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                                                                   EXHIBIT 10(E)
                                                                                

                             BANK ONE CORPORATION

                         CASH BALANCE RESTORATION PLAN
                                        



                            As Amended and Restated
                        Effective as of January 1, 1998

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                             BANK ONE CORPORATION
                                        
                         CASH BALANCE RESTORATION PLAN
 
PURPOSE

The purpose of the BANK ONE CORPORATION Cash Balance Restoration Plan (the
"Restoration Plan") which was originally known as the Benefits Equalization Plan
of First Banc Group of Ohio, Inc. and its Subsidiaries adopted by the Board of
Directors of BANC ONE CORPORATION on October 24, 1977 and then the BANK ONE
CORPORATION Supplemental Employees Retirement Plan and amended as of October 21,
1986, January 1, 1989 and April 20, 1992, January 1, 1993, January 1, 1995 and
hereby further amended and restated as of January 1, 1998 is solely to provide
retirement benefits, for employees of BANK ONE CORPORATION and its Related
Corporations, who participate in the BANK ONE CORPORATION Cash Balance Pension
Plan (the "Basic Retirement Plan"), in excess of the limitations on qualified
retirement plan benefits imposed be provisions of Sections 415, 401 (a)(1 7) and
404(l) of the Internal Revenue Code.

Up to and including October 1, 1998, the sponsor of this Restoration Plan was
the BANC ONE CORPORATION. Effective October 2,1998, BANC ONE CORPORATION and
First Chicago NBD Corporation were merged into BANK ONE CORPORATION, a bank
holding corporation, incorporated in the State of Delaware. Effective October 2,
1998, BANK ONE CORPORATION assumed sponsorship of the Restoration Plan.

The Restoration Plan is a non-funded, supplemental deferred compensation plan
structured to benefit Participants in a manner which provides incentive to
improve the profitability, competitiveness and growth of BANK ONE CORPORATION
and its Related Corporations.

Effective Date

The Effective Date of this amended and restated Restoration Plan is January 1,
1998.


                                   ARTICLE I
                                        
                                  DEFINITIONS
                                        
For the purpose of the Restoration Plan, the following terms shall have the
meanings hereinafter set forth unless the context clearly indicates otherwise:

Section 1.1 - Basic Retirement Plan

"Basic Retirement Plan" means the BANK ONE CORPORATION Cash Balance Pension Plan
first adopted by the Corporation effective January 1, 1947, amended as of
January 1, 1969, January 1, 1989, January 1, 1995, January 1, 1998 and various
dates subsequent thereto, and hereafter amended from time to time, or any
successor thereto.

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Section 1.2 - Basic Retirement Plan Benefit

"Basic Retirement Plan Benefit" means the benefit payable to a Participant
pursuant to the Basic Retirement Plan based on Benefit Service recognized by
said plan for benefit accrual, by reason of his termination of employment with
the Corporation and its Related Corporations.

Section 1.3 - Basic Retirement Plan Surviving Spouse Benefit

"Basic Retirement Plan Surviving Spouse Benefit" means the pre-retirement
survivor's benefit determined pursuant to Article VI of the Basic Retirement
Plan.

Section 1.4 - Benefit Commencement Date

"Benefit Commencement Date" means the first day of the second month following
the termination of employment, or such later date as the Restoration Retirement
Benefit can be determined, on which the participant shall receive payments under
the Restoration Plan.

Section 1.5 -Benefit Service

"Benefit Service" for benefit accrual shall mean the same as defined as defined
in Article I of the Basic Retirement Plan.

Section 1.6 - Board

"Board" means the Board of Directors of BANK ONE CORPORATION or any other
committee appointed by said Board to have the authority of said Board with
respect to this Plan.

