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                                                                    EXHIBIT 10.7

                               2002 INCENTIVE PLAN


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                                                                         ANNEX B

                       COMMUNITY CENTRAL BANK CORPORATION
                               2002 INCENTIVE PLAN


         1. Plan. This Incentive Plan of Community Central Bank Corporation (the
"Plan"), subject to approval by the shareholders of Community Central Bank
Corporation (the "Company"), shall be effective as of April 16, 2002.

         2. Objectives. This Plan is designed to attract and retain key
employees of the Company and its Subsidiaries (as hereinafter defined), to
attract and retain qualified directors of the Company, to encourage the sense of
proprietorship of such employees and Directors, and to stimulate the active
interest of such persons in the development and financial success of the Company
and its Subsidiaries. These objectives are to be accomplished by making Awards
(as hereinafter defined) under this Plan and thereby providing Participants (as
hereinafter defined) with a proprietary interest in the growth and performance
of the Company and its Subsidiaries.

         3. Definitions. As used herein, the terms set forth below shall have
the following respective meanings:

         "Annual Director Award Date" means, for each year, the first business
day of the month next succeeding the date upon which the annual meeting of
shareholders of the Company is held in such year.

         "Authorized Officer" means the Chairman of the Board or the President
of the Company (or any other senior officer of the Company to whom the Committee
(as hereinafter defined) or the Chairman of the Board or President shall
delegate the authority to execute any Award Agreement).

         "Award" means an Employee Award or a Director Award.

         "Award Agreement" means any Employee Award Agreement or Director Award
Agreement.

         "Board" means the Board of Directors of the Company.

         "Cash Award" means an award denominated in cash.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means the Compensation Committee of the Board or such other
committee of the Board as is designated by the Board to administer the Plan.

         "Common Stock" means the Common Stock, no par value, of the Company.

         "Director" means an individual serving as a member of the Board.

         "Director Award" means the grant of a Stock Award to a Director
pursuant to Section 9 hereof.

         "Director Award Agreement" means a written agreement between the
Company and a Participant who is a Director setting forth the terms, conditions
and limitations applicable to a Director Award.



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         "Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) which are payable to shareholders of record during the Restriction
Period on a like number of shares of Common Stock.

         "Employee" means an employee of the Company or any of its Subsidiaries.

         "Employee Award" means the grant of any Option, SAR, Stock Award, Cash
Award or Performance Award, whether granted singly, in combination or in tandem,
to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

         "Employee Award Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the terms, conditions
and limitations applicable to an Employee Award.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was reported, (ii) if
shares of Common Stock are not so listed but are quoted on the Nasdaq Stock
Market, the mean between the highest and lowest sales price per share of Common
Stock reported by the Nasdaq Stock Market on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, (iii) if the Common Stock is not so listed or
quoted but are traded in the over-the-counter market, the mean between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations
shall be available, as reported by the Nasdaq Stock Market, or, if not reported
by the Nasdaq Stock Market, by the National Quotation Bureau Incorporated, or
(iv) if a determination pursuant to the provisions of clause (i), (ii) or (iii)
above is not practical, then such amount as may be determined by the Committee
in its discretion.

         "Incentive Option" means an Option that is intended to comply with the
requirements set forth in Section 422 of the Code.

         "Noncompetition Provisions" has the meaning set forth in paragraph 8(c)
hereof.

         "Nonqualified Option" means an Option that is not an Incentive Option.

         "Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.

         "Participant" means an Employee or Director to whom an Award has been
made under this Plan.

         "Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee that is subject to the attainment of one or more
Performance Goals.

         "Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.



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         "Restricted Stock" means any Common Stock that is restricted or subject
to forfeiture provisions.

         "Restriction Period" means a period of time beginning as of the date
upon which an Award of Restricted Stock is made pursuant to this Plan and ending
as of the date upon which the Common Stock subject to such Award is no longer
restricted or subject to forfeiture provisions.

         "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.

