SPX CORP
SPX CORPORATION 2002 STOCK COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>dex102.txt
<DESCRIPTION>SPX CORPORATION 2002 STOCK COMPENSATION PLAN
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                                                                    Exhibit 10.2

                                 SPX CORPORATION
                          2002 STOCK COMPENSATION PLAN

SECTION 1.    ESTABLISHMENT, PURPOSES AND EFFECTIVE DATE OF PLAN

         1.1. Establishment. SPX Corporation, a Delaware corporation, has
previously established the SPX Corporation 1992 Stock Compensation Plan (the
"Plan") to provide for the award of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock and Performance Units to
eligible individuals. Since its establishment, the Plan has been amended from
time to time.

         1.2. Purpose. The purpose of the Plan is to advance the interests of
the Company and its Subsidiaries and divisions by (a) encouraging and providing
for the acquisition of equity interests in the Company by Key Employees, thereby
increasing the stake in the future growth and prosperity of the Company, and
furthering Key Employees' identity of interest with those of the Company's
shareholders, and (b) enabling the Company to compete with other organizations
in attracting, retaining, promoting and rewarding the services of Key Employees.

         1.3. Effective Date and Name Change. The following provisions
constitute an amendment and restatement of the Plan, effective as of January 1,
2002 (the "Effective Date"), which on and after such date shall be known as the
"SPX Corporation 2002 Stock Option Plan."

SECTION 2.    DEFINITIONS.

2.1.     Definitions. Whenever used herein, the following terms shall have their
respective meanings set forth below:

         (a)  "Board" means the Board of Directors of the Company.

         (b)  "Code" means the Internal Revenue Code of 1986, as amended.

         (c)  "Committee" means the Compensation Committee of the Board, which
shall consist of not less than three persons appointed by the Board from among
those Board members who are not employees of the Company or any of its
subsidiaries or divisions. The Committee shall administer the Plan pursuant to
the provisions of Section 4.

         (d)  "Common Stock" means the Common Stock, par value $10.00, of the
Company or such other class of shares or other securities as may be applicable
pursuant to the provisions of Subsection 5.3.

         (e)  "Company" means SPX Corporation, a Delaware corporation.

         (f)  "Fair Market Value" means, as to any date, the fair market value
of Common Stock determined by such methods or procedures as shall be established
from time to time by the Committee or, if not otherwise determined, fair market
value means the closing price of a share

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of Common Stock as reported in the "NYSE-Composite Transactions" section of the
Midwest Edition of The Wall Street Journal for such date (or, if no prices are
quoted for such date, on the next preceding date on which such prices of Common
Stock are so quoted).

         (g)  "Key Employee" means an employee of the Company or of a
Subsidiary, including an officer or director, who, in the opinion of the
Committee, can contribute significantly to the growth and profitability of the
Company or a Subsidiary. Key Employees also may include those employees
identified by the Committee to be in situations of extraordinary performance,
promotion, retention or recruitment. The awarding of a grant under this Plan to
an employee by the Committee shall be deemed a determination by the Committee
that such employee is a Key Employee.

         (h)  "Mature Common Stock" means Common Stock that has been acquired by
the holder thereof on the open market or that has been acquired pursuant to this
Plan or another employee benefit arrangement of the Company and held for at
least six months.

         (i)  "Options" means the right to purchase stock at a stated price for
a specified period of time. For purposes of the Plan an Option may be either (a)
an "incentive stock option" within the meaning of Code Section 422, or (b) a
"nonqualified stock option" which is intended not to fall under the provisions
of Code Section 422.

         (j)  "Option Price" means the price at which each share of Common Stock
subject to an Option may be purchased, determined in accordance with Subsection
7.3.

         (k)  "Participant" means any individual designated by the Committee to
participate in this Plan pursuant to Subsection 3.1.

         (l)  "Period of Restriction" means the period during which the transfer
of shares of Restricted Stock is restricted pursuant to Section 9.

         (m)  "Restricted Stock" means the Common Stock granted to a Participant
pursuant to Section 9.

         (n)  "Stock Appreciation Right" means the right to receive a cash
payment from the Company equal to the excess of the Fair Market Value of a share
of Common Stock at the date of exercise of the Right over a specified price
fixed by the Committee at grant (exercise price), which shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date of grant.
In the case of a Stock Appreciation Right which is granted in conjunction with
an Option, the specified price shall be the Option Price.