Section 1.7 - Change of Control

A "Change of Control" of the Corporation shall be deemed to have occurred upon
the happening of any of the following events:

(a)  The acquisition by any individual, entity or group (within the meaning of
     Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
     beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the Exchange Act) of 20% or more of either (I) the then outstanding shares
     of common stock of the Corporation (the "Outstanding Corporation Common
     Stock") or (II) the combined voting power of the then outstanding voting
     securities of the Corporation entitled to vote generally in the election of
     directors (the "Outstanding Corporation Voting Securities"), provided,
     however, that for purposes of this subsection (a), the following
     acquisitions shall not constitute a Change of Control: (I) any acquisition
     directly from the Corporation, (II) any acquisition by the Corporation,
     (III) any acquisition by any corporation controlled by the Corporation or
     (IV) any acquisition by any corporation pursuant to the a transaction which
     complies with clauses (I), (II) and (III) of this Section 1.7(a); or

(b)  Individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board, provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Corporation's shareholders, was approved by a vote of at least a
     majority of the directors then comprising the Incumbent Board shall be
     considered as though such individual were a member of

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     the Incumbent Board, but excluding for this purpose, any such individual
     whose initial assumption of office occurs as a result of an actual or
     threatened election contest with respect to the election or removal of
     directors or other actual or threatened solicitation of proxies or consents
     by or on behalf of a Person other than the Board; or

(c)  Consummation of a reorganization, merger or consolidation or sale or other
     disposition of all or substantially all of the assets of the Corporation (a
     "Business Combination"), in each case, unless, following such Business
     Combination, (I) all or substantially all of the individuals and entities
     who were the beneficial owners, respectively, of the Outstanding
     Corporation Common Stock and Outstanding Corporation Voting Securities
     immediately prior to such Business Combination beneficially own, directly
     or indirectly, more than 50% of, respectively, the then outstanding shares
     of common stock and the combined voting power of the ten outstanding voting
     securities entitled to vote generally in the election of directors, as the
     case may be, of the corporation resulting from such Business Combination
     (including, without limitation, a corporation which as a result of such
     transaction owns the Corporation or all or substantially all of the
     Corporation's assets either directly or though one or more subsidiaries) in
     substantially the same proportions as their ownership, immediately prior to
     such Business Combination of the Outstanding Corporation Common Stock and
     Outstanding Corporation voting securities, as the case may be (II) no
     Person (excluding any corporation resulting from such Business combination
     or any employee benefit plan (or related trust) of the Corporation or such
     corporation resulting from such Business Combination beneficially owns,
     directly or indirectly, 20% or more of, the corporation resulting from such
     Business Combination or the combined voting power of the then outstanding
     voting securities of then outstanding voting securities of such corporation
     except to the extent that such ownership existed prior to the Business
     Combination and (III) at least a majority of the members of the board of
     directors of the corporation resulting from such Business Combination were
     members of the Incumbent board at the time of the execution of the initial
     agreement or of the action of the Board, providing for such Business
     Combination; or

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

Section 1.8 - Code

"Code" means the Internal Revenue Code of 1986, as amended from time to time,
and any regulations relating thereto.

Section 1.9 - Corporation

"Corporation" means BANC ONE CORPORATION, including all of its Related
Corporations and, to the extent provided in Section 6.5 below, and any successor
corporation or other entity resulting from a merger or consolidation into or
with the Corporation or a transfer or sale of substantially all of the assets of
the Corporation. Effective October 2, 1998, "Corporation" means BANK ONE
CORPORATION, a Delaware corporation, a successor to BANC ONE CORPORATION,
including all of its Related Corporations.

Section 1.10 - Early Retirement Date

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"Early Retirement Date" for a Participant who at termination of employment had
attained age fifty-five (55) and completed ten (10) or more years of Vesting
Service, shall be the first day of any month following termination of employment
and prior to his Normal Retirement Date.

Section 1.11 - Late Retirement Date

"Late Retirement Date" means the first day of the month next following the later
of the Participant's Normal Retirement Date or actual termination of employment
with the Corporation.

Section 1.12 - Normal Retirement Date

"Normal Retirement Date" means the first day of the month next following the
Participant's sixty-fifth (65th) birthday.

