HASTINGS MANUFACTURING COMPANY

STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997

SECTION 1

Establishment of Plan; Purpose of
Plan

1.1       
Establishment of Plan.  The Company hereby establishes
the Stock Option and Restricted Stock Plan of 1997 (the "Plan") for its
directors, corporate and Subsidiary officers and other key employees. The
Plan permits the grant or award of Options, Restricted Stock, and Tax Benefit
Rights.

1.2       
Purpose of Plan.  The purpose of the Plan is
to provide directors, officers and key employees of the Company and its
Subsidiaries with an increased incentive to make significant contributions
to the long-term performance and growth of the Company and its Subsidiaries,
to join the interests of directors, officers and key employees with the
interests of the Company's shareholders through the opportunity for increased
stock ownership, and to attract and retain officers and key employees.
The Plan is further intended to provide flexibility to the Company in structuring
long-term incentive compensation to best promote the foregoing objectives.

Definitions

The following words have
the following meanings unless a different meaning is plainly required by
the context:

2.1       
"Act" means the Securities Exchange Act of 1934, as amended.

2.2       
"Board" means the Board of Directors of the Company.

2.3       
  Unless otherwise defined in the grant or agreement applicable to an Incentive
  Award, "Change in Control" means:



| | (a)        
      the sale, lease, exchange, or other transfer of substantially all the assets
      of the Company (in one transaction or in a series of related transactions)
      to, or the merger or consolidation of the Company with, a corporation that
      is not controlled by the Company; or                                                                                                    | 
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| | (b)        
      a change in control of the Company of a nature that would be required to
      be reported in a response to Item 6(e) of Schedule 14A of Regulation 14A
      issued under the Act, provided that, without limitation, such change in
      control shall be deemed to have occurred if (i) any "person" (as such term
      is used in Section 13(d) and 14(d)(2) of the Act) is or becomes | 

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| | the beneficial
      owner, directly or indirectly, of securities of the Company representing
      twenty-five percent (25%) or more of the combined voting power of the Company's
      then outstanding securities, or (ii) during any period of two consecutive
      years, individuals who at the beginning of such period constitute the Board
      cease for any reason to constitute at least a majority of the Board (unless
      the election or nomination for election by the Company's shareholders of
      each new director was approved by a vote of at least two-thirds (2/3) of
      the directors then still in office who were directors at the beginning of
      the period). | 
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2.4       
"Code" means the Internal Revenue Code of 1986, as amended.

2.5       
"Committee" means a committee the Board shall designate to administer the
Plan. The Committee shall consist of at least two members of the Board
appointed by the Board, all of whom shall be "Non-Employee Directors" (as
defined below). The Board, in its discretion, may also require that members
of the Committee be "outside directors" as defined in the rules issued
under Section 162(m) of the Code.

2.6       
"Common Stock" means the Common Stock of the Company.

2.7       
"Company" means Hastings Manufacturing Company, a Michigan corporation,
and its predecessors.

2.8       
"Competition" means participation, directly or indirectly, in the ownership,
management, financing or control of any business that is the same as or
similar to the present or future businesses of the Company or any Subsidiary.
Such participation may be by way of employment, consulting services, directorship,
or officership. Ownership of less than three percent (3%) of the shares
of any corporation whose shares are traded publicly on any national or
regional stock exchange or over the counter shall not be deemed Competition.

2.9       
"Consensual Severance" means the voluntary termination of all employment
by the Participant with the Company or any of its Subsidiaries that the
Committee determines to be in the best interests of the Company.

2.10       
"Early Retirement" means the voluntary termination of all employment by
a Participant with the written consent of the Committee after the Participant
has attained 55 years of age and completed 10 years of service with the
Company or any of its Subsidiaries.

2.11       
"Incentive Award" means the award or grant of an Option, Restricted Stock,
or Tax Benefit Right to a Participant under the Plan.

