ex10_m.htm


    
      

    

    Exhibit
10-M

    


    FORD
MOTOR COMPANY DEFERRED COMPENSATION PLAN

    (Amended
and Restated as of December 31, 2008)

    


    1.
Purpose. This Plan, which shall be known as the “Ford Motor Company Deferred
Compensation Plan” and is hereinafter referred to as the “Plan”, is intended to
provide for the deferment of payment of (i) awards of incentive compensation
under the Ford Motor Company Annual Incentive Compensation Plan and similar
plans, (ii) base salary, and (iii) new hire signing bonus.

    


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

    


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

    


    (b) The
term “Code” shall mean the Internal Revenue Code of 1986, as
amended.

    


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

    


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

    


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

    


    (d) The
term “Company” means Ford Motor Company and, when used in the Plan with
reference to employment, shall include subsidiaries of the Company.

    


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

    


    (f) The
term “Deferred Compensation” shall mean compensation deferred pursuant to
paragraph (b), (c), (d) or (e) of Section 4 hereto, and any interest
equivalents, dividend equivalents or other earnings or return on such amounts
determined in accordance with the Plan.

    


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

    


    (h) The
term “Deferred Compensation Committee” shall mean the committee comprised of the
Group Vice President, Human Resources and Corporate Services, the Executive Vice
President and Chief Financial Officer and the Senior Vice President and General
Counsel (or, in the event of a change in title, their functional equivalent), or
such other persons as may be designated members of such Committee by the
Compensation Committee.

    


    (i) The
term “employee” shall mean any person who is regularly employed by the Company
or a subsidiary at a salary (as distinguished from a pension, retirement
allowance, severance pay, retainer, commission, fee under a contract or other
arrangement, or hourly, piecework or other wage) and is enrolled on the active
employment rolls of the Company or a subsidiary, including, but without
limitation, any employee who also is an officer or director of the Company or a
subsidiary.

    


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

    


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

    


    (l)  The
term "IPOC" shall mean the Investment Process Oversight Committee comprised of
the Vice President – Treasurer, the Associate General Counsel and Secretary, and
the Director – Employee Benefits (or, in the event of a change in title, their
functional equivalent).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (m)  The
term "Investment Process Committee" shall mean the committee comprised of the
Director – Global Trading and Automotive Risk Management, the Director – Asset
Management, and the Director – Global Retirement and Income Security (or, in the
event of a change in title, their functional equivalent),.

    


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

    


    (p) The
term “Section 16 Person” shall mean any employee who is subject to the reporting
requirements of Section 16(a) or the liability provisions of Section 16(b) of
the Securities Exchange Act of 1934, as amended.

    


    (q) The
term “Separation From Service” shall occur upon an employee's retirement or
other termination from employment with the Company.

    


    (r) The
term “Specified Employee” shall mean an employee of the Company who is a "Key
Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in
accordance with the regulations thereunder and disregarding Subsection
416(i)(5).  A Specified Employee shall be identified as of December
31st
of each calendar year and such identification shall apply to any Specified
Employee who shall incur a Separation From Service in the 12-month period
commencing April 1st of the
immediately succeeding calendar year.  An employee who is determined
to be a Specified Employee shall remain a Specified Employee throughout such
12-month period regardless of whether the employee meets the definition of
"Specified Employee" on the date the employee incurs a Separation From
Service.  This provision is effective for Specified Employees who
incur a Separation From Service on or after January 1, 2005.  For
purposes of determining Specified Employees, the definition of compensation
under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied
without the use of any of the special timing rules provided in Treasury
Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation
Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in
Treasury Regulation Section 1.415(c)-2(g)(5)(ii).

    


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

    


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

    


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

    


    3.
Administration. Except as otherwise herein expressly provided, the Compensation
Committee shall have full power and authority to construe, interpret and
administer the Plan. The Compensation Committee shall make all decisions
relating to matters affecting any Section 16 Person, but may otherwise delegate
any of its authority under the Plan. The Compensation Committee and the Deferred
Compensation Committee each may at any time adopt or terminate, and may from
time to time amend, modify or suspend such rules, regulations, policies and
practices as they in their sole discretion may determine in connection with the
administration of, or the performance of their respective responsibilities
under, the Plan.  In the event that an Article, Section or paragraph
of the Code, Treasury Regulations, AIC Plan, SC Plan, SSIP, or VIP Plan is
renumbered, such renumbered Article, Section or paragraph shall apply to
applicable references herein.

