EXHIBIT 10.54



BORDERS
GROUP, INC.

# LONG-TERM
INCENTIVE PLAN

## SECTION 1.  Purpose

| | Borders
Group, Inc. (the Company), hereby establishes the Borders
Group, Inc. Long-Term Incentive Plan (the Plan) to promote the
interests of the Company and its shareholders by providing a long-term
compensation plan that will: (i) assist the Company in attracting and retaining
outstanding individuals to serve as officers and other employees of the Company
and its Subsidiaries; (ii) encourage the highest level of performance by such
officers and employees; and (iii) permit such officers and employees to share in
the success of the Company.
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## SECTION 2.  Definitions

| | Award shall mean a grant of Performance Units pursuant to the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | Board of Directors shall mean the Board of Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | Change of Control shall mean:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)  The  acquisition  by any  individual,  entity or group (within the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities
Exchange  Act of 1934,  as amended)  (the  "Exchange  Act") (a  "Person")  of  beneficial  ownership  (within the meaning of Rule 13d-3
promulgated  under the  Exchange  Act) of 20% or more of either (i) the then  outstanding  shares of common  stock of the Company  (the
"Outstanding  Company  Common  Stock") or (ii) the  combined  voting power of the then  outstanding  voting  securities  of the Company
entitled to vote generally in the election of directors (the "Outstanding  Company Voting  Securities");  provided,  however,  that for
purposes of this  subsection (a), the following  acquisitions  shall not constitute a Change of Control:  (i) any acquisition  directly
from the Company,  (ii) any  acquisition  by the  Company,  (iii) any  acquisition  by any  employee  benefit  plan (or related  trust)
sponsored  or  maintained  by the Company or any  corporation  controlled  by the Company or (iv) any  acquisition  by any  corporation
pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 5; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | (b)  Individuals who, as of the date hereof,  constitute the Board (the "Incumbent  Board") cease for any reason to constitute at
least a majority  of the Board;  provided,  however,  that any  individual  becoming a director  subsequent  to the date  hereof  whose
election,  or  nomination  for election by the Company's  shareholders,  was approved by a vote of at least a majority of the directors
then  comprising  the  Incumbent  Board shall be  considered  as though  such  individual  were a member of the  Incumbent  Board,  but
excluding,  for this purpose,  any such  individual  whose  initial  assumption of office occurs as a result of an actual or threatened
election  contest  with  respect to the election or removal of  directors  or other  actual or  threatened  solicitation  of proxies or
consents by or on behalf of a Person other than the Board; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | (c)  Consummation of a  reorganization,  merger or consolidation or sale or other  disposition of all or substantially all of the
assets of the Company (a "Business Combination"),  in each case, unless, following such Business Combination,  (i) all or substantially
all of the  individuals  and entities  who were the  beneficial  owners,  respectively,  of the  Outstanding  Company  Common Stock and
Outstanding Company Voting Securities  immediately prior to such Business  Combination  beneficially own, directly or indirectly,  more
than 60% of,  respectively,  the then outstanding  shares of common stock and the combined voting power of the then outstanding  voting
securities  entitled to vote  generally  in the  election of  directors,  as the case may be, of the  corporation  resulting  from such
Business  Combination  (including,  without limitation,  a corporation which as a result of such transaction owns the Company or all or
substantially  all of the Company's assets either directly or through one or more  subsidiaries) in substantially  the same proportions
as their ownership,  immediately  prior to such Business  Combination of the Outstanding  Company Common Stock and Outstanding  Company
Voting  Securities,  as the case may be, (ii) no Person  (excluding any  corporation  resulting  from such Business  Combination or any
employee  benefit plan (or related trust) of the Company or such  corporation  resulting from such Business  Combination)  beneficially
owns, directly or indirectly,  20% or more of, respectively,  the then outstanding shares of common stock of the corporation  resulting
from such Business  Combination or the combined voting power of the then outstanding  voting  securities of such corporation  except to
the extent that such ownership  existed prior to the Business  Combination and (iii) at least a majority of the members of the board of
directors  of the  corporation  resulting  from such  Business  Combination  were  members  of the  Incumbent  Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
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| | (d)  Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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| | Committee shall mean the Compensation Committee of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | Common Stock" or "Stock shall mean the Common Stock of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | Company shall mean Borders Group, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| | Designated
Beneficiary shall mean the beneficiary designated by the employee, in
a manner determined by the Committee, to receive amounts due the employee in the
event of the employees death. In the absence of an effective designation
by the employee, Designated Beneficiary shall mean the employees estate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | Disability
shall mean that an employee is unable to perform his or her duties and
responsibilities by reason of a specific mental or physical illness or injury
and such condition is not expected to improve sufficiently to permit the
employee to return to his or her position with the Company or any Subsidiary in
the foreseeable future. The Committee may require such evidence of Disability as
it deems appropriate, and its decision as to whether or not an employee is
disabled shall be final.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | Fair
Market Value shall mean the closing price reported for consolidated
trading of issues listed on the New York Stock Exchange on the day prior to the
date in question, or, if the Stock shall not have been traded on such date, the
closing price on the first day prior thereto on which the Stock was so traded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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| | Fiscal Year shall mean the fiscal year of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| | Performance
Period shall mean the period selected by the Committee during which
the performance is measured for the purpose of determining the extent to which
an Award has been earned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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| | Performance
Objectives shall mean the objectives established by the Committee for
a Performance Period for the purpose of determining the extent to which Awards
made for such Period are earned. The objectives shall be based upon such factors
as the Committee may determine, including, but not limited to: earnings per
share, return on assets and comparable store sales. The factors selected by the
Committee shall have a minimum performance standard below which no payments will
be made, and a maximum performance standard above which a maximum payment will
be made. Performance Objectives may be based in whole or in part upon the
attainment of specified levels of performance under one or more of the measures
described above by any Subsidiary or other business unit. The Committee may use
its discretion to modify or adjust any Performance Objectives to the extent
permitted by Section 10 (c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | Performance
Unit shall mean an Award grant pursuant to Section 5 of the Plan
expressed as a unit valued by reference to a designated amount of money or other
property other than Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| | Retirement
shall mean termination of employment with the Company or any Subsidiary at or
after age 65 with 10 or more years of full-time service with the Company or any
Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | Subsidiary
shall mean any business entity in which the Company possesses directly or
indirectly fifty percent (50%) or more of the total combined voting power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