Section 1.13 - Participant

"Participant" means a salaried employee of the Corporation: (a) who is in a
select group of management or highly compensated employees; (b) who is a
participant under the Basic Retirement Plan (or any successor to or replacement
of the Basic Retirement Plan); (c) who is eligible to receive a Basic Retirement
Plan retirement, the amount of which is reduced by reason of any limitations on
benefits by the application of Code Sections 415, 401 (a)(17) and 404(l); and
(d) who is nominated for participation by the Chairman of the Board or the Chief
Executive Officer of the Corporation and such nomination is approved in writing
by the Board. Participation shall be effective as of the date so stated in the
Board's written approval.

Section 1.14 - Related Corporation

A subsidiary or any entity which is a member of a common controlled group with
BANK ONE CORPORATION pursuant to Code Section 414 (b), (c), (m), or (o).

Section 1.15 - Plan Administrator

BANK ONE CORPORATION or such individuals(s) or entity appointed Plan
Administrator in accordance with Section 4.1.

Section 1.16 - Restoration Plan

"Restoration Plan" means the BANK ONE CORPORATION Cash Balance Restoration Plan
as described herein.

Section 1.17 - Restoration Retirement Benefit

"Restoration Retirement Benefit" means that benefit, if any, payable to a
Participant pursuant to this Restoration Plan by reason of his termination of
employment with the Corporation.

Section 1.18 - Restoration Surviving Spouse Benefit

"Restoration Surviving Spouse Benefit" means the benefit payable to a Surviving
Spouse pursuant to this Restoration Plan.

Section 1.19 - Surviving Spouse

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"Surviving Spouse" means a person who is married to a Participant at the date of
his death.

Section 1.20 - Vesting Service

"Vesting Service" means the same as defined in Article I of the Basic Retirement
Plan.


                                  ARTICLE II
                                        
                        RESTORATION RETIREMENT BENEFITS
                                        
Section 2.1 - Eligibility

To receive a benefit under this Restoration Plan a Participant must qualify for
a benefit under the Basic Retirement Plan, have attained the age of fifty-five
(55) while in active service, completed ten (10) years of Benefit Service and
have terminated his employment relationship with the Corporation. In no event
shall an employee who is not entitled to benefits under the Basic Retirement
Plan be eligible for a benefit under this Restoration Plan.

Section 2.2 - Incorporation of the Basic Retirement Plan

The Basic Retirement Plan, with any amendments thereto in effect, shall be
attached hereto and is hereby incorporated by reference into and shall be a part
of this Restoration Plan as if set forth herein. Any amendment made to the Basic
Retirement Plan shall also. be incorporated by reference into and form. a part
of the Restoration Plan, effective as of the effective date of such amendment.
The Basic Retirement Plan, whenever referred to in this Restoration Plan, shall
mean the Basic Retirement Plan as it exists on the date any determination is
made of benefits payable under this Restoration Plan. All terms used herein
shall have the meanings assigned to them under the provisions of the Basic
Retirement Plan unless otherwise qualified by this Restoration Plan.

Section 2.3 - Amount of Benefit

A Participant who has met the eligibility requirements of Section 2.1 above
shall be entitled to receive a Restoration Retirement Benefit payable on the
Benefit Commencement Date, in an amount equal to the larger of (a) or (b), as
follows, where:

(a)  equals (i) minus (ii):

     (i)  the Basic Retirement Plan Benefit determined under Basic Retirement
          Plan to which the Participant would have been entitled if such benefit
          was computed without any limitations on benefits imposed by
          application of Code Section 415, 4,01(a)(17) or 404(l), and

     (ii) the Basic Retirement Plan Benefit payable to the eligible Participant
          under the Basic Retirement Plan.

(b)  equals a Participant's Restoration Retirement Benefit under the Restoration
     Plan determined as of December 31, 1997, before the Restoration Plan was
     amended and restated.

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In determining the amount of the Basic Retirement Plan Benefit for purpose of
Subsection (a)(i) for any year, any amount of compensation or bonus that a
Participant has deferred under the BANK ONE CORPORATION Compensation Deferral
Plan and the BANK ONE CORPORATION 401(k) Restoration Plan for the year shall be
considered as part of eligible earnings for the year deferred.

