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EXHIBIT 10.1

FIRSTMERIT CORPORATION

1992 STOCK OPTION PROGRAM

As Amended and Restated Effective October 21, 2000

FIRSTMERIT CORPORATION
1992 STOCK OPTION PROGRAM

As Amended and Restated Effective October 21, 2000

TABLE OF CONTENTS

I. INTRODUCTION ........................................................................................... 1
A. Purpose of the Program ........................................................................ 1
B. Definitions ................................................................................... 1

II. PROGRAM ADMINISTRATION ................................................................................. 5
A. Administration ................................................................................ 5
B. Participation ................................................................................. 5
C. Maximum Number of Shares Available ............................................................ 5
D. Adjustments ................................................................................... 5
E. Registration Conditions ....................................................................... 6
F. Committee Action .............................................................................. 6

III. STOCK OPTIONS .......................................................................................... 6
A. Price ......................................................................................... 6
B. Period ........................................................................................ 6
C. Time of Exercise .............................................................................. 7
D. Exercise Procedures ........................................................................... 7
E. Payment ....................................................................................... 7
F. Special Rule for Incentive Stock Options ...................................................... 7
G. Reload Stock Options............................................................................7
H. Effect of Leaves of Absence ................................................................... 8
I. Termination of Employment ..................................................................... 8

IV. DIVIDEND UNITS ......................................................................................... 9
A. Awards of Dividend Units ...................................................................... 9
B. Valuation ..................................................................................... 9
C. Payment ....................................................................................... 9
D. Termination of Employment ..................................................................... 9
E. Acceleration of Payments ..................................................................... 10

V. GENERAL PROVISIONS .................................................................................... 10
A. Amendment and Termination of Program ..........................................................10
B. Government and Other Regulations ............................................................. 10
C. Other Compensation Plans and Programs ........................................................ 10
D. Miscellaneous Provisions ..................................................................... 10
E. Effective Dates .............................................................................. 12

FIRSTMERIT CORPORATION
1992 STOCK OPTION PROGRAM
As Amended and Restated Effective October 21, 2000

FIRSTMERIT CORPORATION (the "Company") hereby adopts this Amendment and
Restatement of the FirstMerit Corporation 1992 Stock Option Program ("Program").

I. INTRODUCTION

A. PURPOSE OF THE PROGRAM

FirstMerit Corporation has established the Program to further its
long-term financial success by creating the annual opportunity to key employees
of the Company, as hereinafter defined, and its majority-owned subsidiaries
("Subsidiaries") to receive stock and stock-based compensation whereby they can
share in achieving and sustaining such success. The Program also provides a
means to attract and retain the executive talent needed to achieve the Company's
long-term growth and profitability objectives.

B. DEFINITIONS

When used in the Program, the following terms shall have the meanings
set forth below:

"Award(s)" shall mean Incentive Stock Options, Non-Qualified Stock
Options, Reload Stock Options or Dividend Units granted under the Program.

"Company" shall mean FirstMerit Corporation and any successor in a
reorganization or similar transaction.

"Board" shall mean the Board of Directors of the Company.

"Change in Control" shall mean the occurrence of any one of the
following events:

(i) individuals who, on April 19, 2000, constitute the Board
(the "Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to April 19, 2000 whose election or nomination for election was approved by a
vote of at least two thirds (2/3rds) of the Incumbent Directors then on the
Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without written
objection to such nomination) shall be an Incumbent Director; provided, however,
that no director of the Company initially as a result of an actual or threatened
election contest with respect to directors or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than the
Board shall be deemed to be an Incumbent Director;

(ii) any "person" (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities eligible to
vote for the election of the Board (the "Company Voting Securities"); provided,
however, that the event described in this paragraph (ii) shall not be deemed to
be a Change in Control by virtue of any of the following acquisitions:

(a) by the Company or any Subsidiary,

(b) by any employee benefit plan sponsored or
maintained by the Company or any Subsidiary,

(d) pursuant to a Non-Control Transaction (as
defined in paragraph (iii)), or

(e) a transaction (other than one described in (iii)
below) in which Company Voting Securities are acquired from
the Company, if a majority of the Incumbent Directors then on
the Board approve a resolution providing expressly that the
acquisition pursuant to this clause (e) does not constitute a
Change in Control under this paragraph (ii);

