than 100% of the
                 Fair Market Value of the Shares at the date of grant (or, with
                 respect to an Incentive Stock Option, 110% of the Fair Market
                 Value of the Shares at the date of grant in the case of a
                 participant who at the date of grant owns Shares possessing
                 more than ten percent of the total combined voting power of all
                 classes of stock of the Company or its parent or Subsidiary
                 corporations (as determined under Sections 424(d), (e) and (f)
                 of the Code)).

                          (2)     Option Term.  The term of each Stock Option
                 shall be determined by the Committee and may not exceed ten
                 years from the date the Option is granted (or, with respect to
                 an Incentive Stock Option, five years in the case of a
                 participant who at the date of grant owns Shares possessing
                 more than ten percent of the total combined voting power of
                 all classes of stock of the Company or its parent or
                 Subsidiary corporations (as determined under Sections 424(d),
                 (e) and (f) of the Code)).

                          (3)     Exercise.  Stock Options shall be exercisable
                 at such time or times and shall be subject to such terms and
                 conditions as shall be determined by the Committee at or after
                 grant; but, except as provided in Section 5(b)(6) and Section
                 11, unless otherwise determined by the Committee at or after
                 grant, no Stock Option shall be exercisable prior to six
                 months and one day following the date of grant.  If any Stock
                 Option is exercisable only in installments or only after
                 specified exercise dates, the Committee may waive, in whole or
                 in part, such installment exercise provisions, and may
                 accelerate any exercise date or dates, at any time at or after
                 grant based on such factors as the Committee shall determine,
                 in its sole discretion.

                          (4)     Method of Exercise.  Subject to any
                 installment exercise provisions that apply with respect to any
                 Stock Option, and the six month and one day holding period set
                 forth in Section 5(b)(3), that Stock Option may be exercised
                 in whole or in part, at any time during the Option period, by
                 the holder thereof giving to the Company written notice of
                 exercise specifying the number of Shares to be purchased.

                          That notice shall be accompanied by payment in full
                 of the Option price of the Shares for which the Option is
                 exercised, in cash or Shares or by check or such other
                 instrument as the Committee may accept.  The value of each
                 such Share surrendered or withheld shall be 100% of






                                      -6-
<PAGE>
                 the Fair Market Value of the Shares on the date the option is
                 exercised.

                          No Shares shall be issued on an exercise of an Option
                 until full payment has been made.  A participant shall not
                 have rights to dividends or any other rights of a shareholder
                 with respect to any Shares subject to an Option unless and
                 until the participant has given written notice of exercise,
                 has paid in full for those Shares, has given, if requested,
                 the representation described in Section 11(a), and those
                 Shares have been issued to him.

                          (5)     Non-Transferability of Options.  No Stock
                 Option shall be transferable by any participant other than by
                 will or by the laws of descent and distribution, and all Stock
                 Options shall be exercisable, during the participant's
                 lifetime, only by the participant or, subject to Sections
                 5(b)(3) and 5(c), by the participant's authorized legal
                 representative if the participant is unable to exercise an
                 Option as a result of the participant's Disability.

                          (6)     Termination by Death.  Subject to Section
                 5(c), if any participant's employment with the Company or any
                 Subsidiary or Affiliate terminates by reason of death, any
                 Stock Option held by that participant may thereafter be
                 exercised, to the extent that Option was exercisable at the
                 time of death or would have become exercisable within one year
                 from the time of death had the participant continued to
                 fulfill all conditions of the Option during that period (or on
                 such accelerated basis as the Committee may determine at or
                 after grant), by the estate of the participant (acting through
                 its fiduciary), for a period of one year (or such other period
                 as the Committee may specify at or after grant) from the date
                 of that death.  The balance of the Stock Option shall be
                 forfeited.

                          (7)     Termination by Reason of Disability.  Subject
                 to Sections 5(b)(3) and 5(c), if a participant's employment
                 with the Company or any Subsidiary or Affiliate terminates by
                 reason of Disability, any Stock Option held by that
                 participant may thereafter be exercised, to the extent that
                 Option was exercisable at the time of termination or would
                 have become exercisable within one year from the time of
                 termination had the participant continued to fulfill all
                 conditions of the Option during that period (or on such
                 accelerated basis as the Committee may determine at or after
                 grant), by the participant or by the participant's duly
                 authorized legal representative if the participant is unable
                 to exercise the Option as a result of the participant's
                 Disability, for a period of one year (or such other period as
                 the





                                      -7-
<PAGE>
                 Committee may specify at or after grant) from the date of such
                 termination of employment, but in no event may any such Option
                 be exercised prior to six months and one day from the date of
                 grant; and if the participant dies within that one-year period
                 (or such other period as the Committee shall specify at or
                 after grant), any unexercised Stock Option held by that
                 participant shall thereafter be exercisable by the estate of
                 the participant (acting through its fiduciary) to the same
                 extent to which it was exercisable at the time of death, for a
                 period of one year from the date of that termination of
                 employment.  The balance of the Stock Option shall be
                 forfeited.

