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                                                                     EXHIBIT 4.1

                             FLAGSTAR BANCORP, INC.
                 1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN
                                  AS AMENDED (1)

1. PURPOSE OF THE PLAN.

     The purpose of this Flagstar Bancorp, Inc. (the "Company") 1997 Employees
and Directors Stock Option Plan, as amended, is to advance the interests of the
Company through providing select key Employees and Directors of the Company and
its Affiliates with the opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to provide additional
incentive to Directors and key Employees of the Company, the Bank or any
Affiliate to promote the success of the business.

2. DEFINITIONS.

     As used herein, the following definitions shall apply.

          (a) "Affiliate" shall mean any "parent corporation" or "subsidiary
          corporation" of the Bank or the Company, as such terms are defined in
          Section 424(e) and (f), respectively, of the Code.

          (b) "Agreement" shall mean a written agreement entered into in
          accordance with Paragraph 5(c).

          (c) "Awards" shall mean Options unless the context clearly indicates a
          different meaning.

          (d) "Bank" shall mean Flagstar Bank, FSB.

          (e) "Board" shall mean the Board of Directors of the Company.

          (f) "Change in Control" shall mean any one of the following events:
          (1) the ownership, holding or power to vote more than 25% of the
          Company's or the Bank's voting stock, (2) the acquisition of control
          of the election of a majority of the Company's or the Bank's
          directors, (3) the exercise of a controlling influence over the
          management or policies of the Company or the Bank by any person or by
          persons acting as a group within the meaning of Section 13(d) of the
          Securities Exchange Act of 1934 or (4) during any period of two
          consecutive years, individuals who at the beginning of such period
          constitute the Board of Directors of the Company (the "Company Board")
          (the "Continuing Directors") cease for any reason to constitute at
          least two-thirds thereof, provided that any individual whose election
          or nomination for election as a member of the Company Board was
          approved by a vote of at least two-thirds of the Continuing Directors
          then in

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(1) Includes the 1999 Amendment.







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          office shall be considered a Continuing Director. For purposes of this
          subparagraph only, the term "person" refers to an individual or a
          corporation, partnership, trust, association, joint venture, pool,
          syndicate, sole proprietorship, unincorporated organization or any
          other form of entity not specifically listed herein. The decision of
          the Committee as to whether a change in control has occurred shall be
          conclusive and binding.

          (g) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (h) "Committee" shall mean the Stock Option Committee appointed by the
          Board in accordance with Paragraph 5(a) hereof.

          (i) "Common Stock" shall mean the common stock, par value $.01 per
          share, of the Company.

          (j) "Continuous Service" shall mean the absence of any interruption or
          termination of service as an Employee or Director of the Company or
          the Bank or an Affiliate. Continuous Service shall not be considered
          interrupted in the case of sick leave, military leave or any other
          leave of absence, in the case of transfers between payroll locations
          of the Bank or between the Bank, an Affiliate or a successor, or in
          the case of a Director's performance of services in an emeritus or
          advisory capacity.


       (k) "Director" shall mean any member of the Board, and any member of
          the board of directors of any Affiliate that the Board has by
          resolution designated as being eligible for participation in this
          Plan.

          (l) "Disability" shall mean a physical or mental condition, which in
          the sole and absolute discretion of the Committee, is reasonably
          expected to be of indefinite duration and to prevent substantially a
          Participant from fulfilling his or her duties or responsibilities to
          the Bank or an Affiliate.

          (m)  "Effective Date" shall mean the date specified in Paragraph 13
          hereof.

          (n)  "Employee" shall mean any person employed by the Company or an
          Affiliate.

          (o) "Exercise Price" shall mean the price per Optioned Share at which
          an Option may be exercised.

          (p) "ISO" shall mean an option to purchase Common Stock which meets
          the requirements set forth in the Plan and which is intended to be and
          is identified as an "incentive stock option" within the meaning of
          Section 422 of the Code.

          (q) "Market Value" shall mean the fair market value of the Common
          Stock, as determined under Paragraph 7(b) hereof.

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          (r) "Non-Employee Director" shall mean any member of the Board who is
          a Non-Employee Director within the meaning of Rule 16b-3.

          (s) "Non-ISO" shall mean an option to purchase Common Stock which
          meets the requirements set forth in the Plan but which is not intended
          to be and is not identified as an ISO.

          (t) "Option" shall mean an ISO and a Non-ISO.

          (u) "Optioned Shares" shall mean Shares subject to an Award granted
          pursuant to this Plan.

