<PAGE>

                                                                   Exhibit 4 (a)





                                                                DECEMBER 7, 2001



                      HUNTINGTON BANCSHARES INCORPORATED

                         EMPLOYEE STOCK INCENTIVE PLAN





                           EFFECTIVE AUGUST 15, 2001
<PAGE>

                      HUNTINGTON BANCSHARES INCORPORATED
                         EMPLOYEE STOCK INCENTIVE PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
Article 1.  Establishment, Effective Date, and Term

      1.1   Establishment of the Plan............................................     1
      1.2   Objectives of the Plan...............................................     1
      1.3   Duration of the Plan.................................................     2

Article 2.  Definitions

      2.1   Award................................................................     2
      2.2   Award Date...........................................................     2
      2.3   Board or Board of Directors..........................................     2
      2.4   Business Day.........................................................     2
      2.5   Change In Control....................................................     3
      2.6   Code.................................................................     4
      2.7   Committee............................................................     4
      2.8   Corporation..........................................................     4
      2.9   Date of Exercise.....................................................     4
      2.10  Effective Date.......................................................     5
      2.11  Employee.............................................................     5
      2.12  Exchange Act.........................................................     5
      2.13  Fair Market Value....................................................     5
      2.14  Nonqualified Stock Option............................................     6
      2.15  Notice of Option Grant...............................................     6
      2.16  Option...............................................................     6
      2.17  Option Price.........................................................     6
      2.18  Part-time Employee...................................................     7
      2.19  Participant..........................................................     7
      2.20  Performance Targets..................................................     7
      2.21  Plan.................................................................     8
      2.22  Retirement...........................................................     8
      2.23  Shares...............................................................     8
      2.24  Subsidiary or Subsidiaries...........................................     8
</TABLE>
<PAGE>

                       HUNTINGTON BANCSHARES INCORPORATED
                         EMPLOYEE STOCK INCENTIVE PLAN

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                   PAGE
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Article 3.  Administration

     3.1    The Committee........................................................     8
     3.2    Authority of the Committee...........................................     9
     3.3    Decisions Binding....................................................     9
     3.4    Expenses.............................................................    10

Article 4.  Shares Subject to the Plan and Maximum Awards

     4.1    Number of Shares Available for Grants................................    10
     4.2    Lapsed Awards........................................................    10
     4.3    Adjustments in Authorized Shares.....................................    10

Article 5.  Eligibility and Participation........................................    11

Article 6.  Stock Options

      6.1   Granting of Options..................................................    11
      6.2   Notice of Option Grant...............................................    11
      6.3   Option Price.........................................................    12
      6.4   Vesting..............................................................    12
      6.5   Duration of Options..................................................    12
      6.6   Exercise of Options..................................................    12
      6.7   Payment..............................................................    12
      6.8   Restrictions on Share Transferability................................    14
      6.9   Exercise Upon Termination of Employment..............................    14
     6.10   Nontransferability of Options........................................    15
     6.11   Source of Shares.....................................................    15

Article 7.  Beneficiary Designation..............................................    16
</TABLE>
<PAGE>

                       HUNTINGTON BANCSHARES INCORPORATED
                         EMPLOYEE STOCK INCENTIVE PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
<S>                                                                              <C>
Article 8.  Rights of Employees and Shareholders

     8.1   Employment............................................................  16
     8.2   Rights of a Shareholder...............................................  16

Article 9.  Change In Control

     9.1   Treatment of Awards...................................................  17
     9.2   Termination, Amendment, and Modifications of Change In Control
            Provisions...........................................................  17

Article 10.  Amendment, Modification, and Termination............................  17

Article 11.  Withholding

     11.1   Tax Withholding......................................................  18
     11.2   Share Withholding....................................................  18

Article 12.  Indemnification.....................................................  18

Article 13.  Successors..........................................................  19

Article 14.  Unfunded Plan.......................................................  19

Article 15.  Legal Construction

     15.1   Gender and Number....................................................  20
     15.2   Severability.........................................................  20
     15.3   Requirements of Law..................................................  20
     15.4   Governing Law........................................................  20
</TABLE>
<PAGE>

                      HUNTINGTON BANCSHARES INCORPORATED
                         EMPLOYEE STOCK INCENTIVE PLAN


ARTICLE 1.  ESTABLISHMENT, EFFECTIVE DATE, AND TERM

1.1  Establishment of the Plan.  Huntington Bancshares Incorporated, a Maryland
     corporation (hereinafter referred to as the "Corporation"), has established
     an employee stock incentive plan to be known as the "Huntington Bancshares
     Incorporated Employee Stock Incentive Plan" (hereinafter referred to as the
     "Plan"), as set forth in this document. The Plan permits the grant of
     Nonqualified Stock Options to a broad-based group of the Corporation's
     employees and as such does not require approval by the Corporation's
     shareholders.

