**Exhibit 10.43**
**DTE Energy Company**
**2001 Stock Incentive Plan**
**ARTICLE I**
**Definitions**
**1.01.  *Accounting Firm***
Accounting Firm means the public accounting firm retained as theCompany’s independent auditor as of the date immediatelyprior to the Change in Control, unless another firm isdesignated by the Committee.
**1.02.  *Administrator***
Administrator means (i) the Board, with respect to awardsmade under this Plan to members of the Board who are notemployees of the Company or a Subsidiary and (ii) theCommittee or the Chief Executive Officer of the Company to theextent responsibilities are delegated to him by the Committee inaccordance with Article III with respect to awards madeunder this Plan to all other persons.
**1.03.  *Agreement***
Agreement means a written agreement (including any amendment orsupplement thereto) between the Company and a Participantspecifying the terms and conditions of a Stock Award, an awardof Performance Shares, an award of Performance Units or anOption granted to such Participant.
**1.04.  *Board***
Board means the Board of Directors of the Company.
**1.05.  *Capped Parachute Payments***
Capped Parachute Payments means the largest amount of ParachutePayments that may be paid to a Participant without liability forany excise tax under Code Section 4999.
**1.06.  *Change in Control***
Change in Control means the occurrence of any of the followingevents:
         (i) The consummation of a transaction in which the Company        is merged, consolidated or reorganized into or with another        corporation or other legal person, and as a result of such        transaction less than 55% of the combined voting power of the        then-outstanding Voting Stock of such corporation or person        immediately after such transaction is held in the aggregate by        the holders of Voting Stock of the Company immediately prior to        such transaction;          (ii) The consummation of a sale or transfer in which the        Company sells or otherwise transfers all or substantially all of        its assets to another corporation or other legal person, and as        a result of such sale or transfer less than 55% of the combined        voting power of the then-outstanding Voting Stock of such        corporation or person immediately after such sale or transfer is        held in the aggregate (directly or through ownership of Voting        Stock of the Company or a Subsidiary) by the holders of Voting        Stock of the Company immediately prior to such sale or transfer;        or          (iii)  The approval by the shareholders of the Company of a        complete liquidation or dissolution of the Company.
1

**1.07.  *Code***
Code means the Internal Revenue Code of 1986, as amended.
**1.08.  *Committee***
Committee means the Special Committee on Compensation, or suchother Board committee as may be designated from time to time bythe Board, provided that any such committee is composed solelyof individuals who are “Non-Employee Directors,” asthe term is used in Rule 16b-3 under the Exchange Act, and“Outside Directors,” as the term is used inSection 162(m) of the Code and Treasury Regulationspromulgated thereunder.
**1.09.  *Common Stock***
Common Stock means common stock of the Company.
**1.10.  *Company***
Company means DTE Energy Company, a Michigan corporation, or anysuccessor corporation.
**1.11.  *Control Change Date***
Control Change Date means the date on which a Change in Controloccurs. If a Change in Control occurs on account of a series oftransactions, the Control Change Date is the date of the last ofsuch transactions.
**1.12.  *Exchange Act***
Exchange Act means the Securities Exchange Act of 1934, asamended.
**1.13.  *Fair Market Value***
Fair Market Value means, on any given date, the average of thehigh and low sales prices of Common Stock as listed on the NewYork Stock Exchange Composite tape. If, on any given date, noshare of Common Stock is traded, then Fair Market Value shall bedetermined with reference to the next preceding day that CommonStock was so traded.
**1.14.  *Incentive Stock Option***
Incentive Stock Option means an Option that satisfies therequirements of Section 422 of the Code and is intended bythe Administrator to be an Incentive Stock Option.
**1.15.  *Net After Tax Amount***
Net After Tax Amount means the amount of any Parachute Paymentsor Capped Parachute Payments, as applicable, net of taxesimposed under Code Sections 1, 3101(b) and 4999 and anystate or local income taxes applicable to a Participant withrespect to such payments as in effect for the year for which thedetermination is made. The determination of the Net After TaxAmount shall be made using the highest combined marginal rateimposed by the foregoing taxes on income of the same characteras the Parachute Payments or Capped Parachute Payments, asapplicable, in effect for the year for which the determinationis made.
**1.16.  *Option***
Option means a stock option that entitles the holder to purchasefrom the Company a stated number of shares of Common Stock atthe price set forth in an Agreement.
2

**1.17.  *Parachute Payment***
Parachute Payment means a payment that is described in CodeSection 280G(b)(2) (without regard to whether the aggregatepresent value of such payments exceeds the limit prescribed byCode Section 280G(b)(2)(A)(ii)). The amount of anyParachute Payment shall be determined in accordance with CodeSection 280G and the Treasury Regulations promulgatedthereunder, or, in the absence of final regulations, theproposed Treasury Regulations promulgated under CodeSection 280G.
**1.18.  *Participant***
Participant means an employee of the Company or a Subsidiary,and any member of the Board, whether or not such Board member isan employee of the Company or a Subsidiary, who satisfies therequirements of Article IV and is selected by theAdministrator to receive an award of Performance Shares, a StockAward, an Option, an award of Performance Units or a combinationthereof.
