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                                                                     Exhibit 4.1

                                 OFFICEMAX, INC.
                            2001 AMENDED AND RESTATED
                             EQUITY-BASED AWARD PLAN
                          (AS AMENDED NOVEMBER 8, 2001)

SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of the OfficeMax, Inc. Amended and Restated Equity-Based
Award Plan (the "Plan") is to enable OfficeMax, Inc. (the "Company") to attract,
retain and reward members of the Board of Directors of the Company and key
employees of and consultants to the Company and its Subsidiaries and Affiliates
and to strengthen the mutuality of interests among those directors, key
employees and consultants and the Company's shareholders by offering designated
directors and employees equity or equity-based incentives. For purposes of the
Plan, the following terms are defined as follows:

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

                  (b) "Award" means any award of Stock Options, Share
                  Appreciation Rights or Restricted Shares under the Plan.

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

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

                  (e) "Change in Control Price" has the meaning set forth in
                  Section 8(d).

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

                  (g) "Committee" means the Committee referred to in Section 2
                  of the Plan.

                  (h) "Company" means OfficeMax, Inc., an Ohio corporation, or
                  any successor corporation.

                  (i) "Disability" means disability as defined in Section
                  422(c)(6) of the Code.

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

                  (k) "Fair Market Value" means the closing selling price,
                  regular way, of the Shares on the New York Stock Exchange on
                  the trading date immediately preceding the date of grant (or,
                  if the Shares no longer trade on the New York Stock Exchange,
                  any other national exchange). If the Shares are no longer
                  traded on any national exchange, then the Fair Market Value of
                  the Shares as of any date is the value determined for that
                  date by the Committee in good faith.

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

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

                  (n) "Plan" means the OfficeMax, Inc. Amended and Restated
                  Equity-Based Award Plan, as amended from time to time.

                  (o) "Potential Change in Control" has the meaning set forth in
                  Section 8(c).

                  (p) "Restricted Shares" means an award of shares that is
                  granted pursuant to Section 7 and is subject to restrictions.




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                  (q) "Section 16 Participant" means a participant under the
                  Plan who is subject to Section 16 of the Exchange Act.

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

                  (s) "Shares" means Common Shares, without par value, of the
                  Company and any other class of shares or series of a class of
                  shares of the Company now or hereafter authorized.

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

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

SECTION 2. ADMINISTRATION.

         The Plan shall be administered by the Compensation Committee of the
Board (the "Committee"). The Committee shall consist of not less than three
directors of the Company. Those directors shall be appointed by the Board and
shall serve as the Committee at the pleasure of the Board. The functions of the
Committee specified in the Plan shall be exercised by the Board if and to the
extent that no Committee exists that has the authority to so administer the
Plan.

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

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

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

SECTION 3. SHARES SUBJECT TO THE PLAN.

                  (a) Aggregate Shares Subject to the Plan. Subject to
                  adjustment as provided in Section 3(c), the total number of
                  Shares reserved and available for Awards under the Plan is
                  26,000,000 (including Shares issued under either the Amended
                  and Restated Equity-Based Award Plan (1998) or the Year 2000
                  Equity Incentive Plan from the reserved and available Shares
                  under such plans). Any Shares issued hereunder may consist, in
                  whole or in part, of authorized and unissued shares or
                  treasury shares; provided, that no more than 17,000,000 shares
                  issued hereunder shall be newly issued Shares and any
                  remaining Shares issued hereunder shall be treasury shares.

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


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                  (c) Adjustment. In the event of any merger, reorganization,
                  consolidation, recapitalization, share dividend, share split,
                  combination of shares or other change in corporate structure
                  of the Company affecting the Shares, such substitution or
                  adjustment shall be made in the aggregate number of Shares
                  reserved for issuance under the Plan, in the number and option
                  price of shares subject to outstanding options granted under
                  the Plan, in the number of Share Appreciation Rights granted
                  under the Plan and in the number of shares subject to
                  Restricted Share Awards granted under the Plan as may be
                  approved by the Committee, in its sole discretion, but the
                  number of shares subject to any Award shall always be a whole
                  number. In addition, in the event of a merger or sale of the
                  Company, the Committee will have the authority to substitute
                  Awards with similar awards of equity of the surviving or
                  acquiring entity. Any fractional shares shall be eliminated.