     The Plan shall become effective as of August 15, 2001 (the "Effective
     Date").  The Plan shall remain in effect as provided in Article 1.3 hereof.

1.2  Objectives of The Plan.  The objectives of the Plan are to help optimize
     the profitability and growth of the Corporation through incentives which
     are consistent with the Corporation's objectives and which link the
     interests of Participants to those of the Corporation's stockholders; to
     induce Participants to strive for the highest level of performance; and to
     promote teamwork among Participants.

     The Plan is further intended to assist the Corporation in its ability to
     motivate, attract, and retain the services of Participants and to allow
     Participants to share in the success of the Corporation.

                                      -1-
<PAGE>

1.3  Duration of the Plan.  The Plan shall commence on the Effective Date, as
     described in Article 1.1 hereof, and shall remain in effect, subject to the
     right of the Board of Directors, or a Committee delegated by the Board, to
     amend or terminate the Plan at any time pursuant to Article 10 hereof.
     However, in no event may an Award be granted under the Plan on or after
     August 14, 2011.

ARTICLE 2.  DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
capitalized:

2.1  "Award" means, individually or collectively, a grant under this Plan of
     Nonqualified Stock Options.

2.2  "Award Date" means a date established from time-to-time by the Committee
     when Participants are entitled to receive an Option.  The initial Award
     Date shall be September 4, 2001.

2.3  "Board" or "Board of Directors" means the Board of Directors of the
     Corporation.

2.4  "Business Day" means a day when the NASDAQ National Market or such other
     established market on which the shares are traded is open for business and
     the Shares are traded.

                                      -2-
<PAGE>

2.5  "Change In Control" means any of the following events:

     (a)  any "person" (as such term is used in Sections 13(d) and 14(d) of the
          Exchange Act as in effect as of the date of this Agreement), other
          than the Corporation or any "person" who as of the Effective Date is a
          director or officer of the Corporation or whose Shares are treated as
          "beneficially owned" (as such term is used in Rule 13d-3 of the
          Exchange Act as in effect as of the Effective Date) by any such
          director or officer, becomes the "beneficial owner," directly or
          indirectly, of securities of the Corporation representing twenty-five
          percent (25%) or more of the combined voting power of the
          Corporation's then outstanding securities;

     (b)  individuals who, as of the Effective Date, constitute the Board of
          Directors of the Corporation (the "incumbent board") cease for any
          reason to constitute at least a majority of the Board, provided,
          however, that any individual becoming a director subsequent to the
          date hereof whose election, or nomination for election, was approved
          by a vote of at least a majority of the directors comprising the
          "incumbent board" shall be considered as though such individual were a
          member of the "incumbent board," but excluding for this purpose any
          such individual whose initial assumption of office occurs as a result
          of either an actual or threatened election contest (as such terms are
          used in Regulation 14A promulgated under the Exchange Act) or other
          actual or threatened solicitation of proxies or consents by or on
          behalf of a person other than the Board;

     (c)  a merger or consolidation of the Corporation, other than a merger or
          consolidation in which the voting securities of the Corporation
          immediately prior to the merger or consolidation continue to represent
          (either by remaining outstanding or being converted into securities of
          the surviving entity) fifty-one

                                      -3-
<PAGE>

          percent (51%) or more of the combined voting power of the Corporation
          or surviving entity immediately after the merger or consolidation with
          another entity;

     (d)  a sale, exchange, lease, mortgage, pledge, transfer, or other
          disposition (in a single transaction or a series of related
          transactions) of all or substantially all of the assets of the
          Corporation which shall include, without limitation, the sale of
          assets or earning power aggregating more than fifty percent (50%) of
          the assets or earning power of the Corporation on a consolidated
          basis;

     (e)  a liquidation or dissolution of the Corporation;

     (f)  a reorganization, reverse stock split, or recapitalization of the
          Corporation which would result in any of the foregoing; or

     (g)  a transaction or series of related transactions having, directly or
          indirectly, the same effect as any of the foregoing.

