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                                                                     EXHIBIT 4.1

                              SUN COMMUNITIES, INC.

                           SECOND AMENDED AND RESTATED
                            LONG TERM INCENTIVE PLAN


                                   ARTICLE I.
                        PURPOSE AND ADOPTION OF THE PLAN

         1.1 PURPOSE. The purpose of the Sun Communities, Inc. Long Term
Incentive Plan (the "Plan") is to provide eligible employees of Sun Communities,
Inc. and its Subsidiaries (the "Company") with an additional incentive to
promote the Company's financial success and to provide an incentive which the
Company may use to induce able persons to enter into or remain in the employment
of the Company.

         1.2 ADOPTION AND TERM. The Plan was approved by the Board and became
effective on May 29, 1997 (the "Effective Date"). The First Amended and Restated
Plan was approved by the Board on, and is effective as of, March 1, 1999. The
First Amendment to the First Amended and Restated Plan was approved by the
Board, effective as of December 1, 2000, and is incorporated in this Second
Amended and Restated Plan. The Plan will remain in effect until all shares
authorized under the terms of the Plan have been issued, unless earlier
terminated or abandoned by action of the Board.

                                   ARTICLE II.
                                   DEFINITIONS

         2.1 ADMINISTRATOR means the group of persons having authority to
administer the Plan pursuant to Section 3.1.

         2.2 AWARD means a right to receive Non-Qualified Stock Options at the
end of the Award Period, subject to the Company's attainment of the Performance
Target and other terms and conditions set forth in the Plan.

         2.3 AWARD AGREEMENT means a written agreement between the Company and
Participant or a written acknowledgment from the Company specifically setting
forth the terms and conditions of an Award granted under the Plan.

         2.4 AWARD PERIOD means the period beginning on January 1, 1997 and
ending on December 31, 2001.

         2.5 BENEFICIARY means (a) an individual, who by designation of the
Participant, succeeds to the rights and obligations of the Participant under the
Plan and Award Agreement or Option Agreement upon the Participant's death; or
(b) if no individual has been so designated by the Participant, the
Participant's surviving spouse at the time of the Participant's death; or (c) if
no individual has been so designated by the Participant and the Participant does
not have a surviving spouse, the Participant's estate. It shall be the duty of
the executor or administrator of the Participant's estate, or the Participant's
personal representative to contact the Administrator of the Plan to identify the
individual(s) who succeed(s) to the Participant's rights and obligations under
the Plan and Award Agreement or Option Agreement upon the Participant's death by
will or by operation of the laws of descent and distribution. If none of the
Participant's executor, administrator or personal representative, or any other
person timely contacts the Administrator upon the Participant's death, the
Participant's rights and interests under the Plan shall be forfeited. In the
event of any conflict between a beneficiary designation form

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properly completed by the Participant and filed with the Administrator during
the Participant's lifetime and the Participant's will, the beneficiary
designation form shall govern.

         2.6 BOARD means the Board of Directors of the Company.

         2.7 CHANGE OF CONTROL EVENT means (a) an event or series of events by
which any person, as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 ("Person"), or other entity or group of Persons
acting in concert as a partnership or other group (a "Group of Persons"), other
than Persons who are, or Groups of Persons entirely made up of, (i) management
personnel of the Company or (ii) any affiliates of any such management
personnel) shall, as a result of a tender or exchange offer or offers, open
market purchase or purchases, a privately negotiated purchase or purchases or
otherwise, become the beneficial owner (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, except that a Person shall be deemed to
have "beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 20% or more of the combined voting power of
the then outstanding voting stock of the Company; (b) the Company consolidates
with, or merges with or into, another Person (other than a Subsidiary in a
transaction which is not otherwise a Change of Control Event), or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into the Company, in any such event pursuant to a transaction
in which the outstanding voting stock of the Company is converted into or
exchanged for cash, securities or other property; (c) during any consecutive
two-year period, individuals who at the beginning of such period constituted the
Board (together with any new directors whose election by such Board or whose
nomination for election by the stockholders of the Company, was approved by a
vote of 66-2/3% of the directors then still in office who were either directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board then in office; or (d) any liquidation or dissolution of the Company
(other than a liquidation into a Subsidiary that is not otherwise a Change of
Control Event).

