ex10_l.htm


    
      

    

    Exhibit
10-L

    


    SELECT
RETIREMENT PLAN

    Amended
and Restated Effective as of December 31, 2008

    


    Section
1.  Introduction.  On June 9, 1994, the Company
established this Plan for the purpose of providing voluntary retirement
incentives to selected U.S. Company employees who are assigned to Leadership
Levels 1 through 5 of the Company, or their equivalent, constituting a select
group of management or highly compensated employees.

    


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

    


    
      	
               
      

            	
              2.01

            	
              "Affiliate" shall mean,
      as applied with respect to any person or legal entity specified, a person
      or legal entity that directly or indirectly, through one or more
      intermediaries, controls or is controlled by, or is under common control
      with, the person or legal entity
specified.

            


    

    


    
      	
               
      

            	
              2.02

            	
              "Benefit Equalization
      Plan" or
      "BEP" means the Ford Motor Company Benefit Equalization Plan, as it
      may be amended.

            


    

    


    
      	
               
      

            	
              2.03

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

            


    

    


    
      	
               
      

            	
              2.04

            	
              "Company" shall mean
      Ford Motor Company and such of the subsidiaries of Ford Motor Company as,
      with the consent of Ford Motor Company, shall have adopted this
      Plan.

            


    

    


    
      	
               
      

            	
              2.05

            	
              "Contributory Service"
      means, without duplication, the years and any fractional year of
      contributory service at retirement, not exceeding one year for any
      calendar year, of the Eligible Executive under the General Retirement
      Plan.

            


    

    


    
      	
               
      

            	
              2.06

            	
              "Credited Service"
      means, without duplication, the years and any fractional year of credited
      service at retirement, not exceeding one year for any calendar year, of
      the Eligible Executive under the General Retirement
  Plan.

            


    

    


    
      	
               
      

            	
              2.07

            	
              "Deferred Equalization
      Plan" or
      "DEP" means the Ford Motor Credit Company Deferred Equalization
      Plan, as it may be amended.

            


    

    


    
      	
               
      

            	
              2.08

            	
              "DEP Select Benefits"
      means the benefits described in Section
4.04.

            


    

    


    
      	
               
      

            	
              2.09

            	
              "Eligible Executive"
      means a full time Company employee
who:

            


    

    


    
      	
               
      

            	
              (i)

            	
              was
      hired or rehired prior to January 1,
2004,

            


    

    


    
      	
               
      

            	
              (i)

            	
              is
      at least age 55 as of the Retirement Effective Date, except as otherwise
      provided in Section 6, and who has at least ten years of service
      recognized for eligibility to receive a benefit under the General
      Retirement Plan as of the Retirement Effective
  Date,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              is
      assigned to Leadership Levels 1 through 5 of the Company, or their
      equivalents,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              is
      selected by the Company to participate in the Select Retirement Plan,
      and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              is
      in good standing as of the last day of
  employment.

            


    

    


    In
addition to the eligibility requirements above, to be eligible to receive a SERP
Select Benefit, an Eligible Executive must, immediately preceding such Eligible
Executive's Retirement Effective Date, have at least five continuous years of
service as the Executive Chairman, Chief Executive Officer, an Executive Vice
President, a Group Vice President or a Vice President of the Company (excluding
any such person who is an employee of a foreign affiliate of the Company) or a
Company employee assigned to Leadership Level Four or above, or its
equivalent.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In
addition to the eligibility requirements above, to be eligible to receive an
ESAP Select Benefit, an Eligible Executive must, immediately preceding such
Eligible Executive's Retirement Effective Date, have at least five continuous
years of service as a Company employee assigned to Leadership Level One or Two,
or its equivalent.

    


    
      	
               
      

            	
              2.10

            	
              "Eligible Surviving
      Spouse" means a spouse, as defined by the Federal Defense of
      Marriage Act of 1996, to whom a Retired Employee has been married for at
      least one year at the date of the Retired Employee's
  death.

            


    

    


    
      	
               
      

            	
              2.11

            	
              "ESAP Select Benefits"
      means the benefits described in Section
4.03.

            


    

    


    
      	
               
      

            	
              2.12

            	
              "Executive Separation Allowance
      Plan" or
      "ESAP" means the Ford Motor Company Executive Separation Allowance
      Plan, as it may be amended.