         "SAR" means a right to receive a payment, in cash or Common Stock,
equal to the excess of the Fair Market Value or other specified valuation of a
specified number of shares of Common Stock on the date the right is exercised
over a specified strike price (in each case, as determined by the Committee).

         "Stock Award" means an award in the form of shares of Common Stock or
units denominated in shares of Common Stock.

         "Subsidiary" means (i) in the case of a corporation, any corporation of
which the Company directly or indirectly owns shares representing more than 50%
of the combined voting power of the shares of all classes or series of capital
stock of such corporation which have the right to vote generally on matters
submitted to a vote of the shareholders of such corporation and (ii) in the case
of a partnership, limited liability company or other business entity not
organized as a corporation, any such business entity of which the Company
directly or indirectly owns more than 50% of the voting, capital or profits
interests (whether in the form of partnership interests, membership interests or
otherwise).

         4. Eligibility.

         (a) Employees. Employees eligible for Employee awards under this Plan
shall consist of those Employees whose performance or contribution, in the
judgment of the Committee, benefits or will benefit the Company.

         (b) Directors. Directors eligible for Director Awards under this Plan
are those who are Directors of the Company.

         5. Common Stock Available for Awards. Subject to the provisions of
paragraph 15 hereof, the aggregate number of shares of Common Stock that may be
issued under the Plan for Awards granted wholly or partly in Common Stock
(including rights or options which may be exercised for or settled in Common
Stock) is 130,000 shares, of which an aggregate of not more than 40,000 shares
shall be available for Director Awards and the remainder (including any of the
40,000 shares not used for Director Awards) shall be available for Employee
Awards, including Incentive Options (provided, that no Award of an Incentive
Option with respect to such shares shall be made on or after February 1, 2012).
The number of shares of Common Stock that are the subject of any Awards that are
forfeited or terminated, expire unexercised, are settled in cash in lieu of
Common Stock or in a manner such that all or some of the shares covered by the
Award are not issued to a Participant or are exchanged for Awards that do not
involve Common Stock, shall again immediately become available for issuance
under Awards hereunder. The Committee may from time to time adopt and observe
such procedures concerning the counting of shares against the Plan maximum as it
may deem appropriate. The Board and the appropriate officers of the Company
shall from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges, automated quotation
systems and transaction reporting systems to ensure that shares of Common Stock
are available for issuance pursuant to Awards.



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         6. Administration.

         (a) This Plan shall be administered by the Committee. The Board, in its
sole discretion may exercise any authority of the Committee under the Plan in
lieu of the Committee's exercise thereof, in which instances references to the
Committee shall refer to the Board. To the extent required (i) in order for
Employee Awards to be exempt from Section 16 of the Exchange Act by virtue of
the provision of Rule 16b-3, the Committee shall be the Board or shall consist
of at least two members of the Board who meet the requirements of the definition
of "non-employee director" set forth in Rule 16b-3 promulgated under the
Exchange Act, and (ii) with respect to any Award that is intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, the Committee
shall consist of two or more directors, each of whom meets the definition of
"outside director" under said Section 162(m).

         (b) Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
which are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee shall also have full
and exclusive power to interpret this Plan and to adopt, amend and rescind such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant to whom such Award was granted or (ii) consented to by such
Participant. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Plan or in any Award in the manner and to
the extent the Committee deems necessary or desirable to carry it into effect.
Any decision of the Committee in the interpretation and administration of this
Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.

         (c) No member of the Committee or officer of the Company to whom the
Committee has delegated authority in accordance with the provisions of paragraph
7 of this Plan shall be liable for anything done or omitted to be done by him or
her, by any member of the Committee or by any officer of the Company in
connection with the performance of any duties under this Plan, except for his or
own willful misconduct or as expressly provided by statute.

         7. Delegation of Authority. The Committee may delegate to the Chairman
of the Board, the President or to other senior officers of the Company any of
its duties under this Plan pursuant to such conditions or limitations as the
Committee may establish, except that the Committee may not delegate to any
person the authority to grant Awards to, or take other action with respect to,
Participants who at the time of such awards or action are subject to Section 16
of the Exchange Act or are "covered employees" as defined in Section 162(m) of
the Code.