          (v) "Participant" shall mean any person who receives an Award pursuant
          to the Plan.

          (w) "Plan" shall mean this Flagstar Bancorp, Inc. 1997 Employees and
          Directors Stock Option Plan.

          (x) "Rule 16b-3" shall mean Rule l6b-3 of the General Rules and
          Regulations under the Securities Exchange Act of 1934, as amended.

          (y) "Share" shall mean one share of Common Stock.

          (z) "Year of Service" shall mean a full 12-month period of Continuous
          Service, measured from the date of an Award and each annual
          anniversary of that date, during which a Participant has been an
          Employee or Director.

3. TERM OF THE PLAN AND AWARDS.

     (a) Term of the Plan. The Plan shall continue in effect for a term of 10
     years from the Effective Date, unless sooner terminated pursuant to
     Paragraph 15 hereof. No Award shall be granted under the Plan after 10
     years from the Effective Date.

     (b) Term of Awards. The term of each Award granted under the Plan shall be
     established by the Committee, but shall not exceed 10 years; provided,
     however, that in the case of an Employee who owns Shares representing more
     than 10% of the outstanding Common Stock at the time an ISO is granted, the
     term of such ISO shall not exceed five years.

4. SHARES SUBJECT TO THE PLAN.

          General Rule. The aggregate number of Shares deliverable pursuant to
     Awards shall not exceed 1,345,000 Shares, as such number may be adjusted on
     and after the Effective Date pursuant to Paragraph 10 hereof. Such Shares
     may either be authorized but unissued Shares, Shares held in treasury, or
     Shares held in a grantor trust created by the Company. If any Awards should
     expire, become unexercisable, or be forfeited for any

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     reason without having been exercised, the Optioned Shares shall, unless the
     Plan shall have been terminated, be available for the grant of additional
     Awards under the Plan. Effective on the date of adoption of the 1999
     Amendment to the Plan, an additional 672,500 Shares shall be deliverable
     pursuant to Options.

5. ADMINISTRATION OF THE PLAN.

     (a) Composition of the Committee. The Plan shall be administered by the
     Stock Option Committee, which shall consist of not less than two members of
     the Board, all of whom shall be Non-Employee Directors. Members of the
     Committee shall serve at the pleasure of the Board. In the absence of a
     duly appointed Committee, the Plan shall be administered by those members
     of the Board who are Non-Employee Directors. Notwithstanding the foregoing,
     the Board may, at any time, act in lieu of the Committee.

     (b) Powers of the Committee. Except as limited by the express provisions of
     the Plan or by resolutions adopted by the Board, the Committee shall have
     sole and complete authority and discretion (i) to select Participants and
     grant Awards, (ii) to determine the form and content of Awards to be issued
     in the form of Agreements under the Plan, (iii) to interpret the Plan, (iv)
     to prescribe, amend and rescind rules and regulations relating to the Plan,
     and (v) to make other determinations necessary or advisable for the
     administration of the Plan. The Committee shall have and may exercise such
     other power and authority as may be delegated to it by the Board from time
     to time. A majority of the entire Committee shall constitute a quorum and
     the action of a majority of the members present at any meeting at which a
     quorum is present, or acts approved in writing by all members of the
     Committee without a meeting, shall be deemed the action of the Committee.

     (c) Agreement. Each Award shall be evidenced by a written agreement
     containing such provisions as may be approved by the Committee. Each such
     Agreement shall constitute a binding contract between the Company and the
     Participant and every Participant, upon acceptance of such Agreement, shall
     be bound by the terms and restrictions of the Plan and of such Agreement.
     The terms of each such Agreement shall be in accordance with the Plan, but
     each Agreement may include such additional provisions and restrictions
     determined by the Committee, in its discretion, provided that such
     additional provisions and restrictions are not inconsistent with the terms
     of the Plan. In particular, the Committee shall set forth in each Agreement
     (i) the Exercise Price of an Option, (ii) the number of Shares subject to,
     and the expiration date of, the Award, (iii) the manner, time and rate
     (cumulative or otherwise) of exercise or vesting of such Award, and (iv)
     the restrictions, if any, to be placed upon such Award or upon Shares which
     may be issued upon exercise of such Award.

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          The Chairman of the Committee and such other Directors and officers as
     shall be designated by the Committee are hereby authorized to execute
     Agreements on behalf of the Company and to cause them to be delivered to
     the recipients of Awards.