                  (d) Annual Award Limit. No participant may be granted Stock
                  Options or other Awards under the Plan with respect to an
                  aggregate of more than 500,000 Shares (subject to adjustment
                  as provided in Section 3(c) hereof) during any calendar year.


                  (e) Awards to Members of the Board and Consultants.
                  Notwithstanding other provisions of the Plan, any Shares
                  issued hereunder to a member of the Board or to a consultant
                  shall be treasury shares.

SECTION 4. ELIGIBILITY.

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

SECTION 5. STOCK OPTIONS.

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

                           Stock Options granted under the Plan may be of two
                  types which shall be indicated on their face: (i) Incentive
                  Stock Options and (ii) Non-Qualified Stock Options. Subject to
                  Section 5(c), the Committee shall have the authority to grant
                  to any participant Incentive Stock Options, Non-Qualified
                  Stock Options or both types of Stock Options; provided,
                  however, that no Incentive Stock Options shall be granted
                  under this Plan unless and until the Plan has been approved by
                  the Company's shareholders in a manner that complies with the
                  shareholder approval requirements of the Code relating to
                  Incentive Stock Options.

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

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

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

                           (3) Exercise. Stock Options shall be exercisable at
                  such time or times and shall be subject to such terms and
                  conditions as shall be determined by the Committee at or after
                  grant; but, except as

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                  provided in Section 5(b)(6) and Section 8, unless otherwise
                  determined by the Committee at or after grant, no Stock Option
                  shall be exercisable prior to six months and one day following
                  the date of grant. If any Stock Option is exercisable only in
                  installments or only after specified exercise dates, the
                  Committee may waive, in whole or in part, such installment
                  exercise provisions, and may accelerate any exercise date or
                  dates, at any time at or after grant based on such factors as
                  the Committee shall determine, in its sole discretion.

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

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

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

                           (5) Non-Transferability of Options. No Stock Option
                  shall be transferable by any participant other than by will or
                  by the laws of descent and distribution or pursuant to a
                  qualified domestic relations order (as defined in the Code or
                  the Employment Retirement Income Security Act of 1974, as
                  amended) except that, if so provided in the Option Agreement,
                  the participant may transfer the Option during his lifetime to
                  one or more members of his family, to one or more trusts for
                  the benefit of one or more members of his family, or to a
                  partnership or partnerships of members of his family, provided
                  that no consideration is paid for the transfer and that the
                  transfer would not result in the loss of any exemption under
                  Rule 16b-3 of the Exchange Act with respect to any Option. The
                  transferee of an Option will be subject to all restrictions,
                  terms and conditions applicable to the Option prior to its
                  transfer, except that the Option will not be further
                  transferable by the transferee other than by will or by the
                  laws of descent and distribution.

                           (6) Termination by Death. Subject to Section 5(c), if
                  any participant's service as a director with or consultant to
                  the Company or employment with the Company or any Subsidiary
                  or Affiliate terminates by reason of death, any Stock Option
                  held by that participant not previously exercised and vested
                  will become fully vested and exercisable by the estate of the
                  participant (acting through its fiduciary), for a period of
                  one year from the date of death (or such other period as the
                  Committee may specify at or after grant).