2.12       
"Market Value" of any security on any given date means if the security
is listed for trading on The Nasdaq Stock Market or one or more national
securities exchanges, the last reported sales price on the date in question,
or if such security shall not have been traded on such principal exchange
on such date, the last reported sales price on the first day prior thereto
on which such security was so traded; or if that is not applicable, the
value as determined by any means deemed fair and reasonable by the Committee,
which determination shall be final and binding on all parties.

2.13       
"Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the Act as in effect from time to time.



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2.15       
"Option" means the right to purchase Common Stock at a stated price for
a specified period of time.

2.16       
"Participant" means the directors, officers and other key employees of
the Company and its Subsidiaries who are granted an Incentive Award under
the Plan.

2.17       
"Restricted Period" means the period of time during which Restricted Stock
awarded under the Plan is subject to restrictions. The Restricted Period
may differ among Participants and may have different expiration dates with
respect to shares of Common Stock covered by the same Incentive Award.

2.18       
"Restricted Stock" means Common Stock awarded to a Participant under Section
6 of the Plan.

2.19       
"Subsidiary" means any corporation or other entity of which fifty percent
(50%) or more of the outstanding voting stock or voting ownership interest
is directly or indirectly owned or controlled by the Company, or by one
or more Subsidiaries of the Company.

2.20       
"Tax Benefit Right" means any right granted to a Participant under Section
7 of the Plan.

2.21       
"Total Disability" means that the Participant, for physical or mental reasons,
is unable to perform the essential functions of his or her duties for the
Company for 120 consecutive days, or 180 days during any twelve month period.

Administration

3.1       
Power and Authority.  The Committee shall administer
the Plan. Except as limited in this Plan, the Committee shall have full
power and authority to interpret the provisions of the Plan and Incentive
Awards granted under the Plan, to supervise the administration of the Plan
and the Incentive Awards granted under the Plan and to make all other determinations
considered necessary or advisable under the Plan. All determinations, interpretations
and selections made by the Committee regarding the Plan shall be final
and conclusive. The Committee shall hold its meetings at such times and
places as it deems advisable. Action may be taken by a written instrument
signed by all of the members of the Committee, and any action so taken
shall be fully as effective as if it had been taken at a meeting duly called
and held. The Committee may delegate recordkeeping, calculation, payment,
and other ministerial administrative functions to individuals designated
by the Committee, who may be employees of the Company or its Subsidiaries.

3.2       
Grants or Awards to Participants. In
accordance with and subject to the provisions of the Plan, the Committee
shall have the authority to determine all provisions of Incentive Awards
as the Committee may deem necessary or desirable and as are consistent
with the terms of the Plan, including, without limitation, the authority
to: (a) determine whether and when Incentive Awards will be granted, the
persons to be granted

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3.3       
  Indemnification of Committee Members. Neither any
  member or former member of the Committee nor any individual to whom authority
  is or has been delegated shall be personally responsible or liable for any act
  or omission in connection with the performance of powers or duties or the exercise
  of discretion or judgment in the administration and implementation of the Plan.
  Each person who is or shall have been a member of the Committee shall be indemnified
  and held harmless by the Company from and against any cost, liability or expense
  imposed or incurred in connection with such person's or the Committee's taking
  or failing to take any action under the Plan. Each such person shall be justified
  in relying on information furnished in connection with the Plan's administration
  by any appropriate person or persons.

SECTION 4

Shares Subject to the Plan

4.1       
Number of Shares. Subject to adjustment as provided
in Section 4.3 of the Plan, a maximum of 38,000 shares of Common Stock
shall be available for Incentive Awards under the Plan. Such shares may
be authorized but unissued shares.

4.2       
  Limitation Upon Incentive Awards. No Participant
  shall be granted, during any calendar year, Incentive Awards with respect to
  more than 10% of the total number of shares of Common Stock available for Incentive
  Awards under the Plan set forth in Section 4.1 of the Plan, subject to adjustment
  as provided in Section 4.3 of the Plan.

