ex10_2.htm


    
      

    

    Exhibit
10.2

    


    FORD
MOTOR COMPANY ANNUAL INCENTIVE COMPENSATION PLAN

    (Amended
and Restated as of March 1, 2008)

    


    1.  Purpose.  This
Plan, which shall be known as the "Ford Motor Company Annual Incentive
Compensation Plan" and is hereinafter referred to as the "Plan", is intended to
provide  annual incentive compensation to Plan participants based on
the achievement of established performance objectives.

    


    2.  Definitions.  As
used in the Plan, the following terms shall have the following meanings,
respectively:

    


    (a)  The
term "Affiliate" shall mean, as applied with respect to any person or legal
entity specified, a person or legal entity that directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is under common
control with, the person or legal entity specified.

    


    (b)  The
term "Annual Incentive Compensation Committee" shall mean the committee
comprised of two or more officers of the Company designated members of such
Committee by the Compensation Committee.

    


    (c)  The
term "Award" shall mean the cash compensation awarded under the Plan with
respect to a Performance Period to a participant eligible under Section
5(b).

    


    (d)   The
term "Committee" shall mean, unless the context otherwise requires:

    


    (i)  The
Compensation Committee for all matters affecting any Section 16
Person.

    


    (ii)  The
Annual Incentive Compensation Committee for all matters affecting employees
other than Section 16 Persons.

    


    (e)  The
term "Company" or "Ford" generally shall mean Ford Motor
Company.  When used in the Plan with respect to employment, the term
"Company" shall include subsidiaries of the Company.

    


    (f)  The
term "Compensation Committee" shall mean the Compensation Committee of the Board
of Directors of the Company.

    


    (g)  The
term "Covered Employee" shall mean a Key Employee who is a "covered employee"
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended.

    


    (h)  The
term "DC Plan" shall mean the Company's Deferred Compensation Plan, as
amended.

    


    (i)  The
term "Employee'" shall mean any person who is regularly employed by the Company
or one of its Subsidiaries at a salary (as distinguished from a pension,
retirement allowance, severance pay, retainer, commission, fee under a contract
or other arrangement, or hourly, piecework or other wage) and is enrolled on the
active employment rolls of the Company or a Subsidiary, including, but without
limitation, any employee who also is an officer or director of the Company or
one of its Subsidiaries.

    


    (j)  The
term "Exceptional Contribution Fund" shall mean, with respect to Awards for a
Performance Period, the dollar amount designated by the Compensation Committee
pursuant to Section 13 for purposes of increasing the amount of Awards to be
made to participants who are not Covered Employees based on exceptional
individual, unit, group or Company performance.

    


    (k)  The
term "Key Employee" shall mean an Employee of the Company determined by the
Committee to be a Key Employee for purposes of the Plan.

    


    (l)  The
term "Maximum Award Pool" shall mean the maximum aggregate amount of all Awards
which may be made to participants for a Performance Period determined by the
Compensation Committee pursuant to Section 12.

    


    (m)  The
term "Maximum Individual Award" shall mean the maximum amount of an Award to a
Covered Employee for a Performance Period, as set forth in Section
10.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (n)  The
term "participant" shall mean a Key Employee selected by the Committee to
participate in the Plan for a Performance Period.

    


    (o)  The
term "Performance Criteria" shall  mean, with respect to any Award for
a Performance Period that may be made to a participant who is a Covered
Employee, one or more of the following objective business criteria established
by the Compensation Committee with respect to the Company and/or any Subsidiary,
division, business unit or component thereof upon which the Performance Goals
for a Performance Period are based: asset charge, asset turnover, automotive
return on sales, capacity utilization, capital employed in the business, capital
spending, cash flow, cost structure improvements, complexity reductions,
customer loyalty, diversity, earnings growth, earnings per share, economic value
added, environmental health and safety, facilities and tooling spending, hours
per vehicle, increase in customer base, inventory turnover, market price
appreciation, market share, net cash balance, net income, net income margin, net
operating cash flow, operating profit margin, order to delivery time, plant
capacity, process time, profits before tax, quality/customer satisfaction,
return on assets, return on capital, return on equity, return on net operating
assets, return on sales, revenue growth, sales margin, sales volume, total
shareholder return, vehicles per employee, warranty performance to budget,
variable margin and working capital.  The term "Performance Criteria"
shall mean, with respect to any Award that may be made to a participant who is
not a Covered Employee, one or more of the business criteria applicable to
Covered Employees for the Performance Period and any other criteria based on
individual, business unit, group or Company performance selected by the
Compensation Committee.