The amounts described herein shall be determined by the same actuarial
adjustments as those specified in the Basic Retirement Plan and computed as of
the date of termination of employment of the Participant with the Corporation.

Section 2.4 - Vesting

In the event that Participant remains an employee of the Corporation after
having attained the age of fifty-five (55) and completed ten (10) years of
Vesting Service, his right to Restoration Benefits shall thereafter be vested,
but no Restoration Benefits shall be payable hereunder to or in respect to him
until the Benefit Commencement Date.

The Chief Executive Officer of the Corporation shall have the authority to vest
any Participant's Restoration Benefits with the approval of the Organization,
Compensation and Nomination Committee.

Section 2.5 - Benefit Election

Participant may elect a Normal Retirement Date, Late Retirement Date, or Early
Retirement Date as defined in the Basic Retirement Plan. Subject to the
provisions of the Basic Retirement Plan, benefits commencing prior to the Normal
Retirement Date shall be actuarially reduced in accordance with provisions of
the Basic Retirement Plan.

Section 2.6 - Form of Distribution

The Restoration Retirement Benefit payable to an eligible Participant shall
generally be paid in a lump sum, which shall be the actuarial equivalent of the
straight life annuity amount calculated in accordance with Section 2.3 herein.

The Participant may elect to have his Restoration Retirement Benefit paid as a
monthly annuity. The available payment forms shall consist of Life only, Life
and 60 months certain or Life and 120 months certain, a 50%, 66%, or 100%
Survivor Annuitant or 3% or 5% increasing annuity option, all as described in
the Basic Retirement Plan. The form of payment requested by Participant shall,
in any event, be the same method of payment elected under the Basic Retirement
Plan and shall be equal to the actuarial equivalent of the straight life annuity
amount calculated in accordance with Section 2.3 herein. Such election will only
be effective if the election to receive an annuity payable on a monthly basis is
made at least six months prior to the effective date of retirement.

Section 2.7 - Commencement of Benefit

Payment of the Restoration Retirement Benefit to a Participant shall commence on
the same date as payment of the Basic Retirement Plan Benefit to the,
Participant commences with the exception that the lump sum form of payment is
elected pursuant to Section 2.6, payment will commence on the Benefit
Commencement Date. Benefits payable in a monthly annuity to recipients under
this Restoration Plan shall cease to be payable, at the same time as benefits
payable under the Basic Retirement Plan to such recipient shall cease, or at
such earlier time as the limitations under Code Section 415 are no longer
applicable.

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                                  ARTICLE III
                                        
                     RESTORATION SURVIVING SPOUSE BENEFIT
                                        
Section 3.1 - Eligibility for Restoration Surviving Spouse Benefit

A Restoration Surviving. Spouse Benefit will be paid to the Surviving Spouse
under the terms of this Article, if:

(a)  the Participant has attained the age of fifty-five (55) while actively
     employed with the Corporation,

(b)  the Participant has at least ten (10) years of Benefit Service, and

(c)  the Participant dies while actively employed by the Corporation.

Section 3.2 - Amount of Benefit

The amount of the Restoration Surviving Spouse Benefit payable to a Surviving
Spouse shall be equal to:

(a)  the amount of the Basic Retirement Plan Surviving Spouse Benefit to which
     the Surviving Spouse would have been entitled under the Basic Retirement
     Plan if such benefit were computed without giving effect to any limitation
     on benefits imposed by application of Code Section 415, 401(a)(17) or
     404(l);

                                     MINUS

(b)  the amount of the Basic Retirement Plan Surviving Spouse Benefit actually
     payable to the Surviving Spouse under the Basic Retirement Plan.

In determining the amount of the Basic Retirement Plan Surviving Spouse Benefit
for purpose of Subsection (a), a Participant's Basic Plan Benefit shall be
determined by including any amount of compensation or bonus that a Participant
had deferred under the BANK ONE CORPORATION Compensation Deferral Plan and the
BANK ONE CORPORATION 401(k) Restoration Plan for the year as part of eligible
earnings for the year deferred or any compensation or bonus that a Participant
had exchanged under the BANK ONE CORPORATION Investment Option Plan for the year
as part of eligible earnings for the year exchanged.

