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                               THE SCOTTS COMPANY
                          1992 LONG TERM INCENTIVE PLAN
                   (REFLECTS AMENDMENTS THROUGH MAY 15, 2000)

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                               THE SCOTTS COMPANY
                          1992 LONG TERM INCENTIVE PLAN
                   (REFLECTS AMENDMENTS THROUGH MAY 15, 2000)


                                   SECTION 1.

                                     PURPOSE

         The purpose of the Plan is to foster and promote the long-term
financial success of the Company and materially increase shareholder value by
(a) motivating superior performance by means of performance-related incentives,
(b) encouraging and providing for the acquisition of an ownership interest in
the Company by Employees and Eligible Directors, and (c) enabling the Company to
attract and retain the services of an outstanding Board and management team upon
whose judgment, interest, and special effort the successful conduct of its
operations is largely dependent.

                                   SECTION 2.

                                   DEFINITIONS

         2.1. Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:

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

                  (b) "Award" means any Option, Stock Appreciation Right,
         Performance Share or any combination thereof, including Awards
         combining two or more types of Awards in a single grant.

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

                  (d) "Cause" means (i) the willful failure by the Participant
         to perform substantially his duties as an Employee of the Company
         (other than due to physical or mental illness) after reasonable notice
         to the Participant of such failure, (ii) the Participant's engaging in
         serious misconduct that is injurious to the Company or any Subsidiary,
         (iii) the Participant's having been convicted of, or entered a plea of
         nolo contendere to, a crime that constitutes a felony or (iv) the
         breach by the Participant of any written covenant or agreement with the
         Company or any Subsidiary not to disclose any information pertaining to
         the Company or any Subsidiary or not to compete or interfere with the
         Company or any Subsidiary.

                  (e) "Change in Control" means the occurrence, of any of the
         following events:
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                           (i) the members of the Board at the beginning of any
                  consecutive twenty-four calendar month period (the "Incumbent
                  Directors") cease for any reason other than due to death to
                  constitute at least a majority of the members of the Board,
                  provided that any director whose election, or nomination for
                  election by the Company's shareholders, was approved by a vote
                  of at least a majority of the members of the Board then still
                  in office who were members of the Board at the beginning of
                  such twenty-four calendar month period, shall be treated as an
                  Incumbent Director; or

                           (ii) any "person," including a "group" (as such terms
                  are used in Sections 13(d) and 14(d)(2) of the Act, but
                  excluding the Company, any of its Subsidiaries, any employee
                  benefit plan of the Company or any of its Subsidiaries) is or
                  becomes the "beneficial owner" (as defined in Rule 13(d)(3)
                  under the Act), directly or indirectly, of securities of the
                  Company representing 35% or more of the combined voting power
                  of the Company's then outstanding securities; or

                           (iii) the shareholders of the Company shall approve a
                  definitive agreement (1) for the merger or other business
                  combination of the Company with or into another corporation, a
                  majority of the directors of which were not directors of the
                  Company immediately prior to the merger and in which the
                  shareholders of the Company immediately prior to the effective
                  date of such merger own less than 50% of the voting power in
                  such corporation or (2) for the sale or other disposition of
                  all or substantially all of the assets of the Company; or

                           (iv) the purchase of Stock pursuant to any tender or
                  exchange offer made by any "person," including a "group" (as
                  such terms are used in Sections 13(d) and 14(d)(2) of the
                  Act), other than the Company, any of its Subsidiaries, or an
                  employee benefit plan of the Company or any of its
                  Subsidiaries, for 35% or more of the Stock of the Company.

                  (f) "Change in Control Price" means the highest price per
         share of Stock offered in conjunction with any transaction resulting in
         a Change in Control (as determined in good faith by the Committee if
         any part of the offered price is payable other than in cash) or, in the
         case of a Change in Control occurring solely by reason of a change in
         the composition of the Board, the highest Fair Market Value of the
         Stock on any of the 30 trading days immediately preceding the date on
         which a Change in Control occurs. (g) "Code" means the Internal Revenue
         Code of 1986, as amended.