2.6  "Code" means the Internal Revenue Code of 1986, as amended from time-to-
     time.

2.7  "Committee" means the Compensation and Stock Option Committee of the Board.

2.8  "Corporation" means Huntington Bancshares Incorporated, a Maryland
     corporation, together with any and all Subsidiaries, and any successor
     thereto as provided in Article 13 herein.

2.9  "Date of Exercise" means the date the Participant irrevocably elects to
     exercise his Option by notice given to the person or agent designated by
     the Committee as

                                      -4-
<PAGE>

     administering the exercise of Options, in accordance with Committee
     procedures for exercising Options.

2.10 "Effective Date" shall have the meaning ascribed to such term in Article
     1.1 hereof.

2.11 "Employee" means any common law employee on the payroll records of the
     Corporation and is not covered by a collective bargaining agreement, except
     an "Employee" shall not include the following:

     (a)  any employee designated to be terminated as part of the Florida branch
          divestiture;

     (b)  any employee of J. Rolfe Davis;

     (c)  any officer of the Corporation for purposes of Section 16 of the
          Exchange Act;

     (d)  any inactive employee on a leave of absence other than a leave
          expressly protected by law, such as FMLA or military leave; and

     (e)  any seasonal, temporary or transition pay employee.

     Any person not on the payroll records of the Corporation as a common law
     employee is excluded from the definition of Employee regardless of whether
     such person's employment status is recharacterized by any court or
     governmental agency.

2.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended from
     time-to-time, or any successor act thereto.

2.13 "Fair Market Value" shall be, on any given date, the closing price at
     which a Share was sold on the NASDAQ National Market or such other
     established securities market on

                                      -5-
<PAGE>

     which the Shares are traded or, if such date is not a Business Day, then
     the Business Day immediately preceding such date, except for the purpose of
     determining the consecutive Business Day period under Article 2.18. In any
     other situation not covered by the foregoing, "fair market value" shall be
     determined in good faith by the Committee, using principles consistent with
     the intent and purpose of Code Section 422 and the regulations issued
     pursuant thereto.

2.14 "Nonqualified Stock Option" means an Option to purchase Shares which is
     not intended to meet the requirements of Code Section 422.

2.15 "Notice of Option Grant" means a notice mailed by the Corporation
     notifying each Participant of his Award, which Notice of Option Grant
     shall:

     (a)  incorporate by reference the terms and provisions of the Plan;

     (b)  shall contain such terms and conditions on exercisability of Options
          granted thereunder as the Committee shall determine; and

     (c)  be sent to each Participant as soon as practicable after the
          applicable Award Date.

2.16 "Option" means a Nonqualified Stock Option to purchase Shares granted to a
     Participant pursuant to this Plan.

2.17 "Option Price" means the price at which a Share may be purchased by a
     Participant pursuant to an Option as established under Article 6.3.

                                      -6-
<PAGE>

2.18 "Part-time Employee" means for the purposes of this Plan an Employee who
     is a class code P-3 or P-4 Employee.

2.19 "Participant" means an Employee who has an outstanding Award granted under
     the Plan.

2.20 "Performance Targets" means the performance objectives established by the
     Committee that the Shares must meet for an Option to be exercisable prior
     to five (5) years following the Award Date.  Subject to the terms of this
     Plan, the Committee may establish these performance objectives based on the
     Fair Market Value of the Shares exceeding by at least a stated percentage
     or a set dollar amount, the Option price, and the number of consecutive
     business days that the Fair Market Value must be maintained or exceeded.
     Any non-Business Day will not be considered in determining consecutive
     Business Days.  The Performance Targets for the Awards made on the initial
     Award Date require:

     (a)  that the Share's Fair Market Value reach an amount targeted by the
          Committee on that Award Date which is one hundred and forty percent
          (140%) of the Fair Market Value on that Award Date rounded to the
          nearest whole dollar, and

     (b)  that targeted Fair Market Value is maintained for five (5) consecutive
          Business Days.