    


    (p)  The
term "Performance Goals" shall mean the one or more goals established by the
Compensation Committee based on one or more Performance Criteria pursuant to
Section 7 for the purpose of measuring performance in determining the amount, if
any, of an Award for a Performance Period.

    


    (q)  The
term "Performance Formula" shall mean, with respect to a Performance Period, the
one or more objective formulas established by the Compensation Committee
pursuant to Section 7 and applied against the Performance Goals in determining
whether and the extent to which Awards have been earned for the Performance
Period.

    


    (r)  The
term "Performance Period" or "Period" shall mean, with respect to which a
particular Award may be made under the Plan, the Company's fiscal year or other
twelve consecutive month period designated by the Compensation Committee for the
purpose of measuring performance against Performance Goals.

    


    (s)  The
term "Pro Forma Award Amount" shall mean, with respect to an Award to be made
for a Performance Period, the amount determined by the Committee pursuant to
Section 9.

    


    (t)  The
term "SC Plan" shall mean the Company's Supplemental Compensation Plan, as
amended.

    


    (u)  The
term "Section 16 Person" shall mean any employee who is subject to the reporting
requirements of Section 16(a) or the liability provisions of Section 16(b) of
the Securities Exchange Act of 1934, as amended.

    


    (v)  The
term "Subsidiary" shall mean (i) any corporation a majority of the voting stock
of which is owned or controlled, directly or indirectly, by the Company or (ii)
any limited liability company a majority of the membership interest of which is
owned or controlled, directly or indirectly, by the Company.

    


    (w)  The
term "Target Award" shall mean, with respect to a Performance Period, the Target
Award amount established for each applicable Leadership Level, band or other
group of participants by the Committee pursuant to Section 6
hereof.

    


    (x)  The
term "Total Pro Forma Award Pool" shall mean, with respect to Awards for a
Performance Period, the amount described in Section 11.

    


    3.  Effective
Date.  The Plan shall be effective as of January 1,
1998.

    


    4.  Administration.  Except
as otherwise expressly provided, the Compensation Committee shall have full
power and authority to construe, interpret and administer the
Plan.  The Compensation Committee shall make all decisions relating to
matters affecting Section 16 Persons, but may otherwise delegate any of its
authority under the Plan.  The Compensation Committee and the Annual
Incentive Compensation Committee each may at any time adopt or terminate, and
may from time to time, amend, modify or suspend such rules, regulations,
policies and practices as they in their sole discretion may determine in
connection with the administration of, or the performance of their respective
responsibilities under, the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.  Eligibility.

    


    (a)  Eligibility
to Participate.  All Key Employees are eligible to be selected to
participate in the Plan.  The Committee shall, in its sole discretion,
designate which Key Employees will be participants for the applicable
Performance Period.

    


    (b)
Eligibility for Awards.  An Award with respect to a Performance Period
may be made pursuant to Section 14 of the Plan to (i) participants for such
Performance Period who shall have been an employee at any time during such
Performance Period, or to (ii) the beneficiary or beneficiaries or legal
representatives, as the Committee in its sole discretion shall determine, of any
such person whose employment shall have been terminated by reason of his or her
death during such Performance Period.

    


    (c)  Eligibility
of Compensation Committee Members.  No person while a member of the
Compensation Committee shall be eligible to participate under the Plan or
receive an Award.

    


    6. Determination of Target
Awards.  Within 90 days of the commencement of a Performance
Period, the Committee shall establish the Target Award for each applicable
Leadership Level, band or other group of Key Employees selected to participate
in the Plan with respect to a Performance Period, subject to any limitations
established by the Compensation Committee.  The fact that a Target
Award is established for a participant's Leadership Level, band or other group
for a Performance Period shall not entitle such participant to receive an
Award.