**1.19.  *Performance Objectives***
Performance Objectives means objectives stated with respect to(i) shareholder value growth based on stock price anddividends, (ii) customer price, (iii) customersatisfaction, (iv) growth based on increasing sales orprofitability of one or more business units,(v) performance against the companies in the Dow JonesElectric Utility Industry Group index, the companies in theS&P 500 Electric Utility Industry index, a peer group orsimilar benchmark selected by the Committee, (vi) earningsper share growth, (vii) employee satisfaction,(viii) nuclear plant performance achievement,(ix) return on equity, (x) economic value added,(xi) cash flow, (xii) earnings growth,(xiii) integration success, (xiv) diversity,(xv) safety, or (xvi) production cost or such othermeasures as may be selected by the Administrator. Each of thePerformance Objectives may be stated with respect to theperformance of the Company, a Subsidiary or a division of theCompany or a Subsidiary.
**1.20.  *Performance Shares***
Performance Shares means an award, in the amount determined bythe Administrator, stated with reference to a specified numberof shares of Common Stock, that in accordance with the terms ofan Agreement entitles the holder to receive a cash payment orshares of Common Stock or a combination thereof.
**1.21.  *Performance Units***
Performance Units means an award with a face amount of $1.00 perPerformance Unit that in accordance with the terms of anAgreement entitles the holder to receive a cash payment orshares of Common Stock or a combination thereof.
**1.22.  *Plan***
Plan means the DTE Energy Company 2001 Stock Incentive Plan.
**1.23.  *Rule 16b-3***
Rule 16b-3 means Rule 16b-3 under the Exchange Act.
**1.24.  *Stock Awards***
Stock Award means Common Stock awarded to a Participant underArticle VII.
3

**1.25.  *Subsidiary***
Subsidiary means a corporation, partnership, joint venture,limited liability company, unincorporated association or otherentity in which the Company has a direct or indirect ownershipor other equity interest.
**1.26.  *Voting Stock***
Voting Stock means securities entitled to vote generally in theelection of directors.
**ARTICLE II**
**Purposes**
The Plan is intended to assist the Company and its Subsidiariesin recruiting and retaining individuals with ability andinitiative by enabling such persons to participate in the futuresuccess of the Company and its Subsidiaries and to associatetheir interests with those of the Company and its shareholders.The Plan is intended to permit the grant of Options qualifyingas Incentive Stock Options and Options not so qualifying, thegrant of Stock Awards, Performance Shares and Performance Units,and to permit the deferral of income with respect to grants andawards made under the Plan in accordance with the Plan andprocedures that may be established by the Administrator. NoOption that is intended to be an Incentive Stock Option shall beinvalid for failure to qualify as an Incentive Stock Option. Theproceeds received by the Company from the sale of shares ofCommon Stock pursuant to this Plan shall be used for generalcorporate purposes.
**ARTICLE III**
**Administration**
The Plan shall be administered by the Administrator. TheAdministrator shall (to the extent of its delegated authority)have authority to grant Stock Awards, Performance Shares,Performance Units, and Options upon such terms (not inconsistentwith the provisions of this Plan), as the Administrator mayconsider appropriate. Such terms may include conditions (inaddition to those contained in this Plan), on the exercisabilityof all or any part of an Option or on the transferability orforfeitability of Stock Awards, or an award of PerformanceShares or Performance Units. Notwithstanding any suchconditions, the Administrator may, in its discretion, acceleratethe time at which any Option may be exercised, the time at whichStock Awards may become transferable or non-forfeitable, or thetime at which an award of Performance Shares or PerformanceUnits may be settled; and may suspend or waive the forfeiture ofany award made under this Plan. In addition, the Administratorshall have complete authority to interpret all provisions ofthis Plan; to prescribe the form of Agreements and documentsrelating to the deferral of income under the Plan; to adopt,amend, and rescind rules and regulations pertaining to theadministration of the Plan; to correct any defect or supply anyomission or reconcile any inconsistency in the Plan or in anyaward in the manner and to the extent the Administrator deemsdesirable; to authorize any one of its number or any officer ofthe Company to execute and deliver documents on its behalf; andto make all other determinations necessary or advisable for theadministration of this Plan. The express grant in the Plan ofany specific power to the Administrator shall not be construedas limiting any power or authority of the Administrator. Anydecision made or action taken by the Administrator in connectionwith the administration of this Plan shall be final andconclusive. Neither the Administrator, any member of the Boardor Committee, nor the Chief Executive Officer of the Companyshall be liable for any act done in good faith with respect tothis Plan or any Agreement, Option, or Stock Award, PerformanceShares, or Performance Units. All expenses of administering thisPlan shall be borne by the Company.
The Committee, in its discretion, may delegate to the ChiefExecutive Officer of the Company all or part of theCommittee’s authority and duties with respect to grants andawards to individuals who are not subject to the reporting andother provisions of Section 16 of the Exchange Act. TheCommittee may
4

revoke or amend the terms of a delegation at any time but suchaction shall not invalidate any prior actions of theCommittee’s delegate or delegates that were consistent withthe terms of the Plan.