         2.8 CODE means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes that section.

         2.9 COMPANY means Sun Communities, Inc., a Maryland corporation.

         2.10 COMPANY COMMON STOCK means the Common Stock of the Company, par
value $0.01.

         2.11 COMPENSATION means a Participant's base wages or salary and
overtime pay, including elective contributions that are made by the Company on
behalf of the Participant that are not includible in gross income under Section
125, 402(e)(3), 402(h), or 403(b) of the Code, and excluding bonuses,
commissions, non-cash compensation, and all other compensation; provided,
however, that with respect to Participants who are commission-only employees,
Compensation shall include base wages or salary, commissions and elective
contributions (and Compensation for such Participants shall exclude the
remaining foregoing excluded items of compensation).


                                      -2-
<PAGE>


         2.12 DATE OF GRANT means the date designated by the Administrator as
the date as of which it grants an Award under the Plan or a Non-Qualified Stock
Option pursuant to an Award Agreement.

         2.13 DIRECTOR means a member of the Board of Directors of the Company.

         2.14 EFFECTIVE DATE means May 29, 1997, the date the Plan was adopted
by the Board.

         2.15 EXPIRATION DATE means the date specified in an Option Agreement as
the expiration date of such Option.

         2.16 FAIR MARKET VALUE means, on any given date, the average of the
highest and lowest selling price for the Company Common Stock as reported on the
Composite Tape for New York Stock Exchange Listed Companies, or, if there were
no sales on such date, the average of the highest and lowest selling price for
the most recent date upon which a sale was reported.

         2.17 NON-QUALIFIED STOCK OPTION means a stock option which does not
meet the requirements of an Incentive Stock Option under Section 422 of the
Code.

         2.18 OFFICER means any officer of the Company, including, without
limitation, the Chairman of the Board, Chief Executive Officer, President,
Senior Vice President, Chief Financial Officer, Chief Operating Officer,
Treasurer and Secretary.

         2.19 OPTION means a Non-Qualified Stock Option granted under the Plan.

         2.20 OPTION AGREEMENT means a written agreement between the Company and
the Participant or a written acknowledgment from the Company setting forth the
terms and conditions of an Option granted pursuant to an Award under the Plan.

         2.21 PARTICIPANT shall mean a person eligible to receive an Award as
set forth in Article V.

         2.22 PERFORMANCE TARGET shall mean the level of corporate performance
upon which the grant of Options is conditioned, as further described in Section
6.2.

         2.23 PLAN means the Sun Communities, Inc. 1997 Long Term Incentive
Plan, as described herein and as it may be amended from time to time.

         2.24 PURCHASE PRICE, with respect to Options, shall have the meaning
set forth in Section 7.1.

         2.25 RETIREMENT shall mean, solely for purposes of the Plan, the
Participant's voluntary Termination of Employment at or after age 65."

         2.26 SUBSIDIARY shall have the meaning set forth in Section 424(f) of
the Code.

         2.27 TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company for any reason,
including death, disability, retirement or as the result of the divestiture of
the Participant's employer or any other similar transaction in which the
Participant's employer ceases to be the Company or a Subsidiary of the Company.
Whether an authorized leave of absence or absence on military or government
service, absence due to disability, or absence for any other reason shall
constitute Termination of Employment shall be determined in each

                                      -3-
<PAGE>

case by the Administrator in its sole discretion.

