DTE ENERGY CO
2001 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>8
<FILENAME>k60558ex10-43.htm
<DESCRIPTION>2001 STOCK INCENTIVE PLAN
<TEXT>

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<P align="right"><B>Exhibit 10.43</B>
<P align="center"><B>DTE Energy Company</B>

<P align="center">
<B>2001 Stock Incentive Plan</B>

<P align="center"><B>ARTICLE I</B>

<P align="center">
<B>Definitions</B>

<P align="left"><B>1.01.&nbsp;&nbsp;<I>Accounting Firm</I></B>

<P align="left">
Accounting Firm means the public accounting firm retained as the
Company&#146;s independent auditor as of the date immediately
prior to the Change in Control, unless another firm is
designated by the Committee.

<P align="left"><B>1.02.&nbsp;&nbsp;<I>Administrator</I></B>

<P align="left">
Administrator means (i)&nbsp;the Board, with respect to awards
made under this Plan to members of the Board who are not
employees of the Company or a Subsidiary and (ii)&nbsp;the
Committee or the Chief Executive Officer of the Company to the
extent responsibilities are delegated to him by the Committee in
accordance with Article&nbsp;III with respect to awards made
under this Plan to all other persons.

<P align="left"><B>1.03.&nbsp;&nbsp;<I>Agreement</I></B>

<P align="left">
Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant
specifying the terms and conditions of a Stock Award, an award
of Performance Shares, an award of Performance Units or an
Option granted to such Participant.

<P align="left"><B>1.04.&nbsp;&nbsp;<I>Board</I></B>

<P align="left">
Board means the Board of Directors of the Company.

<P align="left"><B>1.05.&nbsp;&nbsp;<I>Capped Parachute Payments</I></B>

<P align="left">
Capped Parachute Payments means the largest amount of Parachute
Payments that may be paid to a Participant without liability for
any excise tax under Code Section&nbsp;4999.

<P align="left"><B>1.06.&nbsp;&nbsp;<I>Change in Control</I></B>

<P align="left">
Change in Control means the occurrence of any of the following
events:
<P>

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        <TD>&nbsp;</TD>
        <TD align="left">
        (i)&nbsp;The consummation of a transaction in which the Company
        is merged, consolidated or reorganized into or with another
        corporation or other legal person, and as a result of such
        transaction less than 55% of the combined voting power of the
        then-outstanding Voting Stock of such corporation or person
        immediately after such transaction is held in the aggregate by
        the holders of Voting Stock of the Company immediately prior to
        such transaction;</TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">
        (ii)&nbsp;The consummation of a sale or transfer in which the
        Company sells or otherwise transfers all or substantially all of
        its assets to another corporation or other legal person, and as
        a result of such sale or transfer less than 55% of the combined
        voting power of the then-outstanding Voting Stock of such
        corporation or person immediately after such sale or transfer is
        held in the aggregate (directly or through ownership of Voting
        Stock of the Company or a Subsidiary) by the holders of Voting
        Stock of the Company immediately prior to such sale or transfer;
        or</TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD align="left">
        (iii)&nbsp; The approval by the shareholders of the Company of a
        complete liquidation or dissolution of the Company.</TD>
</TR>

</TABLE>

<P align="center">1

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<P align="left"><B>1.07.&nbsp;&nbsp;<I>Code</I></B>

<P align="left">
Code means the Internal Revenue Code of 1986, as amended.

<P align="left"><B>1.08.&nbsp;&nbsp;<I>Committee</I></B>

<P align="left">
Committee means the Special Committee on Compensation, or such
other Board committee as may be designated from time to time by
the Board, provided that any such committee is composed solely
of individuals who are &#147;Non-Employee Directors,&#148; as
the term is used in Rule&nbsp;16b-3 under the Exchange Act, and
&#147;Outside Directors,&#148; as the term is used in
Section&nbsp;162(m) of the Code and Treasury Regulations
promulgated thereunder.

<P align="left"><B>1.09.&nbsp;&nbsp;<I>Common Stock</I></B>

<P align="left">
Common Stock means common stock of the Company.

<P align="left"><B>1.10.&nbsp;&nbsp;<I>Company</I></B>

<P align="left">
Company means DTE Energy Company, a Michigan corporation, or any
successor corporation.

<P align="left"><B>1.11.&nbsp;&nbsp;<I>Control Change Date</I></B>

<P align="left">
Control Change Date means the date on which a Change in Control
occurs. If a Change in Control occurs on account of a series of
transactions, the Control Change Date is the date of the last of
such transactions.

<P align="left"><B>1.12.&nbsp;&nbsp;<I>Exchange Act</I></B>

<P align="left">
Exchange Act means the Securities Exchange Act of 1934, as
amended.