         (o)  "Subsidiary" means a corporation at least 50% or more of the
voting power of which is owned, directly or indirectly, by the Company.

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         2.2. Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

SECTION 3.    ELIGIBILITY AND PARTICIPATION

         Participants in the Plan shall be selected by the Committee from among
those employees of the Company who are considered Key Employees.

SECTION 4.    ADMINISTRATION

         4.1. Administration. The Plan shall be administered by a Committee to
be known as the "Compensation Committee," which shall consist of not less than
three directors of the Company designated by the Board; provided, however, that
no director who is an employee of the Company, a Subsidiary or a division shall
be appointed to the Committee. For purposes of any award granted under the Plan
by the Committee that is intended to be exempt from the restrictions of Section
16(b) of the Securities Exchange Act of 1934 (the "Act"), the Committee shall
consist only of directors who qualify as "non-employee directors," as defined in
Rule 16b-3 under the Act. For purposes of any award granted under the Plan by
the Committee that is intended to qualify for the performance-based compensation
exemption to the $1 million deductibility limit under Code Section 162(m), the
Committee shall consist only of directors who qualify as "outside directors," as
defined in Code Section 162(m) and the related regulations. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business, and the vote of the majority of those members present at any meeting
shall decide any question brought before that meeting. In addition, the
Committee may take any action otherwise proper under the Plan by the unanimous
written consent of its members.

         The Committee may establish such rules and regulations, not
inconsistent with the provisions of the Plan, as it deems necessary to determine
eligibility to participate in the Plan and for the proper administration of the
Plan, and may amend or revoke any rule or regulation so established. The
Committee may make such determinations and interpretations under or in
connection with the Plan as it deems necessary or advisable. All such rules,
regulations, determinations and interpretations shall be binding and conclusive
upon the Company, its Subsidiaries and divisions, its stockholders and all
employees, and upon their respective legal representatives, beneficiaries,
successors and assigns, and upon all other persons claiming under or through any
of them.

SECTION 5.    STOCK SUBJECT TO PLAN

         5.1. Number. The total number of shares of Common Stock of the Company
subject to issuance under the Plan, and subject to adjustment upon occurrence of
any of the events indicated in Subsection 5.3, may not exceed 10,000,000. Of
this total number, up to 200,000 shares of Common Stock may be granted to
Participants in the form of Restricted Stock. The shares to be delivered under
the Plan may consist, in whole or in part, of authorized but unissued stock or
treasury stock not reserved for any other purpose. The maximum aggregate number
of shares of Common Stock (including Options, Restricted Stock, Stock
Appreciation Rights and

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Performance Units to be paid out in shares of Common Stock) that may be granted
or that may vest with respect to awards granted in any one fiscal year to a
Participant shall be 2,000,000, subject to adjustment upon the occurrence of any
of the events indicated in Subsection 5.3.

         5.2. Unused Stock. In the event any shares of Common Stock that are
subject to an Option which, for any reason, expires, terminates or is canceled
as to such shares, or any shares of Common Stock subject to a Restricted Stock
award made under the Plan are reacquired by the Company pursuant to the Plan, or
any Stock Appreciation Right expires unexercised, such shares and rights again
shall become available for issuance under the Plan. Any shares of Common Stock
withheld or tendered to pay withholding taxes pursuant to Subsection 15.2 or
withheld or tendered in full or partial payment of the exercise price of an
Option pursuant to Subsection 7.6 shall again become available for issuance
under the Plan. The shares that become available for new awards under this
Section 5.2 shall include shares with respect to awards that were issued prior
to the Effective Date, to the extent that such awards expire, terminate, are
cancelled or are otherwise settled without the issuance of shares of Common
Stock after the Effective Date.

         5.3. Adjustment in Capitalization. In the event of any change in the
outstanding shares of Common Stock that occurs after ratification of the Plan by
the shareholders of the Company by reason of a Common Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares, or
other similar corporate change, the aggregate number of shares of Common Stock
subject to each outstanding Option, and its stated Option Price, shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive; provided, however, that fractional shares shall be rounded to the
nearest whole share. In such event, the Committee also shall have discretion to
make appropriate adjustments in the number and type of shares subject to
Restricted Stock grants then outstanding under the Plan pursuant to the terms of
such grants or otherwise. The Committee also shall make appropriate adjustments
in the number of outstanding Stock Appreciation Rights and Performance Units and
the related grant values.