                  (h) "Committee" means the Compensation and Organization
         Committee of the Board, which shall consist of two or more members,
         each of whom shall be a "non-employee director" within the meaning of
         Rule 16b-3, as promulgated under the Act.

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                  (i) "Company" means The Scotts Company, an Ohio corporation,
         and any successor thereto.

                  (j) "Director Option" means a Nonstatutory Stock Option
         granted to each Eligible Director pursuant to Section 6.7 without any
         action by the Board or the Committee.

                  (k) "Disability" means the inability of the Participant to
         perform his duties for a period of at least six months due to a
         physical or medical infirmity.

                  (l) "Eligible Director" means, on any date, a person who is
         serving as a member of the Board and who is neither an Employee nor
         associated with Clayton, Dubilier & Rice, Inc.

                  (m) "Employee" means any officer or other key executive and
         management employee of the Company or any of its Subsidiaries.

                  (n) "Fair Market Value" means, on any date, the closing price
         of the Stock as reported on the New York Stock Exchange (or on such
         other recognized market or quotation system on which the trading prices
         of the Stock are traded or quoted at the relevant time) on such date.
         In the event that there are no Stock transactions reported on the New
         York Stock Exchange (or such other market or system) on such date, Fair
         Market Value shall mean the closing price on the immediately preceding
         date on which Stock transactions were so reported.

                  (o) "Option" means the right to purchase Stock at a stated
         price for a specified period of time. For purposes of the Plan, an
         Option may be either (i) an "Incentive Stock Option" (ISO) within the
         meaning of Section 422 of the Code or (ii) a "Nonstatutory Stock
         Option" (NSO).

                  (p) "Participant" means any Employee designated by the
         Committee to participate in the Plan.

                  (q) "Performance Period" means the period during which, and
         the conditions under which, receipt of the Performance Share will be
         deferred pursuant to Section 7 of the Plan.

                  (r) "Performance Share" means a right to receive from the
         Company, at the end of the Performance Period, either (i) a share of
         Stock, (ii) an amount of cash equal to the Fair Market Value of a share
         of Stock or (iii) an immediately exercisable Option which has a value
         (as determined by the Committee) which is equivalent to the Fair Market
         Value of a share of Stock, as elected by the Participant at the
         beginning of the applicable Performance Period.

                  (s) "Plan" means The Scotts Company 1992 Long Term Incentive
         Plan, as in effect from time to time.

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                  (t) "Retirement" means termination of a Participant's
         employment on or after the normal retirement date or, with the
         Committee's approval, on or after any early retirement date established
         under any retirement plan maintained by the Company or a Subsidiary in
         which the Participant participates.

                  (u) "Stock" means the common shares of the Company, without
         par value.

                  (v) "Stock Appreciation Right" means the right, subject to
         such terms and conditions as the Committee may impose, to receive an
         amount in cash or stock, as determined by the Committee, equal to the
         excess of (i) the Fair Market Value, as of the date such Stock
         Appreciation Right is exercised, of the number of shares of Stock
         covered by the Stock Appreciation Right being exercised over (ii) the
         aggregate exercise price of such Stock Appreciation Right.

                  (w) "Subsidiary" means any corporation or partnership in which
         the Company owns, directly or indirectly, 50% or more of the total
         combined voting power of all classes of stock of such corporation or of
         the capital interest or profits interest of such partnership.

         2.2. Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

                                   SECTION 3.

                          ELIGIBILITY AND PARTICIPATION

         Except as otherwise provided in Section 6.7, the only persons eligible
to participate in the Plan shall be those Employees selected by the Committee as
Participants.



                                   SECTION 4.