**ARTICLE IV**
**Eligibility**
Any employee of the Company or a Subsidiary (including an entitythat becomes a Subsidiary after the adoption of this Plan) orany member of the Board, whether or not such member is employedby the Company or a Subsidiary, is eligible to participate inthis Plan if the Administrator, in its sole discretion,determines that such person has contributed significantly or canbe expected to contribute significantly to the profits or growthof the Company or a Subsidiary. Notwithstanding the foregoing,Incentive Stock Options may be granted only to persons who areemployees of the Company or of a “subsidiary,” as thatterm is defined in Section 424 of the Code, on the date ofgrant.
**ARTICLE V**
**Common Stock Subject to Plan**
**5.01.  *Common Stock Issued or Delivered***
Upon the award of Common Stock pursuant to a Stock Award or insettlement of an award of Performance Shares or PerformanceUnits, or upon the exercise of an Option the Company may deliverCommon Stock to the Participant (or his or her successor ininterest or personal representative or, if the Participant sodirects, his or her broker) (i) from its authorized butunissued Common Stock or (ii) outstanding Common Stockacquired by or on behalf of the Company in the name of aParticipant (or his or her successor in interest, personalrepresentative or broker) or a combination thereof.
**5.02.  *Aggregate Limit***
The maximum aggregate number of shares of Common Stock that maybe issued or acquired and delivered under this Plan pursuant tothe exercise of Options, the grant of Stock Awards, and thesettlement of Performance Shares and Performance Units is18,000,000 shares. The maximum aggregate number of shares ofCommon Stock that may be issued or delivered under this Planshall be determined in accordance with Section 5.03 andsubject to adjustment as provided in Article X.
In addition, (i) the number of shares of Common Stock thatmay be subject to Stock Awards and Performance Shares grantedunder the Plan (whether or not the Performance Shares ultimatelyare settled in cash) plus (ii) the number of shares ofCommon Stock equal in value (as of the date of grant) to thevalue of Performance Units granted under the Plan shall notexceed 20% of the total number of shares of Common Stockauthorized for issuance or delivery under this Plan. To theextent that a portion of a Stock Award, award of PerformanceShares or award of Performance Units is forfeited, the number ofshares of Common Stock subject to the forfeited portion of theStock Award or Performance Shares, and the number of sharesequal in value (as of the date of grant) to the value of theforfeited portion of the Performance Units shall again beavailable for purposes of the limit described in the precedingsentence.
**5.03.  *Reallocation of Shares***
If an Option is terminated, in whole or in part, for any reasonother than its exercise, the number of shares allocated to theOption or portion thereof may be reallocated to other Options,Performance Shares, Performance Units and Stock Awards to begranted under this Plan. If an award of Performance Shares isterminated, in whole or in part, for any reason other than itssettlement with shares of Common Stock, the number of sharesallocated to the Performance Share award or portion thereof maybe reallocated to other Options, Performance Shares, PerformanceUnits, and Stock Awards to be granted under this Plan. If aStock Award is forfeited, in whole or in part, for any reason,the number of shares of Common Stock
5

allocated to the Stock Award or portion thereof may bereallocated to other Options, Performance Shares, PerformanceUnits and Stock Awards to be granted under this Plan. If anaward of Performance Units is terminated, in whole or in part,for any reason other than its settlement with shares of CommonStock, the number of shares allocated to the Performance Unitaward or portion thereof may be reallocated to other Options,Performance Shares, Performance Units, and Stock Awards to begranted under this Plan.
Upon full or partial payment of any Option price or satisfactionof tax withholding obligations by transfer or relinquishment tothe Company of Common Stock, or any other payment or benefitrealized under the Plan by the transfer or relinquishment ofCommon Stock, there shall be deemed to have been issued ordelivered under the Plan only the net number of shares of CommonStock actually issued or delivered by the Company; provided,however, that the number of shares of Common Stock issued oracquired and delivered by the Company upon the exercise ofOptions (determined, as to each Option, as if the Option priceand tax withholding obligations had been paid in cash) shall notexceed the aggregate limit on the number of shares that may beissued or delivered under this Plan under Section 5.02.
**ARTICLE VI**
**Options**
**6.01.  *Award***
In accordance with the provisions of Article IV, theAdministrator will designate each individual to whom an Optionis to be granted and will specify the number of shares of CommonStock covered by such awards; provided, however, that noParticipant may be granted Options in any calendar year coveringmore than 500,000 shares.
**6.02. *Option Price***
The price per share for shares of Common Stock purchased on theexercise of an Option shall be determined by the Administratoron the date of grant, but shall not be less than the Fair MarketValue on the date the Option is granted.
**6.03. *Maximum Option Period***
The maximum period in which an Option may be exercised shall bedetermined by the Administrator on the date of grant, exceptthat no Option that shall be exercisable after the expiration often years from the date such Option was granted.
**6.04. *Non-transferability***
Except as provided in Section 6.05, each Option grantedunder this Plan shall be non-transferable except by will or bythe laws of descent and distribution. Except as provided inSection 6.05, during the lifetime of the Participant towhom the Option is granted, the Option may be exercised only bythe Participant. No right or interest of a Participant in anyOption shall be liable for, or subject to, any lien, obligation,or liability of such Participant.