         8. Employee Awards.

         (a) The Committee shall determine the type or types of Employee Awards
to be made under this Plan and shall designate from time to time the Employees
who are to be the recipients of such Awards. Each Employee Award may be embodied
in an Employee Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant to whom the Employee Award is made and by an
Authorized Officer for and on behalf of the Company. Employee Awards may consist
of those listed in this paragraph 8(a) hereof and may be granted singly, in
combination or in tandem. Employee Awards may also be made in combination or in
tandem with, in replacement of, or as alternatives to, grants or



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rights under this Plan or any other employee plan of the Company or any of its
Subsidiaries, including the plan of any acquired entity. An Employee Award may
provide for the grant or issuance of additional, replacement or alternative
Employee Awards upon the occurrence of specified events, including the exercise
of the original Employee Award granted to a Participant. All or part of an
Employee Award may be subject to conditions established by the Committee, which
may include, but are not limited to, continuous service with the Company or its
Subsidiaries, achievement of specific business objectives, increases in
specified indices, attainment of specified growth rates and other comparable
measurements of performance. Upon the termination of employment by a Participant
who is an Employee, any unexercised, deferred, unvested or unpaid Employee
Awards shall be treated as set forth in the applicable Employee Award Agreement.

                  (i) Stock Option. An Employee Award may be in the form of an
         Option. An Option awarded pursuant to this Plan may consist of an
         Incentive Option or a Nonqualified Option. The price at which shares of
         Common Stock may be purchased upon the exercise of an Incentive Option
         shall be not less than the Fair Market Value of the Common Stock on the
         date of grant. The price at which shares of Common Stock may be
         purchased upon the exercise of a Nonqualified Option shall be not less
         than the Fair Market Value of the Common Stock on the date of grant.
         Incentive Options shall only be issued to employees of the Company, or
         any Subsidiary of the Company whose employees are eligible to receive
         Incentive Options under the Code. Subject to the foregoing provisions,
         the terms, conditions and limitations applicable to any Options awarded
         pursuant to this Plan, including the term of any Options and the date
         or dates upon which they become exercisable, shall be determined by the
         Committee.

                  (ii) Stock Appreciation Right. An Employee Award may be in the
         form of an SAR. The terms, conditions and limitations applicable to any
         SARs awarded pursuant to this Plan, including the term of any SARs and
         the date upon which they become exercisable, shall be determined by the
         Committee.

                  (iii) Stock Award. An Employee Award may be in the form of a
         Stock Award. The terms, conditions and limitations applicable to any
         Stock Awards granted pursuant to this Plan shall be determined by the
         Committee.

                  (iv) Cash Award. An Employee Award may be in the form of a
         Cash Award. The terms, conditions and limitations applicable to any
         Cash Awards granted pursuant to this Plan shall be determined by the
         Committee.

                  (v) Performance Award. Without limiting the type or number of
         Employee Awards that may be made under the other provisions of this
         Plan, an Employee Award may be in the form of a Performance Award. A
         Performance Award shall be paid, vested or otherwise deliverable solely
         on account of the attainment of one or more pre-established, objective
         Performance Goals established by the Committee prior to the earlier to
         occur of (x) 90 days after the commencement of the period of service to
         which the Performance Goal relates and (y) the elapse of 25% of the
         period of service (as scheduled in good faith at the time the goal is
         established), and in any event while the outcome is substantially
         uncertain. A Performance Goal is objective if a third party having
         knowledge of the relevant facts could determine whether the goal is
         met. A Performance Goal may be based on one or more of business
         criteria that apply to the individual, one or more business units of
         the Company or a Subsidiary, or the Company as a whole, and may include
         one or more of the following criteria: revenue, net income, Common
         Stock price, shareholder return, shareholder value, economic value,
         earnings per share, market performance, return on assets, return on
         equity, earnings, operating profits, cash flow, working capital costs,
         new business contract values, and/or such other financial, accounting
         or quantitative metric determined by the