     In the event of any adjustment in authorized Shares as provided in Article
     4.3, a corresponding adjustment will be made to Fair Market Value in the
     manner provided by Article 4.3.

                                      -7-
<PAGE>

2.21 "Plan" shall have the meaning ascribed to such term in Article 1.1.

2.22 "Retirement" means, in the case of an Employee, the retirement from the
     employ of the Corporation under one or more of the retirement plans of the
     Corporation, or as otherwise specified by the Committee.

2.23 "Shares" means the shares of common stock of the Corporation.

2.24 "Subsidiary" or "Subsidiaries" means any corporation or other entity whose
     financial statements are consolidated with the Corporation.

ARTICLE 3.  ADMINISTRATION

3.1  The Committee.  The Plan shall be administered by the Committee.  A
     majority of the Committee shall constitute a quorum at any meeting thereof
     (including by telephone conference) and the acts of a majority of the
     members present, or acts approved in writing by a majority of the entire
     Committee without a meeting, shall be the acts of the Committee for
     purposes of this Plan.  The Committee may authorize one or more of its
     members or an officer of the Company to execute and deliver documents on
     behalf of the Committee.  A member of the Committee shall not exercise any
     discretion respecting himself under the Plan.  The Board shall have the
     authority to remove, replace or fill any vacancy of any member of the
     Committee upon notice of the Committee and the affected member.  Any member
     of the Committee may resign upon notice to the Board.

                                      -8-
<PAGE>

3.2  Authority of the Committee.  Except as limited by law or by the Charter or
     Bylaws of the Corporation, and subject to the provisions herein, the
     Committee shall have full power to determine the Employees eligibility to
     participate in the Plan; determine the sizes and types of Awards; determine
     the terms and conditions of Awards in a manner consistent with the Plan;
     construe and interpret the Plan and any agreement or instrument entered
     into under the Plan as they apply to Participants; establish, amend, or
     waive rules and regulations for the Plan's administration as they apply to
     Participants; and (subject to the provisions of Article 10 herein) amend
     the terms and conditions of any outstanding Award to the extent such terms
     and conditions are within the discretion of the Committee as provided in
     the Plan. The Committee may correct any defect, supply any omission or
     reconcile any inconsistency in the Plan or any Award in the manner and to
     the extent it shall deem desirable to carry the Plan into effect.  Further,
     the Committee shall make all other determinations which may be necessary or
     advisable for the administration of the Plan. The Committee may allocate
     among one or more of its members, or may delegate to one or more of its
     agents, such duties and responsibilities as it determines, except for any
     authority under Article 10.

3.3  Decisions Binding.  All determinations and decisions made by the Committee
     pursuant to the provisions of the Plan and all related orders and
     resolutions of the Board shall be final, conclusive, and binding on all
     persons, including the Corporation, its stockholders, Employees,
     Participants, and their estates and beneficiaries.

                                      -9-
<PAGE>

3.4  Expenses.  The Corporation shall bear the expenses of Plan Administration
     except the Participant will pay any transaction, brokerage, or Securities
     and Exchange Commission fees payable on the exercise of an Option.

ARTICLE 4.  SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1  Number of Shares Available for Grants.  Subject to adjustment as provided
     in Article 4.3 herein, the number of Shares hereby reserved for issuance to
     Participants under the Plan shall be four million (4,000,000) Shares.   For
     purposes of computing the maximum number of shares that may be issued under
     the Plan, if Shares are tendered in payment of all or a portion of the
     Option Price, then the number of Shares issued in connection with such
     exercise is the number of Shares subject to Option that was exercised, net
     of the number tendered in payment.

4.2  Lapsed Awards.  If any Award granted under this Plan terminates, expires,
     or lapses for any reason, any Shares subject to such Award shall again be
     available for a grant of an Award under the Plan.

4.3  Adjustments in Authorized Shares.  In the event of any change in the number
     of outstanding Shares through the declaration and payment of a stock
     dividend or stock split, spin off, merger, or other reorganization, or
     through any recapitalization resulting in the combination or exchange of
     Shares in which the Corporation does not receive any consideration, a
     corresponding adjustment shall be made in the number of Shares which may be
     delivered under Article 4.1, in the number and/or price of Shares subject
     to outstanding Awards granted under the Plan; provided, however, that the
     number of

                                      -10-
<PAGE>

     Shares subject to any Award shall always be a whole number (by rounding
     down); provided, further, that the Committee shall, in its sole discretion,
     make any further adjustments as are necessary to prevent dilution or
     enlargement of rights.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

Each Employee or Part-time Employee shall be entitled to receive an Option under
the Plan at the initial Award Date.  Each Employee or Part-time Employee may be
entitled to receive an Option under the Plan on such later Award Dates as
determined by the Committee.