                                  ARTICLE III.
                                 ADMINISTRATION

         3.1 ADMINISTRATION. The Administrator of the Plan shall be the
Compensation Committee of the Board. The Administrator shall administer the Plan
in accordance with its terms and shall have the sole and absolute discretionary
authority to interpret the Plan, to establish and modify administrative rules
for the Plan, and to take such steps in connection with the Plan, Awards and
Options granted thereunder, as it may deem necessary or advisable. The
Administrator may delegate such of its powers and authority under the Plan as it
deems appropriate to designated officers or employees of the Company.

         3.2 INDEMNIFICATION. Members of the Administrator shall be entitled to
indemnification and reimbursement from the Company for any action or any failure
to act in connection with service as Administrator to the full extent provided
for or permitted by the Company's certificate of incorporation or bylaws or by
any insurance policy or other agreement intended for the benefit of the
Company's officers, directors or employees or by any applicable law.

                                   ARTICLE IV.
               COMPANY COMMON STOCK ISSUABLE PURSUANT TO THE PLAN

         4.1 SHARES ISSUABLE. Shares of Company Common Stock to be issued under
the Plan may be authorized and unissued shares or issued shares which have been
reacquired by the Company. Except as provided in Section 4.2, the Options
granted to any Participant and to all Participants in the aggregate under the
Plan shall be limited so that the sum of (i) all shares which shall be issued
upon the exercise of outstanding Options granted under the Plan, and (ii) the
number of shares otherwise issuable under an Option which are applied by the
Company to payment of the withholding or tax liability discussed in Section 7.12
shall never exceed 240,000.

         4.2 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

             (A) RECAPITALIZATION. The number and kind of shares subject to
         outstanding Options, the Purchase Price for such shares, and the number
         and kind of shares available for Options granted under the Plan shall
         be appropriately adjusted to reflect any stock dividend, stock split,
         combination or exchange of shares, merger, consolidation or other
         change in capitalization with a similar substantive effect upon the
         Plan or the Options granted under the Plan. The Administrator shall
         have the power to determine the amount of the adjustment to be made in
         each case.

             (B) SALE OR REORGANIZATION. After any reorganization, merger or
         consolidation in which the Company is a surviving corporation, each
         Participant shall, at no additional cost, be entitled upon exercise of
         an Option to receive (subject to any required action by stockholders),
         in lieu of the number of shares of Company Common Stock receivable or
         exercisable pursuant to such Option, a number and class of shares of
         stock or other securities to which such Participant would have been
         entitled pursuant to the terms of the reorganization, merger or
         consolidation if, at the time of such reorganization, merger or
         consolidation, such Participant had been the holder of record of a
         number of shares of stock equal to the number of shares receivable or
         exercisable pursuant to such Option. Comparable rights shall accrue to
         each Participant in the event of successive reorganizations, mergers or
         consolidations of the character

                                      -4-

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         described above.

                  (C) OPTIONS TO PURCHASE STOCK OF ACQUIRED COMPANIES. After any
         reorganization, merger or consolidation in which the Company or a
         Subsidiary of the Company shall be a surviving corporation, the
         Administrator may grant substituted Options under the provisions of the
         Plan, pursuant to Section 424 of the Code, replacing old options
         granted under a plan of another party to the reorganization, merger or
         consolidation, where such party's stock may no longer be issued
         following such merger or consolidation. The foregoing adjustments and
         manner of application of the foregoing provisions shall be determined
         by the Administrator in its sole discretion. Any adjustments may
         provide for the elimination of any fractional shares which might
         otherwise have become subject to any Options.

                                   ARTICLE V.
                                  PARTICIPATION

         ELIGIBLE EMPLOYEES. All full-time salaried and full-time
commission-only employees of the Company, excluding Officers, who are employed
by the Company on the Effective Date, or who become employed by the Company on
or before December 31, 2000, shall be eligible to receive an Award under the
Plan. The Administrator may also, as it deems appropriate and consistent with
the purpose of the Plan, designate one or more hourly employees of the Company
to receive Awards.