SECTION 6.    DURATION OF PLAN

         The Plan shall remain in effect, subject to the Board's right to
earlier terminate the Plan pursuant to Section 14 hereof, until all Common Stock
subject to it shall have been purchased or acquired pursuant to the provisions
hereof. However, no Option, Stock Appreciation Right, Restricted Stock or
Performance Unit may be granted under the Plan on or after January 1, 2012,
which is the tenth anniversary of the Plan's Effective Date.

SECTION 7.    STOCK OPTIONS

         7.1. Grant of Options. Subject to the provisions of Sections 5 and 6,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Options granted to each Participant. The
Committee also shall determine whether an Option is an incentive stock option
within the meaning of Code Section 422, or a nonqualified stock option. However,
in no event shall the Fair Market Value (determined at the date of grant) of
Common Stock for which incentive stock options become exercisable for the first
time in any

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calendar year exceed $100,000, computed in accordance with Code Section
422(b)(7). In addition, no incentive stock option shall be granted to any person
who owns, directly or indirectly, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company. Nothing in this
Section 7 shall be deemed to prevent the grant of nonqualified stock options in
excess of the maximum established by Code Section 422.

         7.2. Option Agreement. Each Option shall be evidenced by an Option
Agreement that shall specify the type of Option granted, the Option Price, the
duration of the Option, the number of shares of Common Stock to which the Option
pertains, and such other provisions as the Committee shall determine. The Option
Agreement shall specify whether the Option is intended to be an incentive stock
option within the meaning of Code Section 422, or a nonqualified stock option
which is intended not to fall under the provisions of Code Section 422. To the
extent that an Option designated as an incentive stock option does not meet the
requirements of Code Section 422, it will be treated as a nonqualified stock
option under the Plan.

         7.3. Option Price. The Option Price shall be determined by the
Committee. However, no Option granted pursuant to the Plan shall have an Option
Price that is less than the Fair Market Value of the Common Stock on the date
the Option is granted.

         7.4. Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time it is granted, provided, however, that no
Option shall be exercisable later than the tenth anniversary of its grant date.

         7.5. Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Participants.

         7.6. Method of Exercise and Payment of Option Price. Options shall be
exercised pursuant to the methods and procedures as shall be established from
time to time by the Committee. The Committee shall determine the acceptable form
or forms and timing of payment of the Option Price. Acceptable forms of paying
the Option Price upon exercise of any Option shall include, but not be limited
to, (a) cash or its equivalent, (b) tendering shares of previously acquired
Mature Common Stock having a Fair Market Value at the time of exercise equal to
the total Option Price, (c) directing the Company to withhold shares of Common
Stock, which may include attesting to the ownership of the equivalent number of
shares of previously-acquired Mature Common Stock having a Fair Market Value at
the time of exercise equal to the total Option Price, (d) other approved
property or (e) by a combination of (a), (b), (c) and/or (d). The proceeds from
such a payment shall be added to the general funds of the Company and shall be
used for general corporate purposes. As soon as practicable, after Option
exercise and payment, the Company shall deliver to the Participant Common Stock
certificates in an appropriate amount based upon the number of Options
exercised, issued in the Participant's name.

         7.7. Restrictions on Common Stock Transferability. The Committee shall
impose such restrictions on any shares of Common Stock acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities law, under
the requirements of any stock exchange upon which such

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shares of Common Stock are then listed and under any blue sky or state
securities laws applicable to such shares.

         7.8.  Termination of Employment Due to Death, Disability or Retirement.
In the event the employment of a Participant is terminated by reason of death,
any outstanding Options shall become immediately fully vested and exercisable
within such period following the Participant's death as shall be determined by
the Committee, but in no event beyond the expiration of the term of the Option,
by such person or person as shall have acquired the Participant's rights under
the Option by will or by the laws of descent and distribution. In the event the
employment of a Participant is terminated by reason of retirement or disability
(as such terms are defined under the applicable rules of the Company), any
outstanding Options shall become immediately fully vested and exercisable within
such period after such date of termination of employment as shall be determined
by the Committee, but in no event beyond the expiration of the term of the
Option.

         7.9.  Termination of Employment Other Than for Death, Disability or
Retirement. If the employment of the Participant terminates for any reason other
than death, disability or retirement, the Participant shall have the right to
exercise the Option within such period after the date of his termination as
shall be determined by the Committee, but in no event beyond the expiration of
the term of the Option and only to the extent that the Participant was entitled
to exercise the Option at the date of his termination of employment. Regardless
of the reasons for termination of employment, incentive stock options must be
exercised within the Code Section 422 prescribed time period in order to receive
the favorable tax treatment applicable thereto.