4.3       
Adjustments. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination, exchange of shares or any other change in the
corporate structure or shares of the Company, the aggregate number and
class of shares available for grants or awards under the Plan, together
with the Option prices, award limits and other appropriate terms of this
Plan, shall be appropriately adjusted. No fractional shares shall be issued
pursuant to the Plan, and any fractional shares resulting from adjustments
shall be eliminated from the respective Incentive Award, with an appropriate
cash adjustment for the value of any Incentive Awards eliminated. If an
Incentive Award is canceled, surrendered, modified, expires or is terminated
during the term of the Plan but prior to the exercise or vesting of the
Incentive Award in full, the shares subject to but not purchased or retained
by the Participant under such Incentive Award shall be available for other
Incentive Awards. If shares subject to and otherwise deliverable upon the
exercise of an Incentive Award are surrendered to the Company in connection
with the exercise or vesting of an Incentive Award, the surrendered shares
subject to the Incentive Award shall be available for other Incentive Awards.

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Options

5.1       
  Grant.



| | (a)        
      General. A Participant may be granted one or more Options under the
      Plan. Options shall be subject to such terms and conditions, consistent
      with the other provisions of the Plan, as shall be determined by the Committee
      in its sole discretion. The Committee may vary, among Participants and among
      Options granted to the same Participant, any and all of the terms and conditions
      of the Options granted under the Plan. Subject to the limitation imposed
      by Section 4.2 of the Plan, the Committee shall have complete discretion
      in determining the number of Options granted to each Participant. The Committee
      may designate whether or not an Option is to be considered an incentive
      stock option as defined in Section 422(b) of the Code.                                                                                                                                                         | 
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| | (b)        
      Non-Employee Directors. A Non-Employee Director may be granted
      one or more Options under the Plan. Options shall be subject to such terms
      and conditions, consistent with the other provisions of the Plan, as shall
      be determined by the Committee in its sole discretion. Each Non-Employee
      Director shall at the time of his or her initial election or appointment
      be granted a number of Options determined by the Committee. Options granted
      to Non-Employee Directors shall be granted at an option price equal to the
      fair market value of the Common Stock at the date of grant of the option
      and shall be subject to such terms and conditions, consistent with the other
      provisions of the Plan, as may be determined by the Committee in its sole
      discretion. Options granted to Non-Employee Directors shall not be treated
      as incentive stock options under Section 422(b) of the Code. | 

5.2       
Option Agreements. Each Option shall be evidenced by an Option agreement
containing such terms and conditions, consistent with the provisions of the Plan,
as the Committee from time to time determines. To the extent not covered by the
Option agreement, the terms and conditions of this Section 5 shall govern.

5.3       
Option Price.  The per share Option price shall be determined
by the Committee. The per Share Option Price of any Option intended to
qualify as an incentive stock option under Section 422(b) of the Code shall
be equal to or greater than 100% of the Market Value on the date of grant.
The date of grant of an Option shall be the date the Option is authorized
by the Committee or a future date specified by the Committee as the date
for issuing the Option.

5.4       
Medium and Time of Payment.  The
exercise price for each share purchased pursuant to an Option granted under
the Plan shall be payable in cash or, if the Committee consents, in shares
of Common Stock (including Common Stock to be received upon a simultaneous
exercise). The time and terms of payment may be amended before or after
exercise of an Option (a) by the Committee in its sole discretion, if the
terms of such amendment are more favorable to the Participant, or (b) in
all other cases, by the Committee with the consent of the Participant.
The Committee may from time to time authorize payment of all or a portion
of the Option price in the form of a promissory note or installments according

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5.5       
Options Granted to Ten Percent Shareholders. 
No Option granted to any Participant who at the time of such grant owns,
together with stock attributed to such Participant under Section 424(d)
of the Code, more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any of its Subsidiaries may be
designated as an incentive stock option, unless such Option provides an
exercise price equal to at least one hundred ten percent (110%) of the
Market Value of the Common Stock, and the exercise of the Option after
the expiration of five years from the date of grant of the Option is prohibited
by its terms.