ARTICLE 6.  STOCK OPTIONS

6.1  Granting of Options.  On the initial Award Date, each Employee other than a
     Part-time Employee shall receive an Option to purchase four hundred (400)
     Shares at an Option Price equal to the Fair Market Value of the Shares on
     the initial Award Date.  On the initial Award Date, each Part-time Employee
     shall receive an Option to purchase two hundred (200) Shares at an Option
     Price equal to the Fair Market Value of the Shares on the initial Award
     Date.  After the initial Award Date, the Committee shall select the number
     for Shares available for subsequent Awards to Employees and Part-time
     Employees.

6.2  Notice of Option Grant.  Each Option grant shall be evidenced by Notice of
     Option Grant that specifies the Option Price, the duration of the Option,
     the number of Shares to which the Option pertains, the date of grant, the
     Performance Targets, and such other provisions as the Committee shall
     determine. No award agreements will be issued with respect to Options
     granted under this Plan.

                                      -11-
<PAGE>

6.3  Option Price.  The Option Price shall be one hundred percent (100%) of the
     Fair Market Value of a Share on the Award Date.

6.4  Vesting.  Options shall be fully vested and exercisable as of the earlier
     of:

     (a)  the fifth (5/th/) anniversary of the Award Date for the Option;

     (b)  the first day occurring after the Award Date for the Option on which
          the Performance Targets are met;

     (c)  a Change in Control as provided in Article 9; or

     (d)  the Retirement of a Participant.

6.5  Duration of Options.  Each Option granted to an Employee shall expire at
     such time as the Committee shall determine at the time of grant; provided,
     however, that no Option shall be exercisable on or later than the tenth
     (10/th/) anniversary of the Award.

6.6  Exercise of Options.  An Option shall be deemed to be exercised on the Date
     of Exercise. Except as otherwise provided in this Plan, Options shall be
     exercisable, in whole or in part, at such times and be subject to such
     restrictions as set forth in the applicable Notice of Option Grant.

6.7  Payment.  Options shall be exercised by the delivery of irrevocable
     instructions, to the Corporation or its designated agent, setting forth the
     number of Shares with respect to which the Option is to be exercised.

                                      -12-
<PAGE>

     (a)  The Option Price upon exercise of any Option shall be payable to the
          Corporation in full either:

          (i)   in cash;

          (ii)  by tendering previously acquired Shares, including by
                attestation, having an aggregate Fair Market Value at the time
                of exercise equal to the total Option Price (provided that the
                Shares which are tendered must have been held by the Participant
                for at least six (6) months prior to their tender);

          (iii) by a combination of (i) and (ii);

          (iv)  by delivering a properly executed exercise notice together with
                irrevocable instructions (which may be by the use of a telephone
                or other means of electronic communication) to a broker to
                deliver promptly to the Corporation the amount of sale or loan
                proceeds to pay the Option Price (a "cashless exercise"), as
                permitted under the Federal Reserve Board's Regulation T,
                subject to applicable securities law restrictions (which means
                the Corporation may facilitate by entering into agreements for
                coordinated procedures with one or more brokerage firms); or

          (v)   by any other means which the Committee determines to be
                consistent with the Plan's purpose and applicable law.

     (b)  The value of Shares surrendered in payment of the Option Price shall
          be equal to the Fair Market Value of the Option Price on the Date of
          Exercise.  Upon receipt of such notice of exercise of an Option and
          upon payment of the Option Price by a method other than a cashless
          exercise, the Corporation or its designated agent shall promptly
          deliver to the Participant a certificate or certificates (or other

                                      -13-
<PAGE>

          equivalent evidence of ownership used by the Corporation) for the
          Shares purchased, subject to any transaction, brokerage, or Securities
          and Exchange Commission fees.

