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                                                                    EXHIBIT 10.a

                                MASCO CORPORATION
                       1991 LONG TERM STOCK INCENTIVE PLAN
                     (Amended and Restated October 27, 2005)

SECTION 1. PURPOSES

     The purposes of the 1991 Long Term Stock Incentive Plan (the "Plan") are to
encourage selected employees of and consultants to Masco Corporation (the
"Company") and its Affiliates to acquire a proprietary interest in the Company
in order to create an increased incentive to contribute to the Company's future
success and prosperity, and enhance the ability of the Company and its
Affiliates to attract and retain exceptionally qualified individuals upon whom
the sustained progress, growth and profitability of the Company depend, thus
enhancing the value of the Company for the benefit of its stockholders.

SECTION 2. DEFINITIONS

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean any entity in which the Company's direct or
indirect equity interest is at least twenty percent, and any other entity in
which the Company has a significant direct or indirect equity interest, whether
more or less than twenty percent, as determined by the Committee.

     (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.

     (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (e) "Committee" shall mean a committee of the Company's directors
designated by the Board of Directors to administer the Plan and composed of not
less than two directors, each of whom is a "non-employee director" within the
meaning of Rule 16b-3.

     (f) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the Plan.

     (g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (h) "Incentive Stock Option" shall mean an Option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code, or any successor provision thereto.

     (i) "Non-Qualified Stock Option" shall mean an Option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.

     (j) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     (k) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.

     (l) "Participant" shall mean an employee of or consultant to the Company or
any Affiliate or a director of the Company designated to be granted an Award
under the Plan.

     (m) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.

     (n) "Prior Plans" shall mean the Company's 1988 Restricted Stock Incentive
Plan and 1988 Stock Option Plan.

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     (o) "Restricted Period" shall mean the period of time during which Awards
of Restricted Stock or Restricted Stock Units are subject to restrictions.

     (p) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.

     (q) "Restricted Stock Unit" shall mean any right granted under Section 6(c)
of the Plan that is denominated in Shares.

     (r) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act, or any successor rule or regulation.

     (s) "Section 16" shall mean Section 16 of the Exchange Act, the rules and
regulations promulgated by the Securities and Exchange Commission thereunder, or
any successor provision, rule or regulation.

     (t) "Shares" shall mean the Company's common stock, par value $1.00 per
share, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(c) of the Plan.

     (u) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.

SECTION 3. ADMINISTRATION

     The Committee shall administer the Plan, and subject to the terms of the
Plan and applicable law, the Committee's authority shall include without
limitation the power to:

               (i) designate Participants;

               (ii) determine the types of Awards to be granted;

               (iii) determine the number of Shares to be covered by Awards and
          any payments, rights or other matters to be calculated in connection
          therewith;

               (iv) determine the terms and conditions of Awards and amend the
          terms and conditions of outstanding Awards;

               (v) determine how, whether, to what extent, and under what
          circumstances Awards may be settled or exercised in cash, Shares,
          other securities, other Awards or other property, or canceled,
          forfeited or suspended;

               (vi) determine how, whether, to what extent, and under what
          circumstances cash, Shares, other securities, other Awards, other
          property and other amounts payable with respect to an Award shall be
          deferred either automatically or at the election of the holder thereof
          or of the Committee;

               (vii) determine the methods or procedures for establishing the
          fair market value of any property (including, without limitation, any
          Shares or other securities) transferred, exchanged, given or received
          with respect to the Plan or any Award;

               (viii) prescribe and amend the forms of Award Agreements and
          other instruments required under or advisable with respect to the
          Plan;

               (ix) designate Options granted to key employees of the Company or
          its subsidiaries as Incentive Stock Options;

               (x) interpret and administer the Plan, Award Agreements, Awards
          and any contract, document, instrument or agreement relating thereto;


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               (xi) establish, amend, suspend or waive such rules and
          regulations and appoint such agents as it shall deem appropriate for
          the administration of the Plan;

               (xii) decide all questions and settle all controversies and
          disputes which may arise in connection with the Plan, Award Agreements
          and Awards;

               (xiii) delegate to directors of the Company the authority to
          designate Participants and grant Awards, and to amend Awards granted
          to Participants;

               (xiv) make any other determination and take any other action that
          the Committee deems necessary or desirable for the interpretation,
          application and administration of the Plan, Award Agreements and
          Awards.