                          (8)     Other Termination.  Unless otherwise
                 determined by the Committee at or after the time of granting
                 any Stock Option, if a participant's employment with the
                 Company or any Subsidiary or Affiliate terminates for any
                 reason other than death or Disability, all Stock Options held
                 by that participant shall terminate 90 days after the date
                 employment terminates.

                 (c)      Incentive Stock Options.  Notwithstanding Sections
         5(b)(6) and (7), an Incentive Stock Option shall be exercisable by (i)
         a participant's authorized legal representative (if the participant is
         unable to exercise the Incentive Stock Option as a result of the
         participant's Disability) only if, and to the extent, permitted by
         Section 422 of the Code and (ii) by the participant's estate, in the
         case of death, or authorized legal representative, in the case of
         Disability, no later than 10 years from the date the Incentive Stock
         Option was granted (in addition to any other restrictions or
         limitations that may apply).  Anything in the Plan to the contrary
         notwithstanding, no term or provision of the Plan relating to
         Incentive Stock Options shall be interpreted, amended or altered, nor
         shall any discretion or authority granted under the Plan be exercised,
         so as to disqualify the Plan under Section 422 of the Code, or,
         without the consent of the participants affected, to disqualify any
         Incentive Stock Option under that Section 422 or any successor Section
         thereto.

                 (d)      Buyout Provisions.  The Committee may at any time buy
         out for a payment in cash, Shares, Deferred Shares or Restricted
         Shares an Option previously granted, based on such terms and
         conditions as the Committee shall establish and agree upon with the
         participant, but no such transaction involving a Section 16
         Participant shall be structured or effected in a manner that would
         result in any liability on the part of the participant under Section
         16(b) of the Exchange Act or the rules and regulations promulgated
         thereunder.




                                      -8-
<PAGE>
SECTION 6.       SHARE APPRECIATION RIGHTS.

                 (a)  Grant.  Share Appreciation Rights may be granted in
         connection with all or any part of an Option, either concurrently with
         the grant of the Option or, if the Option is a Non-Qualified Stock
         Option, by an amendment to the Option at any time thereafter during
         the term of the Option.  Share Appreciation Rights may be exercised in
         whole or in part at such times under such conditions as may be
         specified by the Committee in the participant's Option Agreement.

                 (b)      Terms and Conditions.  The following terms and
         conditions will apply to all Share Appreciation Rights that are
         granted in connection with Options:

                          (1)     Rights.  Share Appreciation Rights shall
                 entitle the participant, upon exercise of all or any part of
                 the Share Appreciation Rights, to surrender to the Company
                 unexercised that portion of the underlying Option relating to
                 the same number of Shares as is covered by the Share
                 Appreciation Rights (or the portion of the Share Appreciation
                 Rights so exercised) and to receive in exchange from the
                 Company an amount equal to the excess of (x) the Fair Market
                 Value, on the date of exercise, of the Shares covered by the
                 surrendered portion of the underlying Option over (y) the
                 exercise price of the Shares covered by the surrendered
                 portion of the underlying Option.  The Committee may limit the
                 amount that the participant will be entitled to receive upon
                 exercise of the Share Appreciation Right.

                          (2)     Surrender of Option.  Upon the exercise of
                 the Share Appreciation Right and surrender of the related
                 portion of the underlying Option, the Option, to the extent
                 surrendered, will not thereafter be exercisable.  The
                 underlying Option may provide that such Share Appreciation
                 Rights will be payable solely in cash.  The terms of the
                 underlying Option shall provide a method by which an
                 alternative fair market value of the Shares on the date of
                 exercise shall be calculated based on one of the following:
                 (x) the closing price of the Shares on the national exchange
                 on which they are then traded on the business day immediately
                 preceding the day of exercise; (y) the highest closing price
                 of the Shares on the national exchange on which they have been
                 traded, during the 90 days immediately preceding the Change in
                 Control; or (z) the greater of (x) and (y).

