FIRST MANISTIQUE CORPORATION

                STOCK COMPENSATION PLAN


                       ARTICLE 1
         ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1  Establishment of the Plan.  First Manistique
Corporation, a Michigan corporation (the "Company"),
hereby establishes a stock compensation plan to be
known as the "First Manistique Corporation Stock
Compensation Plan" (the "Plan"), as set forth in this
document.  The Plan permits the granting of stock
options, restricted stock, and other stock-based awards
to key employees of the Company and its subsidiaries.

     1.2  Purpose of the Plan.  The purpose of the Plan
is to promote the long-term success of the Company for
the benefit of the Company's shareholders, through
stock-based compensation, by aligning the personal
interests of the Company's key employees with those of
its shareholders.  The Plan is also designed to allow
key employees to participate in the Company's future,
as well as to enable the Company to attract, retain and
award such employees.  Compensation related to Awards
under the Plan is generally intended to qualify as
"performance-based compensation" under Section 162(m)
of the Internal Revenue Code of 1986, as amended
("Code").

     1.3  Term of Plan.  No Awards shall be granted
pursuant to the Plan on or after the tenth anniversary
of the Effective Date ("Termination Date"), provided
that Awards granted prior to the Termination Date may
extend beyond that date.

                       ARTICLE 2
                      DEFINITIONS

     For purposes of this Plan, the following terms
shall have the meanings set forth below:

     2.1  Award means any award under this Plan of any
Options, Restricted Stock, Performance Shares or Other
Stock-Based Award.

     2.2  Award Agreement means an agreement evidencing
the grant of an Award under this Plan.  Awards under
the Plan shall be evidenced by Award Agreements that
set forth the details, conditions and limitations for
each Award, as established by the Committee and shall
be subject to the terms and conditions of the Plan.

     2.3  Award Date means the date that an Award is
made, as specified in an Award Agreement.

     2.4  Board means the Board of Directors of the Company.

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     2.5  Change in Control is defined in Article 12.

     2.6  Code means the Internal Revenue Code of 1986,
as amended.

     2.7  Committee means the Committee, as specified
in Article 3, appointed by the Board to administer the
Plan, no members of which shall be eligible to receive
an Award pursuant to the Plan.

     2.8  Common Stock means the Common Stock, no par
value per share, of the Company.

     2.9  Disability means permanent and total
disability as determined under the rules and guidelines
established by the Committee for purposes of the Plan.

     2.10 Effective Date means January 15, 1997.

     2.11 Employee means a salaried employee (including
officers and directors who are also employees) of the
Company or a Subsidiary.

     2.12 Fair Market Value means, as long as the
Common Stock is not actively traded in any recognized
market, the average price per share at which shares of
Common Stock were bought and sold during the three (3)
preceding months in transactions known to management of
the Company involving 100 or more shares between
purchasers and sellers none of whom are directors or
officers of the Company or any Subsidiary.  If the
shares of Common Stock are actively traded in any
recognized market, the "Fair Market Value" as used in
the Plan shall mean the average of the last reported
sales price of Common Stock as of the close of business
for each of the last twenty (20) trading days ending
the day immediately preceding the day as of which "Fair
Market Value" is to be determined.

     2.13 Incentive Stock Option or ISO means an option
to purchase shares of Common Stock granted under
Article 6, which is designated as an Incentive Stock
Option and is intended to meet the requirements of
Section 422 of the Code.

     2.14 Non-Employee Director has the meaning set
forth in Rule 16b-3(b)(3)(i) or any successor
definition adopted by the Securities and Exchange
Commission.

     2.15 Nonqualified Stock Option or NQSO means an
option to purchase shares of Common Stock, granted
under Article 6, which is not an Incentive Stock
Option.

     2.16 Option means an Incentive Stock Option or a
Nonqualified Stock Option.

     2.17 Option Price means the price at which a share
of Common Stock may be purchased by a Participant
pursuant to an Option, as determined by the Committee.

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     2.18 Other Stock-Based Award means an Award under
Article 9 of this Plan that is valued in whole or in
part by reference to, or is payable in or otherwise
based on, Common Stock.

     2.19 Participant means an Employee of the Company
or a Subsidiary who holds an outstanding Award granted
under the Plan.

     2.20 Permitted Transferee means (i) the spouse, a
child, or a grandchild of a Participant (each an
"Immediate Family Member"), (ii) a trust for the
exclusive benefit of a Participant and/or one or more
Immediate Family Members, or (iii) a partnership or
limited liability company whose only partners or
members are a Participant and/or one or more Immediate
Family Members.