                             POWERS OF THE COMMITTEE

         4.1. Power to Grant. The Committee shall determine the Participants to
whom Awards shall be granted, the type or types of Awards to be granted and the
terms and conditions of any and all such Awards. The Committee may establish
different terms and conditions for different types of Awards, for different
Participants receiving the same type of Award and for the same Participant for
each Award such Participant may receive, whether or not granted at different
times.

         4.2. Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized prescribe,

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amend, and rescind rules and regulations relating to the Plan, to provide for
conditions deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations (including, without limitation,
whether a Participant has incurred a Disability) necessary or advisable for the
administration and interpretation of the Plan in order to carry out its
provisions and purposes. Determinations, interpretations, or other actions made
or taken by the Committee pursuant to the provisions of the Plan shall be final,
binding, and conclusive for all purposes and upon all persons. Notwithstanding
anything else contained in the Plan to the contrary (i) the Committee may
delegate to any officer of the Company or a committee of officers of the Company
the authority to make determinations under the Plan with respect to Participants
who are not subject to the reporting requirements of Section 16(a) of the Act,
including, without limitation, determinations as to whether such a Participant
has incurred a Disability or whether to consent to such a Participant's early
retirement and (ii) except as specifically provided under the Plan, neither the
Committee nor the Board shall have any discretion regarding whether an Eligible
Director receives a Director Option pursuant to Section 6.7, or regarding the
terms of any such Director Option, including, without limitation, the number of
shares subject to any such Director Option.

                                   SECTION 5.

                              STOCK SUBJECT TO PLAN

         5.1. Number. Subject to the provisions of Section 5.3, the number of
shares of Stock subject to Awards and Director Options under the Plan may not
exceed 1,700,000 shares of Stock, plus the lesser of (i) the number of shares of
Stock surrendered to exercise any Options (other than Director Options) granted
under the Plan or (ii) 1,000,000 shares of Stock. The Committee may grant Awards
under the Plan payable in cash, and the exercise of, or payment on, such cash
Awards shall not reduce the number of shares of Stock subject to Awards under
the Plan, unless such Award is a Stock Appreciation Right. The shares to be
delivered under the Plan may consist, in whole or in part, of treasury Stock or
authorized but unissued Stock, not reserved for any other purpose.

         5.2. Cancelled, Terminated, or Forfeited Awards. Except as provided in
Section 5.1, any shares of Stock subject to an Award which for any reason is
cancelled, terminated or otherwise settled without the issuance of any Stock
shall again be available for Awards and Director Options under the Plan.

         5.3. Adjustment in Capitalization. In the event of any Stock dividend
or Stock split, recapitalization (including, without limitation, the payment of
an extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders, exchange of shares, or other similar
corporate change, the aggregate number of shares of Stock available for Awards
and Director Options under Section 5.1 or subject to outstanding Awards and the
respective prices, limitations, and/or performance criteria applicable to
outstanding Awards may be appropriately adjusted by the Committee, whose
determination shall be conclusive. If, pursuant to the preceding sentence, an
adjustment is made to the number of shares subject to outstanding Options held
by Participants, a corresponding adjustment shall be made to the number of
shares subject to outstanding Director Options and if an adjustment is made to
the

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number of shares of Stock authorized for issuance under the Plan, a
corresponding adjustment shall be made to the number of shares subject to each
Director Option thereafter granted pursuant to Section 6.7.

                                   SECTION 6.

                   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

         6.1. Grant of Options. Options may be granted to Participants at such
time or times as shall be determined by the Committee, including, without
limitation, in settlement of any Performance Shares issued under the Plan.
Options granted under the Plan may be of two types: (i) Incentive Stock Options
and (ii) Nonstatutory Stock Options. The Committee shall have complete
discretion in determining the number of Options, if any, to be granted to a
Participant. Without limiting the foregoing, the Committee may grant Options
containing provisions for the issuance to the Participant, upon exercise of such
Option and payment of the exercise price therefor with previously owned shares
of Stock, of an additional Option for the number of shares so delivered, having
such other terms and conditions not inconsistent with the Plan as the Committee
shall determine. Each Option shall be evidenced by an Option agreement that
shall specify the type of Option granted, the exercise price, the duration of
the Option, the number of shares of Stock to which the Option pertains, and such
other terms and conditions not inconsistent with the Plan as the Committee shall
determine.