     (d) Effect of the Committee's Decisions. All decisions, determinations and
     interpretations of the Committee shall be final and conclusive on all
     persons affected thereby.

     (e) Indemnification. In addition to such other rights of indemnification as
     they may have, the members of the Committee shall be indemnified by the
     Company in connection with any claim, action, suit or proceeding relating
     to any action taken or failure to act under or in connection with the Plan
     or any Award, to the full extent provided for under the Company's governing
     instruments with respect to the indemnification of Directors.

6. GRANT OF OPTIONS.

     (a) General Rule. In its sole discretion, the Committee may grant Awards to
     select key Employees. In selecting those Employees to whom Awards will be
     granted and the number of shares covered by such Awards, the Committee
     shall consider their respective positions, duties and responsibilities, the
     value of their services to the Company and its Affiliates, and any other
     factors the Committee may deem relevant. Notwithstanding the foregoing, the
     Committee shall automatically make the Awards specified in Paragraphs 6(b)
     and 6(d) hereof.

     (b) Automatic Grants to Employees. On the Effective Date, each of the
     following Employees shall receive an Option (in the form of an ISO, to the
     extent permissible under the Code) to purchase the number of Shares listed
     below, at an Exercise Price per Share equal to the Market Value of a Share
     on the Effective Date; provided that such grant shall not be made to an
     Employee whose Continuous Service terminates on or before the Effective
     Date:

<TABLE>
<CAPTION>
                 EMPLOYEE                                 SHARES
                 --------                                 ------
<S>                                                      <C>
             Thomas J. Hammond                           400,000
             Mark T. Hammond                             250,000
             Michael W. Carrie                           45,000+20,000
             Joan H. Anderson                            45,000
             Mary Kay McGuire                            15,000+20,000
             7 Senior Vice Presidents                    15,000 each*
             6 First Vice Presidents                     5,000 each*
             22 Vice Presidents                          2,500 each*
             52 Assistant Vice Presidents                1,500 each*
</TABLE>

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* Additional names are set forth as an Attachment to the Plan.

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          With respect to each of the above-named Employees, the Option granted
     to the Employee hereunder (i) shall vest in accordance with the general
     rule set forth in Paragraph 8(a) of the Plan, (ii) shall have a term of ten
     years from the Effective Date, except as limited by Paragraph 3(b), and
     (iii) shall be subject to the general rule set forth in Paragraph 8(c) with
     respect to the effect of an Employee's termination of Continuous Service on
     the Employee's right to exercise his Options.

     (c) Special Rules for ISOs. The aggregate Market Value, as of the date the
     Option is granted, of the Shares with respect to which ISOs are exercisable
     for the first time by an Employee during any calendar year (under all stock
     option plans, as defined in Section 422 of the Code, of the Company or any
     present or future Affiliate of the Company) shall not exceed $100,000.
     Notwithstanding the foregoing, the Committee may grant Options in excess of
     the foregoing limitations, in which case such Options granted in excess of
     such limitation shall be Options which are Non-ISOs.

     (d) Automatic Grants to Directors. Notwithstanding any other provisions of
     this Plan, each Director who is not an Employee but is a Director on the
     dates specified below shall receive Options to purchase the number of
     Shares indicated of the Shares reserved under Paragraph 4(a) hereof. Such
     Options shall have an Exercise Price per Share equal to the Market Value of
     a Share on the date of grant.

          (1)  each Non-Employee Director of the Company or the Bank in office
               on the day immediately prior to the Effective Date shall receive
               Options to purchase 1,000 Shares for each year of service on the
               Board or that of the Bank;

          (2)  each Non-Employee Director who is elected to the Board of the
               Company on or following the Effective Date shall upon taking
               office receive Options to purchase 1,000 Shares;

          (3)  each Non-Employee Director of the Company shall receive on May 1,
               1998 and each succeeding May 1, Options to purchase 1,000 Shares;
               an individual serving on the Boards of both the Company and the
               Bank shall be entitled to Options to purchase a total of 1,000
               Shares per year.

7. EXERCISE PRICE FOR OPTIONS.

     (a) Limits on Committee Discretion. The Exercise Price as to any particular
     Option shall not be less than 50% of the Market Value of the Shares on the
     date of grant (100% in the case of ISOs). In the case of an Employee who
     owns Shares representing more than 10% of the Company's outstanding Shares
     of Common Stock at the time an ISO is granted, the Exercise Price shall not
     be less than 110% of the Market Value of the Shares at the time the ISO is
     granted.

