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                                                                    EXHIBIT 10.B



                                MASCO CORPORATION
                       1991 LONG TERM STOCK INCENTIVE PLAN
                    (Amended and Restated February 10, 2004)

SECTION 1.  PURPOSES

     The purposes of the 1991 Long Term Stock Incentive Plan (the "Plan") are to
encourage selected employees of and consultants to Masco Corporation (the
"Company") and its Affiliates to acquire a proprietary interest in the Company
in order to create an increased incentive to contribute to the Company's future
success and prosperity, and enhance the ability of the Company and its
Affiliates to attract and retain exceptionally qualified individuals upon whom
the sustained progress, growth and profitability of the Company depend, thus
enhancing the value of the Company for the benefit of its stockholders.

SECTION 2.  DEFINITIONS

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean any entity in which the Company's direct or
indirect equity interest is at least twenty percent, and any other entity in
which the Company has a significant direct or indirect equity interest, whether
more or less than twenty percent, as determined by the Committee.

     (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.

     (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (e) "Committee" shall mean a committee of the Company's directors
designated by the Board of Directors to administer the Plan and composed of not
less than two directors, each of whom is a "non-employee director" within the
meaning of Rule 16b-3.

     (f) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the Plan.

     (g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (h) "Incentive Stock Option" shall mean an Option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code, or any successor provision thereto.

     (i) "Non-Qualified Stock Option" shall mean an Option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.

     (j) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     (k) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.

     (l) "Participant" shall mean an employee of or consultant to the Company or
any Affiliate or a director of the Company designated to be granted an Award
under the Plan.

     (m) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.


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     (n) "Prior Plans" shall mean the Company's 1988 Restricted Stock Incentive
Plan and 1988 Stock Option Plan.

     (o) "Restricted Period" shall mean the period of time during which Awards
of Restricted Stock or Restricted Stock Units are subject to restrictions.

     (p) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.

     (q) "Restricted Stock Unit" shall mean any right granted under Section 6(c)
of the Plan that is denominated in Shares.

     (r) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act, or any successor rule or regulation.

     (s) "Section 16" shall mean Section 16 of the Exchange Act, the rules and
regulations promulgated by the Securities and Exchange Commission thereunder, or
any successor provision, rule or regulation.

     (t) "Shares" shall mean the Company's common stock, par value $1.00 per
share, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(c) of the Plan.

     (u) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.

SECTION 3.  ADMINISTRATION

     The Committee shall administer the Plan, and subject to the terms of the
Plan and applicable law, the Committee's authority shall include without
limitation the power to:

              (i) designate Participants;

              (ii) determine the types of Awards to be granted;

              (iii) determine the number of Shares to be covered by Awards and
         any payments, rights or other matters to be calculated in connection
         therewith;

              (iv) determine the terms and conditions of Awards and amend the
         terms and conditions of outstanding Awards;

              (v) determine how, whether, to what extent, and under what
         circumstances Awards may be settled or exercised in cash, Shares, other
         securities, other Awards or other property, or canceled, forfeited or
         suspended;

              (vi) determine how, whether, to what extent, and under what
         circumstances cash, Shares, other securities, other Awards, other
         property and other amounts payable with respect to an Award shall be
         deferred either automatically or at the election of the holder thereof
         or of the Committee;

              (vii) determine the methods or procedures for establishing the
         fair market value of any property (including, without limitation, any
         Shares or other securities) transferred, exchanged, given or received
         with respect to the Plan or any Award;

              (viii) prescribe and amend the forms of Award Agreements and other
         instruments required under or advisable with respect to the Plan;




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              (ix) designate Options granted to key employees of the Company or
         its subsidiaries as Incentive Stock Options;

              (x) interpret and administer the Plan, Award Agreements, Awards
         and any contract, document, instrument or agreement relating thereto;

              (xi) establish, amend, suspend or waive such rules and regulations
         and appoint such agents as it shall deem appropriate for the
         administration of the Plan;

              (xii) decide all questions and settle all controversies and
         disputes which may arise in connection with the Plan, Award Agreements
         and Awards;

              (xiii) delegate to directors of the Company the authority to
         designate Participants and grant Awards, and to amend Awards granted to
         Participants;

              (xiv) make any other determination and take any other action that
         the Committee deems necessary or desirable for the interpretation,
         application and administration of the Plan, Award Agreements and
         Awards.

