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                                                                   EXHIBIT 10(i)

                       WESTERN OHIO FINANCIAL CORPORATION


                           1998 OMNIBUS INCENTIVE PLAN


          1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining directors, advisory directors, officers and employees
of the Company and its Affiliates.

          2. Definitions. The following definitions are applicable to the Plan:

                  "Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Company as such terms are defined in Section 425(e) and (f),
respectively, of the Code.

                  "Award" -- means the grant by the Committee under this Plan of
an Incentive Stock Option, a NonQualified Stock Option, a Stock Appreciation
Right, Restricted Stock or a Performance Award, or any combination thereof, as
provided in the Plan.

                  "Award Agreement" -- means the agreement evidencing the grant
of an Award made under the Plan.

                  "Cause" -- means termination of service by reason of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties or gross
negligence.

                  "Code" -- means the Internal Revenue Code of 1986, as amended.

                  "Committee" -- means the Committee referred to in Section 3
hereof.

                  "Company" -- means Western Ohio Financial Corporation and any
successor thereto.

                  "Continuous Service" -- means the absence of any interruption
or termination of service as a director, advisory director, officer or employee
of the Company or an Affiliate, except that when used with respect to a person
granted an Incentive Stock Option means the absence of any interruption or
termination of service as an employee of the Company or an Affiliate. Service
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Company or in the case of transfers
between payroll locations of the Company or between the Company, its parent, its
subsidiaries or its successor.

                  "Early Retirement" -- means retirement from employment with or
as a director or advisory director of the Company prior to the Participant
either (i) having reached the age of 55 or (ii) having maintained Continuous
Service for at least three years.

                  "ERISA" -- means the Employee Retirement Income Security Act
of 1974, as amended.

                  "Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee which is intended to qualify as an Incentive Stock
Option under Section 422 of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed a Non-Qualified Stock Option.

                  "Market Value" -- means the closing high bid with respect to a
Share on the date in question on the Nasdaq Stock Market, or any similar system
then in use, or, if the Shares are not then traded on the Nasdaq Stock Market or
any similar system, the closing sales price on such date (or, if there is no
reported sale on such date, on the last preceding date on which any reported
sale occurred) of a Share on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if on such date the Shares are not quoted on the
Composite Tape, on the New York Stock Exchange, or if the Shares are not listed
or admitted to trading on such Exchange, on the principal United States


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securities exchange registered under the Securities Exchange Act of 1934 (the
"Exchange Act") on which the Shares are listed or admitted to trading, or, if
the Shares are not listed or admitted to trading on any such exchange, the fair
market value on such date of a Share as the Committee shall determine.

                  "Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee which does not qualify, for any reason, as an
Incentive Stock Option under Section 422 of the Code.

                  "Normal Retirement" -- means retirement from employment with
or as a director or advisory director of the Company after the Participant has
(i) reached the age of 65 and (ii) maintained Continuous Service for at least
three years.

                  "Option" -- means an Incentive Stock Option or a Non-Qualified
Stock Option awarded to a Participant pursuant to Section 5(a) hereof.

                  "Participant" -- means any director, advisory director,
officer or employee of the Company or any Affiliate who is selected by the
Committee to receive an Award.

                  "Plan" -- means this 1998 Omnibus Incentive Plan of the
Company.

                  "Performance Award" -- means an Award granted pursuant to
Section 5(d) herein.

                  "Related" -- means (i) in the case of a Stock Appreciation
Right, a Stock Appreciation Right which is granted in connection with, and to
the extent exercisable, in whole or in part, in lieu of, an Option or another
Stock Appreciation Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Stock Appreciation Right is exercisable, in
whole or in part, in lieu thereof.

                  "Restricted Stock" -- means Shares awarded to a Participant
pursuant to Section 5(c) hereof.

                  "Shares" -- means the shares of common stock of the Company.

                  "Stock Appreciation Right" -- means a stock appreciation right
with respect to Shares granted by the Committee pursuant to the Plan.

                  "Ten Percent Holder" -- means any individual who owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company and any Affiliate.

          3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Company, each
of whom (i) shall be an outside director as defined under Section 162(m) of the
Code and the regulations thereunder and (ii) shall be a Non-Employee Director as
defined under Rule 16(b) of the Securities Exchange Act of 1934 or any similar
or successor provision. The members of the Committee shall be appointed by the
Board of Directors of the Company. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board of Directors of the Company,
the Committee shall have sole and complete authority and discretion to (i)
select Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.

         A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.