    


    7.  Selection of Performance
Criteria and Establishment of Performance Goals and Performance Formula; Minimum
Threshold Objective.  Within 90 days of the commencement of a
Performance Period, the Compensation Committee shall select the Performance
Criteria and establish the related Performance Goals be used to measure
performance for a Performance Period and the Performance Formula to be used to
determine what portion, if any, of an Award has been earned for the Performance
Period.  The Performance Criteria may be expressed in absolute terms
or relate to the performance of other companies or to an index. Within that same
90 day period, the Compensation Committee may establish a minimum threshold
objective for any Performance Goal for any Performance Period, which if not met,
would result in no Award being made to any participant with such Performance
Goal for such Performance Period.

    


    8. Adjustments to Performance
Goals, Performance Formula or Performance Criteria.  For
purposes of determining Awards for participants who are not Covered Employees,
the Compensation Committee may adjust or modify any of the Performance Goals,
Performance Formula and/or the Performance Criteria for any Performance Period
in order to prevent the dilution or enlargement of the rights of such
participants under the Plan (i) in the event of, or in anticipation of, any
unusual or extraordinary item, transaction, event or development, (ii) in
recognition of, or in anticipation of, any other unusual or nonrecurring event
affecting the Company or the financial statements of the Company or Ford Credit,
or in anticipation of, changes in applicable laws, regulations, accounting
principles or business conditions, and (iii) for any other reason or
circumstance deemed relevant to the Compensation Committee in its sole
discretion.

    


    9.  Determination of Pro Forma
Award Amount.  As soon as practicable following the end of a
Performance Period, the Committee shall determine the Pro Forma Award Amount for
any Award to be made to a participant for a Performance Period by applying the
applicable Performance Formula for the participant for the Performance Period
against the accomplishment of the related Performance Goals for such
participant.

    


    10.  Maximum Individual Award for
Covered Employees.  The Maximum Individual Award for a
Performance Period to a participant who is a Covered Employee is
$10,000,000.

    


    11.  Total Pro Forma Award
Pool.  The Total Pro Forma Award Pool for all Awards for a
Performance Period shall equal the sum of the Pro Forma Award Amounts for all
participants for the Performance Period.

    


    12.  Determination of Maximum
Award Pool.  The Compensation Committee shall determine the
amount of the Maximum Award Pool for a Performance Period which shall not exceed
the sum of the Total Pro Forma Award Pool plus the amount of the Exceptional
Contribution Fund for such Period.

    


    13.  Determination of Exceptional
Contribution Fund.  The Compensation Committee shall determine
the amount of the Exceptional Contribution Fund which may be used for increasing
the size of Awards for a Performance Period above the applicable Pro Forma Award
Amount to participants who are not Covered Employees.  Unless
otherwise determined by the Compensation Committee,
the amount of the Exceptional Contribution Fund shall not exceed 15% of the
Total Pro Forma Award Pool for the applicable Performance Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.  Determination of Individual
Awards.  Subject to achievement of any applicable minimum
threshold objectives established under Section 7, fulfillment of the conditions
set forth in Section 17 and compliance with the Maximum Individual Award
limitation under Section 10 and the eligibility requirements set forth in
paragraph (b) of Section 5, the Committee shall, as soon as practicable
following the end of a Performance Period, determine the amount of each Award to
be made to a participant under the Plan for the Performance Period, which amount
shall, except as otherwise provided below, be the Pro Forma Award Amount
determined for such participant for such Period pursuant to Section
9.  The Committee may in its sole discretion reduce the amount of any
Award that otherwise would be awarded to any participant for any Performance
Period.  In addition, the Committee may in its sole discretion
increase the amount of any Award that otherwise would be awarded to any
participant who is not a Covered Employee for a Performance Period to an amount
that is higher than the applicable Pro Forma Award Amount based on exceptional
individual, unit, group or Company performance; provided, however, that the
total amount of all Awards made for a Performance Period shall not exceed the
related Maximum Award Pool.   Individual Award amounts may be
less than or greater than 100% of the related Target Award. The determinations
by the Annual Incentive Compensation Committee of individual Award amounts for
Employees who are not Section 16 Persons shall be subject to a maximum funding
amount and any other limitations specified by the Compensation
Committee.  Notwithstanding anything contained in the Plan to the
contrary, the Committee may determine in its sole discretion not to make an
Award to a particular participant or to all participants selected to participate
in the Plan for any Performance Period.

