Exhibit 10-N Deferred Compensation Plan, as amended and restated as of December
      7, 2005.**


    Exhibit
      10-N

    


    FORD
      MOTOR COMPANY DEFERRED COMPENSATION PLAN

    (Amended
      and Restated as of December 7, 2005)

    


    1.
      Purpose. This Plan, which shall be known as the “Ford Motor Company Deferred
      Compensation Plan” and is hereinafter referred to as the “Plan”, is intended to
      provide for the deferment of payment of (i) awards of incentive compensation
      under the Ford Motor Company Annual Incentive Compensation Plan and similar
      plans, (ii) base salary, (iii) incentive awards payable in cash or stock under
      the Ford Motor Company 1990 Long-Term Incentive Plan, Ford Motor Company 1998
      Long-Term Incentive Plan or any other incentive compensation plan of the Company
      and (iv) new hire payments.

    


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

    


    (a)
      The
      term “AIC Plan” shall mean the Ford Motor Company Annual Incentive Compensation
      Pan, as amended.

    


    (b)
      The
      term “Committee” shall mean, unless the context otherwise requires, the
      following as they from time to time may be constituted:

    


    (i)
      The
      Compensation Committee with respect to all matters affecting any Section 16
      Person.

    


    (ii)
      The
      Deferred Compensation Committee with respect to all matters affecting employees
      other than Section 16 Persons.

    


    (c)
      The
      term “Company” when used in the Plan with reference to employment shall include
      subsidiaries of the Company.

    


    (d)
      The
      term “Compensation Committee” shall mean the Compensation Committee of the Board
      of Directors of the Company.

    


    (e)
      The
      term “Deferred Compensation” shall mean compensation deferred pursuant to
      paragraph (a), (b), (c) or (d) of Section hereto, and any interest equivalents,
      dividend equivalents or other earnings or return on such amounts determined
      in
      accordance with the Plan.

    


    (f)
      The
      term “Deferred Compensation Account” with respect to a participant shall mean
      the book entry account established by the Company for such participant with
      respect to his or her Deferred Compensation.

    


    (g)
      The
      term “Deferred Compensation Committee” shall mean the committee comprised of the
      Group Vice President, Corporate Human Resources and Labor Affairs, the Group
      Vice President and Chief Financial Officer and the Vice President and General
      Counsel or such other persons as may be designated members of such Committee
      by
      the Compensation Committee.

    


    (h)
      The
      term “employee” shall mean any person who is regularly employed by the Company
      or a subsidiary 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 a
      subsidiary.

    


    (i)
      The
      term “Ford Stock” shall mean Ford Common Stock. 

    


    (j)
      The
      term “Ford Stock Unit” shall mean a unit having a value based upon Ford
      Stock.

    


    (k)
      The
      term “LTI Plan” shall mean the Ford Motor Company 1990 Long-Term Incentive Plan,
      as amended, the Ford Motor Company 1998 Long-Term Incentive Plan, as amended,
      or
      any other long-term incentive plans subsequently adopted by the Company that
      are
      substantially similar to such plans.

    


    (l)
      The
      term “SC Plan” shall mean the Ford Motor Company Supplemental Compensation Plan,
      as amended.

    


    (m)
      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.

    


    (n)
      The
      term “SSIP” shall mean the Company’s Savings and Stock Investment Plan for
      Salaried Employees, as amended.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (o)
      The
      term “subsidiary” shall mean (i) any corporation a majority of the voting stock
      of which is owned directly or indirectly by the Company or (ii) any limited
      liability company a majority of the membership interest of which is owned
      directly or indirectly by the Company.

    


    (p)
      The
      term “VIP Plan” shall mean Ford Motor Credit Company Variable Incentive Plan, as
      amended.

    


    3.
      Administration. Except as otherwise herein 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 any Section 16 Person, but may otherwise delegate
      any of its authority under the Plan. The Compensation Committee and the Deferred
      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.