5.6       
Limits on Exercisability.  Options shall be exercisable
for such periods as may be fixed by the Committee. Options intended to
qualify as incentive stock options shall have terms not to exceed ten years
from the grant date. The Committee may in its discretion require a Participant
to continue service with the Company and its Subsidiaries for a certain
length of time prior to an Option becoming exercisable and may eliminate
such delayed vesting provisions. The Committee may also vary, among Participants
and among Options granted to the same Participant, any and all of the terms
and conditions of Options granted under the Plan.

5.7       
  Transferability.



| | (a)        
      General. Unless the Committee otherwise consents or unless the terms
      of the Option agreement provide otherwise, no Option granted under the Plan
      may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
      other than by will or by the laws of descent and distribution.                 | 
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| | (b)        
      Other Restrictions. The Committee may impose such restrictions
      on any shares of Common Stock acquired pursuant to the exercise of an Option
      under the Plan as it deems advisable, including, without limitation, restrictions
      intended to assure compliance with applicable federal or state securities
      laws. | 

5.8       
  Termination of Employment or Directorship.

| | (a)        
      General. If a Participant ceases to be employed by or a director
      of the Company or one of its Subsidiaries for any reason other than the
      Participant's death, Total Disability, termination for cause, or any additional
      provision as determined by the Committee, the Participant may exercise an
      Option for a period of 90 days after such termination of employment or directorship,
      but only to the extent the Participant was entitled to exercise the Option
      on the date of termination and would be entitled to exercise the Option
      if employed at the date of exercise, unless the Committee otherwise consents
      or the terms of the Option agreement provide otherwise. For purposes of
      the Plan, the following shall not be deemed a termination of employment:
      (i) a transfer of employment among the Company and its Subsidiaries; (ii)
      a leave of absence, duly authorized in writing by the Company, for military
      service or for any other purpose approved by the Company if the period of
      such leave does not exceed 90 days; (iii) a leave of absence in excess of
      90 days, duly authorized in writing by the Company, provided the employee's
      right to reemployment is guaranteed either by statute or contract; or (iv)
      a termination of | 
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| | employment with continued service as an officer or director.
      For purposes of the Plan, termination of employment shall be considered
      to occur on the date on which the employee is no longer obligated to perform
      services for the Company or any of its Subsidiaries and the employee's right
      to reemployment is not guaranteed either by statute or contract, regardless
      of whether the employee continues to receive compensation from the Company
      or any of its Subsidiaries after such date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
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| | (b)        
      Death. If a Participant dies either while an employee or director
      of the Company or one of its Subsidiaries, or dies after termination of
      employment or directorship other than for cause and other than as a result
      of voluntary termination but during the time when the Participant could
      have exercised an Option under the Plan, the Option issued to such Participant
      shall be exercisable by the personal representative of such Participant
      or other successor to the interest of the Participant for a period of one
      year after the Participant's death, but only to the extent that the Participant
      was entitled to exercise the Option on the date of death or termination
      of employment or directorship, whichever first occurred, and would be entitled
      to exercise the Option if employed at the date of exercise, unless the Committee
      otherwise consents or the terms of the Option agreement provide otherwise.                                                                                                    | 
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| | (c)        
      Total Disability. If a Participant ceases to be an employee
      or a director of the Company or one of its Subsidiaries due to the Participant's
      Total Disability, the Participant may exercise an Option for a period of
      one year following such termination of employment, but only to the extent
      the Participant was entitled to exercise the Option on the date of such
      event, unless the Committee otherwise consents or the terms of the Option
      agreement provide otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
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| | (d)        
      Additional Provisions in Option Agreements.
      The Committee may, in its sole discretion, provide by resolution or by including
      provisions in any Option agreement entered into with a Participant that
      the Participant may exercise any outstanding options upon termination due
      to Early Retirement, Normal Retirement or Consensual Severance for a period
      of time after such termination as may be determined by the Committee, provided
      that (i) such period may not extend beyond the earlier of three (3) years
      after the date of termination or the date on which the Options expire by
      their terms, (ii) the Participant may exercise the Option only to the extent
      the Participant was entitled to exercise the Option on the date of termination,
      and (iii) the Participant shall have no further right to exercise any Options
      after termination due to Early Retirement, Normal Retirement or Consensual
      Severance if the Committee determines the Participant has entered into Competition
      with the Company. | 
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| | (e)        
      Voluntary Termination. Except as provided in Section 5.8(d),
      if a Participant voluntarily terminates employment with the Company or one
      of its Subsidiaries, the Participant shall have no further right to exercise
      any Option previously granted him, unless the terms of the Option Agreement
      provide otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
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| | (f)        
      Termination for Cause. If a Participant is terminated
      for cause, the Participant shall have no further right to exercise any outstanding
      unexercised Option issued under the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
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| | (g)        
      Suspension of Exercisability. If the Participant receives
      notice from the Company that the Participant may be terminated for cause,
      the Participant shall have no right to exercise any Options previously granted
      for a period of sixty days from the receipt of such notice. If the Participant
      is terminated for cause within such sixty-day period, the Participant shall
      have no further right to exercise any Option previously granted. If the
      Participant is not terminated for cause within the sixty-day period, the
      provisions of the Option agreement and the Plan shall continue to apply
      to the exercisability of the Participant's Options. | 
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Restricted Stock