         6.2. Option Price. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price which is not
less than the Fair Market Value on the date the Option is granted.

         6.3. Exercise of Options. Options awarded to a Participant under the
Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions including the performance of a minimum period of
service or the satisfaction of performance goals, as the Committee may impose,
either at or after the time of grant of such Options; provided, however, that if
the Committee does not specify another exercise schedule at the time of grant,
each Option shall become exercisable in three approximately equal installments
on each of the first three anniversaries of the date of grant, subject to the
Committee's right to accelerate the exercisability of such Option in its
discretion. Notwithstanding the foregoing, no Option shall be exercisable for
more than 10 years after the date on which it is granted.

         6.4. Payment. The Committee shall establish procedures governing the
exercise of Options, which shall require that written notice of exercise be
given and that the Option price be paid in full in cash or cash equivalents,
including by personal check, at the time of exercise or pursuant to any
arrangement that the Committee shall approve. The Committee may, in its
discretion, permit a Participant or an Eligible Director to tender Stock already
owned by the Participant or the Eligible Director, either by actual delivery of
the shares of Stock or by attestation, valued at its Fair Market Value on the
date of exercise, as partial or full payment of the exercise price. As soon as
practicable after receipt of a written exercise notice and full payment of the
exercise price, the Company shall deliver to the Participant or the Eligible
Director a certificate or certificates representing the acquired shares of
Stock.

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         6.5. Incentive Stock Options. Notwithstanding anything in the Plan to
the contrary, no term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
Federal income tax treatment afforded under Section 421 of the Code.

         6.6. Stock Appreciation Rights. Stock Appreciation Rights may be
granted in tandem with any Option granted under the Plan, either at or after the
time of the grant of such Option, subject to such terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall determine.
Each Stock Appreciation Right shall only be exercisable to the extent that the
corresponding Option is exercisable, and shall terminate upon the termination or
exercise of the corresponding Option. Upon the exercise of any Stock
Appreciation Right, the corresponding Option shall terminate.

         6.7. Director Options. Notwithstanding anything else contained herein
to the contrary, on November 11, 1992 and on the first business day following
the date of each annual meeting of shareholders held during the term of the Plan
prior to the annual meeting of shareholders held in 1996, each Eligible Director
shall receive a Director Option to purchase 4,000 shares of Stock at an exercise
price per share equal to the Fair Market Value on the date of grant. No Director
Options shall be granted in connection with the 1996 annual meeting of
shareholders or thereafter. Each Director Option shall be exercisable six months
after the date of grant and shall remain exercisable until the earlier to occur
of (i) the tenth anniversary of the date of grant or (ii) the first anniversary
of the date the Eligible Director ceases to be a member of the Board, except
that if the Eligible Director ceases to be a member of the Board after having
been convicted of, or pled guilty or nolo contendere to, a felony, his Director
Options shall be cancelled on the date he ceases to be a director. An Eligible
Director may exercise a Director Option in the manner described in Section 6.4.

                                   SECTION 7.

                               PERFORMANCE SHARES

         7.1. Grant of Performance Shares. The Committee may grant Performance
Shares to Participants at such times and in such amounts, and subject to such
other terms and conditions not inconsistent with the Plan as it shall determine.
Each grant of Performance Shares shall be evidenced by a written agreement
setting forth the terms of such Award.

         7.2. Restrictions on Transferability. Except as provided in Section
11.1, Performance Shares may not be sold, transferred, pledged, assigned, or
otherwise alienated until such time or until the satisfaction of such
performance goals as the Committee shall impose, either at or after the time of
grant. Notwithstanding the foregoing, the Committee may accelerate or waive such
restrictions in whole or in part at any time prior to the Participant's
termination of employment.