         7.10. Nontransferability of Options. Except as provided in this
Subsection 7.10, no Option granted under the Plan may be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution, and all Options granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant. Under such rules and procedures as the Committee may establish, the
holder of an Option may transfer such Option to members of the holder's
immediate family (i.e., children, grandchildren and spouse) or to one or more
trusts for the benefit of such family members or to partnerships in which such
family members are the only partners, provided that (i) the agreement, if any,
with respect to such Option, expressly so permits or is amended to so permit,
(ii) the holder does not receive any consideration for such transfer, and (iii)
the holder provides such documentation or information concerning any such
transfer or transferee as the Committee may reasonably request. Any Options held
by any transferees shall be subject to the same terms and conditions that
applied immediately prior to their transfer. The Committee may also amend the
agreements applicable to any outstanding Options to permit such transfers. Any
Option not granted pursuant to any agreement expressly permitting its transfer
or amended expressly to permit its transfer shall not be transferable. Such
transfer rights shall in no event apply to any incentive stock option.

         7.11. Non-Qualified Replacement Options. The Committee may grant to any
Key Employee a replacement Option to purchase additional shares of Common Stock
equal to the number of shares delivered by the Key Employee and/or withheld by
the Company in satisfaction of the exercise price and/or tax withholding
obligations with respect to an Option.

<PAGE>

The terms of a replacement Option shall be identical to the terms of the
exercised Option, except that the exercise price of each share under the Option
shall be not less than the Fair Market Value of a share of Common Stock on the
grant date of the replacement Option. At the discretion of the Committee, the
Option Agreement for any Option under the Plan (including any previously granted
and outstanding nonqualified stock option, where the applicable Option Agreement
is appropriately amended) may provide for the automatic grant of such a
replacement Option or for the automatic grants of multiple replacement Options
over the term of the initial Option.

SECTION 8.    STOCK APPRECIATION RIGHTS

     8.1.     Grant of Stock Appreciation Rights. Subject to the terms and
provisions of this Plan, Stock Appreciation Rights may be granted to
Participants either independent of Options or in conjunction with nonqualified
stock options at any time and from time to time as shall be determined by the
Committee.

     8.2.     Exercise of Stock Appreciation Rights Granted in Conjunction with
a Nonqualified Option. Stock Appreciation Rights granted in conjunction with a
nonqualified stock option may be exercised at any time during the life of the
related stock option, with a corresponding reduction in the number of shares
available under the Option. Option shares with respect to which the Stock
Appreciation Right shall have been exercised may not again be subject to an
Option under this Plan.

     8.3.     Exercise of Stock Appreciation Rights Granted Independent of
Options. Stock Appreciation Rights granted independent of Options may be
exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes on the Stock Appreciation Right including, but not limited
to, a corresponding proportional reduction in previously granted Options.

     8.4.     Payment of Stock Appreciation Right Amount. Upon exercise of a
Stock Appreciation Right, the holder shall be entitled to receive payment of an
amount (subject to Subsection 8.5 below) determined by multiplying:

     (a)      The difference between the Fair Market Value of a share of Common
Stock at the date of exercise over the price fixed by the Committee at the date
of grant, by

     (b)      The number of shares with respect to which the Stock Appreciation
Right is exercised.

     8.5.     Form of Payment. Payment to the Participant, upon the exercise of
a Stock Appreciation Right, will be made in cash.

     8.6.     Limit on Appreciation. The Committee, in its sole discretion, may
establish (at the time of grant) a maximum amount per share which will be
payable upon exercise of a Stock Appreciation Right.

<PAGE>

     8.7.     Term of Stock Appreciation Right. The term of a Stock Appreciation
Right granted under the Plan shall not exceed ten years.

     8.8.     Termination of Employment. In the event that the employment of a
Participant is terminated by reason of death, disability or retirement, or for
any other reason, the exercisability of any outstanding Stock Appreciation
Rights granted in conjunction with an Option shall terminate in the same manner
as specified for their related Options under Subsections 7.8 and 7.9. The
exercisability of any outstanding Stock Appreciation Rights granted independent
of Options also shall terminate in the manner provided under Subsections 7.8 and
7.9.

