exv10wo



 




Exhibit 10-O



FORD MOTOR COMPANY DEFERRED COMPENSATION
PLAN



(Amended and Restated as of January 1, 2005)




     
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, (iii) incentive
awards payable in cash or stock under the Ford Motor Company
1990 Long-Term Incentive Plan, Ford Motor Company 1998 Long-Term
Incentive Plan or any other incentive compensation plan of the
Company and (iv) new hire payments.



     
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 “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.



          
(c) The term “Company” when used
in the Plan with reference to employment shall include
subsidiaries of the Company.



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



          
(e) The term “Deferred
Compensation” shall mean compensation deferred pursuant to
paragraph (a), (b), (c) or (d) of Section 5
hereto, and any interest equivalents, dividend equivalents or
other earnings or return on such amounts determined in
accordance with the Plan.



          
(f) 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.



          
(g) The term “Deferred Compensation
Committee” shall mean the committee comprised of the Group
Vice President, Corporate Human Resources and Labor Affairs, the
Group Vice President and Chief Financial Officer and the Vice
President and General Counsel or such other persons as may be
designated members of such Committee by the Compensation
Committee.



          
(h) 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.



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



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



          
(k) The term “LTI Plan” shall mean
the Ford Motor Company 1990 Long-Term Incentive Plan, as
amended, the Ford Motor Company 1998 Long-Term Incentive Plan,
as amended, or any








 




other long-term incentive plans subsequently
adopted by the Company that are substantially similar to such
plans.




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



          
(m) 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.



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



          
(o) 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.



          
(p) 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.



     
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, 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 of from 1% to 50%
of base salary in 1% increments, 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) Deferrals of Incentive
Compensation. 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 at
the time an








 




election is made to defer payment of an award
payable under the LTI Plan or other incentive compensation plan
are eligible to defer payment of from 1% to 100%, in 1%
increments, of such award net of applicable taxes, but not less
than $1,000 or the equivalent value determined at the time of
the deferral, provided that the Compensation Committee has
determined that deferrals may be made for such awards.
Notwithstanding the foregoing, the Compensation Committee may in
its sole discretion allow deferrals under this
paragraph (d) by persons that do not meet the eligibility
requirements described above.




          
(e) 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.



          
(f) Deferral of New Hire
Payments. 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 payment in cash
are eligible to defer payment from 1% to 100%, in 1% increments,
of such new hire payment 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 payment would otherwise be payable in the
absence of such deferral.



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



          
(h) 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.



          
(j) Payout in Ford Stock. Anything in
the Plan to the contrary notwithstanding, the Compensation
Committee may determine that certain awards otherwise payable in
Ford Stock under the LTI Plan that are deferred under the Plan
shall be distributed in whole shares of Ford Stock rather than
in cash if, at the time of the initial deferral of the award,
the participant elected (i) the Ford Stock Fund as the
option for measuring the value of the award and (ii) shares
of Ford Stock rather than cash as the form of payment. In
addition, the Committee may require, as a condition to such
deferral, that (x) the participant make the elections
described in (i) and (ii) above, (y) the value of
such deferral continue to be measured based on the Ford Stock
Fund with no redesignation of such deferral to other measurement
options under the Plan allowed and (z) the ultimate form of
payout may not be changed by the participant to cash.



     
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 prior to June 30 of the performance year
for which the compensation is determined.




          
(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.



          
(c) Incentive Compensation
Deferrals. Subject to the limitations set forth in
Section 4 hereof, the Compensation Committee shall
determine the required timing for participants to make elections
to defer payment of awards payable in cash or stock under the
LTI Plan or other incentive compensation plan.



          
(d) New Hire Payment Deferrals. A
participant’s decision to defer payment of a new hire
payment must be made no later than the day the payment would
otherwise be made.



          
(e) Mandatory Deferrals. The
Compensation Committee may mandatorily defer payment under the
Plan of a portion of certain annual incentive compensation
awards pursuant to the AIC Plan. The Compensation Committee may
determine the extent to which it may mandatorily defer payment
under the Plan of awards payable in cash or stock under the LTI
Plan or other incentive compensation plan.



          
(f) Deferred Compensation
Accounts. Amounts deferred pursuant to paragraphs (a),
(b), (c), (d) or (e) of Section 5, and deferral
amounts relating to any transfer to the Plan pursuant to
paragraph (h) 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, the participant shall elect (i) the year in which
distribution shall be made or distribution upon retirement and
(ii) the method of distribution desired with respect to any
such deferral election if the participant elected distribution
upon retirement, i.e., in a lump sum payment or in up to ten
annual installments.



          
(g) 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
Section 409A of the Internal Revenue Code of 1986, as
amended.



     
6. Investment Options; Methodology; No
Ownership Rights.



          
(a) General. Unless otherwise delegated
to the Deferred Compensation Committee, the Compensation
Committee has the sole discretion to determine the investment
options available as the measurement mechanism for deferrals and
redesignations under the Plan, 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.



          
(b) Investment Options. Unless
otherwise determined by the Compensation Committee, the
investment options available as the measurement mechanism for
deferrals and redesignations under the Plan shall be some or all
of those provided in the Company’s SSIP.



          
(c) 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.




          
(d) 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 on, or as soon thereafter as
practicable, (i) March 15 of the year selected by the
participant for distribution with respect to the particular
deferral if the participant is an active employee of the Company
on the distribution date, (ii) the








 




March 15 following death or termination for
reasons other than retirement, notwithstanding any prior
selection by the participant of a subsequent year for
distribution with respect to the particular deferral,
(iii) the March 15 following retirement if the
participant selected distribution upon retirement with respect
to the particular deferral and a lump sum distribution was
selected, or if the participant selected a particular year for
distribution with respect to the particular deferral but retired
prior to the year selected, or (iv) the March 15
following retirement with respect to the first annual
installment and continuing on the applicable number of
consecutive anniversaries of such date if no more than ten
annual installments were selected by the participant with
respect to the particular deferral. 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 following applicable
date or as soon thereafter as practicable: March 15 of the
year of distribution or the next preceding day for which
valuation information is available.




          
(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 the next applicable
deferral period.



     
(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 Section 409A of the Internal Revenue Code of 1986, as
amended.



     
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. 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. 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 and each member of the Deferred
Compensation 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 or a member of the Deferred Compensation
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.



     
19. Finality of
Determinations. 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.



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