                          (3)     Exercise.  In addition to any further
                 conditions upon exercise that may be imposed by the Committee,
                 the Share Appreciation Rights shall be exercisable only to the
                 extent that the related Option is exercisable, except that in
                 no event will a Share





                                      -9-
<PAGE>
                 Appreciation Right held by a Section 16 Participant be
                 exercisable within the first six months after it is awarded
                 even though the related Option is or becomes exercisable, and
                 each Share Appreciation Right will expire no later than the
                 date on which the related Option expires.  A Share Appreciation
                 Right may only be exercised at a time when the Fair Market
                 Value of the Shares covered by the Share Appreciation Right
                 exceeds the exercise price of the Shares covered by the
                 underlying Option. No Share Appreciation Right held by a
                 Section 16 Participant shall be exercisable by its terms within
                 the first six months after it is granted, and a Section 16
                 Participant may only exercise a Share Appreciation Right during
                 a period beginning on the third business day and ending on the
                 twelfth business day following the release for publication of
                 quarterly or annual summary statements of the Company's sales
                 and earnings.

                          (4)     Method of Exercise.  Share Appreciation
                 Rights may be exercised by the participant's giving written
                 notice of the exercise to the Company, stating the number of
                 Share Appreciation Rights the participant has elected to
                 exercise and surrendering the portion of the underlying Option
                 relating to the same number of Shares as the number of Share
                 Appreciation Rights elected to be exercised.

                          (5)     Payment.  The manner in which the Company's
                 obligation arising upon the exercise of the Share Appreciation
                 Right will be paid will be determined by the Committee and
                 shall be set forth in the participant's Option Agreement.  The
                 Committee may provide for payment in Shares or cash, or a
                 fixed combination of Shares or cash, or the Committee may
                 reserve the right to determine the manner of payment at the
                 time the Share Appreciation Right is exercised.  Shares issued
                 upon the exercise of a Share Appreciation Right will be valued
                 at their Fair Market Value on the date of exercise.


SECTION 7.  RESTRICTED SHARES.

                 (a)      Grant.  Restricted Shares may be issued alone, in
         addition to or in tandem with other Awards under the Plan or cash
         awards made outside of the Plan.  The Committee shall determine the
         individuals to whom, and the time or times at which, grants of
         Restricted Shares will be made, the number of Restricted Shares to be
         awarded to each participant, the price (if any) to be paid by the
         participant (subject to Section 7(b)), the date or dates upon which
         Restricted Share Awards will vest and the period or periods within
         which those Restricted Share Awards may be subject to forfeiture, and
         the




                                      -10-
<PAGE>
         other terms and conditions of those Awards in addition to those set
         forth in Section 7(b).

                          The Committee may condition the grant of Restricted
         Shares upon the attainment of specified performance goals or such
         other factors as the Committee may determine in its sole discretion.

                 (b)      Terms and Conditions.  Restricted Shares awarded
         under the Plan shall be subject to the following terms and conditions
         and such additional terms and conditions, not inconsistent with the
         provisions of the Plan, as the Committee shall deem desirable.  A
         participant who receives a Restricted Share Award shall not have any
         rights with respect to that Award, unless and until the participant
         has executed an agreement evidencing the Award in the form approved
         from time to time by the Committee and has delivered a fully executed
         copy thereof to the Company, and has otherwise complied with the
         applicable terms and conditions of that Award.

                          (1)     The purchase price (if any) for Restricted
                 Shares shall be determined by the Committee at the time of
                 grant.

                          (2)     Awards of Restricted Shares must be accepted
                 by executing a Restricted Share Award agreement and paying the
                 price (if any) that is required under Section 7(b)(1).

                          (3)     Each participant receiving a Restricted Share
                 Award shall be issued a stock certificate in respect of those
                 Restricted Shares.  The certificate shall be registered in the
                 name of the participant, and shall bear an appropriate legend
                 referring to the terms, conditions and restrictions applicable
                 to the Award.

                          (4)     The Committee shall require that the stock
                 certificates evidencing the Restricted Shares be held in
                 custody by the Company until the restrictions thereon shall
                 have lapsed, and that, as a condition of any Restricted Shares
                 Award, the participant shall have delivered to the Company a
                 stock power, endorsed in blank, relating to the Shares covered
                 by that Award.

                          (5)     Subject to the provisions of this Plan and
                 the Restricted Share Award agreement, during a period set by
                 the Committee commencing with the date of any Award (the
                 "Restriction Period"), the participant shall not be permitted
                 to sell, transfer, pledge, assign or otherwise encumber the
                 Restricted Shares covered by that Award. The Restriction
                 Period shall not be less than three years in duration
                 ("Minimum Restriction Period") unless otherwise determined by
                 the Committee at the time of grant. Subject to these
                 limitations and the Minimum Restriction Period

                                      -11-
<PAGE>
                 requirement, the Committee, in its sole discretion, may provide
                 for the lapse of restrictions in installments and may
                 accelerate or waive restrictions, in whole or in part, based on
                 service, performance or such other factors and criteria as the
                 Committee may determine in its sole discretion.