(iii) the consummation of a merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company or
any of its Subsidiaries that requires the approval of the Company's
stockholders, whether for such transaction or the issuance of securities in the
transaction (a "Business Combination"), unless immediately following such
Business Combination:

(a) more than 50% of the total voting power of (x)
the corporation resulting from such Business Combination (the
"Surviving Entity"), or (y) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial
ownership of 100% of the voting securities eligible to elect
directors ("Total Voting Power") of the Surviving Entity (the
"Parent Entity"), is represented by Company Voting Securities
that were outstanding immediately prior to such Business
Combination (or, if applicable, shares into which such Company
Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof
is in substantially the same proportion as the voting power of
such Company Voting Securities among the holders thereof
immediately prior to the Business Combination,

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(b) no person (other than any employee benefit plan
(or related trusts) sponsored or maintained by the Surviving
Entity or the Parent Entity), is or becomes the beneficial
owner, directly or indirectly, of 25% or more of the Total
Voting Power of the outstanding voting securities eligible to
elect directors of the Parent Entity (or, if there is no
Parent Entity, the Surviving Entity), and

(c) at least a majority of the members of the board
of directors of the Parent Entity (or, if there is no Parent
Entity, the Surviving Entity) following the consummation of
the Business Combination were Incumbent Directors at the time
of the Board's approval of the execution of the initial
agreement providing for such Business Combination (any
Business Combination which satisfies all of the criteria
specified in (a), (b) and (c) above shall be deemed to be a
"Non-Control Transaction"); or

(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 25% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person by more than one percent, a Change
in Control of the Company shall then occur.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Committee" shall mean the Salary, Benefits and Options Committee, or
such other Committee of the Board of the Company which shall be designated by
the Board to administer the Program. If the Board does not designate the Salary,
Benefits and Options Committee as the Committee, the Committee shall be composed
of three or more persons who are from time to time appointed to serve by the
Board. Each member of the Committee shall be a "disinterested person" within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934 or any successor
rule, as any such rule may be amended from time to time.

"Common Stock" shall mean the common stock of the Company, no par value
per share, and may be either stock previously authorized but unissued, or stock
reacquired by the Company.

"Disability" shall mean the inability of a Participant to perform the
services normally rendered due to any physical or mental impairment that can be
expected to be of either permanent or indefinite duration, as determined by the
Committee on the basis of appropriate medical evidence, and that results in the
Participant's Termination of Employment; provided, however, that with respect to
any Participant who has entered into an employment agreement with the Company or
its Subsidiaries, the term of which has not expired at the time a determination
concerning Disability is

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to be made, Disability shall have the meaning attributed to "permanent
disability" in such employment agreement.
"Fair Market Value" shall mean with respect to a given day, the closing
sales price of a share of Common Stock, as reported by such responsible
reporting service as the Committee may select, or if there were no transactions
in the Common Stock on such day, then the last preceding day on which
transactions took place. The foregoing notwithstanding, the Committee may
determine the Fair Market Value in such other manner as it may deem more
appropriate for Program purposes or as is required by applicable laws or
regulations.

"Incentive Stock Option" or "ISO" shall mean a right to purchase the
Company's Common Stock which is intended to comply with the terms and conditions
for an incentive stock option as set forth in Section 422 of the Code, or such
other sections of the Code as may be in effect from time to time.

"Non-Qualified Stock Option" or "NQSO" shall mean a right to purchase
the Company's Common Stock which is not intended to comply with the terms and
conditions for a tax-qualified stock option, as set forth in Section 422 of the
Code, or such other sections of the Code as may be in effect from time to time.

"Participant" shall mean an officer or full-time salaried employee of
the Company (including a member of the Board who is also an employee), or its
Subsidiaries who, in the judgment of the Committee, is in a position to make a
substantial contribution to the management, growth and success of the Company
and is thus designated by the Committee to receive an Award.

"Program" shall mean the Company's 1992 Stock Option Program, as
amended and restated effective November 1, 1997.

"Reload Stock Option" shall mean a stock option granted to a
Participant who has paid for shares subject to option through the delivery of
shares of Common Stock having an aggregate Fair Market Value as determined on
the date of exercise equal to the option price.

"Retirement" shall mean a Participant's Termination of Employment by
reason of the Participant's retirement at his normal retirement date, pursuant
to and in accordance with a pension, retirement or similar plan or other regular
retirement practice of the Company or its Subsidiaries, or in accordance with
the early retirement provision(s) thereof.