    


    15.  Distribution and Form of
Awards.

    


    (a)  General.  Except
as otherwise provided in paragraph (b) or (c) of this Section 15 or in Section
17, distribution of Awards for a Performance Period shall be made on or as soon
as practicable after the distribution date for such Awards determined by the
Compensation Committee, which date shall be on or before March 15 following the
end of the applicable Performance Period, but in no event shall such date be
later than the December 31 immediately following such March 15, and shall be
payable in cash.

    


    (b)  Deferral
of Awards.  Subject to the terms, conditions and eligibility
requirements of the DC Plan, Key Employees who receive an Award under the Plan
are eligible to defer payment of all or part of such Award under the DC Plan
under the same terms as if such Award had been an award of supplemental
compensation made under the SC Plan.  In no event may any deferral
election made under the DC Plan pursuant to this paragraph be made later than
the last day of the sixth month of the applicable Performance
Period.  Additionally, no deferral election may be made under the DC
Plan pursuant to this paragraph if, at the time of such election, the amount of
any Award subject to such deferral election is substantially
certain.

    


    (c)  Mandatory
Deferral of Awards.  The Compensation Committee shall determine
whether and the extent to which any Awards under the Plan will be mandatorily
deferred and the terms of any such deferral.  Unless otherwise
determined by the Compensation Committee, Awards may be mandatorily deferred by
such Committee in the same manner as if they had been awards of supplemental
compensation made under the SC Plan.  In no event may any mandatory
deferral pursuant to this paragraph be made later than the last day of the sixth
month of the applicable Performance Period.  Additionally, no
mandatory deferral may be made pursuant to this paragraph if, at the time of
such mandatory deferral, the amount of any Award subject to such mandatory
deferral is substantially certain.

    


    16.  Designation of Beneficiaries
and Effect of Death.

    


    (a)  Designation
of Beneficiaries.  A participant may file with the Company a written
designation of a beneficiary or beneficiaries (subject to such limitations as to
the classes and number of beneficiaries and contingent beneficiaries and such
other limitations as the Compensation Committee from time to time may prescribe)
to receive, in the event of the death of the participant, undistributed amounts
of any Award that would have been payable to such participant had he or she been
living and that was not deferred under any Company deferral arrangement or
plan.  A participant shall be deemed to have designated as beneficiary
or beneficiaries under the Plan the person or persons who receive such
participant's life insurance proceeds under the basic Company Life Insurance
Plan unless such participant shall have assigned such life insurance or shall
have filed with the Company a written designation of a different beneficiary or
beneficiaries under the Plan.  A participant may from time to time
revoke or change any such designation of beneficiary and any designation of
beneficiary under the Plan shall be controlling over any testamentary or other
disposition; provided, however, that if the Committee shall be in doubt as to
the right of any such beneficiary to receive any such payment, or if applicable
law requires the Company to do so, the same may be paid to the legal
representatives of the participant, in which case the Company, the Committee and
the members thereof shall not be under any further liability to
anyone.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (b)  Distribution
Upon Death.  Subject to the provisions of Section 15, paragraph (a) of
this Section 16 and, if applicable, the DC Plan or any other deferral plan or
arrangement, in the event of the death of any participant prior to distribution
of an Award, the total value of such participant's Award shall be distributed in
cash in one lump sum in accordance with paragraph (a) of Section 15 to any
beneficiary or beneficiaries designated or deemed designated by the participant
pursuant to paragraph (a) of this Section 16 who shall survive such participant
(to the extent such designation is effective and enforceable at the time of such
participant's death) or, in the absence of such designation or such surviving
beneficiary, or if applicable law requires the Company to do so, to the legal
representative of such person, at such time (or as soon thereafter as
practicable) and otherwise as if such person were living and had fulfilled all
applicable conditions as to earning out set forth in, or established pursuant to
Section 17 and, if applicable, the DC Plan or any other deferral plan or
arrangement, provided such conditions shall have been fulfilled by such person
until the time of his or her death.