     All designations, determinations, interpretations and other decisions under
or with respect to the Plan, Award Agreements or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all persons, including the Company, Affiliates,
Participants, beneficiaries of Awards and stockholders of the Company.

SECTION 4.  SHARES AVAILABLE FOR AWARDS

     (a) Shares Available.  Subject to adjustment as provided in Section 4(c):

         The maximum number of Shares available for issuance in respect of
Awards made under the Plan on or after May 17, 2000 shall be 20,000,000 Shares
plus up to an additional 20,000,000 Shares to the extent Shares are acquired by
the Company, including Shares purchased in the open market, on or after May 17,
2000 in connection with awards made under the Plan, provided, however, that in
the event (i) an Award in respect of Shares under the Plan or the Prior Plans is
settled for cash or expires or is terminated unexercised as to any Shares
covered thereby, (ii) any Award under the Plan or the Prior Plans in respect of
shares is cancelled or forfeited for any reason without the delivery of Shares,
(iii) any Option or other Award granted is exercised through the surrender of
Shares, or (iv) tax obligations are satisfied through the surrender or
withholding of Shares, the number of Shares available for issuance in respect of
Awards under the Plan shall be increased by the number of Shares not delivered
in connection with any such Award or so surrendered or withheld. Not more than
20,000,000 shares may be awarded as incentive stock options on or after May 17,
2000. Subject to the foregoing, Shares may be made available from the authorized
but unissued Shares of the Company or from Shares reacquired by the Company,
including but not limited to Shares purchased in the open market.

     (b) Individual Stock-Based Awards. Subject to adjustment as provided in
Section 4(c), no Participant may receive Options or Stock Appreciation Rights
under the Plan in any calendar year that relate to more than 4,000,000 Shares in
the aggregate; provided, however, that such number may be increased with respect
to any Participant by any Shares available for grant to such Participant in
accordance with this Paragraph 4(b) in any prior years that were not granted in
such prior year beginning on or after January 1, 2000. No provision of this
Paragraph 4(b) shall be construed as limiting the amount of any other
stock-based or cash-based Award which may be granted to any Participant.

     (c) Adjustments. Upon the occurrence of any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
change in the capital or shares of capital stock, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,


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combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or extraordinary transaction or event which affects
the Shares, then the Committee shall have the authority to make such adjustment,
if any, in such manner as it deems appropriate, in (i) the number and type of
Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) outstanding Awards including without limitation the
number and type of Shares (or other securities or property) subject thereto, and
(iii) the grant, purchase or exercise price with respect to outstanding Awards
and, if deemed appropriate, make provision for cash payments to the holders of
outstanding Awards; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.

SECTION 5.  ELIGIBILITY

     Any employee of or consultant to the Company or any Affiliate, or any
director of the Company, is eligible to be designated a Participant.

SECTION 6.  AWARDS

     (a)  Options. The Committee is authorized to grant Options to Participants.

              (i) Committee Determinations. Subject to the terms of the Plan,
         the Committee shall determine:

                  (A) the purchase price per Share under each Option, provided,
              however, that such price shall be not less than 100% of the fair
              market value of the Shares underlying such Option on the date of
              grant;

                  (B) the term of each Option; and

                  (C) the time or times at which an Option may be exercised, in
              whole or in part, the method or methods by which and the form or
              forms (including, without limitation, cash, Shares, other Awards
              or other property, or any combination thereof, having a fair
              market value on the exercise date equal to the relevant exercise
              price) in which payment of the exercise price with respect thereto
              may be made or deemed to have been made. The terms of any
              Incentive Stock Option granted under the Plan shall comply in all
              respects with the provisions of Section 422 of the Code, or any
              successor provision thereto, and any regulations promulgated
              thereunder.

         Subject to the terms of the Plan, the Committee may impose such
conditions or restrictions on any Option as it deems appropriate.