         4. Shares Subject to Plan.

                  (a) Subject to adjustment by the operation of Section 7, the
maximum number of Shares with respect to which Awards may be made under the Plan
is 235,224 Shares. The Shares with respect to which Awards may be made under the
Plan may be either authorized and unissued shares or previously issued shares
reacquired and


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held as treasury shares. Shares which are subject to Related Stock Appreciation
Rights and Related Options shall be counted only once in determining whether the
maximum number of Shares with respect to which Awards may be granted under the
Plan has been exceeded. An Award shall not be considered to have been made under
the Plan with respect to any Option or Stock Appreciation Right which terminates
or with respect to Restricted Stock which is forfeited, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination or forfeiture has occurred.

                  (b) During any calendar year, no Participant may be granted
Awards under the Plan of more than 50,000 Shares, subject to adjustment as
provided in Section 7.

         5. Awards.

                  (a) Options. The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine, including the granting of Options in tandem
with other Awards under the Plan:

                           (i) Exercise Price. The exercise price per Share for
                  an Option shall be determined by the Committee; provided that,
                  in the case of an Incentive Stock Option, the exercise price
                  thereof shall not be less than 100% of the Market Value of a
                  Share on the date of grant of such Option; provided further
                  that, in the case of an Incentive Stock Option granted to a
                  Ten Percent Holder, the exercise price thereof shall not be
                  less than 110% of the Market Value of a Share on the date of
                  grant of such Option.

                           (ii) Option Term. The term of each Option shall be
                  fixed by the Committee, but shall be no greater than 15 years;
                  provided that, in the case of an Incentive Stock Option, the
                  term of such Option shall not exceed ten years; provided
                  further that, in the case of an Incentive Stock Option granted
                  to a Ten Percent Holder, the term of such option shall not
                  exceed five years.

                           (iii) Time and Method of Exercise. Except as provided
                  in paragraph (a) of Section 6, no Option granted hereunder may
                  be exercised unless at the time the Participant exercises such
                  Option, such Participant has maintained Continuous Service
                  since the date of grant of such Option. To exercise an Option
                  under the Plan, the Participant to whom such Option was
                  granted shall give written notice to the Company in form
                  satisfactory to the Committee (and, if partial exercises have
                  been permitted by the Committee, by specifying the number of
                  Shares with respect to which such Participant elects to
                  exercise such Option) together with full payment of the
                  exercise price, if any and to the extent notice is received by
                  the Company. Payment, if any is required, shall be made either
                  (i) in cash (including check, bank draft or money order) or
                  (ii) by delivering (A) Shares already owned by the Participant
                  and having a fair market value equal to the applicable
                  exercise price, such fair market value to be determined in
                  such appropriate manner as may be provided by the Committee or
                  as may be required in order to comply with or to conform to
                  requirements of any applicable laws or regulations, or (B) a
                  combination of cash and such Shares.

                           (iv) Option Agreements. At the time of an Award of an
                  Option, the Participant shall enter into an Award Agreement
                  with the Company in a form specified by the Committee,
                  agreeing to the terms and conditions of the Award and such
                  other matters as the Committee shall in its sole discretion
                  determine.

                           (v) Limitations on Value of Exercisable Incentive
                  Stock Options. The aggregate Market Value of the Shares with
                  respect to which Incentive Stock Options are exercisable for
                  the first time by a Participant in any calendar year shall not
                  exceed $100,000.

                           (vi) Eligible Recipients of Incentive Stock Options.
                  Incentive Stock Options may be granted by the Committee only
                  to officers or employees of the Company or its Affiliates.



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                  (b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants with the following
terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall determine:

                           (i) General. A Stock Appreciation Right shall, upon
                  its exercise, entitle the Participant to whom such Stock
                  Appreciation Right was granted to receive a number of Shares
                  or cash or combination thereof, as the Committee in its
                  discretion shall determine, the aggregate value of which
                  (i.e., the sum of the amount of cash and/or Market Value of
                  such Shares on date of exercise) shall equal (as nearly as
                  possible, it being understood that the Company shall not issue
                  any fractional shares) the amount by which the Market Value
                  per Share on the date of such exercise shall exceed the
                  exercise price of such Stock Appreciation Right, multiplied by
                  the number of Shares with respect to which such Stock
                  Appreciation Right shall have been exercised.

                           (ii) Related Options. A Stock Appreciation Right may
                  be Related to an Option or may be granted independently of any
                  Option as the Committee shall from time to time in each case
                  determine. In the case of a Related Option, such Related
                  Option shall cease to be exercisable to the extent of the
                  Shares with respect to which the Related Stock Appreciation
                  Right was exercised. Upon the exercise or termination of a
                  Related Option, any Related Stock Appreciation Right shall
                  terminate to the extent of the Shares with respect to which
                  the Related Option was exercised or terminated. If the Related
                  Option is an Incentive Stock Option, the Related Option shall
                  satisfy all restrictions and the limitations imposed on
                  Incentive Stock Options under paragraph (a) of this Section 5
                  (including, without limitation, restrictions on exercise price
                  and term).