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     (b) Standards for Determining Exercise Price. If the Common Stock is listed
     on a national securities exchange (including the NASDAQ National Market) on
     the date in question, then the Market Value per Share shall be the average
     of the highest and lowest selling prices on such exchange on such date, or
     if there were no sales on such date, then the Market Value per Share shall
     be the average of the highest and lowest selling price on such exchange on
     the trading day immediately preceding such date on which sales were
     effected. If the Common Stock is traded otherwise than on a national
     securities exchange on the date in question, then the Market Value per
     Share shall be the average of the bid and asked price on such date, or, if
     there is no bid and asked price on such date, then on the next prior
     business day on which there was a bid and asked price. If no price is
     available, then the Market Value per Share shall be its fair market value
     as determined by the Committee, in its sole and absolute discretion.
     Notwithstanding the foregoing, in the event that either (i) the Committee
     exercises its discretion to impose transfer (or other) restrictions on the
     Shares subject to an Option, or (ii) the Plan requires specified transfer
     restrictions, the Committee shall make an appropriate adjustment in
     determining the Market Value of the Shares subject to such an Option (in
     order to take into account that their fair market value may be less than
     the fair market value of unrestricted Shares).

8. EXERCISE OF OPTIONS BY EMPLOYEES.

     (a) Generally. Unless otherwise provided by the Committee pursuant to an
     applicable Agreement, each Option shall be fully (100%) exercisable after
     the one year period following the date of its grant. An Option may not be
     exercised for a fractional Share.

     (b) Procedure for Exercise. An Employee may exercise Options, subject to
     provisions relative to its termination and any limitations on its exercise,
     only by (1) written notice of intent to exercise the Option with respect to
     a specified number of Shares, and (2) payment to the Company
     (contemporaneously with delivery of such notice) in cash, in Common Stock,
     or a combination of cash and Common Stock, of the amount of the Exercise
     Price for the number of Shares with respect to which the Option is then
     being exercised. Each such notice (and payment where required) shall be
     delivered, or mailed by prepaid registered or certified mail, addressed to
     the Treasurer of the Company at the Company's executive offices. Common
     Stock utilized in full or partial payment of the Exercise Price for Options
     shall be valued at its Market Value at the date of exercise and may consist
     of Shares subject to the Option being exercised. An Employee who exercises
     Non-ISOs pursuant to this Paragraph may satisfy all applicable federal,
     state and local income and employment tax withholding obligations, in whole
     or in part, by irrevocably electing to have the Company withhold shares of
     Common Stock, or to deliver to the Company shares of Common Stock that the
     Employee already owns, having a value equal to the amount required to be
     withheld; provided that to the extent not inconsistent

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     herewith, such election otherwise complies with those requirements of
     Paragraphs 8 and 18 hereof.

     (c) Period of Exercisability. Except to the extent otherwise provided in
     the terms of an Agreement, an Option may be exercised hereunder only while
     the Employee is employed by the Company and has maintained Continuous
     Service from the date of the grant of the Option, or until the later of
     three months after termination of such Continuous Service or the date on
     which the Option would otherwise expire, except if the Employee's
     Continuous Service terminates by reason of -

          (1) "Just Cause" which for purposes hereof shall have the meaning set
     forth in any unexpired employment or severance agreement of the Employee
     (and, in the absence of any such agreement, shall mean termination because
     of the Employee's personal dishonesty, incompetence, willful misconduct,
     breach of fiduciary duty involving personal profit, intentional failure to
     perform stated duties, willful violation of any law, rule or regulation
     [other than traffic violations or similar offenses] or final
     cease-and-desist order), then the Employee's rights to exercise such Option
     shall expire on the date of such termination;

          (2) death, then to the extent that the Employee would have been
     entitled to exercise the Option immediately prior to his death, such Option
     of the deceased Employee may be exercised within two years from the date of
     his death (but not later than the date on which the Option would otherwise
     expire) by the personal representatives of his estate or person or persons
     to whom his rights under such Option shall have passed by will or by laws
     of descent and distribution;

          (3) Disability, then to the extent that the Employee would have been
     entitled to exercise the Option immediately prior to his or her Disability,
     such Option may be exercised within one year from the date of termination
     of employment due to Disability, but not later than the date on which the
     Option would otherwise expire.

     (d) Effect of the Committee's Decisions. The Committee's determination
     whether an Employee's Continuous Service has ceased, and the effective date
     thereof, shall be final and conclusive on all persons affected thereby.