6.1       
Grant. A Participant may be granted Restricted Stock under the Plan.
Restricted Stock shall be subject to such terms and conditions, consistent
with the other provisions of the Plan, as shall be determined by the Committee
in its sole discretion. Restricted Stock shall be awarded on the condition
that the Participant remain in the employ of the Company or one of its
Subsidiaries during the Restricted Period. Such condition shall have no
effect on the right of the Company or any Subsidiary to terminate the Participant's
employment at any time. No payment is required from a Participant for an
award of Restricted Stock.

6.2       
Restricted Stock Agreements. Each award of Restricted
Stock shall be evidenced by a Restricted Stock agreement containing such
terms and conditions, consistent with the provisions of the Plan, as the
Committee from time to time determines.

6.3       
  Termination of Employment or Directorship.



| | (a)        
      General. If a Participant ceases to be employed by or a director
      of the Company or one of its Subsidiaries for any reason other than the
      Participant's death, Total Disability, or any other additional provisions
      as determined by the Committee pursuant to Section 6.3(c), then any shares
      of Restricted Stock still subject to restrictions on the date of such termination
      shall automatically be forfeited and returned to the Company. For purposes
      of the Plan, the following shall not be deemed a termination of employment:
      (i) a transfer of employment among the Company and its Subsidiaries; (ii)
      a leave of absence, duly authorized in writing by the Company, for military
      service or for any other purpose approved by the Company if the period of
      such leave does not exceed 90 days; (iii) a leave of absence in excess of
      90 days, duly authorized in writing by the Company, provided the employee's
      right to reemployment is guaranteed either by statute or contract; or (iv)
      a termination of employment with continued service as an officer or director.
      For purposes of the Plan, termination of employment shall be considered
      to occur on the date on which the employee is no longer obligated to perform
      services for the Company or any of its Subsidiaries and the employee's right
      to reemployment is not guaranteed either by statute or contract, regardless
      of whether the employee continues to receive compensation from the Company
      or any of its Subsidiaries after such date. | 
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| | (b)        
      Death or Total Disability. Unless the terms
      of the Restricted Stock agreement or grant provide otherwise, in the event
      a Participant terminates employment or directorship with the Company or
      one of its Subsidiaries because of death or Total Disability during the
      Restricted Period, the restrictions applicable to the shares of Restricted
      Stock shall automatically terminate and the Restricted Stock shall vest
      as of the date of termination. | 
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| | (c)        
      Additional Provisions as Determined by
      Committee. The Committee may, in its sole discretion, provide provisions
      in any Restricted Stock agreement permitting, or by resolution approve,
      vesting of all or part of any Restricted Stock awarded to a Participant
      upon termination due to Early Retirement, Normal Retirement, Consensual
      Severance or a Change in Control.                                                                                      | 