**6.05. *Transferable Options***
Section 6.04 to the contrary notwithstanding, if theAgreement provides, an Option that is not an Incentive StockOption may be transferred by a Participant to such persons orentities permitted under Rule 16b-3 on such terms andconditions permitted under Rule 16b-3. The holder of anOption transferred pursuant to this Section shall be bound bythe same terms and conditions that governed the Option duringthe period that it was held by the Participant; provided,however, that such transferee may not transfer the Option exceptby will or the laws of descent and distribution.
6

**6.06. *Status as Employee or Director***
For purposes of determining the applicability ofSection 422 of the Code (relating to Incentive StockOptions), or in the event that the terms of any Option providethat it may be exercised only during employment or within aspecified period of time after termination of employment orBoard service, the Administrator may decide to what extentleaves of absence for governmental or military service, illness,temporary disability, or other reasons shall not be deemedinterruptions of continuous employment or Board service.
**6.07. *Exercise***
Subject to the provisions of this Plan and the applicableAgreement, an Option may be exercised in whole at any time or inpart from time to time at such times and in compliance with suchrequirements as the Administrator shall determine; provided,however, that Incentive Stock Options (granted under the Planand all plans of the Company and its subsidiary corporations, asthose terms are defined in Section 424 of the Code) may notbe first exercisable in a calendar year for shares of CommonStock having a Fair Market Value (determined as of the date anOption is granted) exceeding $100,000. An Option granted underthis Plan may be exercised with respect to any number of wholeshares less than the full number for which the Option could beexercised. A partial exercise of an Option shall not affect theright to exercise the Option from time to time in accordancewith this Plan and the applicable Agreement with respect to theremaining shares subject to the Option.
**6.08. *Payment***
Subject to rules established by the Administrator and unlessotherwise provided in an Agreement, payment of all or part ofthe Option price may be made in (i) cash or a cashequivalent acceptable to the Administrator, or(ii) unrestricted shares of Common Stock previouslyacquired by the Participant and, if those shares were acquiredfrom the Company, that have been held by the Participant for atleast six months. If shares of Common Stock are used to pay allor part of the Option price, the sum of the cash and cashequivalents and the Fair Market Value (determined as of the dateof exercise) of the shares surrendered must not be less than theOption price of the shares for which the Option is beingexercised. Payment in “cash” or “cashequivalents” includes delivery of cash or cash equivalentsby a broker under a “cashless exercise” arrangement atthe time of exercise or following the sale of shares to whichthe exercise relates.
**6.09. *Change in Control***
Section 6.07 to the contrary notwithstanding, but subjectto Section 12.11, each outstanding Option shall be fullyexercisable (in whole or in part at the discretion of theholder) on and after a Control Change Date.
**6.10. *Shareholder Rights***
No Participant shall have any rights as a shareholder withrespect to shares subject to his or her Option until the date ofexercise of such Option.
**6.11. *Disposition of Shares***
A Participant shall notify the Company of any sale or otherdisposition of shares acquired pursuant to an Option that was anincentive stock option if such sale or disposition occurs(i) within two years of the grant of an Option or(ii) within one year of the issuance of shares to theParticipant. Such notice shall be in writing and directed to theCorporate Secretary of the Company.
7

**ARTICLE VII**
**Stock Awards**
**7.01. *Award***
In accordance with the provisions of Article IV, theAdministrator will designate each individual to whom a StockAward is to be made and will specify the number of sharescovered by such awards; provided, however, that no Participantmay receive Stock Awards in any calendar year for more than150,000 shares.
**7.02. *Vesting***
The Administrator, on the date of the award, may prescribe thata Participant’s rights in a Stock Award will be forfeitableor otherwise restricted for a period of time or subject to suchconditions as may be set forth in the Agreement.
**7.03. *Performance Objectives***
In accordance with Section 7.02, the Administrator mayprescribe that Stock Awards will become vested or transferableor both based on Performance Objectives. In cases where a StockAward will become non-forfeitable and transferable only upon theattainment of Performance Objectives and satisfaction of the“performance based compensation” exception to thelimit on executive compensation imposed by CodeSection 162(m) is intended, then the shares subject to suchStock Award shall become non-forfeitable and transferable onlyto the extent that the Committee certifies that such PerformanceObjectives have been attained.
**7.04. *Status as Employee or Director***
In the event that the terms of any Stock Award provide thatshares may become transferable and non-forfeitable thereunderonly after completion of a specified period of employment orBoard service, the Administrator may decide in each case to whatextent leaves of absence for governmental or military service,illness, temporary disability, or other reasons shall not bedeemed interruptions of continuous employment or Board service.
**7.05. *Change in Control***
Sections 7.02, 7.03 and 7.04 to the contrarynotwithstanding, but subject to Section 12.11, eachoutstanding Stock Award shall be transferable andnon-forfeitable on and after a Control Change Date withoutregard to whether any Performance Objectives or other conditionsto which the award is subject have been met.