     8.9.     Nontransferability of Stock Appreciation Rights. No Stock
Appreciation Right granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all Stock Appreciation Rights granted
to a Participant under the Plan shall be exercisable during his lifetime only by
such Participant.

SECTION 9.    RESTRICTED STOCK

     9.1.     Grant of Restricted Stock. Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock to such Participants and in such amounts as it shall determine.
It is contemplated that Restricted Stock grants will be made only in
extraordinary situations of performance, promotion, retention or recruitment.

     9.2.     Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement that shall specify the restriction
period or periods, the number of Restricted Stock shares granted, and such other
provisions as the Committee shall determine.

     9.3.     Transferability. Except as provided in this Section 9, the shares
of Restricted Stock granted hereunder may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until the termination of the
applicable Period of Restriction or for such period of time as shall be
established by the Committee and as shall be specified in the Restricted Stock
Agreement, or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Restricted Stock
Agreement. All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant.

     9.4.     Other Restrictions. The Committee shall impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.

     9.5.     Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 9.4, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

<PAGE>

     "The sale or other transfer of the shares of stock represented by this
     certificate, whether voluntary, involuntary or by operation of law, is
     subject to certain restrictions on transfer set forth in the 1992 Stock
     Compensation Plan of SPX Corporation, rules and administration adopted
     pursuant to such Plan, and a Restricted Stock grant dated
     _____________________. A copy of the Plan, such rules and such Restricted
     Stock grant may be obtained from the Secretary of SPX Corporation."

     9.6.     Removal of Restrictions. Except as otherwise provided in this
Section, shares of Restricted Stock covered by each Restricted Stock grant made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction. Once the shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Subsection 9.5 removed from his Common Stock certificate.

     9.7.     Voting Rights. During the Period of Restriction, Participants
holding shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those shares.

     9.8.     Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those shares while they are so held. If any such dividends or
distributions are paid in shares of Common Stock, the shares shall be subject to
the same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.

     9.9.     Termination of Employment Due to Retirement. In the event that a
Participant terminates his employment with the Company because of normal
retirement (as defined under the then established rules of the Company), any
remaining Period of Restriction applicable to the Restricted Stock pursuant to
Subsection 9.3 shall automatically terminate and, except as otherwise provided
in Subsection 9.4, the shares of Restricted Stock shall thereby be free of
restrictions and freely transferable. In the event that a Participant terminates
his employment with the Company because of early retirement (as defined under
the then established rules of the Company), the Committee, in its sole
discretion, may waive the restrictions remaining on any or all shares of
Restricted Stock pursuant to Subsection 9.3 and add such new restrictions to
those shares of Restricted Stock as it deems appropriate.

     9.10.    Termination of Employment Due to Death or Disability. In the event
a Participant's employment is terminated because of death or disability (as
defined under the then established rules of the Company), any remaining Period
of Restriction applicable to the Restricted Stock pursuant to Subsection 9.3
shall automatically terminate and, except as otherwise provided in Subsection
9.4, the shares of Restricted Stock shall thereby be free of restrictions and
fully transferable.

     9.11.    Termination of Employment for Reasons Other Than Death, Disability
or Retirement. In the event that a Participant terminates his employment with
the Company for any reason other than those set forth in Subsections 9.9 and
9.10 during the Period of Restriction, then any shares of Restricted Stock still
subject to restrictions as of the date of such termination shall automatically
be forfeited and returned to the Company; provided, however, that, in the

<PAGE>

event of an involuntary termination of the employment of a Participant by the
Company, the Committee, in its sole discretion, may waive the automatic
forfeiture of any or all such shares and may add such new restrictions to such
shares of Restricted Stock as it deems appropriate.

SECTION 10.  PERFORMANCE UNITS

     Performance units may be granted subject to such terms and conditions as
the Committee in its discretion shall determine. Performance units may be
granted either in the form of cash units or in share units which are equal in
value to one share of Common Stock or a combination thereof. The Committee shall
establish the performance goals to be attained in respect of the performance
units, the various percentages of performance unit value to be distributed upon
the attainment, in whole or in part, of the performance goals and such other
performance unit terms, conditions and restrictions as the Committee shall deem
appropriate. As soon as practicable after the termination of the performance
period, the Committee shall determine the payment, if any, which is due on the
performance unit in accordance with the terms thereof. The Committee shall
determine, among other things, whether the payment shall be made in the form of
cash or shares of Common Stock, or a combination thereof.

