Unassociated Document


    
      

    

    Exhibit
10-N-3

    


    


    


    Annual
Incentive Compensation Plan 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 cash awards for 2009 for participants,
including executive officers, under the Company's shareholder-approved Annual
Incentive Compensation Plan (filed as Exhibit 10.2 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 200% 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 a person's performance.

    


    *
Excludes special items