              (ii) Other Terms.  Unless otherwise determined by the Committee:

                  (A) A Participant electing to exercise an Option shall give
              written notice to the Company, as may be specified by the
              Committee, of exercise of the Option and the number of Shares
              elected for exercise, such notice to be accompanied by such
              instruments or documents as may be required by the Committee, and
              shall tender the purchase price of the Shares elected for
              exercise.

                  (B) At the time of exercise of an Option payment in full in
              cash or in Shares (that have been held by the Participant for at
              least six months) or any combination thereof, at the option of the
              Participant, shall be made for all Shares then being purchased.



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                  (C) The Company shall not be obligated to issue any Shares
              unless and until:

                           (I) if the class of Shares at the time is listed upon
                  any stock exchange, the Shares to be issued have been listed,
                  or authorized to be added to the list upon official notice of
                  issuance, upon such exchange, and

                           (II) in the opinion of the Company's counsel there
                  has been compliance with applicable law in connection with the
                  issuance and delivery of Shares and such issuance shall have
                  been approved by the Company's counsel.

         Without limiting the generality of the foregoing, the Company may
require from the Participant such investment representation or such agreement,
if any, as the Company's counsel may consider necessary in order to comply with
the Securities Act of 1933 as then in effect, and may require that the
Participant agree that any sale of the Shares will be made only in such manner
as shall be in accordance with law and that the Participant will notify the
Company of any intent to make any disposition of the Shares whether by sale,
gift or otherwise. The Participant shall take any action reasonably requested by
the Company in such connection. A Participant shall have the rights of a
stockholder only as and when Shares have been actually issued to the Participant
pursuant to the Plan.

                  (D) If the employment of or consulting arrangement with a
              Participant terminates for any reason (including termination by
              reason of the fact that an entity is no longer an Affiliate) other
              than the Participant's death, the Participant may thereafter
              exercise the Option as provided below, except that the Committee
              may terminate the unexercised portion of the Option concurrently
              with or at any time following termination of the employment or
              consulting arrangement (including termination of employment upon a
              change of status from employee to consultant) if it shall
              determine that the Participant has engaged in any activity
              detrimental to the interests of the Company or an Affiliate. If
              such termination is voluntary on the part of the Participant
              (other than retirement on or after normal retirement date), the
              Option may be exercised only within ten days after the date of
              termination. If such termination is involuntary on the part of the
              Participant, the Option may be exercised within three months after
              the date of termination. If an employee retires on or after normal
              retirement date or if the employment or consulting relationship is
              terminated by reason of permanent and total disability, Options
              shall continue to become exercisable and shall remain exercisable
              in accordance with their terms and the provisions of this Plan.
              Unless the Committee determines otherwise, a change in a
              Participant's status from employee to consultant shall be
              considered a voluntary termination of employment as to any Option
              granted on or after September 13, 2000 (other than restoration
              Options granted with respect to Options granted prior to September
              13, 2000). For purposes of this Paragraph (D), a Participant's
              employment or consulting arrangement shall not be considered
              terminated (i) in the case of approved sick leave or other bona
              fide leave of absence (not to exceed one year), (ii) in the case
              of a transfer of employment or the consulting arrangement among
              the Company and Affiliates, or (iii) by virtue of a change of
              status from employee to consultant or from consultant to employee,
              except as provided above.

                  (E) If a Participant dies, all unexercisable installments of
              the Option shall thereupon become exercisable and, at any time or
              times within one year after death such Option may be exercised, as
              to all or any unexercised portion of the Option. The Company may
              decline to deliver Shares to a designated beneficiary until it
              receives indemnity against claims of third parties satisfactory to
              the Company. Except as so exercised such Option shall expire at
              the end of such period.

                  (F) Except as provided above, an Option may be exercised only
              if and to the extent such Option was exercisable at the date of
              termination of employment or the consulting



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              arrangement, and an Option may not be exercised at a time when the
              Option would not have been exercisable had the employment or
              consulting arrangement continued.

                  (G) The foregoing provisions of clauses (ii)(D) and (ii)(E)
              with respect to death, disability and retirement shall apply to
              all outstanding Options granted prior to September 13, 2000 other
              than substitute Options granted in replacement of options issued
              by a company prior to its acquisition by the Company.