"Termination of Employment" shall mean a cessation of the
employee-employer relationship between a Participant and the Company or its
Subsidiaries for any reason.

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II. PROGRAM ADMINISTRATION

A. ADMINISTRATION

The Program shall be administered by the Committee, which subject to
the express provisions of the Program, shall have full and exclusive authority
to interpret the Program, to prescribe, amend and rescind rules and regulations
relating to the Program and to make all other determinations deemed necessary or
advisable in the implementation and administration of the Program; provided,
however, that subject to the express provisions hereof or unless required by
applicable law or regulation, no action of the Committee shall adversely affect
the terms and conditions of any Award made to, or any rights hereunder or under
any grant letter of, any Participant, without such Participant's consent. The
Committee's interpretation and construction of the Program shall be conclusive
and binding on all persons, including the Company and all Participants.

B. PARTICIPATION

The Committee shall, from time to time, make recommendations to the
Board with respect to the selection of Participants and the Award or Awards to
be granted to each Participant, and thereafter grant such Award or Awards upon
the approval of a majority of the members of the Board of Directors present and
voting upon such approval, who are "non-employee directors" within the meaning
of Rule 16b-3 of the Securities Exchange Act of 1934 or any successor rule, as
any such rule may be amended from time to time. In making its recommendations,
the Committee may take into account the nature of the services rendered or
expected to be rendered by the respective Participants, their present and
potential contributions to the Company's success, and such other factors as the
Committee in its discretion shall deem relevant.

C. MAXIMUM NUMBER OF SHARES AVAILABLE

The maximum number of shares which may be granted under the Program is
two million (2,000,000) (or such lesser number that as were available for grant
as of the 2-for-1 stock split in September, 1997) plus shares reserved for
issuance under the Company's 1982 Incentive Stock Option Plan (the "Prior Plan")
for which options have not been granted.

No Incentive Stock Options shall be granted after January 1, 2002.

D. ADJUSTMENTS

In the event of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations, exchanges of shares, spin-offs,
liquidations, reclassifications or other similar changes in the capitalization
of the Company, the number of shares of Common Stock available for grant under
this Program shall be adjusted proportionately or otherwise by the Board and,
where deemed appropriate, the number of shares covered by outstanding stock
options and the option price of

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outstanding stock options shall be similarly adjusted. Also, in instances where
another corporation or other business entity is acquired by the Company, and the
Company has assumed outstanding employee option grants under a prior existing
plan of the acquired entity, similar adjustments are permitted at the discretion
of the Committee. In the event of any other change affecting the Common Stock
reserved under the Program, such adjustment, if any, as may be deemed equitable
by the Board, shall be made to give proper effect to such event.

E. REGISTRATION CONDITIONS

1. Unless issued pursuant to a registration statement under the
Securities Act of 1933, as amended, no shares shall be issued to a Participant
under the Program unless the Participant represents and agrees with the Company
that such shares are being acquired for investment and not with a view to the
resale or distribution thereof, or such other documentation as may be required
by the Company, unless in the opinion of counsel to the Company such
representation, agreement or documentation is not necessary to comply with such
Act.

2. Any restriction on the resale of shares shall be evidenced by an
appropriate legend on the stock certificate.

3. The Company shall not be obligated to deliver any Common Stock until
it has been listed on each securities exchange on which the Common Stock may
then be listed or until there has been qualification under or compliance with
such federal or state laws, rules or regulations as the Company may deem
applicable. The Company shall use reasonable efforts to obtain such listing,
qualification and compliance.

F. COMMITTEE ACTION

The Committee may, through Award agreements, limit its discretion under
this Program. To the extent such discretion is not specifically waived in an
Award agreement, the Committee shall retain such discretion.

III. STOCK OPTIONS

All stock options granted to Participants under the Program shall be
evidenced by agreements which shall be subject to applicable provisions of the
Program, and such other provisions as the Committee may adopt, including the
following provisions:

A. PRICE

The option price per share of Non-Qualified Stock Options shall be set
by the Committee at the time of grant. The option price per share of Incentive
Stock Options shall not be less than 100 percent of the Fair Market Value of a
share of Common Stock on the date of grant.