            


    

    


    
      	
               
      

            	
              2.13

            	
              "General Retirement
      Plan" or
      "GRP" means the Ford Motor Company General Retirement Plan, as it
      may be amended.

            


    

    


    
      	
               
      

            	
              2.14

            	
              "GRP Select Benefits"
      means the benefits described in Section
4.01.

            


    

    


    
      	
               
      

            	
              2.15

            	
              "Plan" means the Select
      Retirement Plan of Ford Motor Company, as it may be
    amended.

            


    

    


    
      	
               
      

            	
              2.16

            	
              "Retired Executive"
      means an Eligible Executive who retires from the Company under the terms
      and conditions of this Plan on the Retirement Effective
    Date.

            


    

    


    
      	
               
      

            	
              2.17

            	
              "Retirement Effective
      Date" means the date designated by the Company.  Such
      Retirement Effective Date shall be only on the first of a
      month.  For purposes of determining the minimum 15% improvement
      described in Section 4.01, if a Retired Executive commences receiving a
      GRP benefit on or after the date on which the Retired Executive attains
      age 65, Retirement Effective Date means the date the Retired Executive
      commences receipt of the GRP
benefit.

            


    

    


    
      	
               
      

            	
              2.18

            	
              "Retirement Plans" means
      the General Retirement Plan, the Benefit Equalization Plan, the
      Supplemental Executive Retirement Plan, the Executive Separation Allowance
      Plan and the Deferred Equalization
Plan.

            


    

    


    
      	
               
      

            	
              2.19

            	
              "Select Benefits" means
      the retirement benefits described in Section
4.

            


    

    


    
      	
               
      

            	
              2.20

            	
              "Separation From
      Service" shall occur upon an Eligible Executive's death, retirement
      or other termination from employment with the
  Company.

            


    

    


    
      	
               
      

            	
              2.21

            	
              "SERP Select Benefits"
      means the benefits described in Section
4.02.

            


    

    


    


    
      	
               
      

            	
              2.22

            	
              "Specified Employee "
      means 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).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.23

            	
              "Subsidiary" shall mean,
      as applied with respect to any person or legal entity specified, (i) a
      person or legal entity with a majority of the voting stock of which is
      owned or controlled, directly or indirectly, by the person or legal entity
      specified or (ii) any other type of business organization in which the
      person or legal entity specified owns or controls, directly or indirectly,
      a majority interest.

            


    

    


    
      	
               
      

            	
              2.24

            	
              "Supplemental Executive
      Retirement Plan" or "SERP" means the Ford
      Motor Company Supplemental Executive Retirement Plan, as it may be
      amended.

            


    

    


    Section
3.  Agreement to Participate

    


    
      	
               
      

            	
              3.01

            	
              Effective
      Agreement.  To participate in the Plan, an Eligible
      Employee must submit to the Company a completed and signed agreement prior
      to receiving such Select Benefits.  The Company shall provide
      the applicable form agreement for this purpose and no other agreement form
      shall be used for this purpose.

            


    

    


    
      	
               
      

            	
              3.02

            	
              Revocation of
      Agreements.  An Eligible Executive may revoke an
      agreement provided in accordance with Section 3.01 by giving written
      notice to the Company no later than seven (7) days after the date on which
      the Eligible Executive submitted a signed agreement to the Company in
      accordance with Section 3.01.  The Company shall provide a
      revocation form for this purpose and no other revocation or form shall be
      used for this purpose.

            


    

    


    
      Section
4.  Calculation of Select Benefits.

    

    


    
      	
               
      

            	
              4.01

            	
              GRP Select
      Benefits.  The GRP Select Benefit payable to a Retired
      Executive shall be an amount equal to the difference between (X) and (Y)
      where (X) is the GRP benefit determined under the terms of the GRP after
      giving effect to the following
adjustments:

            


    

    


    Add three
years to the Retired Executive's attained age as of the Retirement Effective
Date only for the purpose of determining the applicable  early
retirement reduction factors set forth in Appendix G to the GRP and three years
to the Retired Executive's years of Contributory Service as of the Retirement
Effective Date, without the requirement of employee contributions;
and

    


    Final
Average Monthly Salary for a Retired  Executive under the terms of
this Plan shall be determined as if the Retired Executive had been a
Contributing member and received Contributory Service for three additional years
after the Retirement Effective Date at the Retired Executive's Salary in effect
as of the date immediately preceding the Retirement Effective Date;

    


    and (Y)
is the GRP benefit determined under the terms of the GRP in effect as of the
Retirement Effective Date, regardless of whether an application for GRP benefits
has been submitted or GRP benefit payments have begun.