    


    4. Eligibility
      of Participants; Amounts Deferrable. 

    


    (a)
      Participating Subsidiaries and Foreign Location Participants. The Deferred
      Compensation Committee shall determine the extent to which subsidiaries and
      employees at foreign locations may participate in the Plan or similar plans
      and
      the type and amount of compensation that may be deferred under, or the type
      and
      amount of account balances that may be transferred to, the Plan pursuant to
      this
      paragraph (a).

    


    (b)
      Annual Incentive Compensation Deferrals Under the AIC Plan and Other Similar
      Plans. Subject to any limitations determined under paragraph (a) or paragraph
      (g) of this Section 4 or paragraph (a) of Section 5, U.S. employees who receive
      an annual incentive compensation award or an installment of such an award
      payable in cash under the AIC Plan or the VIP Plan, are eligible to defer
      payment under the Plan from 1% to 100%, in 1% increments, of such amount net
      of
      applicable taxes, but not less than $1,000, provided that such employees are
      actively employed by the Company in Leadership Level 1-5 or the equivalent
      at
      the time of the election to defer. Notwithstanding the foregoing, the
      Compensation Committee may in its sole discretion allow deferrals under this
      paragraph (b) by persons that do not meet the eligibility requirements described
      above.

    


    (c)
      Base
      Salary Deferrals. Subject to any limitations determined under paragraph (a)
      or
      paragraph (g) of this Section 4, U.S. employees who are eligible to participate
      in the AIC Plan or the VIP Plan, and who are actively employed by the Company
      in
      Leadership Level 1-5 or the equivalent at the time a salary deferral election
      is
      made are eligible to defer payment of from 1% to 50% of base salary in 1%
      increments, provided that the Compensation Committee has determined that base
      salary deferrals may be made for the employment period covered by such deferral.
      Notwithstanding the foregoing, the Compensation Committee may impose such
      additional limitations on eligibility as it deems appropriate in its sole
      discretion.

    


    (d)
      Deferrals of Incentive Compensation. Subject to any limitations determined
      under
      paragraph (a) or paragraph (g) of this Section 4, U.S. employees who are
      eligible to participate in the AIC Plan or the VIP Plan, and who are actively
      employed by the Company at the time an election is made to defer payment of
      an
      award payable under the LTI Plan or other incentive compensation plan are
      eligible to defer payment of from 1% to 100%, in 1% increments, of such award
      net of applicable taxes, but not less than $1,000 or the equivalent value
      determined at the time of the deferral, provided that the Compensation Committee
      has determined that deferrals may be made for such awards. Notwithstanding
      the
      foregoing, the Compensation Committee may in its sole discretion allow deferrals
      under this paragraph (d) by persons that do not meet the eligibility
      requirements described above.

    


    (e)
      Deferral of Awards under SC Plan. Notwithstanding anything in the Plan to the
      contrary, deferrals of awards of supplemental compensation made under the SC
      Plan for years 1995-1997 shall be governed by the same provisions of the Plan
      that apply to awards of incentive compensation under the AIC Plan. Any
      references to the AIC Plan shall be deemed to cover awards under the SC
      Plan.

    


    (f)
      Deferral of New Hire Payments. Notwithstanding anything contained in the Plan
      to
      the contrary, subject to any limitations determined under paragraph (a) or
      paragraph (e) of this Section 4, newly hired U.S. employees who are eligible
      to
      participate in the AIC Plan or the VIP Plan, and who received an employment
      offer from the Company that included a new hire payment in cash are eligible
      to
      defer payment from 1% to 100%, in 1% increments, of such new hire payment net
      of
      applicable taxes, but not less than $1,000, provided that such employees are
      actively employed by the Company in Leadership Level 1-5 or the equivalent
      at
      the time the new hire payment would otherwise be payable in the absence of
      such
      deferral.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g)
      Eligibility of Compensation Committee Members. No person while a member of
      the
      Compensation Committee shall be eligible to participate under the
      Plan.