**7.06. *Shareholder Rights***
Prior to their forfeiture (in accordance with the applicableAgreement and while the shares of Common Stock granted pursuantto the Stock Award may be forfeited or are non-transferable), aParticipant will have all rights of a shareholder with respectto a Stock Award, including the right to receive dividends andvote the shares; provided, however, that during such period(i) a Participant may not sell, transfer, pledge, exchangeor otherwise dispose of shares granted pursuant to a StockAward, (ii) the Company shall retain custody of thecertificates evidencing shares granted pursuant to a StockAward, and (iii) the Participant will deliver to theCompany a stock power, endorsed in blank, with respect to eachStock Award. After the shares granted under the Stock Award aretransferable and are no longer forfeitable, the limitations setforth in the preceding sentence shall not apply, and the Companyshall deliver to the Participants certificates evidencing sharesof Common Stock subject to the award as soon thereafter aspossible.
8

**ARTICLE VIII**
**Performance Share Awards**
**8.01. *Award***
In accordance with the provisions of Article IV, theAdministrator will designate each individual to whom an award ofPerformance Shares is to be made and will specify the number ofshares covered by such awards; provided, however, that noParticipant may receive awards of Performance Shares in anycalendar year for more than 200,000 shares of Common Stock(based on the maximum payout under the awards).
**8.02. *Earning the Award***
The Administrator, on the date of the grant of an award, mayprescribe that the Performance Shares, or portion thereof, willbe earned, and the Participant will be entitled to receive apayment pursuant to the award of Performance Shares, only uponthe satisfaction of Performance Objectives during a performancemeasurement period of at least one year or such other criteriaas may be prescribed by the Administrator. With respect toPerformance Shares that will be earned only upon satisfaction ofPerformance Objectives, and as to which satisfaction of the“performance based compensation” exception to thelimit on executive compensation imposed by CodeSection 162(m) is intended, a payment will be made pursuantto such Performance Shares only if, and to the extent that, theCommittee certifies that such Performance Objectives have beenattained.
**8.03. *Payment***
In the discretion of the Administrator, the amount payable whenan award of Performance Shares is earned may be settled in cash,by the issuance of shares of Common Stock, or a combinationthereof. A fractional share of Common Stock shall not bedeliverable when an award of Performance Shares is earned, but acash payment will be made in lieu thereof. The Administratorwill also determine when an award of Performance Shares that hasbeen earned will be settled.
**8.04. *Shareholder Rights***
No Participant shall, as a result of receiving an award ofPerformance Shares, have any rights as a shareholder until andto the extent that the award of Performance Shares is earned andsettled in shares of Common Stock. After an award of PerformanceShares is earned and settled in shares, a Participant will haveall the rights of a shareholder as described inSection 7.06. Notwithstanding the foregoing, theAdministrator may provide in an Agreement that the recipient ofa Performance Share award is entitled to dividend equivalentswith respect in the award, payable at the time or times, and onthe terms, specified in the Agreement.
**8.05. *Non-Transferability***
Except as provided in Section 8.06, Performance Sharesgranted under this Plan shall be non-transferable except by willor by the laws of descent and distribution. No right or interestof a Participant in any Performance Shares shall be liable for,or subject to, any lien, obligation, or liability of suchParticipant.
**8.06. *Transferable Performance Shares***
Section 8.05 to the contrary notwithstanding, if theAgreement provides, an award of Performance Shares may betransferred by a Participant to such persons or entitiespermitted under Rule 16b-3 on such terms and conditionspermitted under Rule 16b-3. The holder of PerformanceShares transferred pursuant to this Section shall be bound bythe same terms and conditions that governed the PerformanceShares during the period that they were held by the Participant;provided, however that such transferee may not transferPerformance Shares except by will or the laws of descent anddistribution.
9

**8.07. *Status as Employee or Director***
In the event that the terms of any Performance Share awardprovide that no payment will be made unless the Participantcompletes a stated period of employment or Board service, theAdministrator may decide to what extent leaves of absence forgovernment or military service, illness, temporary disability,or other reasons shall not be deemed interruptions of continuousemployment or Board service.
**8.08. *Change in Control***
Section 8.02 to the contrary notwithstanding, but subjectto Section 12.11, on and after a Control Change Date, eachoutstanding Performance Share award shall be earned as of aControl Change Date and settled as soon thereafter aspracticable; provided, that, for awards that will be earned onthe basis of performance criteria (as opposed to other criteriaonly, such as continued service, which awards shall be earned infull), the amount earned with respect to each Performance Shareaward shall be the greater of the amount that would have beenpayable on attainment of (i) target levels of performance or(ii) actual levels of performance, using performancethrough the Control Change Date for purposes of determiningactual levels of performance.
**ARTICLE IX**
**Performance Units**
**9.01. *Award***
In accordance with the provisions of Article IV, theAdministrator will designate each individual to whom an award ofPerformance Units is to be made and will specify the number ofPerformance Units covered by such awards; provided, however,that no Participant may receive an award of more than 1,000,000Performance Units in any calendar year.
**9.02. *Earning the Award***
The Administrator, on the date of grant of an award, shallprescribe that the Performance Units or a portion thereof willbe earned and the Participant will be entitled to receive apayment pursuant to the award of Performance Units, only uponthe satisfaction of Performance Objectives and such othercriteria as may be prescribed by the Administrator during aperformance measurement period of at least one year. Withrespect to Performance Units as to which satisfaction of the“performance based compensation” exception to thelimit on executive compensation imposed by CodeSection 162(m) is intended, a payment will be made pursuantto such Performance Units only if, and to the extent that, theCommittee certifies that Performance Objectives have beenattained.