Section 3.3 - Form and Commencement of Benefit

The Restoration Surviving Spouse Benefit shall be computed as of the date of
Participant's death and payable in the form elected by the Participant. If no
election has been made in accordance with procedures set forth by the Plan
Administrator, the Restoration Surviving Spouse Benefit shall be payable in a
lump sum. The amount of the payment shall be determined by the same actuarial
adjustments as specified in the Basic Retirement Plan concerning calculation of
the Surviving Spouse Benefit.

Section 3.4 - Rights to Benefits

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Nothing contained in this Restoration Plan is intended to give or shall give any
spouse or former spouse of a Participant or any other person any right to
benefits under this Restoration Plan by virtue of Code Sections 401(a)(11) and
417 (relating to qualified pre-retirement survivor annuities and qualified joint
and survivor annuities) or Code Sections 401(a)(13)(B) and 414(p) (relating to
qualified domestic relations orders) as amended.


                                  ARTICLE IV
                                        
                                ADMINISTRATION
                                        
Section 4.1 - Administrative Powers and Duties

BANK ONE CORPORATION shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof. The
Chief Executive Officer of BANK ONE CORPORATION may, in his discretion, appoint
an employee/employees or an administrative committee in writing to administer
the provisions of this Restoration Plan. The decision of the Plan Administrator
with respect to any questions arising as to the administration or interpretation
of this Restoration Plan, including the discontinuance of any or all of the
provisions thereof, shall be final, conclusive, and binding. If the Restoration
Plan is administered by a committee, such committee may act by a majority of its
members by a vote at a meeting or in writing without a meeting signed by all the
members of the committee.

All provisions set forth in the Basic Retirement Plan with respect to the
administrative powers and duties of the Corporation, expenses of administration,
and procedures for filing claims shall also be applicable with respect to the
Restoration Plan. The Corporation shall be entitled to rely conclusively upon
all tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or engaged by
the Corporation with respect to the Restoration Plan.

Section 4.2 - Records

The Plan Administrator shall keep such records of such information, necessary or
desirable to effectuate the purpose of the Plan including without in any manner
limiting the generality of the foregoing, records and information with respect
dates of employment and termination and determinations made hereunder. To the
extent that the Plan Administrator shall prescribe forms for use by the
Participants and their Surviving Spouse in communication with the Plan
Administrator and shall establish periods during which communications must be
received, the Plan Administrator shall be protected in disregarding any notice
or communication if such notice or communication is not received in a form
prescribed by the Plan Administrator and not during a period prescribed by the
Plan Administrator. The Corporation and the Plan Administrator shall
respectively also be protected in acting upon any notice or other communication
purporting to be signed by any person and reasonably believed to be genuine and
accurate, including the Participant's current mailing address.

Section 4.3 - Determinations

All determinations hereunder made by the Plan Administrator shall be made in the
sole and absolute discretion of the Plan Administrator

In the event that any disputed matter shall arise hereunder, including, without
in any manner limiting the generality of the foregoing, any matter relating to
the eligibility of any person to participate under the

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Restoration Plan, the participation of any person under the Restoration Plan
and, the amounts payable to any person under the Restoration Plan and the
applicability and the interpretation of the previsions of the Restoration Plan,
the decision of the Corporation upon such matter shall be binding and conclusive
upon all persons, including, without in any manner limiting the generality of
the foregoing, the Corporation, the Participants and their Surviving Spouses and
upon the respective successors, assigns, executors, administrators, heirs, next-
of-kin and distributees of all the foregoing.

Section 4.4 - Claims Procedure

The Plan Administrator shall have discretion regarding benefit determinations.
If required by the Plan Administrator, any person entitled to benefits hereunder
must file a claim with the Plan Administrator upon forms furnished by the Plan
Administrator. Notwithstanding any other provision of the Restoration Plan,
payment of benefits need not be made until receipt of the claim and the
expiration of the time periods specified in the Section 4.4 for rendering a
decision on the claim. In the event a claim is denied, benefits need not be made
or commence until a final decision is reached by the Plan Administrator, subject
to the provisions of Section 4.5.