              (iii) Restoration Options. The Committee may grant a Participant
         the right to receive a restoration Option with respect to an Option or
         any other stock option granted by the Company. Unless the Committee
         shall otherwise determine, a restoration Option shall provide that the
         underlying option must be exercised while the Participant is an
         employee of or, with respect to Options granted prior to September 13,
         2000, a consultant to the Company or an Affiliate and the number of
         Shares which are subject to a restoration Option shall not exceed the
         number of whole Shares exchanged in payment for the exercise of the
         original option.

     (b) Stock Appreciation Rights. The Committee is authorized to grant Stock
         Appreciation Rights to Participants. Subject to the terms of the Plan,
         a Stock Appreciation Right granted under the Plan shall confer on the
         holder thereof a right to receive, upon exercise thereof, the excess of
         (i) the fair market value of one Share on the date of exercise or, if
         the Committee shall so determine in the case of any such right other
         than one related to any Incentive Stock Option, at any time during a
         specified period before or after the date of exercise over (ii) the
         grant price of the right as specified by the Committee. Subject to the
         terms of the Plan, the Committee shall determine the grant price, term,
         methods of exercise and settlement and any other terms and conditions
         of any Stock Appreciation Right and may impose such conditions or
         restrictions on the exercise of any Stock Appreciation Right as it may
         deem appropriate.

     (c) Restricted Stock and Restricted Stock Units.

              (i) Issuance. The Committee is authorized to grant to Participants
         Awards of Restricted Stock, which shall consist of Shares, and
         Restricted Stock Units which shall give the Participant the right to
         receive cash, other securities, other Awards or other property, in each
         case subject to the termination of the Restricted Period determined by
         the Committee.

              (ii) Restrictions. The Restricted Period may differ among
         Participants and may have different expiration dates with respect to
         portions of Shares covered by the same Award. Subject to the terms of
         the Plan, Awards of Restricted Stock and Restricted Stock Units shall
         have such restrictions as the Committee may impose (including, without
         limitation, limitations on the right to vote Restricted Stock or the
         right to receive any dividend or other right or property), which
         restrictions may lapse separately or in combination at such time or
         times, in installments or otherwise. Unless the Committee shall
         otherwise determine, any Shares or other securities distributed with
         respect to Restricted Stock or which a Participant is otherwise
         entitled to receive by reason of such Shares shall be subject to the
         restrictions contained in the applicable Award Agreement. Subject to
         the aforementioned restrictions and the provisions of the Plan,
         Participants shall have all of the rights of a stockholder with respect
         to Shares of Restricted Stock.

              (iii) Registration. Restricted Stock granted under the Plan may be
         evidenced in such manner as the Committee may deem appropriate,
         including, without limitation, book-entry registration or issuance of
         stock certificates.

              (iv) Forfeiture. Except as otherwise determined by the Committee:

                  (A) If the employment of or consulting arrangement with a
              Participant terminates for any reason (including termination by
              reason of the fact that any entity is no longer an



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              Affiliate), other than the Participant's death or permanent and
              total disability or, in the case of an employee, retirement on or
              after normal retirement date, all Shares of Restricted Stock
              theretofore awarded to the Participant which are still subject to
              restrictions shall upon such termination of employment or the
              consulting relationship be forfeited and transferred back to the
              Company. Unless the Committee determines otherwise, a change in a
              Participant's status from employee to consultant shall be
              considered a termination of employment as to any Award of
              Restricted Stock granted on or after September 13, 2000.
              Notwithstanding the foregoing or Paragraph (C) below, if a
              Participant continues to hold an Award of Restricted Stock
              following termination of the employment or consulting arrangement
              (including retirement), the Shares of Restricted Stock which
              remain subject to restrictions shall nonetheless be forfeited and
              transferred back to the Company if the Committee at any time
              thereafter determines that the Participant has engaged in any
              activity detrimental to the interests of the Company or an
              Affiliate. For purposes of this Paragraph (A), a Participant's
              employment or consulting arrangement shall not be considered
              terminated (i) in the case of approved sick leave or other bona
              fide leave of absence (not to exceed one year), (ii) in the case
              of a transfer of employment or the consulting arrangement among
              the Company and Affiliates, or (iii) by virtue of a change of
              status from employee to consultant or from consultant to employee,
              except as provided above.