    


    (h)
      Transfer of Deferral Accounts from SC Plan. Effective as of the close of
      business on October 16, 1998, all outstanding book entry accounts maintained
      under the SC Plan in the form of contingent credits for cash and/or Ford Common
      Stock shall be transferred to the Plan and governed by the provisions of the
      Plan. Upon such transfer, contingent credits for cash shall be valued based
      on
      the Fidelity Retirement Money Market Portfolio and contingent credits for Ford
      Common Stock shall be valued based on the Ford Stock Fund until such time,
      if
      any, as all or any part of such amounts are transferred by the applicable
      participants to other investment options available under the Plan. Ultimate
      payout of a transferred deferral account shall be in cash, except that, to
      the
      extent that the transferred account is valued based on the Ford Stock Fund,
      the
      participant may make an election prior to the transfer of the account to receive
      the ultimate payout in whole shares of Common Stock.

    


    (i)
      Payout in Ford Stock. Anything in the Plan to the contrary notwithstanding,
      the
      Compensation Committee may determine that certain awards otherwise payable
      in
      Ford Stock under the LTI Plan that are deferred under the Plan shall be
      distributed in whole shares of Ford Stock rather than in cash if, at the time
      of
      the initial deferral of the award, the participant elected (i) the Ford Stock
      Fund as the option for measuring the value of the award and (ii) shares of
      Ford
      Stock rather than cash as the form of payment. In addition, the Committee may
      require, as a condition to such deferral, that (x) the participant make the
      elections described in (i) and (ii) above, (y) the value of such deferral
      continue to be measured based on the Ford Stock Fund with no redesignation
      of
      such deferral to other measurement options under the Plan allowed and (z) the
      ultimate form of payout may not be changed by the participant to
      cash.

    


    5. Deferral
      Elections. 

    


    (a)
      Annual Incentive Compensation Deferrals. For performance years beginning prior
      to January 1, 2005, a participant’s decision to defer payment of annual
      incentive compensation under paragraph (b) of Section 4 under the Plan must
      be
      made prior to October 31 of the performance year for which the compensation
      is
      determined. For performance years beginning on or after January 1, 2005, a
      participant’s decision to defer payment of annual incentive compensation under
      paragraph (b) of Section 4 under the Plan must be made prior to June 30 of
      the
      performance year for which the compensation is determined; provided, however,
      that newly hired employees may not make such an election to defer payment of
      annual incentive compensation in the year of hire.

    


    (b)
      Base
      Salary Deferrals. A participant’s decision to defer payment of base salary under
      the Plan must be made prior to the calendar year during which the base salary
      will be earned; provided, however, that such decision may be made with respect
      to base salary earned during the first calendar year that base salary deferrals
      are permitted under the Plan within thirty days of implementation of the base
      salary component of the Plan but prior to earning any such salary.

    


    (c)
      Incentive Compensation Deferrals. Subject to the limitations set forth in
      Section 4 hereof, the Compensation Committee shall determine the required timing
      for participants to make elections to defer payment of awards payable in cash
      or
      stock under the LTI Plan or other incentive compensation plan.

    


    (d)
      New
      Hire Payment Deferrals. A participant’s decision to defer payment of a new hire
      payment must be made on or before the date of hire.

    


    (e)
      Mandatory Deferrals. The Compensation Committee may mandatorily defer payment
      under the Plan of a portion of certain annual incentive compensation awards
      pursuant to the AIC Plan. The Compensation Committee may determine the extent
      to
      which it may mandatorily defer payment under the Plan of awards payable in
      cash
      or stock under the LTI Plan or other incentive compensation plan.