**9.03. *Non-Transferability***
Except as provided in Section 9.04, Performance Unitsgranted under this Plan shall be non-transferable except by willor by the laws of descent and distribution. No right or interestof a Participant in an award of Performance Units shall beliable for, or subject to, any lien, obligation, or liability ofsuch Participant.
**9.04. *Transferable Performance Units***
Section 9.03 to the contrary notwithstanding, if providedin an Agreement, an award of Performance Units may betransferred by a Participant to such persons or entitiespermitted under Rule 16b-3 on such terms and conditions asmay be permitted under Rule 16b-3. The holder ofPerformance Units transferred pursuant to this Section shall bebound by the same terms and conditions that governed thePerformance Units during the period that it was held by theParticipant; provided, however, that such transferee may nottransfer the Performance Units except by will or the laws ofdescent and distribution.
10

**9.05. *Status as Employee or Director***
If the terms of an award of Performance Units provide that apayment will be made thereunder only if the Participantcompletes a stated period of employment or Board service, theAdministrator may decide to what extent leaves of absence forgovernmental or military service, illness, temporary disabilityor other reasons shall not be deemed interruptions of continuousemployment or Board service.
**9.06.  *Change in Control***
Section 9.02 to the contrary notwithstanding, but subjectto Section 12.11, any Performance Units shall be earned asof a Control Change Date and settled as soon thereafter aspossible; provided, that the amount earned with respect to eachaward of Performance Units shall be the greater of the amountthat would have been payable on attainment of (i) targetlevels of performance or (ii) actual levels of performance,using performance through the Control Change Date for purposesof determining actual levels of performance.
**9.07.  *Shareholder Rights***
No Participant shall, as a result of receiving an award ofPerformance Units, have any rights as a shareholder of theCompany or any Subsidiary on account of such award.
**ARTICLE X**
**Adjustment Upon Change in Common Stock**
The maximum number and kind of shares as to which Options,Performance Shares, Performance Units and Stock Awards may begranted; the terms of outstanding Stock Awards, Options,Performance Shares, Performance Units; and the per individuallimitations on the number of shares of Common Stock for whichOptions, Performance Shares, Performance Units and Stock Awardsmay be granted shall be adjusted as the Committee shalldetermine to be equitably required in the event that(i) the Company (A) effects one or more stockdividends, stock split-ups, subdivisions or consolidations ofshares or (B) engages in any transaction to whichSection 424 of the Code applies, or (ii) there occursany other event that, in the judgment of the Committee,necessitates such action. Notwithstanding the foregoing, theCommittee in its sole discretion may elect not to adjustPerformance Objectives under any award if it determines thatsuch adjustment would cause such award to cease to qualify asperformance-based compensation under Section 162(m) of theCode. In addition, the Committee may provide for the replacementof any outstanding awards under the Plan (or any portion of anyaward) with alternative consideration (including withoutlimitation cash) as it may in good faith determine to beequitable under the circumstances and may require in connectiontherewith the surrender of all awards so replaced. Anydetermination, adjustment or replacement made under thisArticle X by the Committee shall be final and conclusive.
The issuance by the Company of stock of any class, or securitiesconvertible into stock of any class, for cash or property, orfor labor or services, either upon direct sale or upon theexercise of rights or warrants to subscribe therefor, or uponconversion of stock or obligations of the Company convertibleinto such stock or other securities, shall not affect, and noadjustment by reason thereof shall be made with respect to, themaximum number of shares as to which Options, PerformanceShares, Performance Units and Stock Awards may be granted; theper individual limitations on the number of shares for whichOptions, Performance Shares, Performance Units and Stock Awardsmay be granted; or the terms of outstanding Stock Awards,Options, Performance Shares, Performance Units.
The Committee may make Stock Awards and may grant Options,Performance Shares, and Performance Units in substitution forperformance shares, phantom shares, stock awards, stock options,or similar awards held by an individual who becomes an employeeor director of the Company or a Subsidiary in connection with atransaction described in the first paragraph of thisArticle X. Notwithstanding any provision of the Plan (otherthan the limitation of Section 5.02), the terms of suchsubstituted Stock
11

Awards, Options, Performance Shares or Performance Units shallbe as the Committee, in its discretion, determines isappropriate.
**ARTICLE XI**
**Compliance With Law and Approval of****Regulatory Bodies**
No Option shall be exercisable, no shares of Common Stock shallbe issued, no certificates for shares of Common Stock shall bedelivered, and no payment shall be made under this Plan exceptin compliance with all applicable Federal and state laws andregulations (including, without limitation, withholding taxrequirements), any listing agreement to which the Company is aparty, and the rules of all domestic stock exchanges on whichthe Company’s shares may be listed. The Company shall havethe right to rely on an opinion of its counsel as to suchcompliance. Any stock certificate issued to evidence shares ofCommon Stock when a Stock Award is granted, a Performance Shareor Performance Unit is settled, or for which an Option isexercised may bear such legends and statements as theAdministrator may deem advisable to assure compliance withFederal and state laws and regulations. No Option shall beexercisable, no Stock Award, Performance Shares or PerformanceUnits shall be granted, no shares of Common Stock shall beissued, no certificate for shares of Common Stock shall bedelivered, and no payment shall be made under this Plan untilthe Company has obtained such consent or approval as theAdministrator may deem advisable from regulatory bodies havingjurisdiction over such matters.