     2.21 Performance Shares means an Award granted
under Article 8 of this Plan evidencing the right to
receive Common Stock or cash of an equivalent value at
the end of a specified performance period and upon
achievement of specified performance goals or
objectives.

     2.22 Retirement (including Normal, Early and
Disability Retirement) means the termination of a
Participant's employment with the Company or a
Subsidiary with eligibility for normal, early or
disability retirement benefits under the terms of the
Company's profit sharing plan, as amended and in effect
at the time of such termination of employment.

     2.23 Restricted Stock means an Award granted to a
Participant under Article 7 of this Plan.

     2.24 Rule 16b-3 means Rule 16b-3 promulgated by
the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Act"), as amended
from time to time or any successor rule.

     2.25 Subsidiary means any corporation in which the
Company owns directly, or indirectly through
subsidiaries, at least fifty percent (50%) of the total
combined voting power of all classes of stock, or any
other entity (including, but not limited to,
partnerships and joint ventures) in which the Company
owns at least fifty percent (50%) of the combined
equity thereof.

     2.26 Termination of Employment means the
termination of a Participant's employment with the
Company or a Subsidiary.  A Participant employed by a
Subsidiary shall also be deemed to incur a Termination
of Employment if the Subsidiary ceases to be a
Subsidiary and the Participant does not immediately
thereafter become an Employee of the Company or another
Subsidiary.

<PAGE>
                       ARTICLE 3
                    ADMINISTRATION

     3.1  The Committee.  The Plan shall be
administered by a Committee designated by the Board
consisting of not less than three (3) directors who
shall be appointed from time to time by the Board, each
of whom shall qualify as a Non-Employee Director.
Initially, the Committee shall consist of all directors
of the Company who are Non- Employee Directors.

     3.2  Committee Authority.  Subject to the
Company's Articles of Incorporation, Bylaws and the
provisions of this Plan, the Committee shall have full
authority to grant Awards to key Employees of the
Company or a Subsidiary.  Awards may be granted singly,
in combination, or in tandem.  The authority of the
Committee shall include the following:

          (a)  To select the key Employees of the
     Company or a Subsidiary to whom Awards may be
     granted under the Plan;

          (b)  To determine whether and to what extent
     Options, Restricted Stock, Performance Shares and
     Other Stock-Based Awards, or any combination
     thereof are to be granted under the Plan;

          (c)  To determine the number of shares of
     Common Stock to be covered by each Award;

          (d)  To determine the terms and conditions of
     any Award Agreement, including, but not limited
     to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration
     thereof, or any forfeiture restrictions or waiver
     thereof, regarding any Award and the shares Common
     Stock relating thereto, based on such factors as
     the Committee shall determine in its sole
     discretion;

          (e)  To determine whether, to what extent and
     under what circumstances grants of Awards are to
     operate on a tandem basis and/or in conjunction
     with or apart from other cash compensation
     arrangement made by Company other than under the
     terms of this Plan;

          (f)  To determine under what circumstances an
     Award may be settled in cash, Common Stock, or a
     combination thereof; and

          (g)  To determine to what extent and under
     what circumstances shares of Common Stock and
     other amounts payable with respect to an Award
     shall be deferred.

     The Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines
and practices governing the Plan as it shall, from time
to time, deem advisable, to interpret the terms and
provisions of the Plan and any Award issued under the
Plan (including any Award Agreement) and to otherwise
supervise the administration of the Plan.  However, the
Committee shall take no action which will impair any
Award previously granted under the Plan or cause the
Plan or the Award not to meet the requirements of Rule
16b-3.  A majority of the Committee shall constitute a
quorum, and the acts of a majority of a quorum at any
meeting, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be

<PAGE>

the valid acts of the Committee.  The interpretation and
construction by the Committee of any provisions of the
Plan or any Award granted under the Plan shall be final
and binding upon the Company, the Board and
Participants, including their respective theirs,
executors and assigns.  No member of the Board or the
Committee shall be liable for any action or
determination made in good faith with respect to the
Plan or an Award granted hereunder.