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         Committee. A Performance Goal may, but need not be, based upon a change
         or an increase or positive result under a particular business criterion
         and could include, for example, maintaining the status quo, limiting
         economic losses, or a relative comparison of performance to the
         performance of a peer group or other external or internal measure
         (measured, in each case, by reference to specific business criteria). A
         Performance Goal may include or exclude items to measure specific
         objectives, including, without limitation, extraordinary or other
         non-recurring items, acquisitions and divestitures, internal
         restructuring and reorganizations, accounting charges and effects of
         accounting changes. In interpreting Plan provisions applicable to
         Performance Goals and Performance Awards applicable to Awards to
         employees who are "covered employees" under Section 162(m) of the Code,
         it is the intent of the Plan to conform with the standards of Section
         162(m) of the Code and Treasury Regulations Section 1.162-27(e)(2), and
         the Committee in establishing such goals and interpreting the Plan
         shall be guided by such provisions. Prior to the payment of any
         compensation based on the achievement of Performance Goals to any such
         "covered employee", the Committee must certify in writing that
         applicable Performance Goals and any of the material terms thereof
         were, in fact, satisfied. Subject to the foregoing provisions, the
         terms, conditions and limitations applicable to any Performance Awards
         made pursuant to this Plan shall be determined by the Committee.

         (b) Notwithstanding anything to the contrary contained in this Plan,
the following limitations shall apply to any Employee Awards made hereunder:

                  (i) No Participant may be granted, during any calendar year
         period, Employee Awards consisting of Options or SARs that are
         exercisable for more than 20,000 shares of Common Stock, subject to
         adjustment pursuant to the provisions of paragraph 15 hereof;

                  (ii) No Participant may be granted, during any calendar year
         period, Employee Awards consisting of shares of Common Stock or units
         denominated in such shares (other than any Employee Awards consisting
         of Options or SARs) covering or relating to more than 15,000 shares of
         Common Stock, subject to adjustment pursuant to the provisions of
         paragraph 15 hereof (the limitation set forth in this clause (ii),
         together with the limitation set forth in clause (i) above, being
         hereinafter collectively referred to as the "Stock Based Awards
         Limitations"); and

                  (iii) No Participant may be paid under any Employee Awards
         consisting of Cash Awards or any other form permitted under this Plan
         (other than Employee Awards consisting of Options or SARs or otherwise
         consisting of shares of Common Stock or units denominated in such
         shares) in respect of any calendar-year period an amount in excess of
         $200,000.

         (c) Awards shall be subject to such restrictions and other provisions
relating to competition or other conduct detrimental to the Company as
determined by the Committee.

         9. Director Awards of Common Stock.

         (a) Each Director of the Company shall be granted Director Awards in
accordance with this paragraph 9 and subject to the applicable terms, conditions
and limitations set forth in this Plan and the applicable Director Award
Agreement. Notwithstanding anything to the contrary contained herein, Director
Awards shall not be made in any year in which a sufficient number of shares of
Common Stock are not available to make such Awards under this Plan.



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         (b) On each Annual Director Award Date occurring on or after January 1,
2002 and on or before December 31, 2010, each Director shall automatically be
granted a Stock Award of 300 shares of Common Stock. Each Director Award may be
accompanied by a Director Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Board or Committee in
its discretion, and shall be signed by the Participant to whom the Director
Award is granted and may be signed by an Authorized Officer for and on behalf of
the Company.

         10. Payment of Awards.

         (a) General. Payment of Employee Awards may be made in the form of cash
or Common Stock, or a combination thereof, and may include such restrictions as
the Committee shall determine, including, in the case of Common Stock,
restrictions on transfer and forfeiture provisions. If payment of an Employee
Award is made in the form of Restricted Stock, the Employee Award Agreement
relating to such shares shall specify whether they are to be issued at the
beginning or end of the Restriction Period. In the event that shares of
Restricted Stock are to be issued at the beginning of the Restriction Period,
the certificates evidencing such shares (to the extent that such shares are so
evidenced) shall contain appropriate legends and restrictions that describe the
terms and conditions of the restrictions applicable thereto. In the event that
shares of Restricted Stock are to be issued at the end of the Restricted Period,
the right to receive such shares shall be evidenced in such manner as the
Committee may determine.