                  (B) If a Participant ceases to be employed or retained by the
              Company or an Affiliate by reason of death or permanent and total
              disability or if following retirement a Participant continues to
              have rights under an Award of Restricted Stock and thereafter
              dies, the restrictions contained in the Award shall lapse with
              respect to such Restricted Stock.

                  (C) If an employee ceases to be employed by the Company or an
              Affiliate by reason of retirement on or after normal retirement
              date, the restrictions contained in the Award of Restricted Stock
              shall continue to lapse in the same manner as though employment
              had not terminated.

                  (D) At the expiration of the Restricted Period as to Shares
              covered by an Award of Restricted Stock, the Company shall deliver
              the Shares as to which the Restricted Period has expired, as
              follows:

                      (1) if an assignment to a trust has been made in
                  accordance with Section 6(g)(iv)(B)(2)(c), to such trust; or

                      (2) if the Restricted Period has expired by reason of
                  death and a beneficiary has been designated in form approved
                  by the Company, to the beneficiary so designated; or

                      (3) in all other cases, to the Participant or the legal
                  representative of the Participant's estate.

     (d) Performance Awards. The Committee is authorized to grant Performance
Awards to Participants. Subject to the terms of the Plan, a Performance Award
granted under the Plan (i) may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock), other securities, other
Awards, or other property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee and payable to, or exercisable by, the
holder of the Performance Award, in whole or in part, upon the achievement of
such performance goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan, the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award granted, the amount of any payment or
transfer to be made pursuant to any Performance Award and other terms and
conditions shall be determined by the Committee.



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      (e) Dividend Equivalents. The Committee is authorized to grant to
Participants Awards under which the holders thereof shall be entitled to receive
payments equivalent to dividends or interest with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.

      (f) Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to or otherwise based on or related to Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants to persons who are subject to Section 16
must comply with the provisions of Rule 16b-3. Subject to the terms of the Plan,
the Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards or other property or any
combination thereof, as the Committee shall determine.

      (g) General.

         (i) No Cash Consideration for Awards. Awards may be granted for no
     cash consideration or for such minimal cash consideration as may be
     required by applicable law.

         (ii) Awards May Be Granted Separately or Together. Awards may, in the
     discretion of the Committee, be granted either alone or in addition to, in
     tandem with or in substitution for any other Award or any award granted
     under any other plan of the Company or any Affiliate. Awards granted in
     addition to or in tandem with other Awards or in addition to or in tandem
     with awards granted under another plan of the Company or any Affiliate, may
     be granted either at the same time as or at a different time from the grant
     of such other Awards or awards.

         (iii) Forms of Payment Under Awards. Subject to the terms of the Plan
     and of any applicable Award Agreement, payments or transfers to be made by
     the Company or an Affiliate upon the grant, exercise, or payment of an
     Award may be made in such form or forms as the Committee shall determine,
     including, without limitation, cash, Shares, other securities, other
     Awards, or other property, or any combination thereof, and may be made in a
     single payment or transfer, in installments, or on a deferred basis, in
     each case in accordance with rules and procedures established by the
     Committee. Such rules and procedures may include, without limitation,
     provisions for the payment or crediting of reasonable interest on
     installment or deferred payments or the grant or crediting of Dividend
     Equivalents in respect of installment or deferred payments.

         (iv) Limits on Transfer of Awards.

                  (A) Except as the Committee may otherwise determine, no Award
              or right under any Award may be sold, encumbered, pledged,
              alienated, attached, assigned or transferred in any manner and any
              attempt to do any of the foregoing shall be void and unenforceable
              against the Company.