6.8  Restrictions on Share Transferability.  In addition to the foregoing, the
     Committee may impose such restrictions on any Shares acquired pursuant to
     the exercise of an Option as it may deem advisable, including, without
     limitation, restrictions under applicable Federal securities laws, under
     the requirements of any stock exchange or market upon which such Shares are
     then listed and/or traded, and under any blue sky or state securities laws
     applicable to such Shares.

6.9  Exercise Upon Termination of Employment.  Options that had not previously
     become exercisable pursuant to Article 6.4 shall expire upon termination of
     employment.  Options held by a Participant that have become exercisable
     pursuant to Article 6.4 shall expire as of the earliest to occur of the
     following:

     (a)  Ten (10) years following the Option's Award Date.

     (b)  Where termination of employment of a Participant is due to Retirement,
          except as set forth below in subsection (c), all of his Options that
          were exercisable at the time of Retirement may be exercised up to ten
          (10) years from the Option's Award Date.

     (c)  Where termination of employment of a Participant is due to death, or
          where a Participant dies after Retirement, all of his Options that
          were exercisable at the time of death may be exercised by the
          Participant's beneficiary or beneficiaries hereunder for two (2) years
          following the date of death.

                                      -14-
<PAGE>

     (d)  In the event a Participant's employment with the Corporation is
          terminated for any reason other than as stated in the preceding
          subsections (b) and (c), his exercisable Options shall terminate upon
          the termination of employment.

     (e)  The original expiration date for the Options as designated by the
          Committee as provided in Article 6.5.

     In addition to the foregoing, the Committee may include such provisions in
     the Notice of Option Grant as it deems advisable (which may be more
     restrictive than described above), which provisions shall be uniform among
     all Options issued at the same Award Date, and which may reflect
     distinctions based on the reasons for termination of employment.

6.10 Nontransferability of Options.  No Option granted under the Plan may be
     sold, transferred, pledged, assigned, or otherwise alienated or
     hypothecated by a Participant, other than by will or by the laws of descent
     and distribution. Further, all Options granted to a Participant under the
     Plan shall be exercisable during his or her lifetime only by such
     Participant.

6.11 Source of Shares.  Upon the exercise of an Option for Shares, the
     Corporation or its agent shall deliver to the Participant Shares which may
     be either authorized and unissued Shares or authorized and issued Shares
     held in the Corporation's treasury or issued and outstanding shares of
     Common Stock held by any employee stock benefit trust established by the
     Corporation.

                                      -15-
<PAGE>

ARTICLE 7.  BENEFICIARY DESIGNATION

The Participant's beneficiary or beneficiaries to whom any benefit under the
Plan is to be paid in case of his death before he receives any or all of such
benefit will be the Participant's beneficiary or beneficiaries under the
Employee group life insurance program of the Corporation as validly designated
by the Participant.  In the absence of any such designation, benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate.

ARTICLE 8. RIGHTS OF EMPLOYEES AND SHAREHOLDERS

8.1  Employment.  Nothing in the Plan shall interfere with or limit in any way
     the right of the Corporation to terminate any Participant's employment at
     any time, with or without cause, nor confer upon any Participant any right
     to continue in the employ of the Corporation.

8.2  Rights of a Shareholder.  No Participant shall have any rights as a
     shareholder until full payment has been made for Shares purchased by such
     Participant hereunder, all required income, Social Security and Medicare
     withholding requirements have been satisfied, and a Share certificate (or
     other equivalent evidence of ownership used by the Corporation) therefor is
     actually issued to such Participant.  No adjustment will be made for
     dividends or other rights as to which the record date is prior to the date
     of such issuance, except as may otherwise be determined by the Committee,
     in its sole discretion, in the event that a dividend is payable during the
     final month of the Plan.

                                      -16-
<PAGE>

ARTICLE 9.  CHANGE IN CONTROL

9.1  Treatment of Awards.  Notwithstanding any provision in this Plan to the
     contrary, upon the occurrence of a Change in Control, unless otherwise
     specifically prohibited under applicable laws, or by the rules and
     regulations of any governing governmental agencies or national securities
     exchanges, any and all Options granted hereunder shall become immediately
     exercisable in full, and all such Options shall remain within the
     provisions of this Plan.