         (b) Deferral. With the approval of the Committee, payments in respect
of Employee Awards may be deferred, either in the form of installments or a
future lump sum payment. The Committee may permit selected Participants to elect
to defer payments of some or all types of Employee Awards in accordance with
procedures established by the Committee. Any deferred payment of an Employee
Award, whether elected by the Participant or specified by the Employee Award
Agreement or by the Committee, may be forfeited if and to the extent that the
Employee Award Agreement so provides.

         (c) Dividends and Interest. Rights to dividends or Dividend Equivalents
may be extended to and made part of any Employee Award consisting of shares of
Common Stock or units denominated in shares of Common Stock, subject to such
terms, conditions and restrictions as the Committee may establish. The Committee
may also establish rules and procedures for the crediting of interest on
deferred cash payments and Dividend Equivalents for Employee Awards consisting
of shares of Common Stock or units denominated in shares of Common Stock.

         (d) Substitution of Awards. At the discretion of the Committee, a
Participant who is an Employee may be offered an election to substitute an
Employee Award for another Employee Award or Employee Awards of the same or
different type.

         11. Stock Option Exercise. The price at which shares of Common Stock
may be purchased under an Option shall be paid in full at the time of exercise
in cash or if elected by the optionee, the optionee may purchase such shares by
means of tendering Common Stock or, if approved by the Committee, by
surrendering another Award, including Restricted Stock, valued at Fair Market
Value on the date of exercise, or any combination thereof. The Committee shall
determine acceptable methods for Participants who are Employees to tender Common
Stock (including by attestation of ownership) or other Employee Awards; provided
that any Common Stock that is or was the subject of an Employee Award may be so
tendered only if it has been held by the Participant for six months. The
Committee may provide for procedures to permit the exercise or purchase of such
Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Employee Award. Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are tendered
as consideration for the exercise of an Option, a number of the shares issued
upon the exercise of the Option, equal to the



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number of shares of Restricted Stock used as consideration therefor, shall be
subject to the same restrictions as the Restricted Stock so submitted as well as
any additional restrictions that may be imposed by the Committee.

         12. Tax Withholding. The Company shall have the right to deduct
applicable taxes from any Employee Award payment and withhold, at the time of
delivery or vesting of cash or shares of Common Stock under this Plan, or if
later, the date of income recognition, an appropriate amount of cash or number
of shares of Common Stock or a combination thereof for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. The Committee
may also permit withholding to be satisfied by the transfer to the Company of
shares of Common Stock theretofore owned by the holder of the Employee Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made. The Committee may
provide for loans, on either a short term or demand basis, from the Company to a
Participant who is an Employee to permit the payment of taxes required by law.

         13. Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any charges in legal requirements or for any other purpose permitted
by law, except that no amendment or alteration that would adversely affect the
rights of any Participant under any Award previously granted to such Participant
shall be made without the consent of such Participant.

         14. Assignability. Except as provided below, no Award or any other
benefit under this Plan shall be assignable or otherwise transferable except by
will or the laws of descent and distribution or as required pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder.
Notwithstanding the foregoing, the Committee may, in its discretion, authorize
all or a portion of the Nonqualified Options granted to a Participant to be
transferable to:

         (a)      the spouse, parents, children, stepchildren, grandchildren or
                  legal dependents of the Participant ("Immediate Family
                  Members");

         (b)      a trust or trusts solely for the benefit of the Participant
                  and/or such Immediate Family Members, or;

         (c)      a partnership or limited liability company in which the only
                  partners or members, as applicable, are the Participant, such
                  Immediate Family Members and/or a trust or trusts solely for
                  the benefit of the Participant and/or such Immediate Family
                  Members;

provided that:

                  (i)      there may be no consideration for any such transfer;

                  (ii)     the Employee Award Agreement pursuant to which such
                           Options are granted expressly provides for
                           transferability in a manner consistent with this
                           paragraph 14, and

                  (iii)    subsequent transfers of transferred Options shall be
                           prohibited except those to the Participant or
                           individuals or entities described in clauses (a), (b)
                           or (c) above, or by the laws of descent or
                           distribution.