                           (iii) Exercise Price and Term. The exercise price and
                  term of each Stock Appreciation Right shall be fixed by the
                  Committee; provided that, that the term of a Stock
                  Appreciation Right shall not exceed 15 years.

                           (iv) Stock Appreciation Right Agreements. At the time
                  of an Award of a Stock Appreciation Right, the Participant
                  shall enter into an Award Agreement with the Company in a form
                  specified by the Committee, agreeing to the terms and
                  conditions of the Award and such other matters as the
                  Committee shall in its sole discretion determine.

                           (v) Time and Method of Exercise. Except as provided
                  in paragraph (a) of Section 6, no Stock Appreciation Right may
                  be exercised unless at the time the Participant exercises such
                  Stock Appreciation Right, such Participant has maintained
                  Continuous Service since the date of grant of such Stock
                  Appreciation Right. To exercise a Stock Appreciation Right
                  under the Plan, the Participant to whom such Stock
                  Appreciation Right was granted shall give written notice to
                  the Company in form satisfactory to the Committee (and, if
                  partial exercises have been permitted by the Committee, by
                  specifying the number of Shares with respect to which such
                  Participant elects to exercise such Stock Appreciation Right)
                  together with full payment of the exercise price, if any and
                  to the extent required. The date of exercise shall be the date
                  on which such notice is received by the Company. Payment, if
                  any is required, shall be made either (i) in cash (including
                  check, bank draft or money order) or (ii) by delivering (A)
                  Shares already owned by the Participant and having a fair
                  market value equal to the applicable exercise price, such fair
                  market value to be determined in such appropriate manner as
                  may be provided by the Committee or as may be required in
                  order to comply with or to conform to requirements of any
                  applicable laws or regulations, or (B) a combination of cash
                  and such Shares.
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                  (c) Restricted Stock. The Committee is hereby authorized to
grant Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:

                           (i) Restrictions. Shares of Restricted Stock shall be
                  subject to such restrictions as the Committee may impose
                  (including, without limitation, any limitation on the right to
                  vote a Share of Restricted Stock or the right to receive any
                  dividend or other right or property with respect thereto),
                  which restrictions may lapse separately or in combination at
                  such time or times, in such installments or otherwise as the
                  Committee may deem appropriate. During the period of time in
                  which the Shares awarded as Restricted Stock are subject to
                  the restrictions contemplated herein (a "Restricted Period"),
                  unless otherwise permitted by the Plan or by the Committee as
                  provided in the applicable Award Agreement, such Shares may
                  not be sold, assigned, transferred, pledged or otherwise
                  encumbered by the Participant. Except for the restrictions
                  which may be imposed on Restricted Stock, a Participant to
                  whom Shares of Restricted Stock have been awarded shall have
                  all the rights of a stockholder, including but not limited to
                  the right to receive all dividends paid on such Shares and the
                  right to vote such Shares.

                           (ii) Restricted Stock Agreements. At the time of an
                  Award of Shares of Restricted Stock, the Participant shall
                  enter into an Award Agreement with the Company in a form
                  specified by the Committee, agreeing to the terms and
                  conditions of the Award and such other matters as the
                  Committee shall in its sole discretion determine.

                           (iii) Stock Certificates. Any Restricted Stock
                  granted under the Plan shall be evidenced by issuance of a
                  stock certificate or certificates, which certificate or
                  certificates shall be held by the Company. Such certificate or
                  certificates shall be registered in the name of the
                  Participant and shall bear the following (or similar) legend:

                           "The transferability of this certificate and the
                           shares of stock represented hereby are subject to the
                           terms and conditions (including forfeiture) contained
                           in the Company's 1998 Omnibus Incentive Plan and an
                           Agreement entered into between the registered owner
                           and the Company. Copies of such Plan and Agreement
                           are on file in the offices of the Secretary of the
                           Company, 28 East Main Street, Springfield, Ohio
                           45501-0719."

                           (iv) Removal of Restrictions. Shares representing
                  Restricted Stock that are no longer subject to restrictions
                  shall be delivered to the holder thereof promptly after the
                  applicable restrictions lapse or are waived.