                          (6)     Except as provided in this Section 7(b)(6),
                 Section 7(b)(5) and Section 7(b)(7), the participant shall
                 have, with respect to the Restricted Shares awarded, all of
                 the rights of a shareholder of the Company, including the
                 right to vote the Shares, and the right to receive any
                 dividends.  The Committee, in its sole discretion, as
                 determined at the time of Award, may permit or require the
                 payment of cash dividends to be deferred and subject to
                 forfeiture and, if the Committee so determines, reinvested,
                 subject to Section 11(f), in additional Restricted Shares to
                 the extent Shares are available under Section 3, or otherwise
                 reinvested.  Unless the Committee or Board determines
                 otherwise, Share dividends issued with respect to Restricted
                 Shares shall be treated as additional Restricted Shares that
                 are subject to the same restrictions and other terms and
                 conditions that apply to the Shares with respect to which such
                 dividends are issued.

                          (7)     No Restricted Shares shall be transferable by
                 a participant other than by will or by the laws of descent and
                 distribution.

                          (8)     If a participant's employment with the
                 Company or any Subsidiary or Affiliate terminates by reason of
                 death, any Restricted Shares held by that participant shall
                 thereafter vest and any restriction shall lapse to the extent
                 such Restricted Shares would have become vested or no longer
                 subject to restriction within one year from the time of death
                 had the participant continued to fulfill all of the conditions
                 of the Restricted Share Award during that period (or on such
                 accelerated basis as the Committee may determine at or after
                 grant).  The balance of the Restricted Shares shall be
                 forfeited.

                          (9)     If a participant's employment with the
                 Company or any Subsidiary or Affiliate terminates by reason of
                 Disability, any Restricted Shares held by that participant
                 shall thereafter vest and any restriction shall lapse to the
                 extent such Restricted Shares would have become vested or no
                 longer subject to restriction within one year from the time of
                 termination had the participant continued to fulfill all of
                 the conditions of the Restricted Share Award during that
                 period (or on such accelerated basis as the Committee may
                 determine at or after grant), subject in all cases to the
                 Minimum.


                                      -12-
<PAGE>
                 Restriction Period requirement.  The balance of the
                 Restricted Shares shall be forfeited.

                          (10)    Unless otherwise determined by the Committee
                 at or after the time of granting any Restricted Shares, if a
                 participant's employment with the Company or any Subsidiary or
                 Affiliate terminates for any reason other than death or
                 Disability, the Restricted Shares held by that participant
                 that are unvested or subject to restriction at the time of
                 termination shall thereupon be forfeited.

                 (c)      Minimum Value.  In order to better ensure that Award
         payments actually reflect the performance of the Company and service
         of the participant, the Committee may provide, in its sole discretion,
         for a tandem performance-based or other award designed to guarantee a
         minimum value, payable in cash or Shares, to the recipient of a
         Restricted Share Award, subject to such performance, future service,
         deferral and other terms and conditions as may be specified by the
         Committee.


SECTION 8.  DEFERRED SHARES.

                 (a)      Grant.  Deferred Shares may be awarded alone, in
         addition to or in tandem with other Awards granted under the Plan or
         cash awards made outside of the Plan.  The Committee shall determine
         the individuals to whom, and the time or times at which, Deferred
         Shares shall be awarded, the number of Deferred Shares to be awarded
         to any participant, the duration of the period (the "Deferral Period")
         during which, and the conditions under which, receipt of the Shares
         will be deferred, and the other terms and conditions of the Award in
         addition to those set forth in Section 8(b).

                 The Committee may condition the grant of Deferred Shares upon
         the attainment of specified performance goals or such other factors as
         the Committee shall determine, in its sole discretion.

                 (b)      Terms and Conditions.  Deferred Share Awards shall be
         subject to the following terms and conditions and shall contain such
         additional terms and conditions, not inconsistent with the terms of
         the Plan, as the Committee shall deem desirable:

                          (1)     The purchase price for Deferred Shares shall
                 be determined at the time of grant by the Committee. Subject
                 to the provisions of the Plan and the Award agreement referred
                 to in Section 8(b)(9), Deferred Share Awards may not be sold,
                 assigned, transferred, pledged or otherwise encumbered during
                 the Deferral Period.  At the expiration of the Deferral Period
                 (or the Elective Deferral Period



                                      -13-
<PAGE>
                 referred to in Section 8(b)(8), where applicable), stock
                 certificates shall be delivered to the participant, or his
                 legal representative, for the Shares covered by the Deferred
                 Share Award.  The Deferral Period applicable to any Deferred
                 Share Award shall not be less than six months and one day
                 ("Minimum Deferral Period").