B. PERIOD

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An ISO shall not be exercisable for a term longer than ten years from
date of its grant. NQSOs shall have a term as established by the Committee.

C. TIME OF EXERCISE

The Committee may prescribe the timing of the exercise of the stock
option and any minimums and installment provisions and may accelerate the time
at which a stock option becomes exercisable, provided that with respect to ISOs,
no such acceleration shall result in a violation of Paragraph F of this Article
III. No stock option shall be exercisable until six months following the date of
grant.

D. EXERCISE PROCEDURES

A stock option, or portion thereof, shall be exercised by delivery of a
written notice of exercise to the Company, and payment of the full price of the
shares being purchased.

E. PAYMENT

The price of an exercised stock option, or portion thereof, may be
paid:

1. in cash or by check, bank draft or money order payable to the order
of the Company,

2. through the delivery of shares of Common Stock owned by the
Participant, having an aggregate Fair Market Value as determined on the date of
exercise equal to the option price, or

3. by a combination of both 1 and 2 above.

The Committee may impose such limitations and prohibitions on the use
of any shares of Common Stock to exercise a stock option as it deems
appropriate.

F. SPECIAL RULE FOR INCENTIVE STOCK OPTIONS

If the aggregate Fair Market Value of Common Stock with respect to
which ISOs are exercisable for the first time by a Participant during any
calendar year (under this Program and all other plans of the Company or its
parent and Subsidiaries) exceeds $100,000, such ISOs shall be treated as NQSOs
to the extent of the excess. In applying the foregoing limitation, ISOs shall be
taken into account in the order in which they were granted and the Fair Market
Value of Common Stock subject to such ISOs shall be determined as of the date of
grant. If such limit is exceeded in any calendar year, the Company shall have
the right to designate which shares of Common Stock purchased pursuant to such
ISOs shall be treated as having been acquired by the Participant pursuant to an
ISO.

G. RELOAD STOCK OPTIONS

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If a stock option is exercised while the Participant is employed by the
Company and the Participant pays for the shares subject to option through the
delivery of Common Stock having an aggregate Fair Market Value as determined on
the date of exercise equal to the option price, the Participant may be granted a
Reload Stock Option on the date of such exercise. The Award shall equal the
number of whole shares of Common Stock used to pay the purchase price, and the
exercise price of the Reload Stock Option shall equal the Fair Market Value of
the Common Stock on the date of grant. If the Company withholds shares of Common
Stock to cover applicable income and employment taxes related to the exercise of
an option, then the Award shall equal the number of whole shares of Common Stock
used to pay the purchase price less the number of shares withheld.

Subject to the provisions of the Plan or Award, the Reload Stock Option
may be exercised between its date of grant and the date of expiration of an
option. Unless otherwise provided in the Award, shares of stock acquired upon
the exercise of a Reload Stock Option will be restricted from sale for two
years. A Reload Stock Option shall be evidenced by an agreement containing such
other terms and conditions as the Committee approves. No Reload Stock Option
shall be granted with respect to a stock option exercised after the
Participant's Retirement, Disability, death or other Termination of Employment.

H. EFFECT OF LEAVES OF ABSENCE

It shall not be considered a Termination of Employment when a
Participant is placed by the Company or any of its Subsidiaries on military
leave, sick leave or other bona fide leave of absence. In case of such leave of
absence, the employment relationship for Program purposes shall be continued
until the later of the date when such leave of absence equals ninety days or
when the Participant's right to reemployment with the Company or any of its
Subsidiaries shall no longer be guaranteed either by statute or contract.

I. TERMINATION OF EMPLOYMENT

In the event of Termination of Employment, the following provisions
shall apply with respect to ISOs and NQSOs unless waived by the Committee, or as
otherwise specifically provided in the Stock Option Agreement.

1. NQSOs and ISOs shall be exercisable for a period equal to the lesser
of five years or the remaining option term; provided, however, that if the
Participant elects to exercise the Participant's ISOs (a) later than three (3)
months after the date of the Participant's Termination of Employment due to
retirement or (b) twelve (12) months after the date of the Participant's
Termination of Employment due to disability, such ISOs shall be treated as NQSOs
under the Code for purposes of calculating the federal income tax applicable as
a result of the exercise of such ISOs and the subsequent disposition of the
acquired shares.