The Plan Administrator shall notify the claimant of its decision within ninety
(90) days after receipt of the claim. However, if special circumstances require,
the Plan Administrator may defer action on a claim for benefits for an
additional period not to exceed ninety (90) days, and in that case if shall
notify the claimant of the special circumstances involved and time by which it
expects to render a decision.

If the Plan Administrator determines that any benefits claimed should be denied,
it shall give notice to the claimant setting the specific reason or reasons for
the denial and provide a specific reference to the Plan provisions on which the
denial is based. The Plan Administrator shall also describe any additional
information necessary for the claimant to perfect the claim.

Section 4.5 - Appeal and Review Procedure

If a claim has been denied by the Plan Administrator, the claimant shall have
sixty (60) days after receipt of the denial in which to file a notice of appeal
with the Plan Administrator. A final determination by the Plan Administrator
shall be rendered within sixty (60) days after receipt of the claimant's notice
of appeal. Under special circumstances such determination may be delayed for an
additional period not to exceed sixty (60) days, in which case the claimant
shall be notified of the delay prior to the close of the initial sixty (60) day
period. The Plan Administrator's final decision shall set forth the reasons and
the references to the Restoration Plan provisions on which it is based.

Section 4.6 - Facility of Payment

Whenever a person entitled under the Plan to receive any payment of a benefit is
under a legal disability or incapacity or is in any way unable to manage his
financial affairs, the Plan Administrator may, in its discretion, direct
payments on behalf of such person to be made to the incapacitated person's legal
representative, custodian, relative, or other such individual(s) as is (are)
known by the Plan Administrator to be assisting such person. Such decision by
the Plan Administrator shall be made after consultation with those persons, if
any, which may include legal counsel and/or medical personnel, which the Plan
Administrator in his sole discretion determines are necessary in order to make
such decision. Any payment of benefit or installment thereof in accordance with
the provisions of this Section 4.6 shall be a complete discharge of any
liability relating to the making of or entitlement to such payment under the
provisions of the Restoration Plan.

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<PAGE>
 
Section 4.7 - Acceleration of Benefit Payments

The Corporation hereby reserves the right to accelerate the payment of
Restoration Plan distributions without the consent of the Participant or the
Participant's Surviving Spouse, estate or any other person or persons claiming
through or under the Participant. In making such determination, due
consideration may be given to the health, financial circumstances and family
obligations of the Participant. In this regard, the Participant may be
consulted, however, he shall have no voice in the decision reached nor any right
to an accelerated payment. The Corporation's determination shall be final and
conclusive upon the Participant and the Surviving Spouse.

Section 4.8 - Action by the Corporation

Any action by the Corporation under this Restoration Plan may be by resolution
of its Board of Directors, or by any person, persons, duly authorized by
resolution of aid Board to take such action.

Section 4.9 - Exemption from Liability/Indemnification

The persons acting on behalf of the Plan Administrator, shall be free from all
liability, joint or several, for their acts, omissions, and conduct, and for the
acts, omissions and conduct of their appointed agents, in administration of the
Plan, except for those acts or omissions and conduct resulting from willful
misconduct or lack of good faith.

The Corporation shall indemnify the persons acting on behalf of the Plan
Administrator and other employee, officer or director of the Corporation against
any claims, loss, damage, expense and liability, by insurance or otherwise,
reasonably incurred by the individual in connection with any action or failure
to act by reason of performance of an authorized duty or responsibility for or
on behalf of the Corporation pursuant to the Plan unless the same is judicially
determined to be the result of the individual's gross negligence or willful
misconduct. Such indemnification by the Corporation shall be made only to the
extent such expense or liability is not payable to or on behalf of such person
under any liability insurance coverage. The foregoing right to indemnification
shall be in addition to any other rights to which any such person may be
entitled as a matter of law.

Section 4.10 - Non-assignability

No right or benefit under the Restoration Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, assign, sell pledge, encumber or charge the same shall be
void.