                                   ARTICLE VI.
                                AWARD OF OPTIONS

         6.1 TERMS OF AWARD. Subject to the Company's achievement of one of the
Performance Targets described in Section 6.2 below, on January 31, 2002 the
Company shall grant to each Participant who has not forfeited his or her Award
under Section 6.3 Options entitling the Participant to purchase from the Company
the number of shares of Company Common Stock determined by multiplying the
aggregate number of shares available for the Performance Target achieved by a
fraction, the numerator of which is the Participant's total Compensation during
the Award Period and the denominator of which is the aggregate total
Compensation of all Participants (excluding any Participants who have forfeited
their Awards pursuant to Section 6.3 below) during the Award Period. Options for
fractional shares shall not be granted. The excess of the Fair Market Value on
December 31, 2001 over the Fair Market Value on the Effective Date of any
fractional shares resulting under the formula described above shall be paid to
the Participant in cash on January 31, 2002, or as soon as practicable
thereafter.

         6.2 PERFORMANCE TARGETS. The aggregate number of Options to be granted
pursuant to Awards shall depend on the Company's achieving, during the Award
Period, certain increases (as set forth in the table below) in its Funds from
Operations (FFO) as reflected in Management's Discussion and Analysis contained
in the Company's Annual Report on Form 10-K, over its 1996 level of $2.24 per
share.

<TABLE>
<CAPTION>
ANNUAL PER SHARE GROWTH OF FFO         AGGREGATE NUMBER OF OPTIONS GRANTED
<S>                                    <C>
     Less than 8%                                      0
     At least 8% but less than 9%                   120,000
     At least 9% but less than 10%                  168,000
     10% or more                                    240,000
</TABLE>

The Administrator may, in its sole discretion, extend the Award Period or modify
the Performance

                                      -5-
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Targets to decrease the required percentage increase in FFO at any time prior to
January 31, 2002, if events or transactions occur which cause the Performance
Target described herein to be an inappropriate measure of achievement.

         6.3 DURATION OF AWARDS. During the Award Period and the period
thereafter ending on January 31, 2002, a Participant's Award shall be forfeited
upon Termination of Employment for any reason other than the Participant's
Retirement or death. In the event of such Retirement or death, the Participant
or the Participant's Beneficiary, as the case may be, shall be granted an Option
in accordance with Section 6.1 and 6.2, on January 31, 2002, and may exercise
such Options in accordance with the provisions of Sections 7.4.

         6.4 RIGHTS AS A STOCKHOLDER. The Participant or any transferee of an
Option pursuant to Section 7.4 or Section 7.13 shall have no rights as a
stockholder with respect to any shares of Company Common Stock covered by an
Option or Award until the Participant or transferee shall have become the holder
of record of any such shares, and no adjustment shall be made for dividends and
cash or other property or distributions or other rights with respect to any such
shares of Company Common Stock for which the record date is prior to the date on
which the Participant or a transferee of the Option shall have become the holder
of record of any such shares covered by the Option.

                                  ARTICLE VII.
                                TERMS OF OPTIONS

         7.1 PURCHASE PRICE OF OPTIONS. The Purchase Price of Company Common
Stock issued upon the exercise of Options shall be the Fair Market Value on the
Effective Date.

         7.2 VESTING OF OPTIONS One-third of a Participant's Options shall first
become exercisable on January 31, 2002, with an additional one-third becoming
exercisable on January 31, 2003 and January 31, 2004 respectively.

         7.3 DURATION OF OPTIONS . Options shall terminate after the first to
occur of the following events:

             (A) Ten years from the Date of Grant of the Option; or

             (B) Termination of the Award as provided in Section 7.4.

         7.4 EXERCISE ON DEATH OR TERMINATION OF EMPLOYMENT.
             (A) Unless otherwise provided in the Award Agreement, in the event
         of the death of a Participant while an employee of the Company or the
         Retirement of a Participant, the right to exercise all unexpired and
         unexercised Options shall be accelerated and shall accrue as of the
         date of death or Retirement. In the case of the Participant's death,
         the Participant's Options may be exercised by the Participant's
         Beneficiary at any time within one year after the later of the
         Participant's death or Date of Grant of the Options.