    


    The GRP
Select Benefit determined as of the Retirement Effective Date shall be an amount
equal to at least a fifteen percent (15%) improvement to the GRP benefit
determined under the terms of the GRP in effect as of the Retirement Effective
Date.  If the Retired Executive's benefit under the GRP is
redetermined at Age 62 and One Month, the GRP Select Benefit shall be
redetermined and adjusted such that the GRP Select Benefit shall be an amount
equal to at least a fifteen percent (15%) improvement to the GRP benefit
redetermined under the terms of the GRP then in effect as of the redetermination
date.

    


    For
purposes of determining the amount of a Retired Executive's GRP Select Benefit,
the Retired Executive shall be treated as if he or she elected to receive his or
her GRP benefit in the form of the qualified joint and survivor annuity benefit
under the GRP if married, or the single life annuity form of benefit under the
GRP if unmarried (including, a divorced or widowed Retired
Executive).  The amount of any GRP Select Benefit payable to a Retired
Executive whose benefit under the ESAP is not offset or reduced by the amount of
any GRP benefit payable to such Retired Executive prior to age 65 shall be
increased upon the Retired Executive's attainment of age 65 to reflect an
unreduced normal retirement benefit under the GRP.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.02

            	
              SERP Select
      Benefits.  The SERP Select Benefit applicable to a
      Retired Executive who is otherwise eligible, or who becomes eligible, for
      a SERP benefit under the terms of the SERP in effect as of the Retirement
      Effective Date shall be an amount equal to the difference between (X) and
      (Y) where (X) is the SERP benefit determined under the terms of the SERP
      after giving effect to the following
  adjustments:

            


    

    


    Add three
years to the Retired Executive's attained age as of the Retirement Effective
Date and three years of Credited Service to the Retired Executive's years of
Credited Service as of the Retirement Effective Date; and

    


    The Final
Five Year Average Base Salary for a Retired Executive receiving Credited Service
immediately preceding his or her Retirement Effective Date under the terms of
this Plan shall be determined as if the Retired Executive had continued to
receive Credited Service for three additional years after the Retirement
Effective Date at the Retired Executive's Monthly Base Salary;

    


    and (Y)
is the SERP benefit determined under the terms of the SERP in effect as of the
Retirement Effective Date.

    


    The SERP
Select Benefit determined as of the Retirement Effective Date shall be an amount
equal to at least a fifteen percent (15%) improvement to the SERP benefit
determined under the terms of the SERP in effect as of the Retirement Effective
Date.

    


    
      	
               
      

            	
              4.03

            	
              ESAP Select
      Benefits.  The ESAP Select Benefit applicable to a
      Retired Executive who is otherwise eligible, or who becomes eligible, for
      an ESAP benefit under the terms of the ESAP in effect as of the Retirement
      Effective Date shall be an amount equal to the difference between (X) and
      (Y) where (X) is the ESAP benefit determined under the terms of the ESAP
      in effect as of the Retirement Effective Date after giving effect to the
      following adjustments:

            


    

    


    Add three
years to the Retired Executive's attained age as of the Retirement Effective
Date; and

    


    Add three
years of service to the Retired Executive's years of service as of the
Retirement Effective Date;

    


    and (Y)
is the ESAP benefit calculated under the terms of the ESAP in effect as of the
Retirement Effective Date.

    


    The ESAP
Select Benefit determined as of the Retirement Effective Date shall be an amount
equal to at least a fifteen percent (15%) improvement to the ESAP benefit
determined under the terms of the ESAP in effect as of the Retirement Effective
Date.

    


    The
amount of any ESAP Select Benefit determined for any Leadership Level 1 or 2
employee (or such employee's Eligible Surviving Spouse) shall be reduced by any
GRP Select Benefit determined for such Leadership Level 1 or 2 employee (or such
employee's Eligible Surviving Spouse).

    


    
      	
               
      

            	
              4.04

            	
              DEP Select
      Benefits.  The DEP Select Benefit applicable to a Retired
      Executive who is otherwise eligible for a DEP benefit under the terms of
      the DEP in effect as of the Retirement Effective Date, shall be an amount
      equal to the difference between (X) and (Y) where (X) is the DEP benefit
      determined under the terms of the DEP after adjusting Final Average
      Monthly Salary as if the Retired Executive had been a Contributing member
      and received Contributory Service for three additional years after the
      Retirement Effective Date at the Retired Executive's Salary and (Y) is the
      DEP benefit determined under the terms of the DEP in effect as of the
      Retirement Effective Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 5.  Payment of
Select Benefits.

    


    
      	
               
      

            	
              5.01

            	
              Except
      as otherwise provided herein, payment of Select Benefits determined under
      Section 4 shall commence on the first day of the month following the date
      on which the Eligible Executive has a Separation From
    Service.

            


    

    


    5.02        Select
Benefits shall be payable monthly from the Company's general funds.

    


    
      	
               
      

            	
              5.03

            	
              Notwithstanding
      any other provision of the Plan to the contrary, if a Specified Employee
      incurs a Separation From Service, other than as a result of such Specified
      Employee's death, payment of any Select Benefit shall commence no earlier
      than the first day of the seventh month following such Specified
      Employee's Separation From Service, other than as a result of the
      Specified Employee's death.  Any Select Benefits to which a
      Specified Employee otherwise would have been entitled during the first six
      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.  Any
      payment delayed under this Section shall not bear
  interest.

            


    

    


    
      	
               
      

            	
              5.04

            	
              Payments
      to a Retired Executive shall cease at the end of the month in which the
      Retired Executive dies.  Except as otherwise provided herein,
      survivor benefits, if any, payable with respect to any Select Benefits
      provided under this Plan shall be paid as
  follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              GRP Select
      Benefits.  Survivor
      benefits payable with respect to GRP Select Benefits shall be paid monthly
      to an Eligible Surviving Spouse as determined in accordance with Section
      4.01.  GRP Select Benefits payable to a Retired Executive's
      Eligible Surviving Spouse shall commence as soon as administratively
      practicable following such Retired Executive' s death, but in no event
      after the later of: 1) December 31st
      immediately following such Retired Executive's death, or 2) the 15th
      day of the third month immediately following such Retired Executive's
      death, and continuing until the death of the Eligible Surviving
      Spouse.

            


    

    
      	
               
      

            	
              (b)

            	
              SERP Select
      Benefits.  No survivor benefits are payable with respect
      to SERP Select Benefits.

            


    

    
      	
               
      

            	
              (c)

            	
              ESAP Select
      Benefits.  In the event of death of a Retired Executive
      prior to attaining age 65, or in the event of death on or after January 1,
      1981 of an Eligible Executive who (i) has not has a Separation From
      Service, (ii) has at least five years of service at the Leadership Level
      One or Two, or its equivalent, has at least ten years of contributory
      membership in the GRP, and is at least age 55, ESAP Select Benefit
      payments shall be made to such Retired Executive's or Eligible
      Executive's, as applicable, Eligible Surviving Spouse, if any, commencing
      as soon as administratively practicable following such executive' s death,
      but in no event after the later of: 1) December 31st
      immediately following such executive's death, or 2) the 15th
      day of the third month immediately following such executive's death, and
      continuing until the earlier of the death of such Eligible Surviving
      Spouse, or the end of the month in which such Retired Executive or
      Eligible Executive, as applicable, would have attained age
    65.

            


    

    
      	
               
      

            	
              (d)

            	
              DEP Select
      Benefits.  Survivor
      benefits payable with respect to DEP Select Benefits shall be paid monthly
      to an Eligible Surviving Spouse as determined in accordance with Section
      4.04.  DEP Select Benefits payable to a Retired Executive's
      Eligible Surviving Spouse shall commence as soon as administratively
      practicable following such Retired Executive's death, but in no event
      after the later of: 1) December 31st
      immediately following such Retired Executive's death, or 2) the 15th
      day of the third month immediately following such Retired Executive's
      death, and continuing until the death of the Eligible Surviving
      Spouse.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
6.  Reduction of Minimum Age Eligibility Requirement.

    


    
      	
               
      

            	
              6.01

            	
              Authority to Reduce Minimum Age
      Eligibility.  The Executive Chairman of the Company shall
      have the authority, from time to time in his or her sole and absolute
      discretion, to reduce the minimum age eligibility requirement specified in
      Section 2.09(i) of the Plan from age 55 to age
  52.

            


    

    


    
      	
               
      

            	
              6.02

            	
              Under Age 55 Select
      Benefits.  If an Eligible Executive becomes eligible to
      receive a Select Benefit under this Plan pursuant to Section 6.01, the
      Select Benefits payable to such Eligible Executive shall be determined as
      provided in Section 5 above as if the Eligible Executive were three years
      older and had met the age 55 minimum age eligibility requirement under
      Section 2.09(i).  For an Eligible Executive who becomes eligible
      to receive a GRP Select Benefit at age 52 in accordance with this Section,
      the GRP Select Benefit shall be payable exclusively under this Plan until
      such Eligible Executive reaches age 55.  When a benefit becomes
      payable to the Eligible Executive under the GRP, the amount of the GRP
      Select Benefits shall be reduced by the benefit amount payable from the
      GRP.  For an Eligible Executive who becomes eligible to receive
      a SERP Select Benefit and/or an ESAP Select Benefit at age 52 in
      accordance with this Section, the SERP Select Benefit and/or ESAP Select
      Benefit shall be payable exclusively under this Plan.  Select
      Benefits payable as a result of an Eligible Executive being selected to
      receive Select Benefits at age 52 in accordance with this Section are not
      an acceleration of benefits under this Plan in violation of Code Section
      409A.

            


    

    


    
      	
               
      

            	
              6.03

            	
              Subsidiary Retirement
      Plans.  If an Eligible Executive under age 55 would have
      become eligible for a regular early retirement benefit from a Subsidiary's
      retirement plan if he or she had remained in Subsidiary employment until
      the minimum age or service eligibility requirements under such
      Subsidiary's plan were met, this Plan shall pay an additional benefit in
      an amount equal to the Subsidiary early retirement benefit that would have
      been paid if the minimum eligibility requirements had been met on the
      Retirement Effective Date.  The payment shall cease at such time
      as the regular early retirement benefit from the Subsidiary's plan becomes
      payable.  If the Subsidiary's plan shall pay only a deferred
      vested benefit at age 55, payment of any Select Benefit provided under
      this Plan to an Eligible Executive shall be reduced by the amount of the
      deferred vested or survivor's benefit payable under such Subsidiary
      plan.  Select Benefits provided under this Plan to an Eligible
      Executive shall cease upon the Eligible Executive's
      death.  Survivor benefits, if any, shall cease upon the Eligible
      Surviving Spouse's death.  The amounts payable pursuant to this
      paragraph shall be in addition to any other Select Benefits that otherwise
      may be payable under this Plan.

            


    

    


    Section 7.  Application of
ESAP and SERP Earning Out Provisions.  The earning out
provisions of the ESAP and SERP, respectively, are hereby incorporated in full
with respect to any ESAP Select Benefits and/or SERP Select Benefits payable
under this Plan.

    


    


    Section
8.  General Provisions.

    


    
      	
               
      

            	
              8.01

            	
              Plan
      Administration and Interpretation.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Notwithstanding
      any other provisions of the Plan to the contrary, the terms of the Plan
      shall determine the benefits payable to an Eligible Executive and no
      Eligible Executive shall be permitted to receive a benefit under the Plan
      that would be inconsistent with such
terms.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Group Vice President –Human Resources and Corporate Services and the
      Executive Vice President and Chief Financial Officer (or, in the event of
      a change in title, their functional equivalent) shall have full power and
      authority on behalf of the Company to administer and interpret the
      Plan.  In the event of a change in a designated officer's title,
      the officer or officers with functional responsibility for the Retirement
      Plans shall have the power and authority to administer and interpret the
      Plan.  All decisions with respect to the administration and
      interpretation of the Plan shall be final and binding upon all
      persons.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              In
      the event that an Article, Section or paragraph of the Code, Treasury
      Regulations, GRP, ESAP or SERP is renumbered, such renumbered Article,
      Section or paragraph shall apply to applicable references in this
      Plan.