     All designations, determinations, interpretations and other decisions under
or with respect to the Plan, Award Agreements or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all persons, including the Company, Affiliates,
Participants, beneficiaries of Awards and stockholders of the Company.

SECTION 4. SHARES AVAILABLE FOR AWARDS

     (a) Shares Available. Subject to adjustment as provided in Section 4(c):

          The maximum number of Shares available for issuance in respect of
Awards made under the Plan on or after May 17, 2000 shall be 20,000,000 Shares
plus up to an additional 20,000,000 Shares to the extent Shares are acquired by
the Company, including Shares purchased in the open market, on or after May 17,
2000 in connection with awards made under the Plan, provided, however, that in
the event (i) an Award in respect of Shares under the Plan or the Prior Plans is
settled for cash or expires or is terminated unexercised as to any Shares
covered thereby, (ii) any Award under the Plan or the Prior Plans in respect of
shares is cancelled or forfeited for any reason without the delivery of Shares,
(iii) any Option or other Award granted is exercised through the surrender of
Shares, or (iv) tax obligations are satisfied through the surrender or
withholding of Shares, the number of Shares available for issuance in respect of
Awards under the Plan shall be increased by the number of Shares not delivered
in connection with any such Award or so surrendered or withheld. Not more than
20,000,000 shares may be awarded as incentive stock options on or after May 17,
2000. Subject to the foregoing, Shares may be made available from the authorized
but unissued Shares of the Company or from Shares reacquired by the Company,
including but not limited to Shares purchased in the open market.

     (b) Individual Stock-Based Awards. Subject to adjustment as provided in
Section 4(c), no Participant may receive Options or Stock Appreciation Rights
under the Plan in any calendar year that relate to more than 4,000,000 Shares in
the aggregate; provided, however, that such number may be increased with respect
to any Participant by any Shares available for grant to such Participant in
accordance with this Paragraph 4(b) in any prior years that were not granted in
such prior year beginning on or after January 1, 2000. No provision of this
Paragraph 4(b) shall be construed as limiting the amount of any other
stock-based or cash-based Award which may be granted to any Participant.

     (c) Adjustments. Upon the occurrence of any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
change in the capital or shares of capital stock, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or extraordinary transaction or event which affects
the Shares, then the Committee shall have the authority to make such adjustment,
if any, in such manner as it deems appropriate, in (i) the number and type of
Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) outstanding Awards including without limitation the
number and type of Shares (or other securities or property) subject thereto, and
(iii) the grant, purchase or exercise price with respect to outstanding Awards
and, if deemed appropriate, make provision for cash


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payments to the holders of outstanding Awards; provided, however, that the
number of Shares subject to any Award denominated in Shares shall always be a
whole number.

SECTION 5. ELIGIBILITY

     Any employee of or consultant to the Company or any Affiliate, or any
director of the Company, is eligible to be designated a Participant.

SECTION 6. AWARDS

     (a) Options. The Committee is authorized to grant Options to Participants.

               (i) Committee Determinations. Subject to the terms of the Plan,
          the Committee shall determine:

                    (A) the purchase price per Share under each Option,
               provided, however, that such price shall be not less than 100% of
               the fair market value of the Shares underlying such Option on the
               date of grant;

                    (B) the term of each Option; and

                    (C) the time or times at which an Option may be exercised,
               in whole or in part, the method or methods by which and the form
               or forms (including, without limitation, cash, Shares, other
               Awards or other property, or any combination thereof, having a
               fair market value on the exercise date equal to the relevant
               exercise price) in which payment of the exercise price with
               respect thereto may be made or deemed to have been made. The
               terms of any Incentive Stock Option granted under the Plan shall
               comply in all respects with the provisions of Section 422 of the
               Code, or any successor provision thereto, and any regulations
               promulgated thereunder.

          Subject to the terms of the Plan, the Committee may impose such
conditions or restrictions on any Option as it deems appropriate.

               (ii) Other Terms. Unless otherwise determined by the Committee:

                    (A) A Participant electing to exercise an Option shall give
               written notice to the Company, as may be specified by the
               Committee, of exercise of the Option and the number of Shares
               elected for exercise, such notice to be accompanied by such
               instruments or documents as may be required by the Committee, and
               shall tender the purchase price of the Shares elected for
               exercise.