                           (7) Termination by Reason of Disability. Subject to
                  Sections 5(b)(3) and 5(c), if a participant's service as a
                  director with or consultant to the Company or employment with
                  the Company or any Subsidiary or Affiliate terminates by
                  reason of Disability, any Stock Option held by that
                  participant not previously exercised and vested will become
                  fully vested and exercisable by the participant or by the
                  participant's duly authorized legal representative if the
                  participant is unable to exercise the Option as a result of
                  the participant's Disability, for a period of one year from
                  the date of such termination of service or employment (or such
                  other period as the Committee may specify at or after grant);
                  and if the participant dies within that one-year period (or
                  such other period as the Committee shall specify at or after
                  grant), any unexercised Stock Option held by that participant
                  shall thereafter be exercisable by the estate of the
                  participant (acting through its fiduciary) to the same extent
                  to which it was exercisable at the time of death, for a period
                  of one year from the date of that termination of service or
                  employment.

                           (8) Other Termination. Unless otherwise determined by
                  the Committee at or after the time of granting any Stock
                  Option, if a participant's service as a director with or
                  consultant to the Company or employment with the Company or
                  any Subsidiary or Affiliate terminates for any reason other
                  than death or Disability, all Stock Options held by that
                  participant that are then exercisable shall terminate 90 days
                  after the date service or employment terminates and all Stock
                  Options that are not then exercisable shall terminate on the
                  date the service or employment terminates.


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

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

SECTION 6. SHARE APPRECIATION RIGHTS.

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

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

                           (1) Rights. Share Appreciation Rights shall entitle
                  the participant, upon exercise of all or any part of the Share
                  Appreciation Rights, to surrender to the Company unexercised
                  that portion of the underlying Option relating to the same
                  number of Shares as is covered by the Share Appreciation
                  Rights (or the portion of the Share Appreciation Rights so
                  exercised) and to receive in exchange from the Company an
                  amount (paid as provided in Section 6(b)(5)) equal to the
                  excess of (x) the Fair Market Value, on the date of exercise,
                  of the Shares covered by the surrendered portion of the
                  underlying Option over (y) the exercise price of the Shares
                  covered by the surrendered portion of the underlying Option.
                  The Committee may limit the amount that the participant will
                  be entitled to receive upon surrender of a Share Appreciation
                  Right.

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

                           (3) Exercise. In addition to any further conditions
                  upon exercise that may be imposed by the Committee, the Share
                  Appreciation Rights shall be exercisable only to the extent
                  that the related Option is exercisable, except that in no
                  event will a Share Appreciation Right held by a Section 16
                  Participant be exercisable within the first six months after
                  it is awarded even though the related Option is or becomes
                  exercisable, and each Share Appreciation Right will expire no
                  later than the date on which the related Option expires. A
                  Share Appreciation Right may only be exercised at a time when
                  the Fair Market Value of the Shares covered by the Share
                  Appreciation Right exceeds the exercise price of the Shares
                  covered by the underlying Option. No Share Appreciation Right
                  held by a Section 16 Participant shall be exercisable by its
                  terms within the first six months after it is granted, and a
                  Section 16 Participant may only exercise a Share Appreciation
                  Right during a period beginning on the third business day and
                  ending on the twelfth business day following the release for
                  publication of quarterly or annual summary statements of the
                  Company's sales and earnings.


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

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

SECTION 7. RESTRICTED SHARES.

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

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

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

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

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

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

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

                           (5) Subject to the provisions of this Plan and the
                  Restricted Share Award agreement, during a period set by the
                  Committee commencing with the date of any Award (the
                  "Restriction Period"), the participant shall not be permitted
                  to sell, transfer, pledge, assign or otherwise encumber the
                  Restricted Shares covered by that Award. The Restriction
                  Period shall not be less than six months and one day in
                  duration ("Minimum Restriction Period"). Subject to these
                  limitations and the Minimum Restriction Period requirement,
                  the Committee, in its sole discretion, may provide for the
                  lapse of restrictions in installments and may accelerate or
                  waive restrictions, in whole or in part, based on service,
                  performance or such other factors and criteria as the
                  Committee may determine in its sole discretion.