                  (B) Notwithstanding the provisions of Paragraph (A) above:

                      (1) An Option may be transferred:

                           (a) to a beneficiary designated by the Participant in
                      writing on a form approved by the Committee;


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                           (b) by will or the applicable laws of descent and
                      distribution to the personal representative, executor or
                      administrator of the Participant's estate; or

                           (c) to a revocable grantor trust established by the
                      Participant for the sole benefit of the Participant during
                      the Participant's life, and under the terms of which the
                      Participant is and remains the sole trustee until death or
                      physical or mental incapacity. Such assignment shall be
                      effected by a written instrument in form and content
                      satisfactory to the Committee, and the Participant shall
                      deliver to the Committee a true copy of the agreement or
                      other document evidencing such trust. If in the judgment
                      of the Committee the trust to which a Participant may
                      attempt to assign rights under such an Award does not meet
                      the criteria of a trust to which an assignment is
                      permitted by the terms hereof, or if after assignment,
                      because of amendment, by force of law or any other reason
                      such trust no longer meets such criteria, such attempted
                      assignment shall be void and may be disregarded by the
                      Committee and the Company and all rights to any such
                      Options shall revert to and remain solely in the
                      Participant. Notwithstanding a qualified assignment, the
                      Participant, and not the trust to which rights under such
                      an Option may be as signed, for the purpose of determining
                      compensation arising by reason of the Option shall
                      continue to be considered an employee or consultant, as
                      the case may be, of the Company or an Affiliate, but such
                      trust and the Participant shall be bound by all of the
                      terms and conditions of the Award Agreement and this Plan.
                      Shares issued in the name of and delivered to such trust
                      shall be conclusively considered issuance and delivery to
                      the Participant.

                  (2) A Participant may assign or transfer rights under an Award
              of Restricted Stock or Restricted Stock Units:

                           (a) to a beneficiary designated by the Participant in
                   writing on a form approved by the Committee;

                           (b) by will or the applicable laws of descent and
                   distribution to the personal representative, executor or
                   administrator of the Participant's estate; or

                           (c) to a revocable grantor trust established by the
                   Participant for the sole benefit of the Participant during
                   the Participant's life, and under the terms of which the
                   Participant is and remains the sole trustee until death or
                   physical or mental incapacity. Such assignment shall be
                   effected by a written instrument in form and content
                   satisfactory to the Committee, and the Participant shall
                   deliver to the Committee a true copy of the agreement or
                   other document evidencing such trust. If in the judgment of
                   the Committee the trust to which a Participant may attempt to
                   assign rights under such an Award does not meet the criteria
                   of a trust to which an assignment is permitted by the terms
                   hereof, or if after assignment, because of amendment, by
                   force of law or any other reason such trust no longer meets
                   such criteria, such attempted assignment shall be void and
                   may be disregarded by the Committee and the Company and all
                   rights to any such Awards shall revert to and remain solely
                   in the Participant. Notwithstanding a qualified assignment,
                   the Participant, and not the trust to which rights under such
                   an Award may be assigned, for the purpose of determining
                   compensation arising by reason of the Award shall continue to
                   be considered an employee or consultant, as the case may be,
                   of the Company or an Affiliate, but such trust and the
                   Participant shall be bound by all of the terms and conditions
                   of the Award Agreement and this Plan. Shares issued in the
                   name of and delivered to such trust shall be conclusively
                   considered issuance and delivery to the Participant.



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                   (3) The Committee shall not permit directors or officers of
              the Company for purposes of Section 16 to transfer or assign
              Awards except as permitted under Rule 16b-3.

              (C) The Committee, the Company and its officers, agents and
         employees may rely upon any beneficiary designation, assignment or
         other instrument of transfer, copies of trust agreements and any other
         documents delivered to them by or on behalf of the Participant which
         they believe genuine and any action taken by them in reliance thereon
         shall be conclusive and binding upon the Participant, the personal
         representatives of the Participant's estate and all persons asserting a
         claim based on an Award. The delivery by a Participant of a beneficiary
         designation, or an assignment of rights under an Award as permitted
         hereunder, shall constitute the Participant's irrevocable undertaking
         to hold the Committee, the Company and its officers, agents and
         employees harmless against claims, including any cost or expense
         incurred in defending against claims, of any person (including the
         Participant) which may be asserted or alleged to be based on an Award
         subject to a beneficiary designation or an assignment. In addition, the
         Company may decline to deliver Shares to a beneficiary until it
         receives indemnity against claims of third parties satisfactory to the
         Company.

      (v) Share Certificates. All certificates for Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which such
Shares or other securities are then listed and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.

     (vi) Change in Control.