                    (B) At the time of exercise of an Option payment in full in
               cash or in Shares (that have been held by the Participant for at
               least six months) or any combination thereof, at the option of
               the Participant, shall be made for all Shares then being
               purchased.

                    (C) The Company shall not be obligated to issue any Shares
               unless and until:

                         (I) if the class of Shares at the time is listed upon
               any stock exchange, the Shares to be issued have been listed, or
               authorized to be added to the list upon official notice of
               issuance, upon such exchange, and

                         (II) in the opinion of the Company's counsel there has
               been compliance with applicable law in connection with the
               issuance and delivery of Shares and such issuance shall have been
               approved by the Company's counsel.


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     Without limiting the generality of the foregoing, the Company may require
from the Participant such investment representation or such agreement, if any,
as the Company's counsel may consider necessary in order to comply with the
Securities Act of 1933 as then in effect, and may require that the Participant
agree that any sale of the Shares will be made only in such manner as shall be
in accordance with law and that the Participant will notify the Company of any
intent to make any disposition of the Shares whether by sale, gift or otherwise.
The Participant shall take any action reasonably requested by the Company in
such connection. A Participant shall have the rights of a stockholder only as
and when Shares have been actually issued to the Participant pursuant to the
Plan.

                    (D) If the employment of or consulting arrangement with a
               Participant terminates for any reason (including termination by
               reason of the fact that an entity is no longer an Affiliate)
               other than the Participant's death, the Participant may
               thereafter exercise the Option as provided below, except that the
               Committee may terminate the unexercised portion of the Option
               concurrently with or at any time following termination of the
               employment or consulting arrangement (including termination of
               employment upon a change of status from employee to consultant)
               if it shall determine that the Participant has engaged in any
               activity detrimental to the interests of the Company or an
               Affiliate. If such termination is voluntary on the part of the
               Participant (other than retirement on or after normal retirement
               date), the Option may be exercised only within thirty days after
               the date of termination. If such termination is involuntary on
               the part of the Participant, the Option may be exercised within
               three months after the date of termination. If an employee
               retires on or after normal retirement date, Options shall
               continue to become exercisable and shall remain exercisable in
               accordance with the terms and the provisions of this Plan. If the
               employment or consulting relationship is terminated by reason of
               permanent and total disability, all unexercisable installments of
               the option shall thereupon become exercisable and shall remain
               exercisable for the remainder of the Option term, subject to the
               provisions of Section 6(a)(ii)(E). Unless the Committee
               determines otherwise, a change in a Participant's status from
               employee to consultant shall be considered a voluntary
               termination of employment as to any Option granted on or after
               September 13, 2000 (other than restoration Options granted with
               respect to Options granted prior to September 13, 2000). For
               purposes of this Paragraph (D), a Participant's employment or
               consulting arrangement shall not be considered terminated (i) in
               the case of approved sick leave or other bona fide leave of
               absence (not to exceed one year), (ii) in the case of a transfer
               of employment or the consulting arrangement among the Company and
               Affiliates, or (iii) by virtue of a change of status from
               employee to consultant or from consultant to employee, except as
               provided above.

                    (E) If a Participant dies, all unexercisable installments of
               the Option shall thereupon become exercisable and, at any time or
               times within one year after death such Option may be exercised,
               as to all or any unexercised portion of the Option. The Company
               may decline to deliver Shares to a designated beneficiary until
               it receives indemnity against claims of third parties
               satisfactory to the Company. Except as so exercised such Option
               shall expire at the end of such period.

                    (F) Except as provided above, an Option may be exercised
               only if and to the extent such Option was exercisable at the date
               of termination of employment or the consulting arrangement, and
               an Option may not be exercised at a time when the Option would
               not have been exercisable had the employment or consulting
               arrangement continued.

                    (G) The provisions of this clause (ii), as amended, shall
               apply to all outstanding Options, regardless of the grant date.

               (iii) Restoration Options. The Committee may grant a Participant
          the right to receive a restoration Option with respect to an Option or
          any other stock option granted by the Company. Unless the Committee
          shall otherwise determine, a restoration Option shall provide that the
          underlying option must be exercised while the Participant is an
          employee of or, with respect to Options granted prior to September 13,
          2000, a consultant to the Company or an Affiliate and the


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          number of Shares which are subject to a restoration Option shall not
          exceed the number of whole Shares exchanged in payment for the
          exercise of the original option.