                          (2)     Unless otherwise determined by the Committee
                 at grant, amounts equal to any dividends declared during the
                 Deferral Period with respect to the number of Shares covered
                 by a Deferred Share Award will be paid to the participant
                 currently, or deferred and deemed to be reinvested in
                 additional Deferred Shares, or otherwise reinvested, all as
                 determined at or after the time of the Award by the Committee,
                 in its sole discretion.

                          (3)     No Deferred Shares shall be transferable by a
                 participant other than by will or by the laws of descent and
                 distribution.

                          (4)     If a participant's employment by the Company
                 or any Subsidiary or Affiliate terminates by reason of death,
                 any Deferred Shares held by such participant shall thereafter
                 vest or any restriction lapse, to the extent such Deferred
                 Shares would have become vested or no longer subject to
                 restriction within one year from the time of death had the
                 participant continued to fulfill all of the conditions of the
                 Deferred Share Award during such period (or on such
                 accelerated basis as the Committee may determine at or after
                 grant).  The balance of the Deferred Shares shall be
                 forfeited.

                          (5)     If a participant's employment by the Company
                 or any Subsidiary or Affiliate terminates by reason of
                 Disability, any Deferred Shares held by such participant shall
                 thereafter vest or any restriction lapse, to the extent such
                 Deferred Shares would have become vested or no longer subject
                 to restriction within one year from the time of termination
                 had the participant continued to fulfill all of the conditions
                 of the Deferred Shares Award during such period (or on such
                 accelerated basis as the Committee may determine at or after
                 grant), subject in all cases to the Minimum Deferral Period
                 requirement. The balance of the Deferred Shares shall be
                 forfeited.

                          (6)     Unless otherwise determined by the Committee
                 at or after the time of granting any Deferred Share Award, if
                 a participant's employment by the Company or any Subsidiary or
                 Affiliate terminates for any reason other than death or
                 Disability, all Deferred Shares held by such participant which
                 are unvested or subject to restriction shall thereupon be
                 forfeited.


                                      -14-
<PAGE>
                          (7)     Based on service, performance or such other
                 factors or criteria as the Committee may determine, the
                 Committee may, at or after grant, accelerate the vesting of
                 all or any part of any Deferred Share Award or waive a portion
                 of the Deferral Period for all or any part of such Award,
                 subject in all cases to the Minimum Deferral Period
                 requirement.

                          (8)     A participant may elect to further defer
                 receipt of a Deferred Share Award (or an installment of an
                 Award) for a specified period or until a specified event (the
                 "Elective Deferral Period"), subject in each case to the
                 Committee's approval and the terms of this Section 8 and such
                 other terms as are determined by the Committee, all in its
                 sole discretion.  Subject to any exceptions approved by the
                 Committee, such election must be made at least 12 months prior
                 to completion of the Deferral Period for such Deferred Share
                 Award (or such installment).

                          (9)     Each such Award shall be confirmed by, and
                 subject to the terms of, a Deferred Share Award agreement
                 evidencing the Award in the form approved from time to time by
                 the Committee.

                 (c)      Minimum Value Provisions.  In order to better ensure
         that Award payments actually reflect the performance of the Company
         and service of the participant, the Committee may provide, in its sole
         discretion, for a tandem performance-based or other Award designed to
         guarantee a minimum value, payable in cash or Shares to the recipient
         of a Deferred Share Award, subject to such performance, future
         service, deferral and other terms and conditions as may be specified
         by the Committee.


SECTION 9.  SHARE PURCHASE RIGHTS.

                 (a)      Grant.  Share Purchase Rights may be granted alone,
         in addition to or in tandem with other Awards granted under the Plan
         or cash awards made outside the Plan.  The Committee shall determine
         the individuals to whom, and the time or times at which, grants of
         Share Purchase Rights will be made, the number of Shares which may be
         purchased pursuant to the Share Purchase Rights, and the other terms
         and conditions of the Share Purchase Rights in addition to those set
         forth in Section 9(b).  The Shares subject to the Share Purchase
         Rights may be purchased, as determined by the Committee at the time of
         grant:

                         (1)     at the Fair Market Value of such Shares on the
                 date of grant; or





                                      -15-
<PAGE>
                          (2)     at 85% of the Fair Market Value of such
                 Shares on the date of grant if the grant of Share Purchase
                 Rights is made in lieu of cash compensation.

                 Subject to Section 9(b) hereof, the Committee may also impose
         such deferral, forfeiture or other terms and conditions as it shall
         determine, in its sole discretion, on such Share Purchase Rights or
         the exercise thereof.