                  (d) Performance Awards. The Committee is hereby authorized to
grant Performance Awards to Participants subject to the terms of the Plan and
the applicable Award Agreement. At the time of grant of a Performance Award, the
Participant shall enter into an Award Agreement with the Company in a form
specified by the Committee, agreeing to the terms and conditions of the
Performance Award and such other matters as the Committee shall in its sole
discretion determine. A Performance Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee as provided in the applicable Award
Agreement. The term of a Performance Award shall not exceed 15 years.




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         6. Termination of Service.

                  (a)      Options and Stock Appreciation Rights.

                           (i) If a Participant to whom an Option or Stock
                  Appreciation Right was granted shall cease to maintain
                  Continuous Service for any reason (including total and partial
                  disability and Early Retirement, but excluding Normal
                  Retirement, death and termination of employment by the Company
                  or any Affiliate for Cause), such Participant may, but only
                  within the period of three months, in the case of an Incentive
                  Stock Option, or one year, in the case of a Non-Qualified
                  Stock Option or Stock Appreciation Right, immediately
                  succeeding such cessation of Continuous Service and in no
                  event after the expiration date of such Option or Stock
                  Appreciation Right, exercise such Option or Stock Appreciation
                  Right to the extent that such Participant was entitled to
                  exercise such Option or Stock Appreciation Right at the date
                  of such cessation of Continuous Service. If the Continuous
                  Service of a Participant to whom an Option or Stock
                  Appreciation Right was granted by the Company is terminated
                  for Cause, all rights under any Option or Stock Appreciation
                  Right of such Participant shall expire immediately upon the
                  giving to the Participant of notice of such termination.

                           (ii) If a Participant to whom an Option or Stock
                  Appreciation Right was granted shall cease to maintain
                  Continuous Service due to Normal Retirement, such Participant
                  may, but only within the period of three months, in the case
                  of an Incentive Stock Option, or two years, in the case of a
                  Non-Qualified Stock Option or Stock Appreciation Right,
                  immediately succeeding such cessation of Continuous Service
                  and in no event after the expiration date of such Option or
                  Stock Appreciation Right, exercise such Option or Stock
                  Appreciation Right to the extent that such Participant was
                  entitled to exercise such Option or Stock Appreciation Right
                  at the date of such cessation of Continuous Service.

                           (iii) In the event of the death of a Participant
                  while in the Continuous Service of the Company or an Affiliate
                  or within the periods referred to in paragraphs (a)(i) and
                  (a)(ii) of this Section 6, the person to whom any Option or
                  Stock Appreciation Right held by the Participant at the time
                  of his or her death is transferred by will or the laws of
                  descent and distribution or in the case of an Award other than
                  an Incentive Stock Option, pursuant to a qualified domestic
                  relations order, as defined in the Code or Title I of ERISA or
                  the rules thereunder, or as otherwise permitted to be
                  transferred under Section 10 of the Plan may, but only within
                  the period of two years immediately succeeding the date of
                  death of such Participant, and in no event after the
                  expiration date of such Option or Stock Appreciation Right,
                  exercise such Option or Stock Appreciation Right to the extent
                  that such Participant was entitled to exercise such Option or
                  Stock Appreciation Right immediately prior to his death.
                  Following the death of any Participant to whom an Option was
                  granted under the Plan, irrespective of whether any Related
                  Stock Appreciation Right shall have theretofore been granted
                  to the Participant or whether the person entitled to exercise
                  such Related Stock Appreciation Right desires to do so, the
                  Committee may, as an alternative means of settlement of such
                  Option, elect to pay to the person to whom such Option is
                  transferred as permitted by Section 10 of this Plan, the
                  amount by which the Market Value per Share on the date of
                  exercise of such Option shall exceed the exercise price of
                  such Option, multiplied by the number of Shares with respect
                  to which such Option is properly exercised. Any such
                  settlement of an Option shall be considered an exercise of
                  such Option for all purposes of the Plan.

                           (iv) Notwithstanding the provisions of subparagraphs
                  (i) through (iii) above, the Committee may, in its sole
                  discretion, establish different terms and conditions
                  pertaining to the effect of termination to the extent
                  permitted by applicable federal and state law.

                  (b) Restricted Stock. Except as otherwise provided in this
Plan, if a Participant ceases to maintain Continuous Services for any reason
(other than death, total or partial disability or Normal or Early Retirement)
unless the Committee, in its sole discretion, shall otherwise determine, all
shares of Restricted Stock theretofore awarded to such Participant and which at
the time of such termination of Continuous Service are subject to the
restrictions imposed by paragraph (c)(i) of Section 5 shall upon such
termination of Continuous Service be forfeited and returned to the Company.
Unless the Committee, in its sole discretion, shall otherwise determine, if a


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Participant ceases to maintain Continuous Service by reason of death, total or
partial disability or Normal or Early Retirement, all shares of Restricted Stock
theretofore awarded to such Participant and which at the time of such
termination of Continuous Service are subject to the restrictions imposed by
paragraph (c)(i) of Section 5 shall upon such termination of Continuous Service
be free of restrictions and shall not be forfeited.