     (e) Acceleration of Vesting. Notwithstanding the six-month period set forth
     in Paragraph 8(a) hereof and except to the extent otherwise provided in the
     terms of an Agreement, all Options held by an Employee whose service with
     the Company or an Affiliate terminates due to death, Disability,
     retirement, or a Change in Control shall be deemed fully exercisable and
     non-forfeitable as of the Employee's last day of service.

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9. EXERCISE OF OPTIONS BY NON-EMPLOYEE DIRECTORS.

     (a) Generally. Unless otherwise provided by the Committee pursuant to an
     applicable Agreement, each Option shall be fully (100%) exercisable after
     one year following the date of its grant.

     (b) Terms of Exercise.

               (i) Options received by Directors who are not Employees will
          become exercisable in accordance with the general rule set forth in
          Paragraph 8(a) hereof, and may be exercised from time to time in the
          manner set forth in Paragraph 8(b).

               (ii) Options granted to Non-Employee Directors shall have a term
          of 5 years; provided that Options so granted shall expire one year
          after the date on which a Director terminates Continuous Service on
          the Board, but in no event later than the date on which such Options
          would otherwise expire. In the event of such Director's death during
          the term of his directorship, such Options shall become immediately
          exercisable, and may be exercised within two years from the date of
          his death by the personal representatives of his estate or person or
          persons to whom his rights under such Options shall have passed by
          will or by laws of descent and distribution, but in no event later
          than the date on which such Options would otherwise expire. In the
          event of such Director's Disability during his or her directorship,
          the Director's Options shall become immediately exercisable, and such
          Options may be exercised within one year of the termination of
          directorship due to Disability, but not later than the date that the
          Options would otherwise expire. Unless otherwise inapplicable or
          inconsistent with the provisions of this Paragraph, the Options to be
          granted to Directors hereunder shall be subject to all other
          provisions of this Plan.

     (c) Effect of the Committee's Decisions. The Committee's determination
     whether a Director's Continuous Service has ceased, and the effective date
     thereof, shall be final and conclusive on all persons affected thereby.

     (d) Acceleration of Vesting. Notwithstanding the six-month period set forth
     in Paragraph 9(a) hereof and except to the extent otherwise provided in the
     terms of an Agreement, all Options held by a Director whose service with
     the Bank terminates due to death, Disability, retirement or a Change in
     Control shall be deemed fully exercisable and non-forfeitable as of the
     Director's last day of service with the Bank.

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10. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.

     (a) Recapitalizations; Stock Splits, Etc. The number and kind of Shares
     reserved for issuance under the Plan, and the number and kind of Shares
     subject to outstanding Awards, and the Exercise Price thereof, shall be
     proportionately adjusted for any increase, decrease, change or exchange of
     Shares for a different number or kind of shares or other securities of the
     Company which results from a merger, consolidation, recapitalizations,
     reorganization, reclassification, stock dividend, split-up, combination of
     shares or similar event in which the number or kind of shares is changed
     without the receipt or payment of consideration by the Company.

     (b) Transactions in which the Company is Not the Surviving Entity. In the
     event of (i) the liquidation or dissolution of the Company, (ii) a merger
     or consolidation in which the Company is not the surviving entity, or (iii)
     the sale or disposition of all or substantially all of the Company's assets
     (any of the foregoing to be referred to herein as a "Transaction"), all
     outstanding Awards, together with the Exercise Prices thereof, shall be
     equitably adjusted for any change or exchange of Shares for a different
     number or kind of shares or other securities which results from the
     Transaction.

     (c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
     (a) or (b) hereof shall be made in such a manner as not to constitute a
     modification, within the meaning of Section 424(h) of the Code.

     (d) Conditions and Restrictions on New, Additional, or Different Shares or
     Securities. If, by reason of any adjustment made pursuant to this
     Paragraph, a Participant becomes entitled to new, additional, or different
     shares of stock or securities, such new, additional, or different shares of
     stock or securities shall thereupon be subject to all of the conditions and
     restrictions which were applicable to the Shares pursuant to the Award
     before the adjustment was made.

     (e) Other Issuances. Except as expressly provided in this Paragraph, the
     issuance by the Company of shares of stock of any class, or of securities
     convertible into Shares or stock of another class, for cash or property or
     for labor or services either upon direct sale or upon the exercise of
     rights or warrants to subscribe therefor, shall not affect, and no
     adjustment shall be made with respect to, the number, class, or Exercise
     Price of Shares then subject to Awards or reserved for issuance under the
     Plan.