                 Each Share Purchase Right Award shall be confirmed by, and be
         subject to the terms of, a Share Purchase Rights Agreement which shall
         be in form approved by the Committee.

                 (b)      Terms and Conditions.  Share Purchase Rights may
         contain such additional terms and conditions not inconsistent with the
         terms of the Plan as the Committee shall deem desirable, and shall
         generally be exercisable for such period as shall be determined by the
         Committee.  However, Share Purchase Rights granted to Section 16
         Participants shall not become exercisable earlier than six months and
         one day after the grant date.  Share Purchase Rights shall not be
         transferable by a participant other than by will or by the laws of
         descent and distribution.


SECTION 10.  OTHER SHARE-BASED AWARDS.

                 (a)      Grant.  Other Awards of Shares and other Awards that
         are valued, in whole or in part, by reference to, or are otherwise
         based on, Shares, including, without limitation, performance shares,
         convertible preferred shares, convertible debentures, exchangeable
         securities and Share Awards or options valued by reference to Book
         Value or Subsidiary performance, may be granted alone, in addition to
         or in tandem with other Awards granted under the Plan or cash awards
         made outside of the Plan.

                 At the time the Shares or Other Share-Based Awards are
         granted, the Committee shall determine the individuals to whom and the
         time or times at which such Shares or Other Share-Based Awards shall
         be awarded, the number of Shares to be used in computing an Award or
         which are to be awarded pursuant to such Awards, the consideration, if
         any, to be paid for such Shares or Other Share-Based Awards, and all
         other terms and conditions of the Awards in addition to those set
         forth in Section 10(b).

                 The provisions of Other Share-Based Awards need not be the
         same with respect to each participant.

                 (b)      Terms and Conditions.  Other Share-Based Awards shall
         be subject to the following terms and conditions and shall contain
         such additional terms and conditions, not


                                      -16-
<PAGE>
         inconsistent with the terms of the Plan, as the Committee shall deem
         desirable:

                          (1)     Subject to the provisions of this Plan and
                 the Award agreement referred to in Section 10(b)(5) below,
                 Shares awarded or subject to Awards made under this Section 10
                 may not be sold, assigned, transferred, pledged or otherwise
                 encumbered prior to the date on which the Shares are issued,
                 or, if later, the date on which any applicable restriction,
                 performance, holding or deferral period or requirement is
                 satisfied or lapses. All Shares or Other Share-Based Awards
                 granted under this Section 10 shall be subject to a minimum
                 holding period (including any applicable restriction,
                 performance and/or deferral periods) of six months and one day
                 ("Minimum Holding Period").

                          (2)     Subject to the provisions of this Plan and
                 the Award agreement and unless otherwise determined by the
                 Committee at the time of grant, the recipient of an Other
                 Share-Based Award shall be entitled to receive, currently or
                 on a deferred basis, interest or dividends or interest or
                 dividend equivalents with respect to the number of Shares
                 covered by the Award, as determined at the time of the Award
                 by the Committee, in its sole discretion, and the Committee
                 may provide that such amounts (if any) shall be deemed to have
                 been reinvested in additional Shares or otherwise reinvested.

                          (3)     Subject to the Minimum Holding Period, any
                 Other Share-Based Award and any Shares covered by any such
                 Award shall vest or be forfeited to the extent, at the times
                 and subject to the conditions, if any, provided in the Award
                 agreement, as determined by the Committee, in its sole
                 discretion.

                          (4)     In the event of the participant's Disability
                 or death, or in cases of special circumstances, the Committee
                 may, in its sole discretion, waive, in whole or in part, any
                 or all of the remaining limitations imposed hereunder or under
                 any related Award agreement (if any) with respect to any part
                 or all of any Award under this Section 10, provided that the
                 Minimum Holding Period requirement may not be waived, except
                 in case of a participant's death.

                          (5)     Each Award shall be confirmed by, and subject
                 to the terms of, an agreement or other instrument evidencing
                 the Award in the form approved from time to time by the
                 Committee, the Company and the participant.

                          (6)     Shares (including securities convertible into
                 Shares) issued on a bonus basis under this Section 10






                                      -17-
<PAGE>
                 shall be issued for no cash consideration.  Shares (including
                 securities convertible into Shares) purchased pursuant to a
                 purchase right awarded under this Section 10 shall bear a price
                 of at least 85% of the Fair Market Value of the Shares on the
                 date of grant.  The purchase price of such Shares, and of any
                 Other Share-Based Award granted hereunder, or the formula by
                 which such price is to be determined, shall be fixed by the
                 Committee at the time of grant.