    


    4.
Eligibility of Participants; Amounts Deferrable.

    


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

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


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

    


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

    


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

    


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

    


    (h)
Transfer of Deferral Accounts to Visteon Plan. Anything in the Plan to the
contrary notwithstanding, all outstanding book entry deferral accounts
maintained under the Plan for participants who become employees of Visteon
Corporation ("Visteon") or any of its consolidated subsidiaries immediately
following employment with the Company shall be transferred to a new Visteon
Deferred Compensation Plan ("Visteon DCP") to be adopted by Visteon and governed
by the provisions of that plan, effective as of 5:00 p.m. Eastern Time on June
30, 2000 (the "Transfer Date"). The transferred account balances may not be
immediately available for redesignations under the Plan until account balances
have been properly verified by the recordkeepers for both plans.  On
and after the Transfer Date, any deferrals by such employees shall be made under
the Visteon DCP, even if the election to defer was made prior to the Transfer
Date.  Unless the participant changes his or her investment options
for any such deferral, the Visteon DCP shall honor the investment elections that
were in effect under this Plan for such class year and type of compensation to
the extent the Visteon DCP has the same investment choices.  The
Visteon DCP shall have a Ford Stock Fund investment option for those transferred
accounts that had deferrals based on the Ford Stock Fund under this Plan as of
the Transfer Date, but the Ford Stock Fund under the Visteon DCP shall be a
"sell only" fund, and would not be available for any new deferrals or
redesignations into such fund from other funds or for credits based on dividend
equivalents.  Distributions relating to the transferred accounts shall
be made under the Visteon DCP in the form specified by the participant while
employed by the Company.

    


    
      5.
Deferral Elections.

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Base
Salary Deferrals. A participant’s decision to defer payment of base salary under
the Plan must be made prior to the calendar year during which the base salary
will be earned; provided, however, that such decision may be made with respect
to base salary earned during the first calendar year that base salary deferrals
are permitted under the Plan within thirty days of implementation of the base
salary component of the Plan but prior to earning any such
salary.  Employees hired or rehired on or after June 1st may not
make such elections to defer payment of base salary until the next election
period following the year of hire or rehire.

    


    (c) New
Hire Signing Bonus Deferrals. A participant’s decision to defer payment of a new
hire signing bonus must be made before the earlier of:  (i) the
payment date of such signing bonus, or (ii) 30 days after the date of hire or
rehire.

    


    (d)
Mandatory Deferrals. The Compensation Committee may mandatorily defer payment
under the Plan of all or a portion of certain annual incentive compensation
awards pursuant to the AIC Plan.  In no event may any mandatory
deferral pursuant to this Section be made later than June 30th of the
performance year for which such annual incentive compensation award is
determined.  Additionally, no mandatory deferral may be made pursuant
to this Section if, at the time of such mandatory deferral, the amount of any
annual incentive compensation award subject to such mandatory deferral is
substantially certain.  Any such mandatory deferral must designate the
time and form of payment of any annual incentive compensation award subject to
such mandatory deferral.

    


    (e)
Deferred Compensation Accounts. Amounts deferred pursuant to paragraphs (a),
(b), (c), or (d) of Section 5, and deferral amounts relating to any transfer to
the Plan pursuant to paragraph (g) of Section 4, will be credited by book entry
to the participant’s Deferred Compensation Account. All such amounts shall be
held in the general funds of the Company. Each participant shall have the status
of an unsecured general creditor of the Company with respect to his or her
Deferred Compensation Account. The participant shall designate the percentage of
the amount elected for deferral to be allocated to each investment option
available under the Plan for purposes of accounting only and not for actual
investment. In
addition, with respect to any particular deferral under the Plan, at the time of
a participant's initial deferral election, the participant shall elect one of
the following: (i) lump sum in-service distribution for a specified year, (ii)
lump sum distribution after Separation From Service, or (iii) up to 10 annual
installment payments after Separation From Service.

    


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

    


    
      6.
Investment Options; Methodology; No Ownership Rights.

    

    


    (a)
General. The IPOC has the sole discretion to determine the investment options
available as the measurement mechanism for deferrals and redesignations under
the Plan and shall perform the same functions under the Plan that it performs
under the SSIP.  The manner and extent to which elections may be made,
the method of valuing the various investment options and the Deferred
Compensation Accounts and the method of crediting the Deferred Compensation
Accounts with, or making other adjustments as a result of, dividend equivalents,
interest equivalents or other earnings or return on such Accounts shall be the
same as under SSIP.  .

    


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

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      7.
Redesignation within a Deferred Compensation Account.

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      9.
Distribution of Deferred Compensation; Financial Hardship.

    

    


    (a)
General.  Except as otherwise provided in paragraph (b) of this
Section 9 or in Section 11, or as otherwise determined by the Committee,
distribution of all or any part of a participant's Deferred Compensation Account
shall be made upon the earliest of the following:

    


    (i) If
the participant elected to receive the distribution in a lump sum payment in a
specified year when the participant is an active employee, such payment shall be
made as soon as practicable after the March 15th of the
specified year, but in no event later than December 31st of the
specified year.  If a participant elected to receive a lump sum
payment in a specified year, after Separation From Service prior to such
specified year, the participant shall receive a lump sum payment as soon as
practicable after the March 15th
following the participant's Separation From Service, but in no event later than
the December 31st
immediately following such March 15th.