              (A) Notwithstanding any of the provisions of this Plan or
         instruments evidencing Awards granted hereunder, upon a Change in
         Control of the Company (as hereinafter defined) the vesting of all
         rights of Participants under outstanding Awards shall be accelerated
         and all restrictions thereon shall terminate in order that Participants
         may fully realize the benefits thereunder. Such acceleration shall
         include, without limitation, the immediate exercisability in full of
         all Options and the termination of restrictions on Restricted Stock and
         Restricted Stock Units. Further, in addition to the Committee's
         authority set forth in Section 4(c), the Committee, as constituted
         before such Change in Control, is authorized, and has sole discretion,
         as to any Award, either at the time such Award is made hereunder or any
         time thereafter, to take any one or more of the following actions: (i)
         provide for the purchase of any such Award, upon the Participant's
         request, for an amount of cash equal to the amount that could have been
         attained upon the exercise of such Award or realization of the
         Participant's rights had such Award been currently exercisable or
         payable; (ii) make such adjustment to any such Award then outstanding
         as the Committee deems appropriate to reflect such Change in Control;
         and (iii) cause any such Award then outstanding to be assumed, or new
         rights substituted therefor, by the acquiring or surviving corporation
         after such Change in Control.

              (B) With respect to any Award granted hereunder prior to December
         6, 1995, a Change in Control shall occur if:

                  (1) any "person" or "group of persons" as such terms are used
              in Sections 13(d) and 14(d) of the Exchange Act, other than
              pursuant to a transaction or agreement previously approved by the
              Board of Directors of the Company, directly or indirectly
              purchases or otherwise becomes the "beneficial owner" (as defined
              in Rule 13d-3 under the Exchange Act) or has the right to acquire
              such beneficial ownership (whether or not such right is
              exercisable immediately, with the passage of time, or subject to
              any condition) of voting



<PAGE>

              securities representing 25 percent or more of the combined voting
              power of all outstanding voting securities of the Company; or

                  (2) during any period of twenty-four consecutive calendar
              months, the individuals who at the beginning of such period
              constitute the Company's Board of Directors, and any new directors
              whose election by such Board or nomination for election by
              stockholders was approved by a vote of at least two-thirds of the
              members of such Board who were either directors on such Board at
              the beginning of the period or whose election or nomination for
              election as directors was previously so approved, for any reason
              cease to constitute at least a majority of the members thereof.

              (C) Notwithstanding the provisions of subparagraph (B), with
         respect to Awards granted hereunder on or after December 6, 1995, a
         Change in Control shall occur only if the event described in this
         subparagraph (C) shall have occurred. With respect to any other Award
         granted prior thereto, a Change in Control shall occur if any of the
         events described in subparagraphs (B) or (C) shall have occurred,
         unless the holder of any such Award shall have consented to the
         application of this subparagraph (C) in lieu of the foregoing
         subparagraph (B). A Change in Control for purposes of this subparagraph
         (C) shall occur if, during any period of twenty-four consecutive
         calendar months, the individuals who at the beginning of such period
         constitute the Company's Board of Directors, and any new directors
         (other than Excluded Directors, as hereinafter defined), whose election
         by such Board or nomination for election by stockholders was approved
         by a vote of at least two-thirds of the members of such Board who were
         either directors on such Board at the beginning of the period or whose
         election or nomination for election as directors was previously so
         approved, for any reason cease to constitute at least a majority of the
         members thereof. For purposes hereof, "Excluded Directors" are
         directors whose election by the Board or approval by the Board for
         stockholder election occurred within one year of any "person" or "group
         of persons", as such terms are used in Sections 13(d) and 14(d) of the
         Exchange Act, commencing a tender offer for, or becoming the beneficial
         owner of, voting securities representing 25 percent or more of the
         combined voting power of all outstanding voting securities of the
         Company, other than pursuant to a tender offer approved by the Board
         prior to its commencement or pursuant to stock acquisitions approved by
         the Board prior to their representing 25 percent or more of such
         combined voting power.