                          (7)     In the event that any "derivative security",
                 as defined in Rule 16a-1(c) (or any successor thereto)
                 promulgated by the Securities and Exchange Commission under
                 Section 16 of the Exchange Act, is awarded pursuant to this
                 Section 10 to any Section 16 Participant, such derivative
                 security shall not be transferrable other than by will or by
                 the laws of descent and distribution.


SECTION 11.  CHANGE IN CONTROL PROVISION.

                 (a)      Impact of Event.  In the event of:  (1) a "Change in
         Control" as defined in Section 11(b) or (2) a "Potential Change in
         Control" as defined in Section 11(c), the following acceleration and
         valuation provisions shall apply:

                          (1)     Any Stock Options awarded under the Plan not
                 previously exercisable and vested shall become fully
                 exercisable and vested;

                          (2)     Any Share Appreciation Rights shall become
                immediately exercisable;

                          (3)     The restrictions applicable to any Restricted
                 Share Awards, Deferred Shares, Share Purchase Rights and Other
                 Share-Based Awards shall lapse and such Shares and Awards
                 shall be deemed fully vested; and

                          (4)     The value of all outstanding Awards, in each
                 case to the extent vested, shall, unless otherwise determined
                 by the Committee in its sole discretion at or after grant but
                 prior to any Change in Control or Potential Change in Control,
                 be cashed out on the basis of the "Change in Control Price" as
                 defined in Section 11(d) as of the date such Change in Control
                 or such Potential Change in Control is determined to have
                 occurred;

         but the provisions of Sections 11(a)(l) through (3) shall not apply
         with respect to Awards granted to any Section 16 Participant which
         have been held by such participant for less than six months and one
         day as of the date that such Change in






                                      -18-
<PAGE>
         Control or Potential Change in Control is determined to have occurred.

                 (b)      Definition of Change in Control.  For purposes of
         Section 11(a), a "Change in Control" means the occurrence of any of
         the following:  (i) the Board or shareholders of the Company approve a
         consolidation or merger in which the Company is not the surviving
         corporation, the sale of substantially all of the assets of the
         Company, or the liquidation or dissolution of the Company; (ii) any
         person or other entity (other than the Company or a Subsidiary or any
         Company employee benefit plan (including any trustee of any such plan
         acting in its capacity as trustee)) purchases any Shares (or
         securities convertible into Shares) pursuant to a tender or exchange
         offer without the prior consent of the Board of Directors, or becomes
         the beneficial owner of securities of the Company representing 20% or
         more of the voting power of the Company's outstanding securities; or
         (iii) during any two-year period, individuals who at the beginning of
         such period constitute the entire Board of Directors cease to
         constitute a majority of the Board of Directors, unless the election
         or the nomination for election of each new director is approved by at
         least two-thirds of the directors then still in office who were
         directors at the beginning of that period.

                 (c)      Definition of Potential Change in Control.  For
         purposes of Section 11(a), a "Potential Change in Control" means the
         happening of any one of the following:

                          (1)     The approval by the shareholders of the
                 Company of an agreement by the Company, the consummation of
                 which would result in a Change in Control of the Company as
                 defined in Section 11(b); or

                          (2)     The acquisition of beneficial ownership,
                 directly or indirectly, by any entity, person or group (other
                 than the Company or a Subsidiary or any Company employee
                 benefit plan (including any trustee of any such plan acting in
                 its capacity as trustee)) of securities of the Company
                 representing 5% or more of the combined voting power of the
                 Company's outstanding securities and the adoption by the Board
                 of a resolution to the effect that a Potential Change in
                 Control of the Company has occurred for purposes of this Plan.

                 (d)      Change in Control Price.  For purposes of this
         Section 11, "Change in Control Price", means the highest price per
         share paid in any transaction reported on the New York Stock Exchange
         Composite Index (or, if the Shares are not then traded on the New York
         Stock Exchange, the highest price paid as reported for any national
         exchange on which the Shares are then traded) or paid or offered in
         any bona fide transaction related to a Change in Control or Potential
         Change in Control






                                      -19-
<PAGE>
         of the Company, at any time during the 60-day period immediately
         preceding the occurrence of the Change in Control (or, when
         applicable, the occurrence of the Potential Change in Control event),
         in each case as determined by the Committee.


SECTION 12.  AMENDMENTS AND TERMINATION.

                 The Board may at any time, in its sole discretion, amend,
alter or discontinue the Plan, but no such amendment, alteration or
discontinuation shall be made that would impair the rights of a participant
under an Award theretofore granted, without the participant's consent.  The
Company shall submit to the shareholders of the Company for their approval any
amendments to the Plan which is required by Section 16 of the Exchange Act or
the rules and regulations thereunder, or Section 162(m) of the Code, to be
approved by the shareholders.