             (B) Unless otherwise provided in the Option Agreement, in the event
         of Participant's Termination of Employment at any time for any reason
         other than Retirement, death or for `cause,' as defined in paragraph
         (c) below, an Option may be exercised, but only to the extent it was
         otherwise exercisable, on the date of Termination of Employment, within
         thirty days after the date of Termination of Employment. In the event
         of the death of the Participant within the thirty-day period following
         Termination of Employment, the Participant's Option

                                      -6-
<PAGE>

         may be exercised by the Participant's Beneficiary within the one-year
         period provided in subparagraph (a) above.

             (C) In the event that a Participant's Termination of Employment is
         for "cause," all Options shall terminate immediately upon Termination
         of Employment. A Participant's employment shall be deemed to have been
         terminated for `cause' if such termination is determined, in the sole
         discretion of the Administrator, to have resulted from an act or
         omission by the Participant constituting active and deliberate
         dishonesty, as established by a final judgment or actual receipt of an
         improper benefit or profit in money, property or services, or from the
         Participant's continuous failure to perform his or her duties under any
         employment agreement in effect between the Participant and the Company
         in any material manner (or, in the absence of such an agreement, the
         consistent failure or refusal of the Participant to perform according
         to reasonable expectations and standards set by the Board and/or
         management consistent with Participant's title and position) after
         receipt of notice of such failure from the Company specifying how the
         Participant has so failed to perform.

         7.5 ACCELERATION OF EXERCISE TIME. The Administrator, in its sole
discretion, shall have the right (but shall not in any case be obligated) to
permit purchase of shares under any Option prior to the time such Option would
otherwise become exercisable under the terms of the Option Agreement.

         7.6 EXTENSION OF EXERCISE TIME. The Administrator, in its sole
discretion, shall have the right (but shall not in any case be obligated) to
permit any Option granted under this Plan to be exercised after its Expiration
Date or after the thirty-day period following Termination of Employment.

         7.7 CHANGE OF CONTROL EVENT. Unless otherwise provided in the Option
Agreement, and subject to such other terms and conditions as the Administrator
may establish in the Option Agreement, upon the occurrence of a Change of
Control Event, irrespective of whether or not an Option is then exercisable, the
Participant shall have the right to exercise in full any unexpired Option to the
extent not theretofore exercised or terminated.

         7.8 EXERCISE PROCEDURES. Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
of the Company designated in the Option Agreement on or before the Expiration
Date of the Option. The Purchase Price of shares purchased upon exercise of an
Option granted under the Plan shall be paid in full in cash by the Participant
pursuant to the Option Agreement; provided, however, that the Administrator may
(but need not) permit payment to be made by delivery to the Company of either
(a) shares of Company Common Stock (including shares issuable to the Participant
pursuant to the exercise of the Option), or (b) any combination of cash and
shares of Company Common Stock, or (c) such other consideration as the
Administrator deems appropriate and in compliance with applicable law (including
payment in accordance with a cashless exercise program under which, if so
instructed by the Participant, shares of Company Common Stock may be issued
directly to the Participant's broker or dealer upon receipt of the Purchase
Price in cash from the broker or dealer.) In the event that any Company Common
Stock shall be transferred to the Company to satisfy all or any part of the
Purchase Price, the part of the Purchase Price deemed to have been satisfied by
such transfer of Company Common Stock shall be equal to the product derived by
multiplying the Fair Market Value as of the date of exercise times the number of
shares transferred. The Participant may not transfer to the Company in
satisfaction of the Purchase Price (y) a number of shares which when multiplied
times the Fair Market Value as of the date of exercise would result in a product
greater than the Purchase Price or (z) any fractional share of Company Common
Stock. Any part of the Purchase Price paid in cash upon the exercise of any
Option shall be added to the general funds of the Company and used for any
proper corporate purpose. Unless

                                      -7-

<PAGE>

the Administrator shall otherwise determine, any Company Common Stock
transferred to the Company as payment of all or part of the Purchase Price upon
the exercise of any Option shall be held as treasury shares.