     (b) Stock Appreciation Rights. The Committee is authorized to grant Stock
Appreciation Rights to Participants. Subject to the terms of the Plan, a Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive, upon exercise thereof, the excess of (i) the fair market value
of one Share on the date of exercise or, if the Committee shall so determine in
the case of any such right other than one related to any Incentive Stock Option,
at any time during a specified period before or after the date of exercise over
(ii) the grant price of the right as specified by the Committee. Subject to the
terms of the Plan, the Committee shall determine the grant price, term, methods
of exercise and settlement and any other terms and conditions of any Stock
Appreciation Right and may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.

     (c) Restricted Stock and Restricted Stock Units.

               (i) Issuance. The Committee is authorized to grant to
          Participants Awards of Restricted Stock, which shall consist of
          Shares, and Restricted Stock Units which shall give the Participant
          the right to receive cash, other securities, other Awards or other
          property, in each case subject to the termination of the Restricted
          Period determined by the Committee.

               (ii) Restrictions. The Restricted Period may differ among
          Participants and may have different expiration dates with respect to
          portions of Shares covered by the same Award. Subject to the terms of
          the Plan, Awards of Restricted Stock and Restricted Stock Units shall
          have such restrictions as the Committee may impose (including, without
          limitation, limitations on the right to vote Restricted Stock or the
          right to receive any dividend or other right or property), which
          restrictions may lapse separately or in combination at such time or
          times, in installments or otherwise. Unless the Committee shall
          otherwise determine, any Shares or other securities distributed with
          respect to Restricted Stock or which a Participant is otherwise
          entitled to receive by reason of such Shares shall be subject to the
          restrictions contained in the applicable Award Agreement. Subject to
          the aforementioned restrictions and the provisions of the Plan,
          Participants shall have all of the rights of a stockholder with
          respect to Shares of Restricted Stock.

               (iii) Registration. Restricted Stock granted under the Plan may
          be evidenced in such manner as the Committee may deem appropriate,
          including, without limitation, book-entry registration or issuance of
          stock certificates.

               (iv) Forfeiture. Except as otherwise determined by the Committee:

                    (A) If the employment of or consulting arrangement with a
               Participant terminates for any reason (including termination by
               reason of the fact that any entity is no longer an Affiliate),
               other than the Participant's death or permanent and total
               disability or, in the case of an employee, retirement on or after
               normal retirement date, all Shares of Restricted Stock
               theretofore awarded to the Participant which are still subject to
               restrictions shall upon such termination of employment or the
               consulting relationship be forfeited and transferred back to the
               Company. Unless the Committee determines otherwise, a change in a
               Participant's status from employee to consultant shall be
               considered a termination of employment as to any Award of
               Restricted Stock granted on or after September 13, 2000.
               Notwithstanding the foregoing or Paragraph (C) below, if a
               Participant continues to hold an Award of Restricted Stock
               following termination of the employment or consulting arrangement
               (including retirement), the Shares of Restricted Stock which
               remain subject to restrictions shall nonetheless be forfeited and
               transferred back to the Company if the Committee at any time
               thereafter determines that the Participant has engaged in any
               activity detrimental to the interests of the Company or an
               Affiliate. For purposes of this Paragraph (A), a Participant's
               employment or consulting arrangement shall not be considered
               terminated (i) in the case of approved sick leave or other bona
               fide leave of absence (not to exceed one year), (ii) in the case
               of a transfer of employment or the consulting arrangement among
               the Company and


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               Affiliates, or (iii) by virtue of a change of status from
               employee to consultant or from consultant to employee, except as
               provided above.

                    (B) If a Participant ceases to be employed or retained by
               the Company or an Affiliate by reason of death or permanent and
               total disability or if following retirement a Participant
               continues to have rights under an Award of Restricted Stock and
               thereafter dies, the restrictions contained in the Award shall
               lapse with respect to such Restricted Stock.

                    (C) If an employee ceases to be employed by the Company or
               an Affiliate by reason of retirement on or after normal
               retirement date, the restrictions contained in the Award of
               Restricted Stock shall continue to lapse in the same manner as
               though employment had not terminated.