9.2  Termination, Amendment, and Modifications of Change In Control Provisions.
     Notwithstanding any other provision of this Plan, the provisions of this
     Article 9 may not be terminated, amended, or modified on or after the date
     of a Change in Control to affect adversely any Award theretofore granted
     under the Plan without the prior written consent of the Participant with
     respect to said Participant's outstanding Awards.

ARTICLE 10.  AMENDMENT, MODIFICATION, AND TERMINATION

Subject to Article 9.2 herein, the Board or Committee may at any time and from
time-to-time, alter, amend, suspend, or terminate the Plan in whole or in part.
However, the Committee shall not have the authority to:

     (a)  change the total number of shares available for grants as set forth in
          Article 4.1,

     (b)  change the minimum Option Price of an Option as set forth in Article
          6.3,

     (c)  change eligible Participants to receive Awards,  or

     (d)  reprice or alter the Option Price of Options.

The termination or amendment of the Plan shall not, without the Participant's
consent, adversely affect such Participant's rights under an Option previously
granted.

                                      -17-
<PAGE>

ARTICLE 11.  WITHHOLDING

11.1 Tax Withholding.  The Corporation shall have the power and the right to
     deduct or withhold, from other earnings due to a Participant and/or require
     a Participant to remit to the Corporation, an amount sufficient to satisfy
     Federal, state, and local taxes, domestic or foreign, required by law or
     regulation to be withheld with respect to any taxable event arising as a
     result of this Plan.

11.2 Share Withholding.  With respect to withholding required upon the exercise
     of Options or upon any other taxable event arising as a result of Awards
     granted hereunder, Participants may elect to satisfy the Federal, state,
     and local tax withholding requirement, in whole or in part, by (a) having
     the Corporation withhold Shares having a Fair Market Value on the date the
     tax is to be determined equal to the minimum statutory tax withholding rate
     which could be withheld on the transaction or (b) the delivery of Shares
     that have been held for a minimum of six months to the Corporation
     (including attestation) having a Fair Market Value equal to the amount of
     the tax withholding obligations related to the transaction.  All such
     elections shall be irrevocable, made in writing, signed by the Participant,
     and shall be subject to any restrictions or limitations that the Committee,
     in its sole discretion, deems appropriate.  Delivery or withholding of
     fractional Shares shall not be permitted.

ARTICLE 12.  INDEMNIFICATION

Each person who is or shall have been a member of the Committee, of the Board or
their agents, shall be indemnified and held harmless by the Corporation against
and from any loss,

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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 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 Corporation's approval, or
paid by him in satisfaction of any judgement in any such action, suit, or
proceeding against him, provided he shall give the Corporation 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 of any other rights of indemnification to which such persons
may be entitled under the Corporation's Charter or Bylaws, as a matter of law,
or otherwise, or any power that the Corporation may have to indemnify them or
hold them harmless.

ARTICLE 13.  SUCCESSORS

All obligations of the Corporation under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Corporation, whether the
existence of such successor is the result of a direct or indirect purchase of
all or substantially all of the business and/or assets of the Corporation, or a
merger, consolidation, or otherwise.

ARTICLE 14.  UNFUNDED PLAN

The Plan shall be unfunded and the Corporation shall not be required to
segregate any assets that may at any time be represented by Awards under the
Plan.  Any liability of the Company to any person with respect to any Awards
under the Plan shall be based solely upon any contractual obligations that may
be effected pursuant to the Plan.  Except as provided herein, no such obligation
of the Corporation shall be deemed to be secured by any pledge of, or other

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encumbrance on, any property of the Corporation.  The proceeds received by the
Corporation from the issuance of Shares pursuant to the exercise of Options will
be used for general Corporation purposes.

ARTICLE 15.  LEGAL CONSTRUCTION

15.1 Gender and Number.  Except where otherwise indicated by the context, any
     masculine term used herein also shall include the feminine; the plural
     shall include the singular and the singular shall include the plural.

15.2 Severability.  In the event any provision of the Plan shall be held
     illegal or invalid for any reason, the illegality or invalidity shall not
     affect the remaining parts of the Plan, and the Plan shall be construed and
     enforced as if the illegal or invalid provision had not been included.

15.3 Requirements of Law.  The granting of Awards and the issuance of Shares
     under the Plan 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.

15.4 Governing Law.  To the extent not preempted by Federal 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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