         7.9 OPTION AGREEMENT. The grant and the terms and conditions of the
Option shall be set forth in an Option Agreement between the Company and the
Participant. No person shall have any rights under any Option granted under the
Plan unless and until the Administrator and the Participant to whom the Award is
granted shall have executed and delivered an Option Agreement expressly granting
the Option to such person and setting forth the terms of the Option.

         7.10 PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards and Options granted under the Plan, and in no event shall the
Administrator have the power to grant any Award or Option under the Plan which
is contrary to any of the provisions of the Plan. In the event any provision of
any Award or Option granted under the Plan shall conflict with any term in the
Plan as constituted on the Date of Grant of the Award or Option, the term in the
Plan as constituted on the Date of Grant of such Award or Option shall control.
Except as provided in Section 4.2, 6.3, 7.5 or 7.6 , the terms of any Award or
Option granted under the Plan may not be changed after the granting of such
Award or Option without the express approval of the Participant.

         7.11 MODIFICATION OF AWARD AFTER GRANT. Each Award or Option granted
under the Plan to a Participant may be modified after the date of its grant by
express written agreement between the Company and the Participant, provided that
such change (i) shall not be inconsistent with the terms of the Plan and (ii)
shall be approved by the Administrator.

         7.12 TAXES. The Company shall be entitled, if the Administrator deems
it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding, employment or other tax
required by law to be withheld or paid by the Company with respect to any amount
payable and/or shares issuable under such Participant's Award or Option, and the
Company may defer payment or issuance of the cash or stock upon exercise of an
Option unless indemnified to its satisfaction against any liability for such
tax. The amount of such withholding or tax payment shall be determined by the
Administrator and, unless otherwise provided by the Administrator, shall be
payable by the Participant at the time of issuance or payment in accordance with
the following rules:

             (A) A Participant shall have the right to elect to meet his or her
         withholding requirement by: (1) having the Company withhold from such
         Award the appropriate number of shares of Company Common Stock, rounded
         out to the next whole number, the Fair Market Value of which is equal
         to such amount, or, in the case of the cash payment, the amount of
         cash, as is determined by the Company to be sufficient to satisfy
         applicable tax withholding requirements; or (2) direct payment to the
         Company in cash of the amount of any taxes required to be withheld with
         respect to such Award.

             (B) In the event that an Option or shares received upon exercise of
         an Option has already been transferred to the Participant on the date
         upon which withholding requirements apply, the Participant shall pay
         directly to the Company the cash amount determined by the Company to be
         sufficient to satisfy applicable federal, state or local withholding
         requirements. The Participant shall provide to the Company such
         information as the Company shall require to determine the amounts to be
         withheld and the time such withholding requirements become applicable.

                                      -8-
<PAGE>


             (C) If permitted under applicable federal income tax laws, a
         Participant may elect to be taxed in the year in which an Option or
         Award is exercised or received, even if it would not otherwise have
         become taxable to the Participant. If the Participant makes such an
         election, the Participant shall promptly notify the Company in writing
         and shall provide the Company with a copy of the executed election form
         as filed with the Internal Revenue Service no later than thirty days
         from the date of exercise or receipt. Promptly following such
         notification, the Participant shall pay directly to the Company the
         cash amount determined by the Company to be sufficient to satisfy
         applicable federal, state or local withholding tax requirements.