2. If a Participant's employment with the Company or any of its
Subsidiaries is terminated for any reason other than Death, Disability or
Retirement, all Awards under this Program shall be immediately canceled, except
that if the termination is by the Company or any of its Subsidiaries or any
reason other than misconduct or misfeasance, Participant shall have thirty (30)
days thereafter

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within which to exercise his options to the extent that the options are
otherwise exercisable immediately prior to such termination, and further if such
termination is attributable to a Change in Control, such Award shall not be
canceled but shall continue as though the Participant remained in the employ of
the Company or any of its Subsidiaries during the remaining option term of the
Award.

3. Notwithstanding the foregoing, the Committee may rescind the right
to exercise stock options following Termination of Employment if the Participant
has been found to be directly or indirectly engaged in any activity which is in
competition with the Company or its Subsidiaries or otherwise adverse to, or not
in the best interest of the Company or its Subsidiaries. Further, no option
agreement for ISOs may extend their exercise period beyond the time allowed by
the Code.

IV. DIVIDEND UNITS

A. AWARDS OF DIVIDEND UNITS

1. The Committee may, at its discretion, award one Dividend Unit to
Participants in the Program with respect to each share of Common Stock for which
an option has been granted.

2. An Award of a Dividend Unit by the Committee may be made only in
conjunction with a stock option for Common Stock granted to the Participant
under this Program.

B. VALUATION

1. The amount payable to a Participant in respect of each Dividend Unit
awarded to such Participant shall be equal to the aggregate dividends actually
paid one share of Common Stock to the extent that such Participant held such
Dividend Unit on the record date established by the Board for payment of each
dividend. A Participant shall be deemed to have held a Dividend Unit from the
date on which the Award of such Dividend Unit was made (or such later date as
may be specified in the related grant letter) to and including the date on which
the term of the Dividend Unit expires.

2. The Committee shall, at the time it awards a Dividend Unit to a
Participant, specify the term of the Dividend Unit (which term shall not be
longer than the term of the stock option to which it is attached) and the period
of time during the term over which the Dividend Unit will accrue dividends.

C. PAYMENT

1. The amount payable to a Participant in respect of a Dividend Unit
shall be paid out by the Company to such Participant only at the date of
exercise of the stock option to which the Unit is attached. The Dividend Unit
shall expire upon the expiration of any stock option which has not been
exercised.

2. Upon payment to a Participant in respect of a Dividend Unit such
Dividend Unit shall be of no further force or effect.

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D. TERMINATION OF EMPLOYMENT

In the event of Termination of Employment, any Dividend Unit shall
remain outstanding for the duration of the stock option to which it is attached
until paid upon exercise or until termination or expiration of such stock
option.

E. ACCELERATION OF PAYMENTS

Unless the Committee determines otherwise, in the event of a Change in
Control, the Company shall, promptly after such Change in Control, make payment
to each Participant in an amount equal to the aggregate amount accrued on the
Dividend Units held by such Participant on the date of such Change in Control.
Notwithstanding anything to the contrary or any grant letter, after such Change
in Control and for so long as a Participant holds any Dividend Unit and
dividends are accrued thereon, the Company shall make payment to the Participant
in respect of any such Dividend Unit at the same time as payment of dividends on
Common Stock is made.

V. GENERAL PROVISIONS

A. AMENDMENT AND TERMINATION OF PROGRAM

The Board may, at any time and from time to time, suspend or terminate
the Program in whole or amend it from time to time in such respects as the Board
may deem appropriate, subject, however, to the regulatory requirements of
Section 16(b) of the Securities Exchange Act and the requirements of the Code.

B. GOVERNMENT AND OTHER REGULATIONS

The obligation of the Company to issue Awards under the Program shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any government agencies as may be required.

C. OTHER COMPENSATION PLANS AND PROGRAMS

The Program shall not be deemed to preclude the implementation by the
Company and its Subsidiaries of other compensation plans or programs which may
be in effect from time to time.

D. MISCELLANEOUS PROVISIONS

1. No Right to Continue Employment: Nothing in the Program or in any
Award confers upon any Participant the right to continue in the employ of the
Company or its Subsidiaries or interferes with or restricts in any way the
rights of the Company or its Subsidiaries to discharge any Participant at any
time for any reason whatsoever, with or without cause.