    


    17.  Conditions to Payment of
Awards.

    


    (a)  Effect
of Competitive Activity.  Anything in the Plan notwithstanding, and
subject to paragraph (c) hereof and, if applicable, any conditions under the DC
Plan or any other deferral plan or arrangement relating to payment of an Award,
if the employment of any participant shall terminate, for any reason other than
death, prior to the distribution date established pursuant to paragraph (a) of
Section 15 for payment of an Award, such participant shall receive payment of an
Award only if, during the entire period from the making of an Award until such
distribution date, such participant shall have earned out such
Award

    


    (i) by
continuing in the employ of the Company or a Subsidiary thereof, or

    


    (ii) if
his or her employment shall have been terminated for any reason other than
death, by (a) making himself or herself available, upon request, at reasonable
times and upon a reasonable basis, to consult with, supply information to and
otherwise cooperate with the Company or any Subsidiary thereof with respect to
any matter that shall have been handled by him or her or under his or her
supervision while he or she was in the employ of the Company or any Subsidiary
thereof, and (b) refraining from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any Subsidiary
thereof.

    


    (b)  Nonfulfillment
of Competitive Activity Conditions; Waiver of Conditions Under the
Plan.  In the event of a participant's nonfulfillment of any condition
set forth in paragraph (a) above, such participant's rights under the Plan to
receive or defer payment of an Award under the Plan shall be forfeited and
canceled; provided, however, that the nonfulfillment of such condition may at
any time (whether before, at the time of or subsequent to termination of
employment) be waived in the following manner:

    


    (i) with
respect to a participant who at any time shall have been a Section 16 Person,
such waiver may be granted by the Compensation Committee upon its determination
that in its sole judgment there shall not have been and will not be any
substantial adverse effect upon the Company or any Subsidiary thereof;
and

    


    (ii) with
respect to any other participant, such waiver may be granted by the Annual
Incentive Compensation Committee (or any committee appointed by it) upon its
determination that in its sole judgment there shall not have been and will not
be any such substantial adverse effect.

    


    (c)  Effect
of Inimical Conduct.  Anything in the Plan to the contrary, the right
of a participant, following termination of such participant's employment with
the Company, to receive payment or to defer payment of an Award under Section 15
shall terminate on and as of the date on which it his been determined that such
participant at any time (whether before or subsequent to termination of such
participant's employment) acted in a manner inimical to the best interests of
the Company.  Any such determination shall be made by (i) the
Compensation Committee with respect to any participant who at any time shall
have been a Section 16 Person, and (ii) the Annual Incentive Compensation
Committee (or any committee appointed by it for the purpose) with respect to any
other participant.  Such Committee (or any such other committee) may
make such determination at any time prior to payment in full of an
Award.  Conduct which constitutes engaging in any activity that is
directly or indirectly in competition with any activity of the Company or any
Subsidiary thereof shall be governed by paragraph (a)(ii) of this Section 17 and
shall not be subject to any determination under this paragraph (c).

    


    18.  Limitations.  A
participant shall not have any interest in any Award until it is distributed in
accordance with the Plan.  The fact that a Key Employee has been
selected to be a participant for a Performance Period shall not in any manner
entitle such participant to receive an Award for such period.  The
determination as to whether or not such participant shall be paid an Award for
such Performance Period shall be determined solely in accordance with the
provisions of Sections 14 and 17 hereof.  All payments and
distributions
to be made thereunder shall be paid from the general assets of the
Company.  Nothing contained in the Plan, and no action taken pursuant
to its provisions, shall create or be construed to create a trust of any kind,
or a fiduciary relationship between the Company and any employee, former
employee or any other person. The Plan shall not constitute part of any
participant's or employee's employment contract with the Company or any
participating subsidiary.  Participation in the Plan shall not create
or imply a right to continued employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19.  Withholding of Taxes,
etc.  The Company shall have the right to withhold an amount
sufficient to satisfy any federal, state or local income taxes, FICA or Medicare
taxes or other amounts that the Company may be required by law to pay with
respect to any Award, including withholding payment from a participant's current
compensation.

    


    20.  No Assignment of
Benefits.  No rights or benefits under the Plan shall, except
as otherwise specifically provided by law, be subject to assignment (except for
the designation of beneficiaries pursuant to paragraph (a) of Section 16), nor
shall such rights or benefits be subject to attachment or legal process for or
against a participant or his or her beneficiary or beneficiaries, as the case
may be.

    


    21.  Administration
Expense.  The entire expense of offering and administering the
Plan shall be borne by the Company and its participating
Subsidiaries.