SECTION 11.  BENEFICIARY DESIGNATION

     Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his death. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's
death shall be paid to his estate.

SECTION 12.  RIGHTS OF EMPLOYEES

     12.1.   Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

     12.2.   Participation. No employee shall have a right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant.

SECTION 13.  MERGER OR CONSOLIDATION

     13.1.   Treatment of Options and Stock Appreciation Rights. Upon a
dissolution or a liquidation of the Company, each Participant shall have the
right to exercise any unexercised Options or Stock Appreciation Rights, whether
or not then exercisable, subject to the provisions of the Plan immediately prior
to such dissolution or liquidation. If not exercised within a reasonable time
period, of not less than 30 days from the date of such dissolution or
liquidation, as determined by the Committee, all outstanding Options and Stock
Appreciation Rights shall terminate. In the event of a merger or consolidation
in which the Company is not the surviving

<PAGE>

corporation, each Participant shall be offered a firm commitment whereby the
resulting or surviving corporation will tender to the Participant new Options
and Stock Appreciation Rights in the surviving corporation, with terms and
conditions, both as to number of shares and otherwise, which will substantially
preserve to the Participant the rights and benefits of the Options and Stock
Appreciation Rights outstanding hereunder.

     13.2.   Treatment of Restricted Stock. In the event of a dissolution or a
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation, all restrictions shall lapse on the shares of
Restricted Stock granted under the Plan and thereafter such shares shall be
freely transferable by the Participant, subject to applicable Federal or state
securities laws.

SECTION 14.  AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

     The Board may at any time terminate, and from time to time may amend or
modify, the Plan; provided, however, that no such action of the Board, without
approval of the shareholders, may:

     (a)     Increase the total amount of Common Stock which may be issued under
the Plan, except as provided in Subsections 5.1 and 5.3.

     (b)     Change the provisions of the Plan regarding the Option Price except
as permitted by Subsection 5.3.

     (c)     Materially increase the cost of the Plan or materially increase the
benefits to Participants.

     (d)     Extend the period during which Options, Stock Appreciation Rights,
Restricted Stock or Performance Units may be granted.

     (e)     Extend the maximum period after the date of grant during which
Options or Stock Appreciation Rights may be exercised.

     No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options, Stock Appreciation Rights or Restricted Stock
previously granted under the Plan, without the consent of the Participants.

SECTION 15.  TAX WITHHOLDING

     15.1.   Tax Withholding. The Company, as appropriate, shall have the right
to deduct from all payments any Federal, state or local taxes required by law to
be withheld with respect to such payments.

     15.2.   Stock Withholding. With respect to withholding required upon the
exercise of nonqualified stock options, or upon the lapse of restrictions on
Restricted Stock, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding required, in whole

<PAGE>

or in part, by (a) having the Company withhold shares of Common Stock otherwise
issuable, or (b) tendering shares of previously acquired Common Stock, including
by attestation to the ownership of Common Stock, in either case having a value
equal to the amount of tax to be withheld; provided, however, shares may only be
withheld by the Company to the extent necessary to satisfy the minimum
withholding liability required by law, and only Mature Common Stock may be
tendered (including by attestation) for withholding in excess of the amount the
Company is legally required to withhold by applicable law. The value of the
shares to be withheld, tendered or attested is to be determined by such methods
or procedures as shall be established from time to time by the Committee. All
elections shall be irrevocable and shall be made in writing, signed by the
Participant, and shall satisfy such other requirements as the Committee shall
deem appropriate.

SECTION 16.  INDEMNIFICATION

     Each person who is or shall have been a member of the Committee or of the
Board shall be indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or reasonably incurred
by him in connection with or resulting from any claim, action, suit or
proceeding to which he may be a party or in which he may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him in settlement thereof, with the Company's approval,
or paid by him in satisfaction of any judgment in any such action, suit or
proceeding against him, provided he shall give the Company an opportunity, at
its expense, to handle and defend the same before he undertakes to handle and
defend it on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or Bylaws, as a matter
of law or otherwise, or any power that the Company may have to indemnify them or
hold them harmless.

SECTION 17.  REQUIREMENTS OF LAW

     17.1.   Requirements of Law. The granting of Options, Stock Appreciation
Rights, Restricted Stock or Performance Units, and the issuance of shares of
Common Stock with respect to an Option exercise or Performance Unit award, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.

     17.2.   Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Michigan.

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</DOCUMENT>