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Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, including
but not limited to, the restrictions or other provisions relating to competition
or other conduct detrimental to the Company, and (ii) the obligation of the
Participant for payment of taxes with respect to the exercise of such Options
and the rights of the Company to withhold such taxes from the Participant or to
otherwise require the Participant to satisfy all obligations for the withholding
of such taxes as contemplated by paragraph 12 above. The provisions relating to
the period of exercisability and expiration of the Option shall continue to be
applied with respect to the original Participant, and the Options shall be
exercisable by the transferee only to the extent, and for the periods, set forth
in the Employee Award Agreement.

         The Committee may prescribe and include in applicable Award Agreements
other restrictions on transfer. Any attempted assignment of an Award or any
other benefit under this Plan in violation of this paragraph 14 shall be null
and void.

         15. Adjustments.

         (a) The existence of outstanding Awards shall not affect in any manner
the right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.

         (b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock, declaration of a dividend payable in shares of Common
Stock or other stock split, then (i) the number of shares of Common Stock
reserved under this Plan, (ii) the number of shares of Common Stock covered by
outstanding Awards in the form of Common Stock or units denominated in Common
stock, (iii) the exercise or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
(v) the number of shares of Common Stock automatically granted pursuant to
paragraph 9 hereof, and (vi) the Stock Based Awards Limitations shall each be
proportionately adjusted by the Board to reflect such transaction. In the event
of any other recapitalization or capital reorganization of the Company, any
consolidation or merger of the Company with another corporation or entity, the
adoption by the Company of any plan of exchange affecting the Common Stock or
any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Board or
Committee shall make appropriate adjustments to (i) the number of shares of
Common Stock covered by Awards in the form of Common Stock or units denominated
in Common Stock, (ii) the exercise or other price in respect of such Awards,
(iii) the appropriate Fair Market Value and other price determinations for such
Awards, (iv) the number of shares of Common Stock automatically granted pursuant
to paragraph 9 hereof and (v) the Stock Based Awards Limitations to give effect
to such transaction shall each be proportionately adjusted by the Board to
reflect such transaction; provided that such adjustments shall only be such as
are necessary to maintain the proportionate interest of the holders of the
Awards and preserve, without exceeding the value of such Awards. In the event of
a corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board shall be authorized to issue or assume
Awards by means of substitution of new Awards, as appropriate, for previously
issued Awards or an assumption of previously issued Awards as part of such
adjustment.



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<PAGE>

         16. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply with Rule 16b-3 with respect to persons subject to Section
16 of the Exchange Act unless otherwise provided herein or in an Award
Agreement, that any ambiguities or inconsistencies in the construction of this
Plan be interpreted to give effect to such intention, and that if any provision
of this Plan is found not to be in compliance with Rule 16b-3, such provision
shall be null and void to the extent required to permit this Plan to comply with
Rule 16b-3. Certificates evidencing shares of Common Stock certificates
delivered under this Plan (to the extent that such shares are so evidenced) may
be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation and any applicable federal or state securities law. The
Committee may cause a legend or legends to be placed upon such certificates (if
any) to make appropriate reference to such restrictions. Any Award Agreement may
include representations, warranties and agreements by the Participant that the
Committee deems appropriate to establish that an exemption from registration is
available under any applicable securities law.

         17. Unfunded Plan. Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto to be granted under this
Plan. Any liability or obligation of the Company to any Participant with respect
to an Award of cash, Common Stock or rights thereto under this Plan shall be
base solely upon any contractual obligations that may be created by this Plan
and any Award Agreement, and no such liability or obligation of the Company
shall be deemed to be secured by any pledge or other encumbrance on any property
of the Company. Neither the Company nor the Board or the Committee shall be
required to give any security bond for the performance of any obligation that
may be created by this Plan.

         18. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Michigan.












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