## SECTION 3.  Administration

| | (a)  Committee. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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| | (b)  
Powers of  Committee.  Subject to the express  provisions of the Plan,  the Committee  shall have the power and authority to
 (i) grant  Performance Units and determine the Performance  Objectives,  Performance  Periods and other conditions  applicable to such
 Performance  Units;  (ii)  determine the employees to whom,  and the time or times at which,  Awards will be made; and (iii) take such
 other action as it may deem  necessary or appropriate in connection  with the  administration  of the Plan. The Committee may delegate
 such powers to one or more executive  officers to the extent that they relate to Awards to employees who are not executive officers of
 the Company.
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| | (c)  
Interpretation.  The Committee  shall have the sole and complete  authority to interpret the terms of the Plan, to adopt and
 revise rules,  regulations  and policies to administer  the Plan and to make any other factual  determinations  that it believes to be
 necessary or advisable for the  administration  of the Plan.  All actions taken and  interpretations  and  determinations  made by the
 Committee  shall be final and binding upon the Company,  all officers and other  employees who have received awards under the Plan and
 all other interested persons.                                                                                                                       

## SECTION 4.  Eligibility

| | Awards
shall be made to such officers and other employees of the Company and its
Subsidiaries as the Committee shall designate. The Committee shall have the sole
discretion in determining the individuals to whom Awards shall be made, as well
as the nature, amount and terms of Awards, subject to the express terms of the
Plan and delegation provisions herein.
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## SECTION 5.  Performance Units

| | (a)  
Award of  Performance  Units.  The Committee  may from time to time grant  Performance  Units to  employees.  At the time of
 grant,  the  Committee  shall  specify a value of each  Performance  Unit (which  shall be $1.00  unless  otherwise  specified  by the
 Committee)  or shall set forth a formula  for  determining  the value of each  Performance  Unit at the time of payment  (the  "Ending
 Value"). If necessary to make the calculation of the amount to be paid to the employee,  the Committee shall also state at the time of
 grant the initial value of each Performance Unit (the "Initial Value").  Performance Units granted to an employee shall be credited to
 an account (a "Performance Unit Account") established and maintained for such employee.                                                                                                                                                                                                                                      
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| | (b)  
Performance  Period and  Objectives.  With respect to each Award of Performance  Units under this Plan, the Committee  shall
 specify the  Performance  Period and the  Performance  Objectives  that must be  satisfied  in order for the  employee to vest in such
 Performance Units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | (c)  
Payment for  Performance  Units.  As soon as  practicable  following the end of a Performance  Period,  the Committee  shall
 determine whether the Performance  Objectives for the Performance Period have been achieved. If the Performance Objectives established
 for an employee for the Performance  Period are partially but not fully met, the Committee,  in its sole  discretion,  shall determine
 the portion of the  Performance  Units that have vested.  If the  Performance  Objectives for a Performance  Period are exceeded,  the
 Committee,  in its sole  discretion,  may grant  additional,  fully vested  Performance  Units to the employee.  As soon as reasonably
 practicable after such determinations,  or at such later date as the Committee shall determine at the time of grant, the Company shall
 pay or deliver to the employee the consideration  called for by the Performance  Units.  Payment shall be made entirely in cash except
 as otherwise provided in paragraph (d) below.
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| | (d)  
Right to Direct Payment in Shares upon  Shareholder  Approval of Amended Plan.  Notwithstanding  any other  provision of the
 Plan, in the event that the Plan is amended to provide for the issuance of Common Stock under the Plan,  and the  shareholders  of the
 Company approve the Plan, as amended, the Committee,  in its sole discretion,  may direct that any or all Performance Units be paid in
 shares of Common Stock rather than cash. The discretion of the Committee  shall be applicable to all  Performance  Units,  whether the
 Award of the Units was made prior to or after the date upon which  shareholders  approve  the Plan,  as amended.  In such  event,  the
 shares so issued shall be valued at their Fair Market Value.                                                                                                                                                                                                                                                                 