                  (c) Performance Awards. In the event that a Participant to
whom a Performance Award has been granted shall cease to maintain Continuous
Service for any reason, the rights of such Participant or any person to whom the
Award may have been transferred as permitted by Section 10 shall be governed by
the terms of the Plan and the applicable Award Agreement.

          7. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares and exercise price of the Award, if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise price
of the Award, if any, with respect to which Awards have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination shall
be conclusive. Any Award which is adjusted as a result of this Section 7 shall
be subject to the same restrictions as the original Award.

          8. Effect of Merger on Options and Stock Appreciation Rights. In the
case of any merger, consolidation or combination of the Company (other than a
merger, consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Stock Appreciation
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Stock
Appreciation Right), thereafter and during the term of each such Option or Stock
Appreciation Right, to receive upon exercise of any such Option or Stock
Appreciation Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect of
a Share over the exercise price of such Stock Appreciation Right or Option,
multiplied by the number of Shares with respect to which such Option or Stock
Appreciation Right shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the
Participant.

          9. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 9 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Company with respect to which 25% or more of
the total number of votes for the election of the Board of Directors of the
Company may be cast, (ii) as a result of, or in connection with, any cash tender
offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Company shall cease to constitute a majority of the Board of Directors of the
Company, or (iii) the stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to be an
independent publicly-owned corporation or for a sale or other disposition of all
or substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise provided in the applicable Award Agreement,
any restrictions or vesting period with respect to any outstanding Awards shall
lapse and all such Awards shall become fully vested in the Participant to whom
such Awards were awarded; provided, however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.

          10. Assignments and Transfers. No Award granted under the Plan shall
be transferable otherwise than by will or the laws of descent and distribution,
except that an Award other than an Incentive Stock Option may be transferred
pursuant to a qualified domestic relations order or by gift to any member of the
Participant's immediate family or to a trust for the benefit of one or more of
such immediate family members. During the lifetime of an Award recipient, an
Award shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 10, a Participant's "immediate
family" shall mean the Participant's spouse, children and grandchildren.

         11. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant and no officer, employee or other person shall have any


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claim or right to be granted an Award under the Plan or under any other
incentive or similar plan of the Company or any Affiliate. Neither the Plan nor
any action taken thereunder shall be construed as giving any employee any right
to be retained in the employ of or serve as a director or advisory director of
the Company or any Affiliate.

         12. Delivery and Registration of Stock. The Company's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, and
(ii) the completion of such registration or other qualification of such Shares
under any state or federal law, rule or regulation, as the committee shall
determine to be necessary or advisable.

         13. Withholding Tax. Upon the termination of the restricted period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Company shall have the right to require the Participant or other
person receiving such shares to pay the Company the amount of any taxes which
the Company is required to withhold with respect to such shares, or, in lieu
thereof, to retain or sell without notice, a sufficient number of shares held by
it to cover the amount required to be withheld. The Company shall have the right
to deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company is required to withhold with respect to
such dividend payments.

         The Company shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Stock Appreciation Right under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Stock Appreciation Right pursuant to the Plan, the
Company shall have the right to require the Participant or such other person to
pay the Company the amount of any taxes which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.

         All withholding decisions pursuant to this Section 13 shall be at the
sole discretion of the Committee or the Company.

         14. Amendment or Termination.

                  (a) Subject to paragraph (b) of this Section 14, the Board of
Directors of the Company may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of shareholders or Participants, except that any
such action will be subject to the approval of the Company's shareholders if,
when and to the extent such shareholder approval is necessary or required for
purposes of any applicable federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Shares may then be
listed or quoted, or if the Board of Directors of the Company, in its
discretion, determines to seek such shareholder approval.

                  (b) Except as otherwise provided herein, the Committee may
waive any conditions of or rights of the Company or modify or amend the terms of
any outstanding Award. The Committee may not, however, amend, alter, suspend,
discontinue or terminate any outstanding Award without the consent of the
Participant or holder thereof, except as otherwise herein provided.

         15. Effective Date and Term of Plan. The Plan shall become effective
upon its adoption by the Board of Directors of the Company, subject to the
approval of the Plan by the shareholders of the Company. It shall continue in
effect for a term of 15 years unless sooner terminated under Section 14 hereof.