                    (D) At the expiration of the Restricted Period as to Shares
               covered by an Award of Restricted Stock, the Company shall
               deliver the Shares as to which the Restricted Period has expired,
               as follows:

                         (1) if an assignment to a trust has been made in
                    accordance with Section 6(g)(iv)(B)(2)(c), to such trust; or

                         (2) if the Restricted Period has expired by reason of
                    death and a beneficiary has been designated in form approved
                    by the Company, to the beneficiary so designated; or

                         (3) in all other cases, to the Participant or the legal
                    representative of the Participant's estate.

     (d) Performance Awards. The Committee is authorized to grant Performance
Awards to Participants. Subject to the terms of the Plan, a Performance Award
granted under the Plan (i) may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock), other securities, other
Awards, or other property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee and payable to, or exercisable by, the
holder of the Performance Award, in whole or in part, upon the achievement of
such performance goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan, the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award granted, the amount of any payment or
transfer to be made pursuant to any Performance Award and other terms and
conditions shall be determined by the Committee.

     (e) Dividend Equivalents. The Committee is authorized to grant to
Participants Awards under which the holders thereof shall be entitled to receive
payments equivalent to dividends or interest with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.

     (f) Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to or otherwise based on or related to Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants to persons who are subject to Section 16
must comply with the provisions of Rule 16b-3. Subject to the terms of the Plan,
the Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards or other property or any
combination thereof, as the Committee shall determine.

     (g) General.


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               (i) No Cash Consideration for Awards. Awards may be granted for
          no cash consideration or for such minimal cash consideration as may be
          required by applicable law.

               (ii) Awards May Be Granted Separately or Together. Awards may, in
          the discretion of the Committee, be granted either alone or in
          addition to, in tandem with or in substitution for any other Award or
          any award granted under any other plan of the Company or any
          Affiliate. Awards granted in addition to or in tandem with other
          Awards or in addition to or in tandem with awards granted under
          another plan of the Company or any Affiliate, may be granted either at
          the same time as or at a different time from the grant of such other
          Awards or awards.

               (iii) Forms of Payment Under Awards. Subject to the terms of the
          Plan and of any applicable Award Agreement, payments or transfers to
          be made by the Company or an Affiliate upon the grant, exercise, or
          payment of an Award may be made in such form or forms as the Committee
          shall determine, including, without limitation, cash, Shares, other
          securities, other Awards, or other property, or any combination
          thereof, and may be made in a single payment or transfer, in
          installments, or on a deferred basis, in each case in accordance with
          rules and procedures established by the Committee. Such rules and
          procedures may include, without limitation, provisions for the payment
          or crediting of reasonable interest on installment or deferred
          payments or the grant or crediting of Dividend Equivalents in respect
          of installment or deferred payments.

               (iv) Limits on Transfer of Awards.

                    (A) Except as the Committee may otherwise determine, no
               Award or right under any Award may be sold, encumbered, pledged,
               alienated, attached, assigned or transferred in any manner and
               any attempt to do any of the foregoing shall be void and
               unenforceable against the Company.

                    (B) Notwithstanding the provisions of Paragraph (A) above:

                         (1) An Option may be transferred:

                              (a) to a beneficiary designated by the Participant
                         in writing on a form approved by the Committee;

                              (b) by will or the applicable laws of descent and
                         distribution to the personal representative, executor
                         or administrator of the Participant's estate; or

                              (c) to a revocable grantor trust established by
                         the Participant for the sole benefit of the Participant
                         during the Participant's life, and under the terms of
                         which the Participant is and remains the sole trustee
                         until death or physical or mental incapacity. Such
                         assignment shall be effected by a written instrument in
                         form and content satisfactory to the Committee, and the
                         Participant shall deliver to the Committee a true copy
                         of the agreement or other document evidencing such
                         trust. If in the judgment of the Committee the trust to
                         which a Participant may attempt to assign rights under
                         such an Award does not meet the criteria of a trust to
                         which an assignment is permitted by the terms hereof,
                         or if after assignment, because of amendment, by force
                         of law or any other reason such trust no longer meets
                         such criteria, such attempted assignment shall be void
                         and may be disregarded by the Committee and the Company
                         and all rights to any such Options shall revert to and
                         remain solely in the Participant. Notwithstanding a
                         qualified assignment, the Participant, and not the
                         trust to which rights under such an Option may be as
                         signed, for the purpose of determining compensation
                         arising by reason of the Option shall continue to be
                         considered an employee or consultant, as the case may
                         be, of the Company or an Affiliate, but such trust and
                         the Participant shall be bound by all of the terms and
                         conditions of the Award Agreement and this Plan. Shares
                         issued in the


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                         name of and delivered to such trust shall be
                         conclusively considered issuance and delivery to the
                         Participant.