                 The Committee may at any time, in its sole discretion, amend
the terms of any Award, but no such amendment shall be made that would impair
the rights of a participant under an Award theretofore granted, without the
participant's consent; nor shall any such amendment be made that would make the
applicable exemptions provided by Rule 16b-3 under the Exchange Act unavailable
to any Section 16 Participant holding the Award without the participant's
consent.

                 Subject to the above provisions, the Board shall have all
necessary authority to amend the Plan to take into account changes in
applicable securities and tax laws and accounting rules, as well as other
developments.


SECTION 13.  UNFUNDED STATUS OF PLAN.

                 The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation.  With respect to any payment not yet made
to a participant by the Company, nothing contained herein shall give that
participant any rights that are greater than those of a general creditor of the
Company.


SECTION 14.  GENERAL PROVISIONS.

                 (a)      The Committee may require each participant acquiring
         Shares pursuant to an Award under the Plan to represent to and agree
         with the Company in writing that the participant is acquiring the
         Shares without a view to distribution thereof. The certificates for
         any such Shares may include any legend which the Committee deems
         appropriate to reflect any restrictions on transfer.





                                      -20-
<PAGE>
                 All Shares or other securities delivered under the Plan shall
         be subject to such stop-transfer orders and other restrictions as the
         Committee may deem advisable under the rules, regulations and other
         requirements of the Securities and Exchange Commission, any stock
         exchange upon which the Shares are then listed, and any applicable
         federal or state securities laws, and the Committee may cause a legend
         or legends to be put on any certificate for any such Shares to make
         appropriate reference to those restrictions.

                 (b)      Nothing contained in this Plan shall prevent the
         Board from adopting other or additional compensation arrangements,
         subject to shareholder approval if such approval is required, and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                 (c)      Neither the adoption of the Plan, nor its operation,
         nor any document describing, implementing or referring to the Plan, or
         any part thereof, shall confer upon any participant under the Plan any
         right to continue in the employ, or as a director, of the Company or
         any Subsidiary or Affiliate, or shall in any way affect the right and
         power of the Company or any Subsidiary or Affiliate to terminate the
         employment, or service as a director, of any participant under the
         Plan at any time with or without assigning a reason therefor, to the
         same extent as the Company or any Subsidiary or Affiliate might have
         done if the Plan had not been adopted.

                 (d)      For purposes of this Plan, a transfer of a
         participant between the Company and any Subsidiary or Affiliate shall
         not be deemed a termination of employment.

                 (e)      No later than the date as of which an amount first
         becomes includable in the gross income of the participant for federal
         income tax purposes with respect to any Award under the Plan, the
         participant shall pay to the Company, or make arrangements
         satisfactory to the Committee regarding the payment of, any federal,
         state or local taxes or other items of any kind required by law to be
         withheld with respect to that amount.  Subject to the following
         sentence, unless otherwise determined by the Committee, withholding
         obligations may be settled with Shares, including unrestricted Shares
         previously owned by the participant or Shares that are part of the
         Award that gives rise to the withholding requirement. Notwithstanding
         the foregoing, any election by a Section 16 Participant to settle any
         tax withholding obligation with Shares that are part of an Award shall
         be subject to approval by the Committee, in its sole discretion.  The
         obligations of the Company under the Plan shall be conditional on
         those payment or arrangements and the Company and its Subsidiaries and
         Affiliates shall, to the extent permitted by law, have the right to
         deduct any such taxes from any payment of any kind otherwise payable
         to the participant.







                                      -21-
<PAGE>
                 (f)      The actual or deemed reinvestment of dividends or
         dividend equivalents in additional Restricted Shares (or in Deferred
         Shares or other types of Awards) at the time of any dividend payment
         shall only be permissible if sufficient Shares are available under
         Section 3 for reinvestment (taking into account then outstanding Stock
         Options).

                 (g)      The Plan, all Awards made and actions taken
         thereunder and any agreements relating thereto shall be governed by
         and construed in accordance with the laws of the State of Ohio.

                 (h)      All agreements entered into with participants pursuant
         to the Plan shall be subject to the Plan.

                 (i)      The provisions of Awards need not be the same with
         respect to each participant.


SECTION 15.  SHAREHOLDER APPROVAL; EFFECTIVE DATE OF PLAN.

                 The Plan was adopted by the Board on March 5, 1996 and is
subject to approval by the holders of the Company's outstanding Shares, in
accordance with applicable law.


SECTION 16.  TERM OF PLAN.

                 No Award shall be granted pursuant to the Plan on or after
April 30, 2006, but Awards granted prior to that date may extend beyond that
date.






                                      -22-