11. NON-TRANSFERABILITY OF AWARDS.

          Awards may not be sold, pledged, assigned, hypothecated, transferred
     or disposed of in any manner other than by will or by the laws of descent
     and distribution. Notwithstanding any other provision of this Plan to the
     contrary, to the extent permissible under Rule 16b-3, and except to the
     extent otherwise provided in the terms of an

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     Agreement, a Participant who is granted Non-ISOs pursuant to this Plan may
     transfer such Non-ISOs to his or her spouse, lineal ascendants, lineal
     descendants, or to a duly established trust, provided that Non-ISOs so
     transferred may not again be transferred other than (i) to the Participant
     originally receiving the grant of Non-ISOs, or (ii) to an individual or
     trust to whom such Participant could have transferred Non-ISOs pursuant to
     this Paragraph 11. Non-ISOs which are transferred pursuant to this
     Paragraph 11 shall be exercisable by the transferee subject to the same
     terms and conditions as would have applied to such Non-ISOs in the hands of
     the Participant originally receiving the grant of such Non-ISOs.

12. TIME OF GRANTING AWARDS.

          The date of grant of an Award shall, for all purposes, be the later of
     the date on which the Committee makes the determination of granting such
     Award and the Effective Date. Notice of the determination shall be given to
     each Participant to whom an Award is so granted within a reasonable time
     after the date of such grant.

13. EFFECTIVE DATE.

          The Effective Date shall be the date of adoption of the 1999 Amendment
     to the Plan.

14. MODIFICATION OF AWARDS.

          At any time, and from time to time, the Board may authorize the
     Committee to direct execution of an instrument providing for the
     modification of any outstanding Award, provided no such modification shall
     confer on the holder of said Award any right or benefit which could not be
     conferred on him by the grant of a new Award at such time, or impair the
     Award without the consent of the holder of the Award.

15. AMENDMENT AND TERMINATION OF THE PLAN.

          The Board may from time to time amend the terms of the Plan and
     suspend or terminate the Plans. No amendment, suspension or termination of
     the Plan shall, without the consent of any affected holders of an Award,
     alter or impair any rights or obligations under any Award theretofore
     granted.

16. CONDITIONS UPON ISSUANCE OF SHARES.

     (a) Compliance with Securities Laws. Shares of Common Stock shall not be
     issued with respect to any Award unless the issuance and delivery of such
     Shares shall comply with all relevant provisions of law, including, without
     limitation, the Securities Act of 1933, as amended, the rules and
     regulations promulgated thereunder, any applicable state securities law and
     the requirements of any stock exchange upon which the Shares may then be
     listed.

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     (b) Securities Laws. As a condition to the exercise of an Option, the
     Company may require the person exercising the Option to make such
     representations and warranties as may be necessary to assure the
     availability of an exemption from the registration requirements of federal
     or state securities law.

     (c) Committee Discretion. The Committee shall have the discretionary
     authority to impose in Agreements such restrictions on Shares as it may
     deem appropriate or desirable, including but not limited to the authority
     to impose a right of first refusal or to establish repurchase rights or
     both of these restrictions.

17. RESERVATION OF SHARES.

          The Company, during the term of the Plan, will reserve and keep
     available for issuance a number of Shares sufficient to satisfy the
     requirements of the Plan.

18. WITHHOLDING TAX.

          The Company's obligation to deliver Shares upon exercise of Options
     shall be subject to the Participant's satisfaction of all applicable
     federal, state and local income and employment tax withholding obligations.

19. NO EMPLOYMENT OR OTHER RIGHTS.

          In no event shall an Employee's or Director's eligibility to
     participate or participation in the Plan create or be deemed to create any
     legal or equitable right of the Employee, Director or any other party to
     continue service with the Company or any Affiliate. Except to the extent
     provided in Paragraphs 6(b) and 6(d), no Employee or Director shall have a
     right to be granted an Award or, having received an Award, the right to
     again be granted an Award. However, an Employee or Director who has been
     granted an Award may, if otherwise eligible, be granted an additional Award
     or Awards.

20. GOVERNING LAW.

          The Plan shall be governed by and construed in accordance with the
     laws of the State of Michigan, except to the extent that federal law shall
     be deemed to apply. Any action by an Employee arising with respect to any
     claim regarding any award, any claim of right, or otherwise arising with
     respect to this Plan or its administration, shall only be brought in a
     court of competent jurisdiction with venue in the State of Michigan.

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