                         (2) A Participant may assign or transfer rights under
                    an Award of Restricted Stock or Restricted Stock Units:

                              (a) to a beneficiary designated by the Participant
                         in writing on a form approved by the Committee;

                              (b) by will or the applicable laws of descent and
                         distribution to the personal representative, executor
                         or administrator of the Participant's estate; or

                              (c) to a revocable grantor trust established by
                         the Participant for the sole benefit of the Participant
                         during the Participant's life, and under the terms of
                         which the Participant is and remains the sole trustee
                         until death or physical or mental incapacity. Such
                         assignment shall be effected by a written instrument in
                         form and content satisfactory to the Committee, and the
                         Participant shall deliver to the Committee a true copy
                         of the agreement or other document evidencing such
                         trust. If in the judgment of the Committee the trust to
                         which a Participant may attempt to assign rights under
                         such an Award does not meet the criteria of a trust to
                         which an assignment is permitted by the terms hereof,
                         or if after assignment, because of amendment, by force
                         of law or any other reason such trust no longer meets
                         such criteria, such attempted assignment shall be void
                         and may be disregarded by the Committee and the Company
                         and all rights to any such Awards shall revert to and
                         remain solely in the Participant. Notwithstanding a
                         qualified assignment, the Participant, and not the
                         trust to which rights under such an Award may be
                         assigned, for the purpose of determining compensation
                         arising by reason of the Award shall continue to be
                         considered an employee or consultant, as the case may
                         be, of the Company or an Affiliate, but such trust and
                         the Participant shall be bound by all of the terms and
                         conditions of the Award Agreement and this Plan. Shares
                         issued in the name of and delivered to such trust shall
                         be conclusively considered issuance and delivery to the
                         Participant.

                         (3) The Committee shall not permit directors or
                    officers of the Company for purposes of Section 16 to
                    transfer or assign Awards except as permitted under Rule
                    16b-3.

                    (C) The Committee, the Company and its officers, agents and
               employees may rely upon any beneficiary designation, assignment
               or other instrument of transfer, copies of trust agreements and
               any other documents delivered to them by or on behalf of the
               Participant which they believe genuine and any action taken by
               them in reliance thereon shall be conclusive and binding upon the
               Participant, the personal representatives of the Participant's
               estate and all persons asserting a claim based on an Award. The
               delivery by a Participant of a beneficiary designation, or an
               assignment of rights under an Award as permitted hereunder, shall
               constitute the Participant's irrevocable undertaking to hold the
               Committee, the Company and its officers, agents and employees
               harmless against claims, including any cost or expense incurred
               in defending against claims, of any person (including the
               Participant) which may be asserted or alleged to be based on an
               Award subject to a beneficiary designation or an assignment. In
               addition, the Company may decline to deliver Shares to a
               beneficiary until it receives indemnity against claims of third
               parties satisfactory to the Company.

               (v) Share Certificates. All certificates for Shares or other
          securities delivered under the Plan pursuant to any Award or the
          exercise thereof shall be subject to such stop transfer orders and
          other restrictions as the Committee may deem advisable under the Plan
          or the rules, regulations and other requirements of the Securities and
          Exchange Commission, any stock exchange upon which such Shares or
          other securities are then listed and any applicable Federal or state
          securities laws, and the Committee may cause a legend or legends to be
          put on any such certificates to make appropriate reference to such
          restrictions.


                                      -9-

<PAGE>

               (vi) Change in Control.

                    (A) Notwithstanding any of the provisions of this Plan or
               instruments evidencing Awards granted hereunder, upon a Change in
               Control of the Company (as hereinafter defined) the vesting of
               all rights of Participants under outstanding Awards shall be
               accelerated and all restrictions thereon shall terminate in order
               that Participants may fully realize the benefits thereunder. Such
               acceleration shall include, without limitation, the immediate
               exercisability in full of all Options and the termination of
               restrictions on Restricted Stock and Restricted Stock Units.
               Further, in addition to the Committee's authority set forth in
               Section 4(c), the Committee, as constituted before such Change in
               Control, is authorized, and has sole discretion, as to any Award,
               either at the time such Award is made hereunder or any time
               thereafter, to take any one or more of the following actions: (i)
               provide for the purchase of any such Award, upon the
               Participant's request, for an amount of cash equal to the amount
               that could have been attained upon the exercise of such Award or
               realization of the Participant's rights had such Award been
               currently exercisable or payable; (ii) make such adjustment to
               any such Award then outstanding as the Committee deems
               appropriate to reflect such Change in Control; and (iii) cause
               any such Award then outstanding to be assumed, or new rights
               substituted therefor, by the acquiring or surviving corporation
               after such Change in Control.