    


    (ii)
After Separation From Service with the Company, distribution will occur in
either a lump sum payment or in no more than ten annual installment payments, as
elected by the participant, with such lump sum payment being made, or such
annual installments beginning, as soon as practicable after the March 15th
following the participant's Separation From Service, but in no event later than
the December 31st
immediately following such March 15th.  If
the participant elected annual installments, each installment paid after the
initial installment payment shall be paid annually as soon practicable after
each successive March 15th, but in
no event later than the December 31st
following such March 15th.

    


    (iii)
Notwithstanding any prior election by a participant, upon a participant's death,
the participant's Deferred Compensation Account shall be distributed in its
entirety as soon as practicable after the March 15th
following the participant's death, but in no event later than December 31st
following such March 15th.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Unless
otherwise determined by the Committee, a Deferred Compensation Account, or part
thereof, relating to a particular distribution shall be valued for purposes of
the distribution as of the March 15th of the
year of distribution, or the next preceding day for which valuation information
is available.  Notwithstanding anything contained in the Plan to the
contrary, no distribution of any or all of a Deferred Compensation Account held
by a Specified Employee shall occur earlier than the first day of the seventh
month following the Specified Employee's Separation From Service, other than as
a result of such Specified Employee's death.  Any payments to which a
Specified Employee otherwise would have been entitled under the Plan during the
first 6 months following such Specified Employee's Separation From Service shall
be accumulated and paid in a lump sum payment on or after the first day of the
seventh month following such Separation From Service.

    


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

    


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

    


    (d) One
Time Election to Change Method and/or Timing of
Distributions.  Notwithstanding anything contained in the Plan to the
contrary, elections by active participants to change the method and/or timing of
distributions may be allowed in accordance with Internal Revenue Service Notice
2005-1, Q&A-19, such that such elections shall not be treated as a change in
the form and timing of a payment under Code Section 409A(a)(4) or an
acceleration of a payment under Code Section 409A(a)(3); provided, that such
elections are made on or before December 31, 2006 and that no such election
results in (i) an acceleration of a distribution into the year of the election,
or (ii) the deferral of a distribution otherwise payable in the year of the
election into a subsequent year.  Such elections are irrevocable as of
December 31, 2006.

    


    
      10.
Designation of Beneficiaries and Effect of Death.

    

    


    (a)
Designation of Beneficiaries. A participant may file with the Company a written
designation of a beneficiary or beneficiaries (subject to such limitations as to
the classes and number of beneficiaries and contingent beneficiaries and such
other limitations as the Compensation Committee from time to time may prescribe)
to receive, in the event of the death of the participant, undistributed amounts
of Deferred Compensation that would have been payable to such participant had he
or she been living. A participant shall be deemed to have designated as
beneficiary or beneficiaries under the Plan the person or persons who receive
such participant’s life insurance proceeds under the Company-paid basic Life
Insurance Plan unless such participant shall have assigned such life insurance
or shall have filed with the Company a written designation of a different
beneficiary or beneficiaries under the Plan. A participant may from time to time
revoke or change any such designation of beneficiary and any designation of
beneficiary under the Plan shall be controlling over any testamentary or other
disposition; provided, however, that if the Committee shall be in doubt as to
the right of any such beneficiary to receive any such payment, or if applicable
law requires the Company to do so, the same may be paid to the legal
representatives of the participant, in which case the Company, the Committee and
the members thereof shall not be under any further liability to
anyone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)
Distribution Upon Death. Subject to the provisions of Section 9 hereof, in the
event of the death of any participant prior to distribution of all or part of
such participant’s Deferred Compensation Account, the total value of such
participant’s entire Deferred Compensation Account shall be distributed in cash,
except as otherwise provided in paragraph (h) or (j) of Section 4, in one lump
sum in accordance with paragraph (a) of Section 9 to any beneficiary or
beneficiaries designated or deemed designated by the participant pursuant to
paragraph (a) of this Section 10 who shall survive such participant (to the
extent such designation is effective and enforceable at the time of such
participant’s death) or, in the absence of such designation or such surviving
beneficiary, or if applicable law requires the Company to do so, to the legal
representative of such person, at such time (or as soon thereafter as
practicable) and otherwise as if such person were living and had fulfilled all
applicable conditions as to earning out set forth in, or established pursuant to
the Plan, provided such conditions shall have been fulfilled by such person
until the time of his or her death.