              (D) (1) In the event that subsequent to a Change in Control it is
         determined that any payment or distribution by the Company to or for
         the benefit of a Participant, whether paid or payable or distributed or
         distributable pursuant to the terms of this Plan or otherwise, other
         than any payment pursuant to this subparagraph (D) (a "Payment"), would
         be subject to the excise tax imposed by Section 4999 of the Code or any
         interest or penalties with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then such Participant
         shall be entitled to receive from the Company, within 15 days following
         the determination described in (2) below, an additional payment
         ("Excise Tax Adjustment Payment") in an amount such that after payment
         by such Participant of all applicable Federal, state and local taxes
         (computed at the maximum marginal rates and including any interest or
         penalties imposed with respect to such taxes), including any Excise
         Tax, imposed upon the Excise Tax Adjustment Payment, such Participant
         retains an amount of the Excise Tax Adjustment Payment equal to the
         Excise Tax imposed upon the Payments.

                  (2) All determinations required to be made under this Section
         6(g)(vi)(D), including whether an Excise Tax Adjustment Payment is
         required and the amount of such Excise Tax Adjustment Payment, shall be
         made by PricewaterhouseCoopers LLP, or such other national accounting
         firm as the Company, or, subsequent to a Change in Control, the Company
         and the Participant jointly, may designate, for purposes of the Excise
         Tax, which shall provide detailed



<PAGE>

         supporting calculations to the Company and the affected Participant
         within 15 business days of the date of the applicable Payment. Except
         as hereinafter provided, any determination by PricewaterhouseCoopers
         LLP, or such other national accounting firm, shall be binding upon the
         Company and the Participant. As a result of the uncertainty in the
         application of Section 4999 of the Code that may exist at the time of
         the initial determination hereunder, it is possible that (x) certain
         Excise Tax Adjustment Payments will not have been made by the Company
         which should have been made (an "Underpayment"), or (y) certain Excise
         Tax Adjustment Payments will have been made which should not have been
         made (an "Overpayment"), consistent with the calculations required to
         be made hereunder. In the event of an Underpayment, such Underpayment
         shall be promptly paid by the Company to or for the benefit of the
         affected Participant. In the event that the Participant discovers that
         an Overpayment shall have occurred, the amount thereof shall be
         promptly repaid to the Company.

                  (3) This Section 6(g)(vi)(D) shall not apply to any Award (x)
         that was granted prior to February 17, 1993 and (y) the holder of which
         is an executive officer of the Company, as determined under the
         Exchange Act.

     (vii) Cash Settlement. Notwithstanding any provision of this Plan or of any
Award Agreement to the contrary, any Award outstanding hereunder may at any time
be cancelled in the Committee's sole discretion upon payment of the value of
such Award to the holder thereof in cash or in another Award hereunder, such
value to be determined by the Committee in its sole discretion.

     (viii) Replacement Options. No outstanding option may be cancelled and
replaced with an option having a lower exercise price.

SECTION 7.  AMENDMENT AND TERMINATION

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

     (a) Amendments to the Plan. The Board of Directors of the Company may amend
the Plan and the Board of Directors or the Committee may amend any outstanding
Award; provided, however, that (i) no Plan amendment shall be effective until
approved by stockholders of the Company insofar as stockholder approval thereof
is required in order for the Plan to continue to satisfy the conditions of Rule
16b-3, and (ii) without the consent of affected Participants no amendment of the
Plan or of any Award may impair the rights of Participants under outstanding
Awards, and (iii) no Option may be amended to reduce its initial exercise price
other than in connection with an event described in Section 4(c) hereof.

     (b) Waivers. The Committee may waive any conditions or rights under any
Award theretofore granted, prospectively or retroactively, without the consent
of any Participant.

     (c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made available under the
Plan.

     (d) Correction of Defects, Omissions, and Inconsistencies. 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
effectuate the Plan.




<PAGE>

SECTION 8.  GENERAL PROVISIONS

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

     (b) Withholding. The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, other
Awards or other property) of withholding taxes due in respect of an Award, its
exercise or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.

     (c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate 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.

     (d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate 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 Award Agreement
or other written agreement with the Participant.

     (e) 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.

     (f) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as
to any person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

     (g) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

     (h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be cancelled, terminated or otherwise eliminated.

     (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.



<PAGE>

SECTION 9.  TERM

     The Plan shall be effective as of the date of its approval by the Company's
stockholders and no Awards shall be made under the Plan after May 17, 2010.