                    (B) With respect to any Award granted hereunder prior to
               December 6, 1995, a Change in Control shall occur if:

                         (1) any "person" or "group of persons" as such terms
                    are used in Sections 13(d) and 14(d) of the Exchange Act,
                    other than pursuant to a transaction or agreement previously
                    approved by the Board of Directors of the Company, directly
                    or indirectly purchases or otherwise becomes the "beneficial
                    owner" (as defined in Rule 13d-3 under the Exchange Act) or
                    has the right to acquire such beneficial ownership (whether
                    or not such right is exercisable immediately, with the
                    passage of time, or subject to any condition) of voting
                    securities representing 25 percent or more of the combined
                    voting power of all outstanding voting securities of the
                    Company; or

                         (2) during any period of twenty-four consecutive
                    calendar months, the individuals who at the beginning of
                    such period constitute the Company's Board of Directors, and
                    any new directors whose election by such Board or nomination
                    for election by stockholders was approved by a vote of at
                    least two-thirds of the members of such Board who were
                    either directors on such Board at the beginning of the
                    period or whose election or nomination for election as
                    directors was previously so approved, for any reason cease
                    to constitute at least a majority of the members thereof.

                    (C) Notwithstanding the provisions of subparagraph (B), with
               respect to Awards granted hereunder on or after December 6, 1995,
               a Change in Control shall occur only if the event described in
               this subparagraph (C) shall have occurred. With respect to any
               other Award granted prior thereto, a Change in Control shall
               occur if any of the events described in subparagraphs (B) or (C)
               shall have occurred, unless the holder of any such Award shall
               have consented to the application of this subparagraph (C) in
               lieu of the foregoing subparagraph (B). A Change in Control for
               purposes of this subparagraph (C) shall occur if, during any
               period of twenty-four consecutive calendar months, the
               individuals who at the beginning of such period constitute the
               Company's Board of Directors, and any new directors (other than
               Excluded Directors, as hereinafter defined), whose election by
               such Board or nomination for election by stockholders was
               approved by a vote of at least two-thirds of the members of such
               Board who were either directors on such Board at the beginning of
               the period or whose election or nomination for election as
               directors was previously so approved, for any reason cease to
               constitute at least a majority of the members thereof. For
               purposes hereof, "Excluded Directors" are directors whose (i)
               election by the Board or approval by the Board for stockholder
               election occurred within one year of any "person" or "group of
               persons," as such terms are used in Sections 13(d) and 14(d) of
               the Exchange Act, commencing a tender offer for, or becoming the
               beneficial owner of, voting


                                      -10-

<PAGE>

               securities representing 25 percent or more of the combined voting
               power of all outstanding voting securities of the Company, other
               than pursuant to a tender offer approved by the Board prior to
               its commencement or pursuant to stock acquisitions approved by
               the Board prior to their representing 25 percent or more of such
               combined voting power or (ii) initial assumption of office occurs
               as a result of either an actual or threatened election contest
               (as such terms are used in Rule 14a-11 or Regulation 14A
               promulgated under the Exchange Act) or other actual or threatened
               solicitation of proxies or consents by or on behalf of an
               individual, corporation, partnership, group, associate or other
               entity or "person" other than the Board.

                    (D)(1) In the event that subsequent to a Change in Control
               it is determined that any payment or distribution by the Company
               to or for the benefit of a Participant, whether paid or payable
               or distributed or distributable pursuant to the terms of this
               Plan or otherwise, other than any payment pursuant to this
               subparagraph (D)(a "Payment"), would be subject to the excise tax
               imposed by Section 4999 of the Code or any interest or penalties
               with respect to such excise tax (such excise tax, together with
               any such interest and penalties, are hereinafter collectively
               referred to as the "Excise Tax"), then such Participant shall be
               entitled to receive from the Company, within 15 days following
               the determination described in (2) below, an additional payment
               ("Excise Tax Adjustment Payment") in an amount such that after
               payment by such Participant of all applicable Federal, state and
               local taxes (computed at the maximum marginal rates and including
               any interest or penalties imposed with respect to such taxes),
               including any Excise Tax, imposed upon the Excise Tax Adjustment
               Payment, such Participant retains an amount of the Excise Tax
               Adjustment Payment equal to the Excise Tax imposed upon the
               Payments.