    


    22.  Access of Independent
Certified Public Accountants and Committee to Information.  The
Company's independent certified public accountants shall have full access to the
books and records of the Company and its Subsidiaries, and the Company shall
furnish to such accountants such information as to the financial condition and
operations of the Company and its Subsidiaries as such accountants may from time
to time request, in order that such accountants may take any action required or
requested to be taken by them under the Plan.  The Group Vice
President and Chief Financial Officer or, in the event of his or her absence or
disability to act, the principal accounting officer of the Company shall furnish
to the Committee such information as the Committee may request to assist it in
carrying out or interpreting this Plan.  Neither such accountants, in
reporting amounts required or requested under the Plan, nor the Group Vice
President and Chief Financial Officer, or any other director, officer or
employee of the Company, in furnishing information to such accountants or to the
Committee, shall be liable for any error therein, if such accountants or other
person, as the case may be, shall have acted in good faith.

    


    23.  Amendment, Modification,
Suspension and Termination of the Plan; Rescissions and
Corrections.  The Compensation Committee, at any time may
terminate, and at any time and from time to time, and in any respect, may amend
or modify the Plan or suspend any of its provisions; provided, however, that no
such amendment, modification, suspension or termination shall, without the
consent of a participant, adversely affect any right or obligation with respect
to any Award theretofore made.  The Committee at any time may rescind
or correct any actions made in error or that jeopardize the intended tax status
or legal compliance of the Plan.

    


    24.  Indemnification and
Exculpation.

    


    (a)  Indemnification.  Each
person who is or shall have been a member of the Compensation Committee or a
member of the Annual Incentive Compensation Committee shall be indemnified and
held harmless by the Company against and from any and all loss, cost, liability
or expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to which
such person may be or become a party or in which such person may be or become
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in settlement thereof
(with the Company's written approval) or paid by such person in satisfaction of
a judgment in any such action, suit or proceeding, except a judgment in favor of
the Company based upon a finding of such person's lack of good faith; subject,
however, to the condition that upon the institution of any claim, action, suit
or proceeding against such person, such person shall in writing give the Company
an opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such person's
behalf.  The right of indemnification shall not be exclusive of any
other right to which such person may be entitled as a matter of law or
otherwise, or any  power that the Company may have to indemnify or
hold such person harmless.

    


    (b)  Exculpation.  Each
member of the Compensation Committee and each member of the Annual Incentive
Compensation Committee shall be fully justified in relying or acting in good
faith upon any information furnished in connection with the administration of
the Plan or any appropriate person or persons other than such
person.  In no event shall any person who is or shall have been a
member of the Compensation Committee or a member of the Annual Incentive
Compensation Committee be held liable for any determination made or other action
taken or any omission to act in reliance upon any such information, or for any
action (including the furnishing of information) taken or any failure to act, if
in good faith.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    25.  Finality of
Determinations.  Each determination, interpretation or other
action made or taken pursuant to the provisions of the Plan by the Compensation
Committee or the Annual Incentive Compensation Committee shall be final and
shall be binding and conclusive for all purposes and upon all persons,
including, but without limitation thereto, the Company, its stockholders, the
Compensation Committee and each of the members thereof, the Annual Incentive
Compensation Committee and each of the members thereof, and the directors,
officers, and employees of the Company, the Plan participants, and their
respective successors in interest.

    


    26.  Code Section
409A.  The Plan, and all Awards distributed thereunder, are
designed and intended to meet the requirements of Section 1.409A-1(b)(4) of the
U.S. Treasury Department Regulations issued under Section 409A of the Internal
Revenue Code of 1986, as amended ("Code"), governing "short-term deferrals" so
that no Award distributed under the Plan is determined to provide, or treated as
providing, for a deferral of compensation under Code Section 409A.  To
the extent the Plan, or an Award thereunder, ultimately is determined to
provide, or treated as providing, for the deferral of compensation under Code
Section 409A, the Company reserves the right to take such action, on a uniform
basis, as the Company deems necessary or desirable to ensure compliance with
Code Section 409A, and the regulations thereunder, or to achieve the goals of
the Plan without having adverse tax consequences under the Plan for any Plan
participant or beneficiary.

    


    27.  Governing
Law.  The Plan shall be governed by and construed in accordance
with the laws of the State of Michigan.