2. Transferability: No right or interest of any Participant in any
Award under the Program shall be (a) assignable or transferable, except by will
or the laws of descent and distribution, a valid

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beneficiary designation made in accordance with procedures established by the
Committee, or as expressly stated herein, or (b) liable for, or subject to, any
lien, obligation or liability. An ISO may be exercised only by the Participant
during his or her lifetime, or by his or her estate, or the person who acquires
the right to exercise such option by bequest or inheritance.

The Board may, in its discretion, authorize all or a portion of the
options to be granted to a Participant, and may also amend outstanding options
to provide, that they be on terms which permit transfer by such Participant to
(i) the spouse, children or grandchildren of the Participant (the "Immediate
Family Members"), (ii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, (iii) a partnership in which such Immediate Family
Members are the only partners, (iv) a limited liability company in which such
Immediate Family Members are the only members; provided that (x) there may be no
consideration for any such transfer, (y) the stock option agreement pursuant to
which such options are granted must be approved by the Board, and must expressly
provide for transferability in a manner consistent with this Section, and (z)
subsequent transfers of transferred options shall be prohibited except those in
accordance with the section(s) herein dealing with transfers by will or the laws
of descent and distribution, or pursuant to qualified domestic relations order.
Following transfer, any such options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for all purposes hereof, the term "Participant" shall be deemed to refer to
the "Transferee." The events of termination of any option will continue to be
applied with respect to the original Participant, following which the options
shall be exercisable by the transferee only to the extent (if at all), and for
the periods specified in the Program or option agreement. The Participant in all
such cases will remain subject to and liable for the withholding taxes due or
payable upon exercise by the Transferee.

The Board may also, in its discretion, pursuant to the requirements and
restrictions listed above except as listed in this paragraph, authorize all or a
portion of the options to be granted to a Participant, to permit a
non-conforming transfer, such as a sale to a family member or family corporation
for estate planning purposes. Nothing herein or in any action by the Board shall
be construed as an amendment to any option other than those expressly indicated
by the action of the Board.

The Company shall not have any obligation to provide notice to the
Transferee of the termination or acceleration of an option for any reason.

3. DESIGNATION OF BENEFICIARY: A Participant, in accordance with
procedures established by the Committee, may designate a person or persons to
receive, in the event of the Participant's death, (a) any payments with respect
to which the Participant would then be entitled, and (b) the right to continue
to participate in the Program to the extent of such Participant's outstanding
Awards. Such designation shall be made upon forms supplied by and delivered to
the Company and may be revoked in writing.

4. WITHHOLDING TAXES: The Company may require a payment from a
Participant to cover applicable withholding for income and employment taxes. The
Company reserves the right to offset such tax payment from any other funds which
may be due the Participant by the Company.

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5. PROGRAM EXPENSES: Any expenses of administering the Program shall be
borne by the Company.

6. CONSTRUCTION OF PROGRAM: The interpretation of the Program and the
application of any rules implemented hereunder shall be determined solely in
accordance with the laws of the State of Ohio.

7. UNFUNDED PROGRAM: The Program shall be unfunded, and the Company
shall not be required to segregate any assets which may at any time be
represented by Awards. Any liability of the Company to any person with respect
to an Award under this Program shall be based solely upon any obligations which
may be created by this Program; no such obligation of the Company shall be
deemed to be secured by any pledge or other encumbrance on any property of the
Company.

8. BENEFIT PLAN COMPUTATIONS: Any benefits received or amounts paid to
a Participant with respect to any Award granted under the Program shall not have
any effect on the level of benefits provided to or received by any Participant,
or the Participant's estate or beneficiary, as part of any employee benefit plan
(other than the Program) of the Company.

9. PRONOUNS, SINGULAR AND PLURAL: The masculine may be read as
feminine, the singular as plural and the plural as singular as necessary to give
effect to the Program.

E. EFFECTIVE DATES

The Program became effective on approval by shareholders of the Company
at the Company's Annual Shareholders Meeting in April 1992. The Program was
amended and restated by the Board in November, 1996 to be effective January 1,
1997. The Program has been further amended effective November 1, 1997 to amend
the provisions to allow for the transferability of options and to increase the
option shares awarded annually pursuant to the 2-for-1 stock split effective in
September 1997. The Program has been further amended effective October 21, 2000
to amend the definition of Change in Control. The Program and all outstanding
Awards shall remain in effect until all outstanding Awards have been exercised,
expired or canceled.