                         (2) All determinations required to be made under this
               Section 6(g)(vi)(D), including whether an Excise Tax Adjustment
               Payment is required and the amount of such Excise Tax Adjustment
               Payment, shall be made by PricewaterhouseCoopers LLP, or such
               other national accounting firm as the Company, or, subsequent to
               a Change in Control, the Company and the Participant jointly, may
               designate, for purposes of the Excise Tax, which shall provide
               detailed supporting calculations to the Company and the affected
               Participant within 15 business days of the date of the applicable
               Payment. Except as hereinafter provided, any determination by
               PricewaterhouseCoopers LLP, or such other national accounting
               firm, shall be binding upon the Company and the Participant. As a
               result of the uncertainty in the application of Section 4999 of
               the Code that may exist at the time of the initial determination
               hereunder, it is possible that (x) certain Excise Tax Adjustment
               Payments will not have been made by the Company which should have
               been made (an "Underpayment"), or (y) certain Excise Tax
               Adjustment Payments will have been made which should not have
               been made (an "Overpayment"), consistent with the calculations
               required to be made hereunder. In the event of an Underpayment,
               such Underpayment shall be promptly paid by the Company to or for
               the benefit of the affected Participant. In the event that the
               Participant discovers that an Overpayment shall have occurred,
               the amount thereof shall be promptly repaid to the Company.

                         (3) This Section 6(g)(vi)(D) shall not apply to any
               Award (x) that was granted prior to February 17, 1993 and (y) the
               holder of which is an executive officer of the Company, as
               determined under the Exchange Act.

               (vii) Cash Settlement. Notwithstanding any provision of this Plan
          or of any Award Agreement to the contrary, any Award outstanding
          hereunder may at any time be cancelled in the Committee's sole
          discretion upon payment of the value of such Award to the holder
          thereof in cash or in another Award hereunder, such value to be
          determined by the Committee in its sole discretion.

               (viii)Replacement Options. No outstanding option may be cancelled
          and replaced with an option having a lower exercise price.


                                      -11-

<PAGE>

SECTION 7. AMENDMENT AND TERMINATION

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

     (a) Amendments to the Plan. The Board of Directors of the Company may amend
the Plan and the Board of Directors or the Committee may amend any outstanding
Award; provided, however, that (i) no Plan amendment shall be effective until
approved by stockholders of the Company insofar as stockholder approval thereof
is required in order for the Plan to continue to satisfy the conditions of Rule
16b-3, and (ii) without the consent of affected Participants no amendment of the
Plan or of any Award may impair the rights of Participants under outstanding
Awards, and (iii) no Option may be amended to reduce its initial exercise price
other than in connection with an event described in Section 4(c) hereof.

     (b) Waivers. The Committee may waive any conditions or rights under any
Award theretofore granted, prospectively or retroactively, without the consent
of any Participant.

     (c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made available under the
Plan.

     (d) Correction of Defects, Omissions, and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
effectuate the Plan.

SECTION 8. GENERAL PROVISIONS

     (a) No Rights to Awards. No Participant or other person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards of the same type and the
determination of the Committee to grant a waiver or modification of any Award
and the terms and conditions thereof need not be the same with respect to each
Participant.

     (b) Withholding. The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, other
Awards or other property) of withholding taxes due in respect of an Award, its
exercise or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.

     (c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, including the grant of
options and other stock-based awards, and such arrangements may be either
generally applicable or applicable only in specific cases.

     (d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement
or other written agreement with the Participant.


                                      -12-

<PAGE>

     (e) Governing Law. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Michigan and applicable Federal law.

     (f) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as
to any person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

     (g) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

     (h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be cancelled, terminated or otherwise eliminated.

     (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

SECTION 9. TERM

     The Plan shall be effective as of the date of its approval by the Company's
stockholders and no Awards shall be made under the Plan after May 17, 2010.


                                      -13-