**ARTICLE XII**
**General Provisions**
**12.01.  *Effect on Employment and Service***
Neither the adoption of this Plan, its operation, nor anydocuments describing or referring to this Plan (or any partthereof), shall confer upon any individual any right to continuein the employ or service of the Company or a Subsidiary or inany way affect any right and power of the Company or aSubsidiary to terminate the employment or service of anyindividual at any time with or without assigning a reasontherefor.
**12.02.  *Unfunded Plan***
The Plan, insofar as it provides for grants, shall be unfunded,and the Company shall not be required to segregate any assetsthat may at any time be represented by grants under this Plan.Any liability of the Company to any person with respect to anygrant under this Plan shall be based solely upon any contractualobligations that may be created pursuant to this Plan. No suchobligation of the Company shall be deemed to be secured by anypledge of, or other encumbrance on, any property of the Company.
**12.03.  *Rules of Construction***
Headings are given to the articles and sections of this Plansolely as a convenience to facilitate reference. The referenceto any statute, regulation, or other provision of law shall beconstrued to refer to any amendment to or successor of suchprovision of law.
**12.04.  *Restrictions on Repriced Options***
The Administrator may not, without approval of the shareholdersof the Company, authorize the amendment of any outstandingOption to reduce the Option price. Furthermore, no Option shallbe cancelled and replaced with new awards having a lower Optionprice, where the economic effect would be the same as reducingthe Option price of the Option, without approval of theshareholders of the Company.
12

**12.05.  *Restrictions on Transfer of SharesIssued or Delivered***
Notwithstanding any other provision of this Plan, an Agreementmay provide that the Company has reserved a right of firstrefusal to purchase the Common Stock acquired on exercise ofOptions, or under a Stock Award or award of Performance Sharesor Performance Units, at a price equal to the Fair Market Valueper share repurchased determined as of the day preceding the daythe Company notifies the Participant of its intention torepurchase the shares. If such right is reserved, theParticipant must comply with the terms of the Agreement and anyprocedures established by the Administrator prior to anydisposition of Common Stock acquired under the Agreement;provided, that the Company shall have a maximum of five daysfollowing the date on which Participant is required to notifythe Company of his or her intent to dispose of the Common Stockto advise the Participant whether it will purchase the CommonStock.
The Administrator may provide in an Agreement that the shares ofCommon Stock that are to be issued or delivered on exercise ofan Option or in settlement of an award of Performance Shares orPerformance Units, or shares subject to a Stock Award that areno longer subject to the substantial risk of forfeiture andrestrictions on transfer referred to in Article VII, shallbe subject to additional restrictions on transfer.
**12.06.  *Effect of Acceptance of Award***
By accepting an award under the Plan, a Participant and his orher successor in interest or personal representative shall beconclusively deemed to have indicated his or her acceptance orratification of, and consent to, any action taken under the Planby the Company or the Administrator.
**12.07.  *Governing Law***
The provisions of this Plan shall be interpreted and construedin accordance with the laws of the State of Michigan, other thanits choice-of-law provisions.
**12.08.  *Coordination with Other Plans***
Participation in the Plan shall not affect an employee’seligibility to participate in any other benefit or incentiveplan of the Company or any Subsidiary. Income realized as aresult of the exercise, vesting or settlement of awards underthe Plan shall not be considered earnings for purposes of theEmployee Savings Plan, any Company-sponsored orSubsidiary-sponsored Retirement Plan, insurance or otheremployee benefit programs.
**12.09.  *Deferral***
The Committee may require or permit Participants to elect todefer the settlement of awards in cash or the issuance ordelivery of Common Stock pursuant to the Plan under such rulesand procedures as it may establish from time to time.
**12.10.  *Tax Withholding***
The Company shall, if required by law, withhold or cause to bewithheld, Federal, state and/or local income and employmenttaxes in connection with the exercise, vesting or settlement ofan award under the Plan. Unless otherwise provided in theapplicable Agreement, each Participant may satisfy any such taxwithholding by any of the following means or by a combination ofsuch means: (i) a cash payment; (ii) by delivery tothe Company of a number of shares of Common Stock previouslyacquired by the Participant having a Fair Market Value, on thedate the tax liability first arises, equal to the tax liabilitybeing paid and, if the shares were acquired from the Company,that have been held by the Participant for at least six months;or (iii) by authorizing the Company to withhold from theshares of Common Stock otherwise issuable to the Participantpursuant to the exercise, vesting or settlement of an award, thenumber of shares of Common Stock having a Fair Market Value, onthe date the tax liability first arises,
13

equal to the minimum statutory withholding required for theParticipant based on applicable law. If the amount required isnot paid, the Company may refuse to issue or deliver shares orcash under the award.