                           (6) Except as provided in this Section 7(b)(6),
                  Section 7(b)(5) and Section 7(b)(7), the participant shall
                  have, with respect to the Restricted Shares awarded, all of
                  the rights of a shareholder of the Company, including the
                  right to vote the Shares, and the right to receive any
                  dividends. The Committee, in its sole discretion, as
                  determined at the time of award, may permit or require the
                  payment

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                  of cash dividends to be deferred and subject to forfeiture
                  and, if the Committee so determines, reinvested, subject to
                  Section 11(f), in additional Restricted Shares to the extent
                  Shares are available under Section 3, or otherwise reinvested.
                  Unless the Committee or Board determines otherwise, share
                  dividends issued with respect to Restricted Shares shall be
                  treated as additional Restricted Shares that are subject to
                  the same restrictions and other terms and conditions that
                  apply to the Shares with respect to which such dividends are
                  issued.

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

                           (8) If a participant's service as a director of the
                  Company or as a consultant to or employee of the Company or
                  any Subsidiary or Affiliate terminates by reason of death, any
                  Restricted Shares held by that participant shall thereafter
                  vest and any restriction shall lapse.

                           (9) If a participant's service as a director of the
                  Company or as a consultant to or employee of the Company or
                  any Subsidiary or Affiliate terminates by reason of
                  Disability, any Restricted Shares held by that participant
                  shall thereafter vest and any restriction shall lapse.

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

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

SECTION 8. CHANGE IN CONTROL PROVISION.

                  (a) Impact of Event. At any time during the 365 days
                  commencing with the date of either (1) a "Change in Control"
                  as defined in Section 8(b) or (2) a "Potential Change in
                  Control" as defined in Section 8(c), a majority of the
                  "Continuing Directors" as defined in Section 8(e) (or one of
                  the two Continuing Directors if only two Continuing Directors
                  are then serving on the Board of Directors or the sole
                  Continuing Director if only one Continuing Director is then
                  serving on the Board of Directors) may cause the following
                  provisions to take effect as stated and as of the date set
                  forth in a Written Action (the "Written Action") adopted to
                  that effect (that date, the "Accelerated Vesting Date") and if
                  there are no Continuing Directors, the following provisions
                  will automatically take effect:

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

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

                           (3) The restrictions applicable to any Restricted
                  Shares Awards shall lapse and such shares and awards shall be
                  deemed fully vested; and

                           (4) The value of all outstanding Awards, in each case
                  to the extent vested, shall, unless otherwise determined by
                  the Committee in its sole discretion at or after grant but
                  prior to any Change in Control or Potential Change in Control,
                  be paid to the participant in cash in exchange for the
                  surrender of those Awards on the basis of the "Change in
                  Control Price" as defined in Section 8(d) as of the
                  Accelerated Vesting Date.

                  (b) Definition of Change in Control. For purposes of Section
                  8(a), a "Change in Control" means the occurrence of any of the
                  following: (i) the Board or shareholders of the Company
                  approve a consolidation or merger that results in the
                  shareholders of the Company immediately prior to the
                  transaction giving rise to the consolidation or merger owning
                  less than 50% of the total combined voting power of all
                  classes of stock entitled to vote of the surviving entity
                  immediately after the consummation of the transaction giving
                  rise to the merger or consolidation; (ii) the Board or
                  shareholders of the Company approve the sale of substantially
                  all of the assets of the Company or the liquidation or
                  dissolution of the Company; (iii) any

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<PAGE>
                  person or other entity (other than the Company or a Subsidiary
                  or any Company employee benefit plan (including any trustee of
                  any such plan acting in its capacity as trustee)) purchases
                  any Shares (or securities convertible into Shares) pursuant to
                  a tender or exchange offer without the prior consent of the
                  Board of Directors, or becomes the beneficial owner of
                  securities of the Company representing 25% or more of the
                  voting power of the Company's outstanding securities; or (iv)
                  during any two-year period, individuals who at the beginning
                  of such period constitute the entire Board of Directors cease
                  to constitute a majority of the Board of Directors, unless the
                  election or the nomination for election of each new director
                  is approved by at least two-thirds of the directors then still
                  in office who were directors at the beginning of that period.

                  (c) Definition of Potential Change in Control. For purposes of
                  Section 8(a), a "Potential Change in Control" means the
                  happening of any one of the following:

                           (1) The approval by the shareholders of the Company
                  of an agreement by the Company, the consummation of which
                  would result in a Change in Control of the Company as defined
                  in Section 8(b); or

                           (2) The acquisition of beneficial ownership, directly
                  or indirectly, by any entity, person or group (other than the
                  Company or a Subsidiary or any Company employee benefit plan
                  (including any trustee of any such plan acting in its capacity
                  as trustee)) of securities of the Company representing 25% or
                  more of the combined voting power of the Company's outstanding
                  securities and the adoption by the Board of a resolution to
                  the effect that a Potential Change in Control of the Company
                  has occurred for purposes of this Plan.

                  (d) Change in Control Price. For purposes of this Section 8,
                  "Change in Control Price", means the greater of: (a) the
                  highest price per share paid in any transaction reported on
                  the New York Stock Exchange Composite Index (or, if the Shares
                  are not then traded on the New York Stock Exchange, the
                  highest price paid as reported for any national exchange on
                  which the Shares are then traded) or paid or offered in any
                  bona fide transaction related to a Change in Control or
                  Potential Change in Control of the Company, at any time during
                  the 60-day period immediately preceding the occurrence of the
                  Change in Control (or, when applicable, the occurrence of the
                  Potential Change in Control event), and (b) the highest price
                  per share paid in any transaction reported on the New York
                  Stock Exchange Composite Index (or, if the Shares are not then
                  traded on the New York Stock Exchange, the highest price paid
                  as reported for any national exchange on which the Shares are
                  then traded), at any time during the 60-day period immediately
                  preceding the date on which the Continuing Directors execute a
                  Written Action relating to that Change in Control or Potential
                  Change in Control, in each case as determined by the
                  Committee.

                  (e) Definition of Continuing Director. For purposes of this
                  Section 8, a "Continuing Director" means an individual who was
                  a member of the Board of Directors immediately prior to the
                  date of a Change in Control or a Potential Change in Control
                  and is a member of the Board of Directors at the time a
                  Written Action relating to that Change in Control or Potential
                  Change in Control is taken.

SECTION 9. AMENDMENTS AND TERMINATION.

         The Board may at any time, in its sole discretion, amend, alter or
discontinue the Plan, but no such amendment, alteration or discontinuation shall
be made that would impair the rights of a participant under an Award theretofore
granted, without the participant's consent. Notwithstanding the foregoing, any
amendment to Section 8 hereof requires the affirmative vote of a majority of the
Continuing Directors (or one of the two Continuing Directors if only two
Continuing Directors are then serving on the Board of Directors) or the sole
Continuing Director if only one Continuing Director is then serving on the Board
of Directors.

         The Committee may at any time, in its sole discretion, amend the terms
of any Award, but no such amendment shall be made that would impair the rights
of a participant under an Award theretofore granted, without the participant's
consent.

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



                                      -8-
<PAGE>
SECTION 10. UNFUNDED STATUS OF PLAN.

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

SECTION 11. GENERAL PROVISIONS.

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

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

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

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

                  (d) For purposes of this Plan, except as otherwise required
                  with respect to Incentive Stock Options, a transfer of a
                  participant between the Company and any Subsidiary or
                  Affiliate shall not be deemed a termination of employment.

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

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

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

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

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



                                      -9-
<PAGE>
SECTION 12. TERM OF PLAN.

         No Award shall be granted pursuant to the Plan on or after March 5,
2008, but Awards granted prior to that date may extend beyond that date.




                                      -10-