6.4       
  Restrictions on Transferability.



| | (a)        
      General. Unless the Committee otherwise consents or unless the terms
      of the Restricted Stock agreement provide otherwise, shares of Restricted
      Stock shall not be sold, exchanged, transferred, pledged or otherwise disposed
      of by a Participant during the Restricted Period other than to the Company
      pursuant to subsection 6.3 or 6.4(b) or by will or the laws of descent and
      distribution.                                                                          | 
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| | (b)        
      Surrender to the Company. If any sale, exchange,
      transfer, pledge or other disposition, voluntary or involuntary, of Restricted
      Stock that has not vested shall be made or attempted during the Restricted
      Period, except as provided above in subsections 6.3 and 6.4(a), the Participant's
      right to the Restricted Stock shall immediately cease and terminate, and
      the Participant shall promptly forfeit and surrender to the Company all
      such Restricted Stock. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | (c)        
      Other Restrictions. The Committee may impose other restrictions
      on any Restricted Stock as the Committee deems advisable.                                                                                                                                                                                                                                                                                                                                                                          | 

6.5       
Rights as a Shareholder. During the Restricted Period,
a Participant shall have all rights of a stockholder with respect to his Restricted
Stock, including (a) the right to vote any shares at shareholders' meetings; (b)
the right to receive, without restriction, all cash dividends paid with respect
to such Restricted Stock; and (c) the right to participate with respect to such
Restricted Stock in any stock dividend, stock split, recapitalization or other
adjustment in the Common Stock of the Company or any merger, consolidation or
other reorganization involving an increase or decrease or adjustment in the Common
Stock of the Company. Any new, additional or different shares or other security
received by the Participant pursuant to any such stock dividend, stock split,
recapitalization or reorganization shall be subject to the same terms, conditions
and restrictions as those relating to the Restricted Stock for which such shares
were received.

6.6       
  Deposit of Certificates; Legending of Restricted
  Stock.



| | (a)        
      Deposit of Certificates. Any certificates evidencing
      shares of Restricted Stock awarded pursuant to the Plan shall be registered
      in the name of the relevant Participant and deposited, together with a stock
      power endorsed in blank, with the | 
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| | Company. In the discretion of the Committee,
      any such certificates may be deposited in a bank designated by the Committee
      or delivered to the Participant. Certificates for shares of Restricted Stock
      that have vested shall be delivered to the Participant upon request within
      a reasonable period of time. The Participant shall sign all documents necessary
      or appropriate to facilitate such delivery. | 
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (b)        
	    Legend. Any certificates evidencing shares of Restricted Stock
	    awarded pursuant to the Plan shall bear the following legend:                                                                                                                                                                                                                                                                                          | 



| | This certificate is held subject to the terms and conditions
      contained in a restricted stock agreement that includes a prohibition against
      the sale or transfer of the stock represented by this certificate except
      in compliance with that agreement, and that provides for forfeiture upon
      certain events. A copy of that agreement is on file in the office of the
      Corporation. | 
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6.7       
Resale. The Participant shall agree not to resell or redistribute
such Restricted Stock after the Restricted Period except upon such conditions
as the Company may reasonably specify to ensure compliance with federal
and state securities laws.

Tax Benefit Rights

7.1       
Grant. A Participant may be granted Tax Benefit Rights under the
Plan to encourage a Participant to exercise Options and provide certain
tax benefits to the Company. A Tax Benefit Right entitles a Participant
to receive from the Company or a Subsidiary a cash payment not to exceed
the amount calculated by multiplying the ordinary income, if any, realized
by the Participant for federal tax purposes as a result of the exercise
of a non-qualified stock option, or the disqualifying disposition of shares
acquired under an incentive stock option, by the maximum federal income
tax rate (including any surtax or similar charge or assessment) for corporations,
plus any other applicable state and local tax against which the Company
is entitled to a deduction or credit by reason of exercise of the Option
or the disqualifying disposition.