    


    (f)
      Deferred Compensation Accounts. Amounts deferred pursuant to paragraphs (a),
      (b), (c), (d) or (e) of Section 5, and deferral amounts relating to any transfer
      to the Plan pursuant to paragraph (h) of Section 4, will be credited by book
      entry to the participant’s Deferred Compensation Account. All such amounts shall
      be held in the general funds of the Company. Each participant shall have the
      status of an unsecured general creditor of the Company with respect to his
      or
      her Deferred Compensation Account. The participant shall designate the
      percentage of the amount elected for deferral to be allocated to each investment
      option available under the Plan for purposes of accounting only and not for
      actual investment. In addition, with respect to any particular deferral under
      the Plan, the participant shall elect at the time of the initial deferral
      election (i) the year in which distribution shall be made or distribution upon
      retirement and (ii) the method of distribution desired with respect to any
      such
      deferral election if the participant elected distribution upon retirement,
      i.e.,
      in a lump sum payment or in up to ten annual installments.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g)
      Prohibited Elections or Other Actions. Notwithstanding anything contained in
      the
      Plan to the contrary, no otherwise permissible election or other action is
      allowed that would trigger taxation of any amount under Section 409A of the
      Internal Revenue Code of 1986, as amended.

    


    6. Investment
      Options; Methodology; No Ownership Rights. 

    


    (a)
      General. Unless otherwise delegated to the Deferred Compensation Committee,
      the
      Compensation Committee has the sole discretion to determine the investment
      options available as the measurement mechanism for deferrals and redesignations
      under the Plan, the manner and extent to which elections may be made, the method
      of valuing the various investment options and the Deferred Compensation Accounts
      and the method of crediting the Deferred Compensation Accounts with, or making
      other adjustments as a result of, dividend equivalents, interest equivalents
      or
      other earnings or return on such Accounts.

    


    (b)
      Investment Options. Unless otherwise determined by the Compensation Committee,
      the investment options available as the measurement mechanism for deferrals
      and
      redesignations under the Plan shall be some or all of those provided in the
      Company’s SSIP.

    


    (c)
      Methodology. Unless otherwise determined by the Compensation Committee, the
      methodology for valuing the various investment options and the Deferred
      Compensation Accounts and for calculating amounts to be credited or debited
      or
      other adjustments to any Deferred Compensation Account with respect to any
      investment options shall be the same as that used under the SSIP.

    (d)
      No
      Ownership Rights. Investment options available under the Plan shall be used
      solely for measuring the value of Deferred Compensation Accounts and accounting,
      on a book entry basis, as if the deferred amounts had been invested in actual
      investments, but no such investments shall be made on behalf of participants.
      Participants shall not have any voting rights or any other ownership rights
      with
      respect to the investment options selected as the measuring mechanism for their
      Deferred Compensation Accounts.

    


    7. Redesignation
      Within a Deferred Compensation Account. 

    


    (a)
      General. Except as otherwise provided in paragraph (f) of this Section 7, a
      participant or the beneficiary or legal representative of a deceased
      participant, may redesignate amounts credited to a Deferred Compensation Account
      among the investments available under the Plan. No redesignations relating
      to a
      particular deferral may occur on or after the scheduled distribution date for
      the deferral under the Plan.

    


    (b)
      Eligible Participants. Active employees and retired participants are eligible
      to
      redesignate.

    


    (c)
      Permitted Frequency. Redesignations may be made at the same frequency as
      transfers may be made under the SSIP.

    


    (d)
      Amount of Redesignation. Any redesignation relating to a particular deferral
      shall be in a specified percentage or dollar amount of the investment option
      from which the redesignation is being made.

    


    (e)
      Timing. Redesignation shall occur on the day the participant’s written
      redesignation election form or telephonic election is received by the Company
      or
      its agent designated for this purpose; provided, however, that if such
      redesignation request is received after 4 p.m. Eastern Time, or on a day that
      is
      not a business day (i.e., a day that either the Company’s World Headquarters
      offices in Dearborn, Michigan or the principal offices of its designated agent
      are not open to the public for business), then such redesignation shall be
      effective on the next business day.

    


    (f)
      Limitations on Redesignations Involving Ford Stock Units. The Committee in
      its
      sole discretion at any time may rescind a redesignation in or out of Ford Stock
      Units if such redesignation was made by a participant who (i) at the time of
      the
      redesignation the Committee believes was in the possession of material,
      nonpublic information with respect to the Company and (ii) in the Committee’s
      estimation benefited from such information by the timing of his or her
      redesignation. In the event of a rescission, the participant’s Deferred
      Compensation Account shall be restored to a status as though such redesignation
      had not occurred.

