Unassociated Document


    
      

    

    Exhibit
10-N-5

    


    


    Performance-Based
Restricted Stock Unit Award Metrics for 2009

    


    


    On
February 25, 2009, the Compensation Committee of the Board of Directors of the
Company approved the specific performance goals and business criteria to be used
for purposes of determining any future performance-based restricted stock unit
final awards for the 2009 performance-year for participants, including executive
officers, under the Company's shareholder-approved 2008 Long-Term Incentive Plan
(filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008).  For most participants, the performance
criteria and weightings to be used for 2009 under the plan include attaining
specified levels of:

    


    
      	
               
      

            	
              ·

            	
              total
      company pre-tax profits* (40%),

            


    

    


    
      	
               
      

            	
              ·

            	
              relevant
      business unit pre-tax profits (including related financing profits)*
      (15%),

            


    

    


    
      	
               
      

            	
              ·

            	
              total
      company automotive operating-related cash flow*
  (20%),

            


    

    


    
      	
               
      

            	
              ·

            	
              relevant
      business unit cost performance
(8.33%),

            


    

    


    
      	
               
      

            	
              ·

            	
              relevant
      business unit market shares (8.33%),
and

            


    

    


    
      	
               
      

            	
              ·

            	
              relevant
      business unit quality metrics
(8.33%).

            


    

    


    For some
participants, including certain executive officers, whose job responsibilities
encompass multiple business units, the performance criteria to be used for 2009
under the plan include attaining specified levels of:

    


    
      	
               
      

            	
              ·

            	
              total
      company pre-tax profits* (55%),

            


    

    


    
      	
               
      

            	
              ·

            	
              total
      company automotive operating-related cash flow*
  (20%),

            


    

    


    
      	
               
      

            	
              ·

            	
              total
      company cost reductions (8.33%),

            


    

    


    
      	
               
      

            	
              ·

            	
              total
      company market shares (8.33%), and

            


    

    


    
      	
               
      

            	
              ·

            	
              total
      company quality metrics (8.33%).

            


    

    


    Based on
business performance results for 2009 against the targeted levels established
for each metric, the Compensation Committee will determine the percentage of the
target award that is earned, which could range between 0% and 100% depending on
actual performance achieved relative to the target levels.  In
addition, individual awards may be increased (within limits set by the
Compensation Committee) or decreased from a formula amount, based on leadership
level or salary grade level, to reward for a person's anticipated future
contribution.

    


    *
Excludes special items