## SECTION 6.  Termination Of Employment, Death And Disability

| | (a)  Forfeiture  of  Awards  upon   Termination  of  Employment  for  Reasons  other  than   Retirement,   Death  or  Disability.
Notwithstanding  any other provision of the Plan, unless otherwise  determined by the Committee,  all Awards that have not been paid on
the date that an employee  ceases to be an employee of the Company or any  Subsidiary  for any reason other than  Retirement,  death or
Disability  shall be  forfeited,  and the  employee  shall not have any rights of any nature  whatsoever  with  respect to such Awards.
Without  limiting the generality of the foregoing,  Performance  Units relating to Performance  Periods that have not yet expired shall
be cancelled, irrespective of the performance to date relative to the Performance Objectives relating to such Performance Units.
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| | (b)  Retirement or  Disability.   In the event that the  employment of an employee with the Company or any  Subsidiary  terminates
 due to his or her  Retirement  or  Disability,  except as the  Committee may otherwise  provide,  any  Performance  Units held by such
 employee  relating to  Performance  Periods that have not yet expired shall remain in effect and shall be payable at the expiration of
 the applicable Performance Period(s) if, and only if, the applicable Performance Objectives are satisfied.                                                                                                                                                                                                                                                                                                    
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| | (c)  Death.  If an  employee  to whom an Award  has been made  under  the Plan  shall die  while  employed  by the  Company  or a
 Subsidiary,  except as the  Committee may otherwise  provide,  any  Performance  Units held by such employee  relating to  Performance
 Periods that have not yet expired shall remain in effect,  and shall be payable to the  Designated  Beneficiary of the employee at the
 expiration of the applicable Performance Period(s) if, and only if, the applicable Performance Objectives are satisfied.                                                                                                                                                                                                                                                                                       

## SECTION 7.  Effect of Change of Control

| | Notwithstanding any other
provision of the Plan to the contrary, unless the Committee shall determine
otherwise at the time of grant with respect to a particular Award, in the event
of a Change in Control, all Performance Objectives shall be considered to have
been achieved at a target performance level, any deferral or other restrictions
shall lapse and Performance Units shall be immediately settled or distributed
assuming that a targeted performance level had been achieved notwithstanding the
fact that the Performance Period has not expired.
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## SECTION 8.  Code Section 162(m) Provisions

| | (a)  
Notwithstanding  any other  provision of this Plan, if the  Committee  determines at the time that an Award is granted to an
employee  that such  employee  is, or is likely to be at the time he or she  recognizes  income  for  federal  income tax  purposes  in
connection  with such Award,  a Covered  Employee as defined under Section 162 (m) of the Internal  Revenue Code, as amended,  then the
Committee may provide that this Section 8 is applicable to such Award.                                                                                                                                                                                                                                                                                                                                        
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| | (b)  
If an Award is subject to this Section 8, then the lapsing of restrictions  thereon and the payment thereof shall be subject
to the  achievement  of one or  more  Performance  Objectives  established  by the  Committee  based  on the  attainment  of one or any
combination of the following:  earnings per share,  return on assets and comparable store sales.  Such Performance  Objectives also may
be based in whole or in part upon the  attainment  of  specified  levels of  performance  under one or more of the  measures  described
above by any  Subsidiary  or other  business  unit.  Such  performance  goals  shall be set by the  Committee  within  the time  period
prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code and the regulations thereunder.
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| | (c)  
Notwithstanding  any provision of this Plan,  with respect to any Award that is subject to this Section 8, the Committee may
not adjust  upwards  the amount  payable  pursuant  to such  Award,  nor may it waive the  achievement  of the  applicable  Performance
Objectives except in the case of the death or Disability of the employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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| | (d)  The  Committee  shall have the power to impose such other  restrictions  on Awards  subject to this Section 8 as it may deem
necessary or appropriate to ensure that such Awards satisfy all requirements for  "performance-based  compensation"  within the meaning
of Section 162(m)(4)(B) of the Code or any successor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