    


    8.
      Adjustments. In the event of a reorganization, recapitalization, stock split,
      stock dividend, combination of shares, merger, consolidation, rights offering
      or
      any other change in the corporate structure of the Company or shares of Ford
      Stock or units of any other investment option provided under the Plan, the
      Compensation Committee shall make such adjustments, if any, as it may deem
      appropriate in the number of Ford Stock Units, shares of Ford Stock, including
      shares represented by Ford Stock Units, or shares or units of other investment
      options credited to participants’ Deferred Compensation
      Accounts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    9. Distribution
      of Deferred Compensation; Financial Hardship. 

    


    (a)
      General. Except as otherwise provided in paragraph (b) of this Section 9 or
      in
      Section 11, or as otherwise determined by the Committee, distribution of all
      or
      any part of a participant’s Deferred Compensation Account shall be made on, or
      as soon thereafter as practicable, (i) March 15 of the year selected by the
      participant for distribution with respect to the particular deferral if the
      participant is an active employee of the Company on the distribution date,
      (ii)
      the March 15 following death or termination for reasons other than retirement,
      notwithstanding any prior selection by the participant of a subsequent year
      for
      distribution with respect to the particular deferral, (iii) the March 15
      following retirement if the participant selected distribution upon retirement
      with respect to the particular deferral and a lump sum distribution was
      selected, or if the participant selected a particular year for distribution
      with
      respect to the particular deferral but retired prior to the year selected,
      or
      (iv) the March 15 following retirement with respect to the first annual
      installment and continuing on the applicable number of consecutive anniversaries
      of such date if no more than ten annual installments were selected by the
      participant with respect to the particular deferral. Unless otherwise determined
      by the Committee, a Deferred Compensation Account or part thereof relating
      to a
      particular distribution shall be valued, for purposes of the distribution,
      as of
      the following applicable date or as soon thereafter as practicable: March 15
      of
      the year of distribution or the next preceding day for which valuation
      information is available. Notwithstanding anything contained in the Plan to
      the
      contrary, for post-2004 deferrals under the Plan, (i) termination of employment
      other than for death shall not trigger acceleration of distribution of any
      or
      all of a participant's Deferred Compensation Account relating to such deferrals,
      and (ii) no distribution of any or all of a Deferred Compensation Account
      relating to such deferrals held by any "key employee" (defined under Section
      416(i) of the Internal Revenue Code of 1986, as amended) shall occur earlier
      than six months following the key employee's termination of employment, except
      in the case of death. In addition, the Compensation Committee shall determine
      the extent to which participants may be allowed to elect to change the timing
      of
      their distributions prior to retirement; provided, however, that in no event
      shall any changes be allowed that would trigger taxation of any amount under
      Section 409A of the Internal Revenue Code of 1986, as amended.

    


    (b)
      Financial Hardship. At the written request of a participant, the Committee,
      in
      its sole discretion, may authorize the cessation of deferrals under the Plan
      by
      such participant and distribution of all or any part of the participant's
      Deferred Compensation Account prior to his or her scheduled distribution date
      or
      dates, or accelerate payment of any installment payable with respect to Deferred
      Compensation, upon a showing of unforeseeable emergency by the participant.
      For
      purposes of this paragraph, "unforeseeable emergency" shall mean severe
      financial hardship resulting from extraordinary and unforeseeable circumstances
      arising as a result of one or more recent events beyond the control of the
      participant. In any event, payment shall not be made to the extent such
      emergency is or may be relieved (i) through reimbursement or compensation by
      insurance or otherwise, (ii) by liquidation of the participant's assets, to
      the
      extent the liquidation of such assets would not itself cause severe financial
      hardship and (iii) by cessation of deferrals under the Plan. Withdrawals of
      amounts because of unforeseeable emergency shall only be permitted to the extent
      reasonably necessary to satisfy the emergency. Examples of what are not
      considered to be unforeseeable emergencies include the need to send a
      participant's child to college or the desire to purchase a home. The Committee
      shall determine the applicable distribution date and the date as of which the
      amount to be distributed shall be valued with respect to any financial hardship
      withdrawal or distribution made pursuant to this paragraph (b) of this Section
      9. Any participant whose deferrals have ceased under the Plan pursuant to this
      paragraph may not elect to recommence deferrals until such time as is determined
      by the Committee, but in no event earlier than permitted under Section 409A
      of
      the Internal Revenue Code of 1986, as amended.