7.2       
Restrictions. A Tax Benefit Right may be granted only with respect
to an Option issued and outstanding or to be issued under the Plan or any
other Plan of the Company or its Subsidiaries that has been approved by
the shareholders as of the effective date of the Plan and may be granted
concurrently with or after the grant of the Option. Such rights with respect
to outstanding Options shall be issued only with the consent of the Participant
if the effect would be to disqualify an incentive stock option, change
the date of grant or the exercise price, or otherwise impair the Participant's
existing Options.

7.3       
Terms and Conditions. The Committee shall determine
the terms and conditions of any Tax Benefit Rights granted and the Participants
to whom such rights will be granted with respect to Options under the Plan
or any other plan of the Company and those terms and conditions shall be
set forth in written agreements. The Committee may amend, cancel, limit
the term of, or limit the amount payable under a Tax Benefit Right at any
time prior to the exercise of the related stock option, unless otherwise
provided under the terms of the Tax Benefit Right. The net amount of a
Tax Benefit Right, subject to

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Change in Control

Without in any way limiting
the Committee's discretion, the Committee may include in any Incentive
Award provisions for acceleration of any vesting or other similar requirements
or for the elimination of any restrictions upon Incentive Awards upon a
Change in Control of the Company. The Committee may also include provisions
for Participants to receive cash in lieu of outstanding Options upon a
Change in Control of the Company.

General Provisions

9.1       
No Rights to Awards. No Participant or other
person shall have any claim to be granted any Incentive Award, and there
is no obligation of uniformity of treatment of employees, Participants
or holders or beneficiaries of Incentive Awards. The terms and conditions
of the Incentive Awards of the same type and the determination of the Committee
to grant a waiver or modification of any Incentive Award and the terms
and conditions thereof need not be the same with respect to each Participant.

9.2       
Withholding. The Company or a Subsidiary shall be entitled to (a)
withhold and deduct from future wages of a Participant (or from other amounts
that may be due and owing to a Participant from the Company or a Subsidiary),
or make other arrangements for the collection of, all amounts deemed necessary
to satisfy any and all federal, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without
limitation, the grant, exercise or vesting of, or payment of dividends
with respect to, an Incentive Award or a disqualifying disposition of Common
Stock received upon exercise of an incentive stock option; or (b) require
a Participant promptly to remit the amount of such withholding to the Company
before taking any action with respect to an Incentive Award. Unless the
Committee determines otherwise, withholding may be satisfied by withholding
Common Stock to be received upon exercise or by delivery to the Company
of previously owned Common Stock.

9.3       
Compliance With Laws; Listing and Registration
of Shares. All Incentive Awards granted under the Plan (and
all issuances of Common Stock or other securities under the Plan) shall
be subject to applicable laws, rules and regulations, and to the requirement
that if at any time the Committee determines, in its sole discretion, that
the listing, registration or qualification of the shares covered thereby
upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such
Incentive Award or the issue or purchase of shares thereunder, such Incentive
Award may not be exercised in whole or in part, or the restrictions on
such Incentive Award shall not lapse, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.

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9.4       
No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company or any Subsidiary
from adopting or continuing in effect other or additional compensation
arrangements, including the grant of options and other stock-based awards,
and such arrangements may be either generally applicable or applicable
only in specific cases.

9.5       
No Right to Employment. The grant of an Incentive
Award shall not be construed as giving a Participant the right to be retained
in the employ or directorship of the Company or any Subsidiary. The Company
or any Subsidiary may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any written agreement with a Participant.

9.6       
Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Michigan and applicable federal
law.

9.7       
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.

Effective Date and Duration of the
Plan

This Plan shall take effect
December 9, 1997 and shall be submitted to the Company's shareholders for
approval. Unless earlier terminated by the Board of Directors, no Incentive
Award shall be granted under this Plan after December 8, 2007.

Termination and Amendment

The Board may terminate the
Plan at any time, or may from time to time amend the Plan, provided that
no such amendment may impair any outstanding Incentive Award without the
consent of the Participant, except according to the terms of the Incentive
Award. No termination, amendment or modification of the Plan shall become
effective with respect to any Incentive Award previously granted under
the Plan without the prior written consent of the Participant holding such
Incentive Award unless such amendment or modification operates solely to
the benefit of the Participant.

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