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         7.3. Rights With Respect to Performance Shares. Notwithstanding
anything else contained in the Plan to the contrary, a Participant who is
granted Performance Shares shall have no rights as a shareholder until shares of
Stock are issued, if at all, in settlement of the Participant's rights with
respect to such Performance Shares, and shall not be entitled to receive any
amounts with respect to any dividends declared on the Stock during the
Performance Period.

         7.4. Deferral Election. The Committee may permit a Participant to elect
to further defer receipt of an Award (or an installment of an Award) for a
specified period or until a specified event (the "Elective Period"), subject in
each case to the Committee's approval and to such terms as are determined by the
Committee, all in its sole discretion. Subject to any exceptions adopted by the
Committee, such election must generally be made at least 12 months prior to
completion of the Performance Period for such Performance Share Award (or such
installment).

                                   SECTION 8.

                            TERMINATION OF EMPLOYMENT

         8.1. Termination of Employment Due to Retirement. Unless otherwise
determined by the Committee at the time of grant, in the event a Participant's
employment terminates by reason of Retirement, (i) any Options granted to such
Participant which are then outstanding (whether or not exercisable prior to the
date of such termination) may be exercised at any time prior to the expiration
of the term of the Options or within five (5) years (or such shorter period as
the Committee shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter and (ii) a pro rata
portion of any Performance Shares then outstanding which would have vested based
on actual performance at the end of the Performance Period shall become
non-forfeitable, based upon that portion of the Performance Period which expired
prior to the Participant's Retirement, provided that, unless the Committee
otherwise determines, payment for such pro rata portion of the Performance
Shares shall not be made until the expiration of the Performance Period.

         8.2. Termination of Employment Due to Death or Disability. Unless
otherwise determined by the Committee at the time of grant, in the event a
Participant's employment terminates by reason of death or Disability, (i) any
Options granted to such Participant which are then outstanding (whether or not
exercisable prior to the date of such termination) may be exercised by the
Participant or the Participant's designated beneficiary, and if none is named,
in accordance with Section 11.2, at any time prior to the expiration date of the
term of the Options or within five (5) years (or such shorter period as the
Committee shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter; and (ii) a pro rata
portion of any Performance Shares then outstanding which would have vested based
on actual performance at the end of the Performance Period shall become
non-forfeitable based upon that portion of the Performance Period which expired
prior to the Participant's death or Disability, provided that, unless the
Committee otherwise determines, payment for such pro rata portion of the
Performance Shares shall not be made until the expiration of the Performance
Period.

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         8.3. Termination of Employment For Cause. Unless otherwise determined
by the Committee at the time of grant, in the event a Participant's employment
is terminated for Cause, any Options granted to such Participant which are then
outstanding (whether or not exercisable prior to the date of such termination)
shall be forfeited, and any Performance Shares then outstanding as to which the
Performance Period has not lapsed shall be forfeited.

         8.4. Termination of Employment for Any Other Reason. Unless otherwise
determined by the Committee at or after the time of grant, in the event the
employment of the Participant shall terminate for any reason other than one
described in Section 8.1, 8.2 or 8.3, any Options granted to such Participant
which are exercisable at the date of the Participant's termination of employment
shall remain exercisable until the earlier to occur of (i) the expiration of the
term of such Options or (ii) the thirtieth day following the Participant's
termination of employment, whichever period is shorter, and any Performance
Shares granted to the Participant which are then outstanding shall be forfeited
without any payment therefor.

                                   SECTION 9.

                                CHANGE IN CONTROL

         9.1. Accelerate Vesting and Payment. Subject to the provisions of
Section 9.2 below, in the event of a Change in Control, each Option (excluding
any Director Option) shall be cancelled in exchange for a payment in cash of an
amount equal to the excess of the Change in Control Price over the exercise
price for such Option, and all Performance Shares shall become non-forfeitable
and be immediately payable in cash, notwithstanding the form of payment
previously elected by the Participant.