    


    (c)
      Prohibited Distributions or Other Actions. Notwithstanding anything contained
      in
      the Plan to the contrary, no otherwise permissible distribution or other action
      is allowed that would trigger taxation of any amount under Section 409A of
      the
      Internal Revenue Code of 1986, as amended.

    


    (d)
      Election to Change Method and/or Timing of Distributions for Pre-2005 Deferrals.
      Notwithstanding anything contained in the Plan to the contrary, elections by
      active participants to change the method and/or timing of distributions for
      pre-2005 deferrals may be allowed; provided, however, that distributions may
      not
      be changed to a lump sum in-service payment in a future year.

    


    10. 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 Deferred Compensation that would have been payable to such participant had
      he
      or she been living. 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 Company-paid basic 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 9 hereof, in
      the
      event of the death of any participant prior to distribution of all or part
      of
      such participant’s Deferred Compensation Account, the total value of such
      participant’s entire Deferred Compensation Account shall be distributed in cash,
      except as otherwise provided in paragraph (h) or (j) of Section 4, in one lump
      sum in accordance with paragraph (a) of Section 9 to any beneficiary or
      beneficiaries designated or deemed designated by the participant pursuant to
      paragraph (a) of this Section 10 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
      the Plan, provided such conditions shall have been fulfilled by such person
      until the time of his or her death.

    


    11.
      Effect of Inimical Conduct. Anything contained in the Plan notwithstanding,
      all
      rights of a participant under the Plan to receive distribution of all or any
      part of his or her Deferred Compensation Account shall cease on and as of the
      date on which it has been determined by the Committee 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.

    


    12.
      Limitations. A participant shall not have any interest in any Deferred
      Compensation credited to his or her Deferred Compensation Account until it
      is
      distributed in accordance with the Plan. All amounts deferred under the Plan
      shall remain the sole property of the Company, subject to the claims of its
      general creditors and available for use for whatever purposes are desired.
      With
      respect to Deferred Compensation, a participant shall be merely a general
      creditor of the Company and the obligation of the Company hereunder shall be
      purely contractual and shall not be funded or secured in any way. 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.

    


    13.
      Annual Statements of Account. Account statements shall be sent to participants
      as soon as practicable following the end of each year as to the balances of
      their respective Deferred Compensation Accounts as of the end of the previous
      calendar year.

    


    14.
      Withholding of Taxes. The Company shall have the right to withhold an amount
      sufficient to satisfy any federal, state or local income taxes or FICA or
      medicare taxes that the Company may be required by law to pay with respect
      to
      any Deferred Compensation Account, including withholding payment from a
      participant’s current compensation.

    


    15.
      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 10), 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.

    


    16.
      Administration Expense. The entire expense of offering and administering the
      Plan shall be borne by the Company and its participating
      subsidiaries.

    


    17.
      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 such participant’s rights with respect to amounts
      credited to or accrued in his or her Deferred Compensation Account. The
      Committee at any time may rescind or correct any deferrals or credits to any
      Deferred Compensation Account made in error or that jeopardize the intended
      tax
      status or legal compliance of the Plan.

    


    18. Indemnification
      and Exculpation. 

    


    (a)
      Indemnification. Each person who is or shall have been a member of the
      Compensation Committee or a member of the Deferred 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 foregoing
      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
      Deferred 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 Deferred 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.

    


    19.
      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 Deferred 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 Deferred 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.

    


    20.
      Governing Law. The Plan shall be governed by and construed in accordance with
      the laws of the State of Michigan.