         7.13 LIMITATIONS ON TRANSFER. A Participant's rights and interest under
the Plan may not be assigned or transferred other than by will or the laws of
descent and distribution (as provided in Section 2.5), or pursuant to the terms
of a domestic relations order acceptable to the Administrator in its sole
discretion (hereinafter a "Qualified Domestic Relations Order"). During the
lifetime of a Participant, only the Participant personally (or the Participant's
personal representative or attorney-in-fact) or the alternate payee named in a
Qualified Domestic Relations Order may exercise the Participant's rights under
the Plan. The Participant's Beneficiary may exercise a Participant's rights to
the extent they are exercisable under the Plan following the death of the
Participant. A transferee of the Participant's rights under the Plan or of an
Option under the Plan may not further transfer such rights or Option. Any rights
or Options transferred pursuant to this Section 7.13 shall remain subject to all
of the applicable provisions of the Plan, any Award Agreement and any Option
Agreement.

         7.14 SURRENDER OF AWARDS. Any Award or Option granted under the Plan
may be surrendered to the Company for cancellation on such terms as the
Administrator and Participant approve, including, but not limited to, terms
which provide that upon such surrender the Company will pay to the Participant
cash or Company Common Stock, or a combination of cash and Company Common Stock.

                                  ARTICLE VIII.
                               GENERAL PROVISIONS

         8.1  AMENDMENT AND TERMINATION OF PLAN.

              (A) AMENDMENT. The Board shall have complete power and authority
         to amend the Plan at any time. No termination or amendment of the Plan
         may, without the consent of the Participant to whom any Award or Option
         shall have been granted under the Plan, adversely affect the right of
         such individual under such Award or Option.

              (B) TERMINATION. The Board shall have the right and the power to
         terminate the Plan at any time. If the Plan is not earlier terminated,
         the Plan shall terminate when all shares authorized under the Plan have
         been issued. No Award shall be granted under the Plan after the
         termination of the Plan, but the termination of the Plan shall not have
         any other effect and any Option outstanding at the time of the
         termination of the Plan may be exercised after termination of the Plan
         at any time prior to the expiration date of such Option to the same
         extent such Option would have been exercisable if the Plan had not been
         terminated.

         8.2 NO RIGHT TO EMPLOYMENT. No employee or other person shall have any
claim or right to be granted an Award or Option under this Plan. Nothing in this
Plan shall confer upon any employee any right to continue in employment with the
Company or interfere in any way with the right of the Company to terminate such
person's employment at any time.

                                      -9-

<PAGE>


         8.3 SECURITIES LAW RESTRICTIONS. The shares of Company Common Stock
issuable pursuant to the terms of any Options granted under the Plan may not be
issued by the Company without registration or qualification of such shares under
the Securities Act of 1933, as amended, or under various state securities laws
or without an exemption from such registration requirements. Unless the shares
to be issued under the Plan have been registered and/or qualified as
appropriate, the Company shall be under no obligation to issue shares of Company
Common Stock upon exercise of an Option unless and until such time as there is
an appropriate exemption available from the registration or qualification
requirements of federal or state law as determined by the Administrator in its
sole discretion. The Administrator may require any person who is granted an
award hereunder to agree with the Company to represent and agree in writing that
if such shares are issuable under an exemption from registration requirements,
the shares will be "restricted" securities which may be resold only in
compliance with applicable securities laws, and that such person is acquiring
the shares issued upon exercise of the Option for investment, and not with a
view toward distribution.

         8.4 CAPTIONS. The captions (i.e., all section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

         8.5 SEVERABILITY. Whenever possible, each provision in the Plan and
every Award or Option at any time granted under the Plan shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any
provision of the Plan or any Award or Option at any time granted under the Plan
shall be held to be prohibited or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the objectives of the provision
as originally written to the fullest extent permitted by law and (b) all other
provisions of the Plan and every other Award or Option at any time granted under
the Plan shall remain in full force and effect.

         8.6 NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Administrator, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Administrator.

         8.7 CHOICE OF LAW. All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of Michigan and construed in
accordance therewith.


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