         9.2. Alternative Awards. Notwithstanding Section 9.1, no cancellation,
acceleration of exercisability or vesting or cash settlement or other payment
shall occur with respect to any Award or any class of Awards if the Committee
reasonably determines in good faith prior to the occurrence of a Change in
Control that such Award or Awards shall be honored or assumed, or new rights
substituted therefor (such honored, assumed or substituted award hereinafter
called an "Alternative Award"), by a Participant's employer (or the parent or a
subsidiary of such employer) immediately following the Change in Control,
provided that any such Alternative Award must:

                           (i) be based on stock which is traded on an
                  established securities market, or which will be so traded
                  within 60 days of the Change in Control;

                           (ii) provide such Participant (or each Participant in
                  a class of Participants) with rights and entitlements
                  substantially equivalent to or better than the rights, terms
                  and conditions applicable under such Award, including, but not
                  limited to, an identical or better exercise or vesting
                  schedule and identical or better timing and methods of
                  payment;

                           (iii) have substantially equivalent economic value to
                  such Award (determined at the time of the Change in Control);

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                           (iv) have terms and conditions which provide that in
                  the event that the Participant's employment is involuntarily
                  terminated or constructively terminated, any conditions on a
                  Participant's rights under, or any restrictions on transfer or
                  exercisability applicable to, each such Alternative Award
                  shall be waived or shall lapse, as the case may be.

For this purpose, a constructive termination shall mean a termination by a
Participant following a material reduction in the Participant's compensation, a
material reduction in the Participant's responsibilities or the relocation of
the Participant's principal place of employment to another location, in each
case without the Participant's written consent.

         9.3. Director Options. Upon a Change in Control, each Director Option
granted to an Eligible Director shall be cancelled in exchange for a payment in
cash of an amount equal to the excess of the Change in Control Price over the
exercise price for such Director Option unless (i) the Stock remains traded on
an established securities market following the Change in Control and (ii) such
Eligible Director remains on the Board following the Change in Control.

         9.4. Options Granted Within Six Months of the Change in Control. If any
Option (including a Director Option) granted within six months of the date on
which a Change in Control occurs (i) is held by a person subject to the
reporting requirements of Section 16(a) of the Act and (ii) is to be cashed out
pursuant to Section 9.1 or 9.3, such cash out shall not occur until the later of
(x) the date which is six months and one day after the date the Option was
granted or (y) the first date on which, in the opinion of the Company's counsel,
such cash out could occur without such reporting person being potentially
subject to liability under Section 16(b) of the Act by reason of such cash out.

                                  SECTION 10.

                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

         The Board or the Committee at any time may terminate or suspend the
Plan, and from time to time may amend or modify the Plan; provided, however,
that no amendment may be made to Section 6.7 or any other provision of the Plan
relating to Director Options within six months of the last date on which any
such provision was amended. No amendment, modification, or termination of the
Plan shall in any manner adversely affect any Award theretofore granted under
the Plan, without the consent of the Participant.

                                  SECTION 11.

                            MISCELLANEOUS PROVISIONS

         11.1. Assignability of Nonstatutory Options, Performance Shares and
Director Options. With the permission of the Committee, a Participant or a
specified group of Participants who has or have been granted a Nonstatutory
Option or Performance Share under

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the Plan, may transfer it to a revocable inter vivos trust as to which the
Participant is the settlor or may transfer it to a "Permissible Transferee." A
Permissible Transferee shall be defined as any member of the immediate family of
the Participant, any trust, whether revocable or irrevocable, solely for the
benefit of members of the Participant's immediate family, or any partnership or
limited liability company whose only partners or members are members of the
Participant's immediate family. Any such transferee shall remain subject to all
of the terms and conditions applicable to such Nonstatutory Option or
Performance Share and subject to the rules and regulations prescribed by the
Committee. A Nonstatutory Option or Performance Share may not be retransferred
by a Permissible Transferee except by will or the laws of descent and
distribution and then only to another Permissible Transferee. Other than as
described above, a Nonstatutory Option or Performance Share granted under the
Plan may not be transferred except by will or the laws of descent and
distribution and, during the lifetime of the Participant to whom granted, may be
exercised only by the Participant or the Participant's guardian or legal
representative.