    


    11.
Effect of Inimical Conduct. Anything contained in the Plan notwithstanding, all
rights of a participant under the Plan to receive distribution of all or any
part of his or her Deferred Compensation Account shall cease on and as of the
date on which it has been determined by the Committee that such participant at
any time (whether before or subsequent to termination of such participant’s
employment) acted in a manner inimical to the best interests of the
Company.

    


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

    


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

    


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

    


    15. No
Assignment of Benefits. No rights or benefits under the Plan shall, except as
otherwise specifically provided by law, be subject to assignment (except for the
designation of beneficiaries pursuant to paragraph (a) of Section 10), nor shall
such rights or benefits be subject to attachment or legal process for or against
a participant or his or her beneficiary or beneficiaries, as the case may
be.

    


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

    


    17.
Amendment, Modification, Suspension and Termination of the Plan; Rescissions and
Corrections. The Compensation Committee, at any time may terminate, and at any
time and from time to time, and in any respect, may amend or modify the Plan or
suspend any of its provisions; provided, however, that no such amendment,
modification, suspension or termination shall, without the consent of a
participant, adversely affect such participant’s rights with respect to amounts
credited to or accrued in his or her Deferred Compensation Account; provided,
further, however, that no distribution of benefits shall occur upon termination
of this Plan unless applicable requirements of Code Section 409A have been met.
The Committee at any time may rescind or correct any deferrals or credits to any
Deferred Compensation Account made in error or that jeopardize the intended tax
status or legal compliance of the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      18.
Section 10.  Code Section 409A.

    

    


    (a) The
Company reserves the right to take such action, on a uniform and consistent
basis, as the Company deems necessary or desirable to ensure compliance with
Code Section 409A, and applicable additional regulatory guidance thereunder, or
to achieve the goals of the Plan without having adverse tax consequences under
this Plan for any employee or beneficiary.

    


    (b) In no
event shall any transfer of liabilities to or from this Plan result in an
impermissible acceleration or deferral under Code Section 409A. In the event
such a transfer would cause an impermissible acceleration or deferral under Code
Section 409A, such transfer shall not occur.

    


    (c) In
the event an employee is reemployed following a Separation From Service,
distribution of any deferrals shall not cease upon such employee's
reemployment.

    


    (d) After
receipt of any deferrals, the obligations of the Company with respect to such
amounts shall be satisfied and no employee, surviving spouse, or beneficiary
shall have any further claims against the Plan or the Company with respect to
any deferrals under the Plan.

    


    
      19.
Indemnification and Exculpation.

    

    


    (a)
Indemnification. Each person who is or shall have been a member of the
Compensation Committee or a member of the Deferred Compensation Committee shall
be indemnified and held harmless by the Company against and from any and all
loss, cost, liability or expense that may be imposed upon or reasonably incurred
by such person in connection with or resulting from any claim, action, suit or
proceeding to which such person may be or become a party or in which such person
may be or become involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by such person in
settlement thereof (with the Company’s written approval) or paid by such person
in satisfaction of a judgment in any such action, suit or proceeding, except a
judgment in favor of the Company based upon a finding of such person’s lack of
good faith; subject, however, to the condition that upon the institution of any
claim, action, suit or proceeding against such person, such person shall in
writing give the Company an opportunity, at its own expense, to handle and
defend the same before such person undertakes to handle and defend it on such
person’s behalf. The foregoing right of indemnification shall not be exclusive
of any other right to which such person may be entitled as a matter of law or
otherwise, or any power that the Company may have to indemnify or hold such
person harmless.

    


    (b)
Exculpation. Each member of the Compensation Committee, each member of the
Deferred Compensation Committee, each member of the IPOC and each member of the
Investment Process Committee shall be fully justified in relying or acting in
good faith upon any information furnished in connection with the administration
of the Plan or any appropriate person or persons other than such person. In no
event shall any person who is or shall have been a member of the Compensation
Committee,  a member of the Deferred Compensation Committee, a member
of the IPOC or a member of the Investment Process Committee be held liable for
any determination made or other action taken or any omission to act in reliance
upon any such information, or for any action (including the furnishing of
information) taken or any failure to act, if in good faith.

    


    20.
Finality of Determinations; Request for Review. Each determination,
interpretation or other action made or taken pursuant to the provisions of the
Plan by the Compensation Committee or the Deferred Compensation Committee shall
be final and shall be binding and conclusive for all purposes and upon all
persons, including, but without limitation thereto, the Company, its
stockholders, the Compensation Committee and each of the members thereof, the
Deferred Compensation Committee and each of the members thereof, and the
directors, officers, and employees of the Company, the Plan participants, and
their respective successors in interest.  In the event a participant
wishes to appeal a decision relating to the Plan, a request in writing may be
submitted to the Committee.

    


    21.
Governing Law. The Plan shall be governed by and construed in accordance with
the laws of the State of Michigan.