**12.11.  *Limitation on Benefits***
Benefits, payments, accelerated vesting and other rights underthis Plan may constitute Parachute Payments subject to the“golden parachute” rules of Code Section 280G andthe excise tax under Code Section 4999. It is theCompany’s intention to reduce any such Parachute Paymentsif, and only to the extent that, a reduction will allow theaffected Participant to receive a greater Net After Tax Amountthan he or she would receive absent a reduction. The remainingprovisions of this Section describe how that intent will beeffected.
The Accounting Firm will first determine the amount of anyParachute Payments that are payable to a Participant. TheAccounting Firm will also determine the Net After Tax Amountattributable to that Participant’s total ParachutePayments. The Accounting Firm will next determine the amount ofthat Participant’s Capped Parachute Payments. Thereafter,the Accounting Firm will determine the Net After Tax Amountattributable to that Participant’s Capped ParachutePayments.
That Participant will receive the total Parachute Paymentsunless the Accounting Firm determines that the Capped ParachutePayments will yield a higher Net After Tax Amount, in which casethat Participant will receive the Capped Parachute Payments. Ifa Participant receives Capped Parachute Payments, his or herbenefits, payments, accelerated vesting or other rights underthis Plan will be adjusted, if at all, in the manner determinedby the Committee, in its sole discretion. The Accounting Firmwill notify the Participant and the Company if it determinesthat the Parachute Payments must be reduced to the CappedParachute Payments and will send the Participant and the Companya copy of its detailed calculations supporting thatdetermination.
As a result of any uncertainty in the application of CodeSections 280G and 4999 at the time that the Accounting Firmmakes its determination under this Section 12.11, it ispossible that amounts will have been paid, vested, earned ordistributed that should not have been paid, vested, earned ordistributed under this Section 12.11(“Overpayments”), or that additional amounts should bepaid, vested, earned, or distributed under thisSection 12.11 (“Underpayments”). If theAccounting Firm determines, based on either controllingprecedent, substantial authority or the assertion of adeficiency by the Internal Revenue Service against a Participantor the Company, which assertion the Accounting Firm believes hasa high probability of success, that an Overpayment has beenmade, then the Participant shall have an obligation (i) topay the Company upon demand an amount equal to the sum of theOverpayment plus interest on such Overpayment at the prime rateprovided in Code Section 7872(f)(2) from the date of theParticipant’s receipt of such Overpayment until the date ofsuch repayment, or (ii) to agree to other arrangements thatthe Committee determines to be equitable in the circumstances;provided, however, that the Participant shall be obligated tomake such repayment or agree to such other arrangements, if, andonly to the extent, that the repayment or other arrangementwould either reduce the amount on which the Participant issubject to tax under Code Section 4999 or generate a refundof tax imposed under Code Section 4999. If the AccountingFirm determines, based upon controlling precedent or substantialauthority, that an Underpayment has occurred, the AccountingFirm will notify the Participant and the Company of thatdetermination and the Company will (i) pay the amount ofthat Underpayment at the prime rate provided in CodeSection 7872(f)(2) from the date such Underpayment shouldhave been paid until actual payment, or (ii) take suchother action as the Committee determines to be equitable in thecircumstances.
All determinations made by the Accounting Firm under thisSection 12.11 are binding on the Participant and theCompany and must be made as soon as practicable but no laterthan thirty days after a Control Change Date.
Notwithstanding the foregoing, this Section 12.11 shall notapply to any Participant entitled to an indemnification ofexcise taxes incurred under Code Section 4999, pursuant toa Change in Control
14

Severance Agreement or other arrangement or agreement with theCompany, with respect to Parachute Payments otherwise subject tolimitation under this Section 12.11.
**ARTICLE XIII**
**Amendment**
The Board may amend this Plan from time to time or terminate itat any time; provided, however, that no amendment may becomeeffective until shareholder approval is obtained if theamendment (i) increases the aggregate number of shares ofCommon Stock that may be issued or delivered under the Plan; or(ii) permits the exercise of an Option at an Option priceless than the Fair Market Value on the date of grant of theOption. No amendment or termination shall, without aParticipant’s consent, adversely affect the rights of suchParticipant under any award of Performance Shares or PerformanceUnits, any Stock Award or any Option outstanding at the timesuch amendment is made or such termination occurs.
**ARTICLE XIV**
**Duration of Plan**
No Stock Award, Performance Shares, Performance Units or Optionmay be granted under this Plan as herein amended and restatedmore than ten years after the earlier of the adoption by theBoard of such amendment and restatement, or its approval by theCompany’s shareholders. Stock Awards, Performance Shares,Performance Units and Options granted before that date shallremain valid in accordance with their terms.
**ARTICLE XV**
**Effective Date of Plan**
Options, Stock Awards, Performance Shares and Performance Unitsmay be granted under this Plan upon its adoption by the Board;provided that, unless amendments to this Plan presented to theCompany’s shareholders at the Company’s 2001 annualmeeting of shareholders are approved by shareholders at thatmeeting, none of such amendments that require shareholderapproval under the terms of this Plan as in effect onSeptember 15, 1999, shall be effective.
15