            


    

    


    
      	
               
      

            	
              8.02

            	
              Local Payment
      Authorities.  The Vice President and Treasurer and the
      Assistant Treasurer (or, in the event of a change in title, their
      functional equivalent) may act individually to delegate authority to
      administrative personnel to make benefit payments to employees in
      accordance with plan provisions.

            


    

    


    
      	
               
      

            	
              8.03

            	
              Deductions.  The
      Company may deduct from any payment of Select Benefits to a Retired
      Executive all amounts owing to it by such Retired Executive for any
      reason, and all taxes required by law or government regulation to be
      deducted or withheld.

            


    

    


    
      	
               
      

            	
              8.04

            	
              No Contract of
      Employment.  The Plan is an expression of the Company's
      present policy with respect to Eligible Executives.  It is not a
      part of any contract of employment. No Eligible Executive, Retired
      Executive or any other person shall have any legal or other right to any
      Select Benefit.

            


    

    


    
      	
               
      

            	
              8.05

            	
              No Company
      Reemployment.  A Retired Executive shall not be eligible
      for reemployment by the Company either directly or indirectly through an
      agency or otherwise.  This includes, but is not limited to,
      employment of a Retired Executive by the Company as a supplemental
      employee, independent contractor, consultant, advisor, or agency employee,
      regardless of the length of employment.  It also includes
      employment of a Retired Executive by a sole or single source supplier to
      the Company, or employment by any supplier of the Company if the
      responsibilities of the Retired Executive relate primarily to the
      Company's business with the supplier, and are not merely incidental to the
      performance of the Retired Executive's other job
  duties.

            


    

    


    This
re-employment prohibition may be waived if the proposed employment advances the
strategic interests of the Company or is otherwise determined to be in the best
interests of the Company provided that, under the waiver, the employment
arrangement does not permit the Retired Executive to perform 50% or more of a
full-time position and he/she receives less than 50% of any compensation earned
during the final three full calendar years of employment (or if less, such
lesser period).  Requests for reemployment of a Retired Executive may
be reviewed by (i) for a Retired Executive employed at a Leadership Level of LL5
through LL3 prior to Separation From Service, the Director of Personnel
Relations and Employee Policies (or, in the event of a change in title, his or
her functional equivalent), or (ii) for a Retired Executive employed at a
Leadership Level of LL2 or above prior to Separation From Service, the Director
of Personnel Relations and Employee Policies, the Group Vice President, Human
Resources & Corporate Services, and the Executive Personnel Committee (EPC)
(or, in the event of a change in title or name, their functional
equivalent).  The Retired Executive shall furnish such information
about the proposed reemployment as is reasonably requested to evaluate the
request.  Said individuals and/or the EPC who are authorized to review
requests for re-employment shall have sole and absolute discretion to determine
whether the request for reemployment violates this provision and any such
determination is final and binding on all parties and is not subject to further
review.

    


    In the
event a Retired Executive becomes reemployed in violation of this Section
without obtaining a waiver, the Company may take such action, other than
suspending payment of Select Benefits, as is reasonably necessary, in the
Company's sole discretion, to enforce the provisions of this
Section.  Such action may include forfeiting a Retired Executive's
Select Benefits, other than GRP Select Benefits, if the Retired Executive
becomes employed by a sole or single source supplier to the Company, or employed
by any supplier of the Company if the responsibilities of the Retired Executive
relate primarily to the Company's business with the supplier, and are not merely
incidental to the performance of the Retired Executive's other job duties, and
the Retired Executive did not obtain a determination that such employment does
not violate this Section or a wavier of the reemployment condition prior to
commencing such employment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
anything in this Section to the contrary, no determination or waiver shall
permit reemployment if such reemployment would result in adverse tax
consequences to the Retired Executive under Code Section 409A.

    


    
      	
               
      

            	
              8.06

            	
              Select Benefits Not
      Funded.  The Company's obligations under this Plan are
      not funded.  Select Benefits under this Plan shall be payable
      only out of the general funds of the
Company.

            


    

    


    
      	
               
      

            	
              8.07

            	
              No Contract of
      Employment.  The
      Plan is an expression of the Company's present policy with respect to
      Eligible Executives; it is not a part of any contract of employment. No
      Eligible Executive, Eligible Surviving Spouse, or any other person shall
      have any legal or other right to any benefit under this
    Plan.