         With the permission of the Committee, an Eligible Director who has been
granted a Director Option under the Plan, may transfer such Director Option to a
revocable inter vivos trust as to which the Eligible Director is the settlor or
may transfer such Director Option to a "Permissible Transferee." A Permissible
Transferee shall be defined as any member of the immediate family of the
Eligible Director, any trust, whether revocable or irrevocable, solely for the
benefit of members of the Eligible Director's immediate family, or any
partnership or limited liability company whose only partners or members are
members of the Eligible Director's immediate family. Any such transferee shall
remain subject to all of the terms and conditions applicable to such Director
Option and subject to the rules and regulations prescribed by the Committee. A
Director Option may not be retransferred by a Permissible Transferee except by
will or the laws of descent and distribution and then only to another
Permissible Transferee. Other than as described above, a Director Option granted
under the Plan may not be transferred except by will or the laws of descent and
distribution and, during the lifetime of the Eligible Director to whom granted,
may be exercised only by the Eligible Director or the Eligible Director's
guardian or legal representative.

         11.2. Beneficiary Designation. Each Participant and each Eligible
Director under the Plan may from time to time name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid or by whom any right under the Plan is to
be exercised in case of his death. Each designation will revoke all prior
designations by the same Participant or Eligible Director, shall be in a form
prescribed by the Committee, and will be effective only when filed in writing
with the Committee. In the absence of any such designation, benefits remaining
unpaid at the Participant's death shall be paid to or exercised by the
Participant's surviving spouse, if any, or otherwise to or by his estate and
Director Options outstanding at the Eligible Director's death shall be exercised
by the Eligible Director's surviving spouse, if any, or otherwise by his estate.

         11.3. No Guarantee of Employment or Participation. Nothing in the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary or affiliate. No Employee shall have a right to be

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selected as a Participant, or, having been so selected, to receive any future
Awards. Nothing in the Plan shall confer upon an Eligible Director a right to
continue to serve on the Board or to be nominated for reelection to the Board.

         11.4. Tax Withholding. The Company shall have the power to withhold, or
require a Participant or Eligible Director to remit to the Company, an amount
sufficient to satisfy Federal, state, and local withholding tax requirements on
any Award or Director Option under the Plan, and the Company may defer payment
of cash or issuance of Stock until such requirements are satisfied. The
Committee may, in its discretion, permit a Participant or an Eligible Director
to elect, subject to such conditions as the Committee shall impose, (i) to have
shares of Stock otherwise issuable under the Plan withheld by the Company or
(ii) to deliver to the Company previously acquired shares of Stock having a Fair
Market Value sufficient to satisfy all or part of the Participant's or the
Eligible Director's estimated total Federal, state, and local tax obligation
associated with the transaction.

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

         11.6. No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans or to pay
compensation to its employees or directors in cash or property, in a manner
which is not expressly authorized under the Plan.

         11.7. Requirements of Law. The granting of Awards and the issuance of
shares of Stock shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

         11.8. Term of Plan. The Plan shall be effective upon its adoption by
the Committee, subject to approval by the Board and approval by the affirmative
vote of a majority of the shares of stock present in person or represented by
proxy at the annual meeting of shareholders. The Plan shall continue in effect,
unless sooner terminated pursuant to Section 11, until the tenth anniversary of
the date on which it is adopted by the Board.

         11.9. Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Ohio.

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         11.10. No Impact On Benefits. Plan Awards are not compensation for
purposes of calculating an Employee's rights under any employee benefit plan.

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