                       ARTICLE 4
           COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 12.1,
the maximum aggregate number of shares of Common Stock
which may be issued under this Plan shall not exceed
200,000 shares, which may be either unauthorized and
unissued Common Stock or issued Common Stock reacquired
by the Company ("Plan Shares").  The number of Plan
Shares shall be reduced by any Shares of Common Stock
which are covered by, or issued pursuant to, options
granted under the First Manistique Corporation 1997
Directors' Stock Option Plan.  Determinations as to the
number of Plan Shares that remain available for
issuance under the Plan shall be made in accordance
with such rules and procedures as the Committee shall
determine from time to time, which shall be consistent
with the requirements of Rule 16b-3 and such
interpretations thereof.  If an Award expires
unexercised or is forfeited, cancelled, terminated or
settled in cash in lieu of Common Stock, the shares of
Common Stock that were theretofore subject (or
potentially subject) to such Award may again be made
subject to an Award Agreement; provided, however, that
any such shares subject to a forfeited or cancelled
Award shall not again be made subject to an Award
Agreement to any Participant who received, directly or
indirectly, any of the benefits of ownership of the
securities underlying such Award, excluding the right
to vote such shares.

                       ARTICLE 5
                      ELIGIBILITY

     The persons who shall be eligible to receive
Awards under the Plan shall be such key Employees as
the Committee shall select from time to time.  In
making such selections, the Committee shall consider
such factors as the Committee in its discretion shall
deem relevant.  Participants may hold more than one
Award, but only on the terms and subject to the
restrictions set forth in the Plan and their respective
Award Agreements.

                       ARTICLE 6
                     STOCK OPTIONS

     6.1  Options.  Options may be granted alone or in
addition to other Awards granted under this Plan.  Each
Option granted under this Plan shall be either an
Incentive Stock Option ("ISO") or a Nonqualified Stock
Option ("NQSO").

     6.2  Grants.  The Committee shall have the
authority to grant to any Participant one or more
Incentive Stock Options, Nonqualified Stock Options, or
both types of Options.  To the extent that any Option
does not qualify as an Incentive Stock Option (whether
because of its

<PAGE>

provisions or the time or manner of its
exercise or otherwise), such Option or the portion
thereof which does not qualify shall constitute a
separate Nonqualified Stock Option.

     6.3  Incentive Stock Options.  Anything in the
Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the
Participants affected, to disqualify any Incentive
Stock Option under such Section 422.  An Incentive
Stock Option shall not be granted to an individual who,
on the date of grant, owns stock possessing more than
ten percent (10%) of the total combined voting power of
all classes of stock of the Company.  The aggregate
Fair Market Value, determined on the Award Date of the
shares of Common Stock with respect to which one or
more Incentive Stock Options (or other incentive stock
options within the meaning of Section 422 of the Code,
under all other option plans of the Company) granted on
or after January 1, 1987, that are exercisable for the
first time by a Participant during any calendar year
shall not exceed the $100,000 limitation imposed by
Section 422(d) of the Code.

     6.4  Terms of Options.  Options granted under the
Plan shall be evidenced by Award Agreements in such
form as the Committee shall, from time to time approve,
which Agreement shall comply with and be subject to the
following terms and conditions:

          (a)  Option Price.  The Option Price per
     share of Common Stock purchasable under an Option
     shall be determined by the Committee at the time
     of grant but shall be not less than one hundred
     percent (100%) of the Fair Market Value of the
     Common Stock at the Award Date.

          (b)  Option Term.  The term of each Option
     shall be fixed by the Committee, but no Option
     shall be exercisable more than ten (10) years
     after the date the Option is granted.

          (c)  Exercisability.  Except as provided in
     Section 12.2, no Option shall be exercisable in
     either in whole or in part prior to the first
     anniversary of the Award Date.  Thereafter, an
     Option shall be exercisable at such time or times
     and subject to such terms and conditions as shall
     be determined by the Committee and set forth in
     the Award Agreement.  If the Committee provides
     that any Option is exercisable only in
     installments, the Committee may at any time waive
     such installment exercise provisions, in whole or
     in part, based on such factors as the Committee
     may determine.

          (d)  Method of Exercise.  Subject to whatever
     installment exercise and waiting period provisions
     apply under subsection (c) above, Options may be
     exercised in whole or in part at any time during
     the term of the Option, by giving written notice
     of exercise to the Company specifying the number
     of shares to be purchased.  Such notice shall be
     accompanied by payment in full of the purchase
     price in such form as the Committee may accept.
     Notwithstanding the foregoing, an Option shall not
     be exercisable with respect to less than 100
     shares of Common Stock unless the remaining shares
     covered by

<PAGE>

     an Option are fewer than 100 shares.
     If and to the extent determined by the Committee
     in its sole discretion at or after grant, payment
     in full or in part may also be made in the form of
     Common Stock owned for at least six months by the
     Participant (and for which the Participant has
     good title free and clear of any liens and
     encumbrances) or Restricted Stock, or by reduction
     in the number of shares issuable upon such
     exercise based, in each case, on the Fair Market
     Value of the Common Stock on the last trading date
     preceding payment as determined by the Committee
     (without regard to any forfeiture restrictions
     applicable to Restricted Stock).  No shares of
     stock shall be issued until payment has been made.
     A Participant shall generally have the rights to
     dividends or other rights of a shareholder with
     respect to shares subject to the Option when the
     optionee has given written notice of exercise, has
     paid for such shares as provided herein, and, if
     requested, has given the representation described
     in Section 13.1 of the Plan.  Notwithstanding the
     foregoing, if payment in full or in part has been
     made in the form of Restricted Stock, an
     equivalent number of shares of Common Stock issued
     on exercise of the Option shall be subject to the
     same restrictions and conditions, and during the
     remainder of the Restriction Period [as defined in
     Section 7.3(a)], applicable to the shares of
     Restricted Stock surrendered therefor.

          (e)  Nontransferability of Options.  No
     Option may be sold, transferred, pledged,
     assigned, or otherwise alienated or hypothecated,
     other than by will or by the laws of descent and
     distribution, provided, however, a Nonqualified
     Stock Option may be transferred, without
     consideration, to a Permitted Transferee if the
     Participant satisfies such conditions to the
     transfer as may be required by the Committee.  A
     Permitted Transferee shall succeed to all rights
     and benefits (except any right to further transfer
     of the Option) and be subject to all obligations
     and limitations applicable to the original
     Participant.  However, such rights and benefits
     (except any right to further transfer of the
     Option), and obligations and limitations shall be
     determined as if the original Participant
     continued to hold the Option, whereby provisions
     of this Plan dealing with termination of
     employment, retirement, disability or death of a
     Participant will continue to refer to the original
     Participant regardless of whether a Nonqualified
     Stock Option has been transferred to a Permitted
     Transferee.  The Company shall have no obligation
     to notify a Permitted Transferee of the
     termination of employment, retirement, disability,
     or death of a Participant.  Further, all Options
     shall be exercisable, during the Participant's
     lifetime, only by such Participant, or, in the
     case of a Nonqualified Stock Option, by a
     Participant or a Permitted Transferee, as the case
     may be.  The designation of a person entitled to
     exercise an Option after a person's death will not
     be deemed a transfer.

          (f)  Termination of Employment for Reasons
     other than Retirement, Disability, or Death.  Upon
     Termination of Employment for any reason other
     than Retirement or on account of Disability or
     death, each Option held by the Participant shall,
     to the extent rights to purchase shares under such
     Option have accrued at the date of such
     Termination of Employment and shall not have been
     fully exercised, be exercisable, in whole or in
     part, at any time within a period of three (3)
     months following Termination of Employment,
     subject, however, to prior expiration of the term
     of such Options and any other limitations on the
     exercise of such Options in effect at the date of
     exercise.

<PAGE>

          (g)  Termination of Employment for Retirement
     or Disability.  Upon Termination of Employment by
     reason of Retirement or Disability, each Option
     held by such Participant shall, to the extent
     rights to purchase shares under the Option have
     accrued at the date of such Retirement or
     Disability and shall not have been fully
     exercised, remain exercisable in whole or in part,
     for a period of three (3) years following such
     Termination of Employment, subject, however, to
     prior expiration according to its terms and other
     limitations imposed by the Plan.  If the
     Participant dies after such Retirement or
     Disability, the Participant's Options shall be
     exercisable in accordance with Section 6.4(h)
     below.

          (h)  Termination of Employment for Death.
     Upon Termination of Employment due to death, each
     Option held by such Participant shall, to the
     extent rights to purchase shares under the Options
     have accrued at the date of death and shall not
     have been fully exercised, be exercisable, in
     whole or in part, by the personal representative
     of the Participant's estate or by any person or
     persons who shall have acquired the Option
     directly from the Participant by bequest or
     inheritance only under the following circumstances
     and during the following periods:  (i) if the
     Participant dies while employed by the Company or
     a Subsidiary, at any time within three (3) years
     after his death, or (ii) if the Participant dies
     during the extended exercise period following
     Termination of Employment specified in Section
     6.4(g), at any time within the longer of such
     extended period or one (1) year after death,
     subject, however, in any case, to the prior
     expiration of the term of the Option and any other
     limitation on the exercise of such Option in
     effect at the date of exercise.

          (i)  Termination of Options.  Any Option that
     is not exercised within whichever of the exercise
     periods specified in Sections 6.4(f), (g) or (h)
     is applicable shall terminate upon expiration of
     such exercise period.

          (j)  Purchase and Settlement Provisions.  The
     Committee may at any time offer to purchase an
     Option previously granted, based on such terms and
     conditions as the Committee shall establish and
     communicate to the Participant at the time that
     such offer is made.

                       ARTICLE 7
                   RESTRICTED STOCK

     7.1  Awards of Restricted Stock.  Shares of
Restricted Stock may be issued either alone or in
addition to other Awards granted under the Plan.  The
Committee shall determine the eligible persons to whom,
and the time or times at which, grants of Restricted
Stock will be made, the number of shares to be awarded,
the price (if any) to be paid by the Participant, the
time or times within which such Awards may be subject
to forfeiture, the vesting schedule and rights to
acceleration thereof, and all other terms and
conditions of the Awards.  The Committee may condition
the grant of Restricted Stock upon the achievement of
specific business objectives, measurements of
individual or business unit or Company performances, or
such other

<PAGE>

factors as the Committee may determine.  The
provisions of Restricted Stock awards need not be the
same with respect to each Participant, and such Awards
to individual Participants need not be the same in
subsequent years.

     7.2  Awards and Certificates.  A prospective
Participant selected to receive a Restricted Stock
Award shall not have any rights with respect to such
Award, unless and until such Participant has executed
an Award Agreement evidencing the Award and has
delivered a fully executed copy thereof to the Company,
and has otherwise complied with the applicable terms
and conditions of such Award.  Further, such Award
shall be subject to the following conditions:

          (a)  Acceptance.  Awards of Restricted Stock
     must be accepted within a period of 20 days (or
     such shorter period as the Committee may specify
     at grant) after the Award Date, by executing an
     Award Agreement and by paying whatever price (if
     any) the Committee has designated for such shares
     of Restricted Stock.

          (b)  Legend.  Each Participant receiving a
     Restricted Stock Award shall be issued a stock
     certificate in respect of such shares of
     Restricted Stock.  Such certificate shall be
     registered in the name of such Participant, and
     shall bear an appropriate legend referring to the
     terms, conditions, and restrictions applicable to
     such Award, substantially in the following form:

               "The transferability of this certificate
          and the shares of stock represented hereby
          are subject to the terms and conditions
          (including forfeiture) of the First
          Manistique Corporation Stock Compensation
          Plan and related Award Agreement entered into
          between the registered owner and the Company,
          dated _______. Copies of such Plan and
          Agreement are on file in the offices of the
          Company, 130 South Cedar, Manistique,
          Michigan 49854."

          (c)  Custody.  The Committee may require that
     the stock certificates evidencing such shares be
     held in custody by the Company until the
     restrictions thereon shall have lapsed, and that,
     as a condition of any award of Restricted Stock,
     the Participant shall have delivered a duly signed
     stock power, endorsed in blank, relating to the
     Common Stock covered by such Award.

     7.3  Restrictions and Conditions.  The shares of
Restricted Stock awarded pursuant to this Plan shall be
subject to the following restrictions and conditions:

          (a)  Restriction Period.  Subject to the
     provisions of this Plan and the Award Agreement,
     during a period set by the Committee (the
     "Restriction Period"), the Participant shall not
     be permitted to sell, transfer, pledge, or assign
     shares of Restricted Stock awarded under this
     Plan.  Subject to these limits, the Committee, in
     its sole discretion, may provide for the lapse of
     such restrictions in installments and may
     accelerate or waive such restrictions in whole or
     in part, based on service, performance and/or such
     other factors or criteria as the Committee may
     determine.

<PAGE>

          (b)  Rights as Shareholder.  Except as
     provided in this subsection (b) and subsection (a)
     above, the Participant shall have, with respect to
     the shares of Restricted Stock, all of the rights
     of a holder of shares of Common Stock of the
     Company including the right to receive any
     dividends.  The Committee, in its sole discretion,
     as determined at the time of Award, may permit or
     require the payment of dividends to be deferred.
     If any dividends or other distributions are paid
     in shares of Common Stock, such shares shall be
     subject to the same restrictions on
     transferability and forfeitability as the shares
     of Restricted Stock with respect to which they
     were paid.

          (c)  Termination of Employment.  Subject to
     the applicable provisions of the Award Agreement
     and this Article 7, upon Termination of Employment
     for any reason during the Restriction Period, all
     Restricted Shares still subject to restriction
     will vest or be forfeited in accordance with the
     terms and conditions established by the Committee
     as specified in the Award Agreement.

          (d)  Lapse of Restrictions.  If and when the
     Restriction Period expires without a prior
     forfeiture of the Restricted Stock, the
     certificates for such shares shall be delivered to
     the Participant.

                       ARTICLE 8
                  PERFORMANCE SHARES

     8.1  Award of Performance Shares.  Performance
Shares may be awarded either alone or in addition to
other Awards granted under this Plan.  The Committee
shall determine the eligible persons to whom and the
time or times at which Performance Shares shall be
awarded, the number of Performance Shares to be awarded
to any person, the duration of the period (the
"Performance Period") during which, and the conditions
under which, receipt of the Performance Shares will be
deferred, and the other terms and conditions of the
Award in addition to those set forth in Section 8.2, as
specified in the Award Agreement.  The Committee may
condition the grant of Performance Shares upon the
achievement of specific business objectives,
measurements of individual or business unit or Company
performance, or such other factors or criteria as the
Committee shall determine.  The provisions of the award
of Performance Shares need not be the same with respect
to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

     8.2  Terms and Conditions.  Performance Shares
awarded pursuant to this Article 8 shall be subject to
the following terms and conditions:

          (a)  Nontransferability.  Subject to the
     provisions of this Plan and the related Award
     Agreement, Performance Shares may not be sold,
     assigned, transferred, pledged or otherwise
     encumbered during the Performance Period.  At the
     expiration of the Performance Period, share
     certificates or cash of an equivalent value (as
     the Committee may determine in its sole
     discretion) shall be delivered to the Participant,
     or his legal representative, in a number equal to
     the shares covered by the Award Agreement.

<PAGE>

          (b)  Dividends.  Unless otherwise determined
     by the Committee at the time of Award, amounts
     equal to any cash dividends declared during the
     Performance Period with respect to the number of
     shares of Common Stock covered by a Performance
     Share Award will not be paid to the Participant.

          (c)  Termination of Employment.  Subject to
     the provisions of the Award Agreement and this
     Article 8, upon Termination of Employment for any
     reason during the Performance Period for a given
     Award, the Performance Shares in question will
     vest or be forfeited in accordance with the terms
     and conditions established by the Committee at or
     after grant.

          (d)  Accelerated Vesting.  Based on service,
     performance and/or such other factors or criteria
     as the Committee may determine and set forth in
     the Award Agreement, the Committee may, at or
     after grant, accelerate the vesting of all or any
     part of any award of Performance Shares and/or
     waive the deferral limitations for all or any part
     of such Award.

                       ARTICLE 9
               OTHER STOCK-BASED AWARDS

     9.1  Other Awards.  Other Awards of Common Stock
and other Awards that are valued in whole or in part by
reference to, or are payable in or otherwise based on,
Common Stock ("Other Stock-Based Awards"), may be
granted either alone or in addition to or in tandem
with Options, Restricted Stock or Performance Shares.
Subject to the provisions of this Plan, the Committee
shall have authority to determine the persons to whom
and the time or times at which such Awards shall be
made, the number of shares of Common Stock to be
awarded pursuant to such awards, and all other
conditions of the Awards.  The Committee may also
provide for the grant of Common Stock under such Awards
upon the completion of a specified performance period.
The provisions of Other Stock-Based Awards need not be
the same with respect to each Participant and such
Awards to individual Participants need not be the same
in subsequent years.

     9.2  Terms and Conditions.  Other Stock-Based
Awards made pursuant to this Article 9 shall be set
forth in an Award Agreement and shall be subject to the
following terms and conditions:

          (a)  Nontransferability.  Subject to the
     provisions of this Plan and the Award Agreement,
     shares of Common Stock subject to Awards made
     under this Article 9 may not be sold, assigned,
     transferred, pledged, or otherwise encumbered
     prior to the date on which the shares are issued,
     or, if later, the date on which any applicable
     restriction, performance or deferral period
     lapses.

          (b) Dividends. Unless otherwise determined by
     the Committee at the time of Award, subject to the
     provisions of this Plan and the Award Agreement,
     the recipient of an Award under this Article 9
     shall be entitled to receive, currently or on a
     deferred stock

<PAGE>

     basis, dividends or other
     distributions with respect to the number of shares
     of Common Stock covered by the Award.

          (c)  Vesting.  Any Award under this Article 9
     and any Common Stock covered by any such Award
     shall vest or be forfeited to the extent so
     provided in the Award Agreement, as determined by
     the Committee, in its sole discretion.

          (d)  Waiver of Limitation.  In the event of
     the Participant's Retirement, Disability or death,
     or in cases of special circumstances, the
     Committee may, in its sole discretion, waive in
     whole or in part any or all of the limitations
     imposed hereunder (if any) with respect to any or
     all of an Award under this Article 9.

          (e)  Price.  Common Stock issued or sold
     under this Article 9 may be issued or sold for no
     cash consideration or such consideration as the
     Committee shall determine and specify in the Award
     Agreement.

                      ARTICLE 10
         TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend, discontinue or
terminate this Plan or any part thereof (including any
amendment deemed necessary to ensure that the Company
may comply with any applicable regulatory requirement);
provided, however, that, unless otherwise required by
law, the rights of a Participant with respect to Awards
granted prior to such amendment, discontinuance or
termination, may not be impaired without the consent of
such Participant and, provided further, without the
approval of the Company's shareholders, no amendment
may be made which would (i) increase the aggregate
number of shares of Common Stock that may be issued
under this Plan (except by operation of Section 12.1);
(ii) change the definition of Employees eligible to
receive Awards under this Plan; (iii) decrease the
option price of any Option to less than one hundred
percent (100%) of the Fair Market Value on the date of
grant for an Option; (iv) extend the maximum option
period under Section 6.4(b) of the Plan; or (v) cause
the Plan not to comply with either Rule 16b-3, or any
successor rule under the Act, or Section 162(m) of the
Code.  The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively,
but, subject to Section 12.2, no such amendment or
other action by the Committee shall impair the rights
of any Participant without the Participant's consent.
Awards may not be granted under the Plan after the
Termination Date, but Awards granted prior to such date
shall remain in effect or become exercisable pursuant
to their respective terms and the terms of this Plan.

                      ARTICLE 11
                     UNFUNDED PLAN

     This Plan is intended to constitute an "unfunded"
plan for incentive and deferred compensation.  With
respect to any payment not yet made to a Participant by
the Company, nothing contained herein shall give any
such Participant any rights that are greater than those
of a general creditor of the Company.

<PAGE>

                      ARTICLE 12
                 ADJUSTMENT PROVISIONS

     12.1 Antidilution.  Subject to the provisions of
this Article 12, if the outstanding shares of Common
Stock are increased, decreased, or exchanged for a
different number or kind of shares or other securities,
or if additional shares or new or different shares or
other securities are distributed with respect to such
shares of Common Stock or other securities, through
merger, consolidation, sale of all or substantially all
of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other distribution
with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment
may be made in (i) the maximum number and kind of
shares provided in Article 4 of the Plan, (ii) the
number and kind of shares or other securities subject
to the then outstanding Awards, and (iii) the price for
each share or other unit of any other securities
subject to the then outstanding Awards.

     12.2 Change in Control.  Notwithstanding Section 12.1,
upon the occurrence of a Change in Control, all Awards
then outstanding under the Plan will be fully vested
and exercisable and all restrictions will immediately
cease, unless, in the case of a transaction described
in clause (iii) or (iv) in the following definition of
Change in Control, provisions are made in connection
with such transaction for the continuance of the Plan
and the assumption of or the substitution for such
Awards of new Awards covering the stock of a successor
employer corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number
and kind of shares and prices.  As used in this Plan,
"Change in Control" shall mean a change in control of
the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Act; provided
that, for purposes of this Plan, a Change in Control
shall be deemed to have occurred if: (i) any Person
(other than the Company) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company
which represent 20% or more of the combined voting
power of the Company's then outstanding securities;
(ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period
constitute the Board cease for any reason to constitute
at least a majority thereof, unless the election, or
the nomination for election, by the Company's
stockholders, of each new director is approved by a
vote of at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of
the period but excluding any individual whose initial
assumption of office occurs as a result of either an
actual or threatened election contest (as such term is
used in Rule 14a-11 of Regulation 14A promulgated under
the Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other
than the Board; (iii) there is consummated any
consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation
or pursuant to which shares of Common Stock are
converted into cash, securities or other property,
other than a merger of the Company in which the holders
of Common Stock immediately prior to the merger have
the same proportionate ownership of common stock of the
surviving corporation immediately after the merger;
(iv) there is consummated any consolidation or merger
of the Company in which the Company is the continuing
or surviving corporation in which the holders of Common
Stock immediately prior to the merger do not own at
least fifty percent (50%), or

<PAGE>

such greater percentage
as shall be set in any agreement with any Participant,
or more of the stock of the surviving corporation
immediately after the merger; (v) there is consummated
any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of
all, or substantially all, of the assets of the
Company; or (vi) the stockholders of the Company
approve any plan or proposal for the liquidation or
dissolution of the Company.

     12.3 Adjustments by Committee.  Any adjustments
pursuant to this Article 12 will be made by the
Committee, whose determination as to what adjustments
will be made and the extent thereof will be final,
binding, and onclusive.  No fractional interest will be
issued under the Plan on account of any such
adjustments.  Only cash payments will be made in lieu
of fractional shares.

                      ARTICLE 13
                  GENERAL PROVISIONS

     13.1 Legend.  The Committee may require each
person purchasing shares pursuant to an Award under the
Plan to represent to and agree with the Company in
writing that the Participant is acquiring the shares
without a view to distribution thereof.  In addition to
any legend required by this Plan, the certificates for
such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on
transfer.

     All certificates for shares of Common Stock
delivered under the Plan shall be subject to such stock
transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is
then listed, any applicable Federal or state securities
law, and any applicable corporate law, and the
Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to
such restrictions.

     13.2 No Right to Employment.  Neither this Plan
nor the grant of any Award hereunder shall give any
Participant or other Employee any right with respect to
continuance of employment by the Company or any
Subsidiary, nor shall there be a limitation in any way
on the right of the Company or any Subsidiary by which
an Employee is employed to terminate his or her
employment at any time.

     13.3 Withholding of Taxes.  The Company shall have
the right to deduct from any payment to be made
pursuant to this Plan, or to otherwise require, prior
to the issuance or delivery of any shares of Common
Stock or the payment of any cash hereunder, payment by
the Participant of, any Federal, state or local taxes
required by law to be withheld.  Unless otherwise
prohibited by the Committee, each Participant may
satisfy any such withholding tax obligation by any of
the following means or by a combination of such means:
(a) tendering a cash payment; (b) authorizing the
Company to withhold from the shares otherwise issuable
to the Participant a number of shares having a Fair
Market Value as of the "Tax Date", less than or equal
to the amount of the withholding tax obligation; or (c)
delivering to the Company unencumbered shares owned by
the Participant having a Fair Market Value, as of the
Tax Date,

<PAGE>

less than or equal to the amount of the
withholding tax obligation.  The "Tax Date" shall be
the date that the amount of tax to be withheld is
determined.

     13.4 No Assignment of Benefits.  No Option, Award
or other benefit payable under this Plan shall, except
as otherwise specifically provided in this Plan or as
otherwise specifically provided by law, be subject in
any manner to anticipation, alienation, attachment,
sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate,
attach, sell, transfer, assign, pledge, encumber or
charge, any such benefits shall be void, and any such
benefit shall not in any manner be liable for or
subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be
entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person.

     13.5 Governing Law.  This Plan and actions taken
in connection herewith shall be governed and construed
in accordance with the laws and in the courts of the
state of Michigan.

     13.6 Application of Funds.  The proceeds received
by the Company from the sale of shares of Common Stock
pursuant to Awards granted under this Plan will be used
for general corporate purposes.

     13.7 Rights as a Shareholder.  Except as otherwise
provided in an Award Agreement, a Participant shall
have no rights as a shareholder of the Company until he
or she becomes the holder of record of Common Stock.

     13.8 Cancellation of Prior Plans.  Upon approval
of this Plan by the Board, all prior restricted stock
plans and all prior employee stock option plans shall
be cancelled, terminated, and of no further force or
effect, except insofar as any such prior plan relates
to restricted stock awards or options outstanding
immediately prior to approval of this Plan.

                      ARTICLE 14
                 SHAREHOLDER APPROVAL

     The Plan shall be effective on the Effective Date
and shall be submitted for approval by the shareholders
of the Company at the Annual Meeting of Shareholders in
1997.  If the shareholders do not approve the Plan, it,
and any action taken under the Plan, shall be void and
of no effect.