            


    

    


    
      	
               
      

            	
              8.08

            	
              Continuing
      Plan.  The Plan shall be an ongoing Plan and shall be
      made available at the discretion of the Company.  The Company
      may designate certain periods within a calendar year in which offers of
      Select Benefits may be made and may provide that no offers of Select
      Benefits may be accepted before or after designated dates within a
      calendar year.  The Company also may limit the offer of Select
      Benefits to those within a designated salary roll or
      band.  Select Benefits may be combined with additional types of
      termination incentives or separation programs upon the direction of the
      Company.  Provisions of such other termination incentives or
      separation programs are not governed by the terms of this
      Plan.

            


    

    


    
      	
               
      

            	
              8.09

            	
              Governing
      Law.  Except as otherwise provided under federal law, the
      Plan and all rights thereunder shall be governed, construed and
      administered in accordance with the laws of the State of
      Michigan.

            


    

    


    
      	
               
      

            	
              8.10

            	
              Amendment or
      Termination.  The Company reserves the right to modify or
      amend, in whole or in part, or to terminate this Plan, at any time without
      notice; provided, however, that no distribution of benefits shall occur
      upon termination of this Plan unless applicable requirements of Code
      Section 409A have been met.

            


    

    


    
      	
               
      

            	
              8.11

            	
              Terms Not Otherwise
      Defined.  Capitalized terms not otherwise defined in this
      Plan shall have the same meanings ascribed to such terms under the
      applicable Retirement Plans.

            


    

    


    Section 9.  Code Section
409A.

    


    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.

    


    In no
event shall any transfer of liabilities to or from this Plan result in an
impermissible acceleration or deferral of Select Benefits 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.

    


    In no
event will application of any eligibility requirements under this Plan cause an
impermissible acceleration or deferral between any Plan benefits under Code
Section 409A.

    


    In the
event a Retired Executive is reemployed following a Separation From Service,
distribution of any Select Benefit shall not cease upon such Retired Executive's
reemployment. 

      

    After
receipt of Plan benefits, the obligations of the Company with respect to such
benefits shall be satisfied and no Eligible Executive, Eligible Surviving
Spouse, or beneficiary shall have any further claims against the Plan or the
Company with respect to Plan benefits.

      


    Section
10. Claim for Benefits

    


    
      	
            	
              10.01

            	
              Denial of a
      Claim.  A claim for benefits under the Plan shall be
      submitted in writing to the plan administrator.  If a claim for
      benefits or participation is denied in whole or in part by the plan
      administrator, the Eligible Executive will receive written notification
      within a reasonable period from the date the claim for benefits or
      participation is received.  Such notice shall be deemed given
      upon mailing, full postage prepaid in the United States mail or on date
      sent electronically to the claimant.  If the plan administrator
      determines that an extension of time for processing is required, written
      notice of the extension shall be furnished to the Eligible Executive as
      soon as practical.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

       

    
      
        	
              	
                10.02

              	
                Review of denial of
      claim. In the event that the plan administrator denies a claim
      for benefits or participation, an eligible executive may request a review
      by filing a written appeal to the group vice president –human resources
      and corporate services and the executive vice president and chief
      financial officer (or, in the event of a change in title, their functional
      equivalent), or their designee(s), within sixty (60) days of receipt of
      the written notification of denial.  The appeal will be
      considered and a decision shall be rendered as soon as
      practical.  In the event a time extension is needed to consider
      the appeal and render the decision, written notice shall be provided to
      the eligible executive notifying them of such time
    extension.

              


      

        


      
        	
              	
                10.03

              	
                Decision on appeal. The decision on
      review of the appeal shall be in writing. Such notice shall be deemed
      given upon mailing, full postage prepaid in the united states mail or on
      the date sent electronically to the eligible
      executive.  Decisions rendered on the appeal are final and
      conclusive and are only subject to the arbitrary and capricious standard
      of judicial review.

              


      

        


      
        	
              	
                10.04

              	
                Limitations
      period.  No legal action for
      benefits under the plan may be brought against the plan until after the
      claims and appeal procedures have been exhausted.  Legal actions
      under the plan for benefits must be brought no later than two (2) years
      after the claim arises.  No other action may be brought against
      the plan more than six (6) months after the claim
      arises.