## SECTION 9.  Amendment And Termination

| | The
Board may suspend, terminate, modify or amend the Plan. If the Plan is
terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to Awards granted prior to such termination. No suspension,
termination, modification or amendment of the Plan may, without the consent of
the employee to whom an Award shall theretofore have been granted, adversely
affect the rights of such employee under such Award.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## SECTION 10.  Miscellaneous Provisions

| | (a)  
Tax Withholding.  The Company shall have the right to require  employees or their  Designated  Beneficiaries to remit to the
 Company an amount sufficient to satisfy federal, state and local withholding  requirements,  or to deduct from all payments under this
 Plan, amounts  sufficient to satisfy all withholding tax requirements.  Whenever payments under the Plan are to be made to an employee
 in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state and local withholding tax requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)  Nontransferability  of Awards. No Award may be transferred,  assigned,  pledged or hypothecated (whether by operation of law
 or  otherwise),  except as  provided by will or the  applicable  laws of descent  and  distribution,  and no Award shall be subject to
 execution,  attachment or similar process. Any attempted assignment,  transfer, pledge, hypothecation or other disposition of an Award
 not specifically  permitted herein shall be null and void and without effect. An employee may exercise an Award only during his or her
 lifetime, or following his or her death pursuant to Article 6.                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)  Adjustment  of  Performance  Objectives.  Except as provided in Section 8, the  Committee  shall be authorized to modify and
 make  adjustments in Performance  Objectives or in the terms and conditions of other Awards in recognition of unusual or  nonrecurring
 events affecting the Company or its financial  statements or changes in applicable  laws,  regulations or accounting  principles.  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 carry it into  effect.  In the event the Company  shall assume  outstanding  employee  benefit
 awards or the right or obligation to make future such awards in connection  with the  acquisition  of another  corporation or business
 entity,  the  Committee  may,  in its  discretion,  make  such  adjustments  in the terms of  Awards  under the Plan as it shall  deem
 appropriate.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)  Forfeiture of Awards for Certain  Conduct.  Notwithstanding  any other provision of the Plan, all outstanding  Awards to any
 employee shall be canceled if the employee:  (i) engages in illegal,  unethical or other  misconduct that the Committed  determines is
 detrimental to the best interests of the Company or any  Subsidiary;  or (ii) without the consent of the Committee,  while employed by
 the Company or any Subsidiary or after termination of such employment,  becomes associated with,  employed by, renders services to, or
 owns any interest in (other than any  nonsubstantial  interest,  as determined by the Committee),  any business that is in competition
 with the  Company or any  Subsidiary  or with any  business  in which the  Company or any  Subsidiary  has a  substantial  interest as
 determined by the Committee.                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e)  Deferral of Awards.  The Committee  shall be authorized to establish  procedures  pursuant to which the payment of any Award
 may be  deferred.  The  recipient  of an Award  (including,  without  limitation,  any deferred  Award) may, if so  determined  by the
 Committee,  be entitled to receive,  currently or on a deferred basis, interest on the deferred amount as determined by the Committee,
 in its sole discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f)  General Creditor Status.  Employees shall have no right,  title, or interest  whatsoever in or to any investments  which the
 Company may make to aid it in meeting its obligations  under the Plan.  Nothing contained in the Plan, and no action taken pursuant to
 its provisions,  shall create or be construed to create a trust of any kind, or a fiduciary  relationship  between the Company and any
 employee or beneficiary or legal  representative of such employee.  To the extent that any person acquires a right to receive payments
 from the Company under the Plan, such right shall be no greater than the right of an unsecured  general  creditor of the Company.  All
 payments  to be made  hereunder  shall be paid from the  general  funds of the  Company  and no  special  or  separate  fund  shall be
 established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g)  No Right to  Employment.  Nothing in the Plan or in any written  agreement  entered into pursuant to the Plan, nor the grant
 of any Award,  shall confer upon any employee any right to continue in the employ of the Company or a Subsidiary  or to be entitled to
 any  remuneration or benefits not set forth in the Plan or such written  agreement or interfere with or limit the right of the Company
 or a Subsidiary to modify the terms of or terminate such employee's employment at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h)  Notices.  Notices  required or  permitted  to be made under the Plan shall be  sufficiently  made if sent by  registered  or
 certified  mail  addressed  (a) to the  employee  at the  employee's  address set forth in the books and records of the Company or its
 subsidiaries, or (b) to the Company or the Committee at the principal office of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i)  Severability.  In the  event  that any  provision  of the  Plan  shall be held  illegal  or  invalid  for any  reason,  such
 illegality or  invalidity  shall not affect the  remaining  parts of the Plan,  and the Plan shall be construed and enforced as if the
 illegal or invalid provision had not been included.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j)  Governing  Law. The Plan, and all agreements  hereunder,  shall be construed in accordance  with and governed by the laws of
 the State of Michigan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k)  Effective Date.  The Plan shall become effective on May 22, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |