<PAGE>


                              DONNELLY CORPORATION
          UNFUNDED DEFERRED DIRECTOR FEE PLAN, AS AMENDED AND RESTATED
                           EFFECTIVE DECEMBER 8, 2000


     1. On or before the last day of any quarter, any director may elect to
defer receipt of all or a specified amount or percentage of the director's fees
to be earned in succeeding quarters. Any election will continue from quarter to
quarter until modified by a later election which will be effective with respect
to the calendar quarters beginning after the election.

     2. The Company will maintain a separate account for each director to which
deferred fees will be credited as earned. On the last day of each fiscal
quarter, the Company will also credit to each such account interest on the
average balance in that quarter at the rate equal to the prime rate on the last
day of that quarter.

     3. The plan will be unfunded.

     4. Amounts deferred under the Plan, together with accumulated interest,
will be distributed to the director in 10 annual installments, the first of
which will be payable on the first day of the year following the director's
retirement or termination from the board of Directors. The amount of each
installment will be the balance of the director's account at that date divided
by the number of unpaid installments. The balance of the former director's
account will continue to be credited with interest as provided above.

     5. A director may elect to modify the installment payment arrangement of
paragraph 4 by filing with the Company an irrevocable written election to have
the amount in the director's account paid in a single lump sum payment or in
annual or quarterly installments over a fixed period of 10 years or less. In
either case, the first installment or the lump sum distribution will be payable
on the first day of the year following the year in which the director's service
on the board of directors terminates. Any such election must be filed with the
Company at least 24 months prior to the date on which the first installment
would have been payable under paragraph 4 and the Company will make payments to
the former director in accordance with the election.

     6. Upon the death of a director or former director prior to the year in
which the deferred amounts are payable, the balance of the director's account
will be paid to the director's beneficiary in accordance with the form of
payment elected by the director in a written election filed with the Company
prior to death. These elections may be filed along with the designation of the
beneficiaries and the payments will be made in accordance with the last election
filed by the director prior to death. If a director fails to file an election
concerning payment upon death, then payment will be made to the beneficiary in
ten annual installments, the first of which will be payable on the first day

<PAGE>


of the year following the death of the director. If a former director dies after
installment payments have begun under paragraphs 4 or 5, the balance of the
installment payments will be made to the director's beneficiary in accordance
with the method of payment elected by the director.

     7. Each director may designate a beneficiary or beneficiaries, including
contingent or successor beneficiaries, to receive the balance in the director's
account after the director's death. A beneficiary designation must be in writing
and must be filed with the Company during the director's lifetime. Each
beneficiary designation filed by a director will cancel all designations
previously filed. If a director fails to designate a beneficiary or all
beneficiaries die before the director, the Company will pay the death benefits
to the director's spouse if surviving and, if not, to the director's estate.

     8. A director may elect to withdraw from the account while remaining on the
board of directors as follows:

          (a)  A director may elect to withdraw all or any part of the account
               at any time or times after attaining age 72 by filing an election
               with the Company at least 24 months prior to the date of the
               first such withdrawal; and

          (b)  A director may withdraw the amount of the quarterly interest to
               be credited to the account at the end of any quarter by filing a
               written election with the Company at least 24 months in advance
               of the date of withdrawal. Any election to withdraw future
               interest credits must specify the future quarter or quarters to
               which election will apply.

     9. The board of directors will appoint a committee to oversee the
administration of this Plan. The committee will have the authority to accelerate
the payment of any installments to any former director or beneficiary whenever
application for acceleration of the payments is made by the former director or
beneficiary. The committee will have complete discretion in determining whether
to accelerate payments.

     10. The board of directors may elect to pay any amount standing to the
credit of a director in a single payment if the director ceases to be a director
of the Company and becomes employed by, a director of, or otherwise affiliated
with any business that is in competition with the Company.