The Restoration Plan shall not in any manner be liable for or subject to the
debts, contracts, liabilities, engagement or torts of any person entitled to
benefits hereunder.

In event that any Participant's benefits are garnished or attached by order of
any court, the Corporation may elect to bring an action for a declaratory
judgment in a court of competent jurisdiction to determine the proper recipient
of the benefits to be paid by the Restoration Plan. During the pendency of said
action, any benefits that become payable may be paid into the court as they
become payable, to be distributed by the court to the recipient as it deems
proper at the close of said action.

                                      10

<PAGE>
 
                                   ARTICLE V
                                        
                           AMENDMENT OR TERMINATION
                                        
Section 5.1 - Amendment and Termination

The Corporation reserves the right in its sole discretion to amend or terminate
this Restoration Plan at any time. In the event of a termination, the
Corporation in its sole discretion may accelerate payment of Restoration
Retirement Benefits pursuant to Section 4.7 to those Participants participating
in the Restoration Plan on the date of such termination, to the extent such
Restoration Retirement Benefits would be otherwise payable as defined in Article
II, determined on the basis that each Participant's presumed retirement date was
the date the Restoration Plan was terminated. However, no amendment or
termination shall affect any Restoration Retirement Benefit then being paid to
Participants or Surviving Spouses under this Restoration Plan as determined
prior to such effective date of the amendment or termination.

Section 5.2 - Change of Control

The Restoration Plan shall not be automatically terminated upon change of
control or by a transfer or sale of assets of the Corporation or by the merger
or consolidation of the Corporation into or with any other Corporation or other
entity when the Corporation is not the surviving or continuing Corporation, but
the Plan shall be continued after such sale, merger or consolidation only if and
to the extent that the transferee, purchaser or successor entity, shall be
obligated to pay Plan benefits to those Participants participating in the
Restoration Plan on the date of such termination, to the extent such Restoration
Retirement Benefits would be otherwise payable as defined in Articles II and
III, determined on the basis that each Participant's presumed termination date
was the date the plan was terminated.


                                  ARTICLE VI
                                        
                              GENERAL PROVISIONS
                                        
Section 6.1 - General Conditions

Except as otherwise expressly provided herein, all terms and conditions of the
Basic Retirement Plan applicable to a Basic Retirement Plan Benefit or a Basic
Retirement Plan Surviving Spouse Benefit shall also be applicable to Restoration
Retirement Benefit or a Restoration Surviving Spouse Benefit payable hereunder.
Any Basic Retirement Plan Benefit or Basic Retirement Plan Surviving Spouse
Benefit or any other benefit payable under the Basic Retirement Plan shall be
paid solely in accordance with the terms and conditions of the Basic Retirement
Plan and nothing in this Restoration Plan shall operate or be construed in any
way to modify, amend or affect the terms and provisions of the Basic Retirement
Plan.

Section 6.2 - Rights to Benefits

No Participant or Surviving Spouse shall have any right to a benefit under the
Restoration Plan except in accordance with the terms of the Restoration Plan.

No Participant, Surviving Spouse or any other person shall have any interest in
any particular assets of the Corporation by reason of the right to receive a
benefit under the Restoration Plan and any such Participant,

                                      11

<PAGE>
 
Surviving Spouse or other person shall have only the rights of a general
unsecured creditor of the Corporation with respect to any rights under the
Restoration Plan.

Nothing contained in the Restoration Plan shall constitute a guaranty by the
Corporation or any other entity or person that the assets of the Corporation
will be sufficient to pay any benefit hereunder.

Section 6.3 - Offsets to Benefits

Notwithstanding any provisions of this Restoration Plan to the contrary, the
Corporation may at the time of distribution, in its sole and absolute
discretion, enforce the right of offset against any amounts paid to a
Participant under the Restoration Plan against any debt of the Participant which
has been reduced to judgment in favor of the Corporation or any of its Related
Corporations.

Section 6.4 - Forfeiture of Benefits

Notwithstanding any provisions of this Restoration Plan to the contrary,
benefits under the Restoration Plan shall be forfeited upon:

(a)  termination of employment prior to: attaining the age of 55, having ten
     (10) years of Benefit Service, and vesting under Basic Retirement Plan; or

(b)  death of a Participant who is not survived by a Surviving Spouse; or

(c)  the benefit is unclaimed pursuant to Section 6.6 below.

The Chairman of the Corporation shall have the authority disregard the
provisions of the previous paragraph and vest any Participant's Restoration
Benefits with the approval of the Organization, Compensation and Nomination
Committee.

Section 6.5 - Limitations on Liability

Notwithstanding any of the preceding provisions of the Restoration Plan, neither
the Corporation nor any individual acting as an employee or agent of the
Corporation shall be liable to any Participant, former Participant, Surviving
Spouse or any other person for any claim, loss, liability or expense incurred in
connection with this Restoration Plan.

Section 6.6 - Unclaimed Benefit

Each Participant and Surviving Spouse. of the Participant shall keep the
Corporation informed of his current address and the current address of his
spouse. The Corporation shall not obligated to search for the whereabouts of any
person. If the location of a Participant is not made known to the Corporation
within three (3) years from the date on which payment of the Participant's
Restoration Retirement Benefit may be made, payment may be made as though the
Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three years
after the actual death of a Participant, the Corporation unable to locate any
Surviving Spouse of the Participant then the Corporation shall have no further
obligation to pay any benefit hereunder to such Participant or Surviving Spouse
or any other person and such benefit shall be irrevocably forfeited.

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Section 6.7 -ERISA Status

This Restoration Plan shall constitute a plan which unfunded and which is
maintained solely for the purpose of providing benefits in excess of the limits
imposed by Code Sections 415, 401(a)(17) and 404(l) to a select group of
Employees within the meaning of Section 202, 301 and 401 of ERISA and the ERISA
reporting and disclosure regulations.

Section 6.8 - Construction

In the construction of the Restoration Plan, the masculine shall include the
feminine and the singular the plural in all cases unless qualified by the
context. Any headings used herein are included for ease reference only and are
not to be construed so as to alter the terms hereof.

Section 6.9 - Controlling Law

The laws of the State of Ohio shall be controlling in all matters relating to
the Restoration Plan and shall be the controlling state law in all matters
relating to the Restoration Plan and shall apply to the extent that it is not
preempted by the laws of the United States of America.

Section 6.10 - Effect of Invalidity of Provision

If any provision of this Restoration Plan is held invalid or unenforceable for
any reason, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Restoration Plan shall be construed and enforced as
if such provision had not been included.

Section 6.11 - Continued Employment

Nothing contained in this Restoration Plan shall be construed as a contract of
employment between the Corporation and any Participant, or as a right of any
Participant to be continued in employment of the Corporation or as a limitation
on the right of the Corporation as a limitation on the right of the Corporation
to discharge any of its employees, with or without cause.

Section 6.12 - Status of Plan

Nothing contained herein shall be construed as providing for assets to be held
in trust or escrow or any other form of asset segregation for the Participant or
for any other person or persons to whom benefits are to be paid pursuant to the
terms of this Restoration Plan, the Participant's only interest hereunder being
the right to receive the benefits set forth herein. To the extent the
Participant or any other person acquires a. right to receive benefits under this
Restoration Plan, such right shall be no greater than the right of unsecured
general creditor of the Corporation.

Section 6.13 - Payments and Expenses

Restoration Retirement Benefits and Restoration Surviving Spouse Benefits
("Benefits") shall be payable by the Corporation from its general assets. The
cost of the Benefits shall be incurred by each Related Corporation, who has
employees participating in this Restoration Plan. Each such Related Corporation
will be regularly assessed and obligated to remit to the Corporation the
actuarially determined amount for the Benefits. Such assessments shall be
accumulated and shall be maintained as general assets of the

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Corporation. The Corporation shall maintain appropriate accountings and records
for this Restoration Plan. The expenses of administrating this Restoration Plan
shall be borne by the Corporation.

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