<P align="left"><B>1.13.&nbsp;&nbsp;<I>Fair Market Value</I></B>

<P align="left">
Fair Market Value means, on any given date, the average of the
high and low sales prices of Common Stock as listed on the New
York Stock Exchange Composite tape. If, on any given date, no
share of Common Stock is traded, then Fair Market Value shall be
determined with reference to the next preceding day that Common
Stock was so traded.

<P align="left"><B>1.14.&nbsp;&nbsp;<I>Incentive Stock Option</I></B>

<P align="left">
Incentive Stock Option means an Option that satisfies the
requirements of Section&nbsp;422 of the Code and is intended by
the Administrator to be an Incentive Stock Option.

<P align="left"><B>1.15.&nbsp;&nbsp;<I>Net After Tax Amount</I></B>

<P align="left">
Net After Tax Amount means the amount of any Parachute Payments
or Capped Parachute Payments, as applicable, net of taxes
imposed under Code Sections&nbsp;1, 3101(b) and 4999 and any
state or local income taxes applicable to a Participant with
respect to such payments as in effect for the year for which the
determination is made. The determination of the Net After Tax
Amount shall be made using the highest combined marginal rate
imposed by the foregoing taxes on income of the same character
as the Parachute Payments or Capped Parachute Payments, as
applicable, in effect for the year for which the determination
is made.

<P align="left"><B>1.16.&nbsp;&nbsp;<I>Option</I></B>

<P align="left">
Option means a stock option that entitles the holder to purchase
from the Company a stated number of shares of Common Stock at
the price set forth in an Agreement.

<P align="center">2

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<P align="left"><B>1.17.&nbsp;&nbsp;<I>Parachute Payment</I></B>

<P align="left">
Parachute Payment means a payment that is described in Code
Section&nbsp;280G(b)(2) (without regard to whether the aggregate
present value of such payments exceeds the limit prescribed by
Code Section&nbsp;280G(b)(2)(A)(ii)). The amount of any
Parachute Payment shall be determined in accordance with Code
Section&nbsp;280G and the Treasury Regulations promulgated
thereunder, or, in the absence of final regulations, the
proposed Treasury Regulations promulgated under Code
Section&nbsp;280G.

<P align="left"><B>1.18.&nbsp;&nbsp;<I>Participant</I></B>

<P align="left">
Participant means an employee of the Company or a Subsidiary,
and any member of the Board, whether or not such Board member is
an employee of the Company or a Subsidiary, who satisfies the
requirements of Article&nbsp;IV and is selected by the
Administrator to receive an award of Performance Shares, a Stock
Award, an Option, an award of Performance Units or a combination
thereof.

<P align="left"><B>1.19.&nbsp;&nbsp;<I>Performance Objectives</I></B>

<P align="left">
Performance Objectives means objectives stated with respect to
(i)&nbsp;shareholder value growth based on stock price and
dividends, (ii)&nbsp;customer price, (iii)&nbsp;customer
satisfaction, (iv)&nbsp;growth based on increasing sales or
profitability of one or more business units,
(v)&nbsp;performance against the companies in the Dow Jones
Electric Utility Industry Group index, the companies in the
S&#38;P 500 Electric Utility Industry index, a peer group or
similar benchmark selected by the Committee, (vi)&nbsp;earnings
per share growth, (vii)&nbsp;employee satisfaction,
(viii)&nbsp;nuclear plant performance achievement,
(ix)&nbsp;return on equity, (x)&nbsp;economic value added,
(xi)&nbsp;cash flow, (xii)&nbsp;earnings growth,
(xiii)&nbsp;integration success, (xiv)&nbsp;diversity,
(xv)&nbsp;safety, or (xvi)&nbsp;production cost or such other
measures as may be selected by the Administrator. Each of the
Performance Objectives may be stated with respect to the
performance of the Company, a Subsidiary or a division of the
Company or a Subsidiary.

<P align="left"><B>1.20.&nbsp;&nbsp;<I>Performance Shares</I></B>

<P align="left">
Performance Shares means an award, in the amount determined by
the Administrator, stated with reference to a specified number
of shares of Common Stock, that in accordance with the terms of
an Agreement entitles the holder to receive a cash payment or
shares of Common Stock or a combination thereof.

<P align="left"><B>1.21.&nbsp;&nbsp;<I>Performance Units</I></B>

<P align="left">
Performance Units means an award with a face amount of $1.00 per
Performance Unit that in accordance with the terms of an
Agreement entitles the holder to receive a cash payment or
shares of Common Stock or a combination thereof.

<P align="left"><B>1.22.&nbsp;&nbsp;<I>Plan</I></B>

<P align="left">
Plan means the DTE Energy Company 2001 Stock Incentive Plan.

<P align="left"><B>1.23.&nbsp;&nbsp;<I>Rule&nbsp;16b-3</I></B>

<P align="left">
Rule&nbsp;16b-3 means Rule&nbsp;16b-3 under the Exchange Act.

<P align="left"><B>1.24.&nbsp;&nbsp;<I>Stock Awards</I></B>

<P align="left">
Stock Award means Common Stock awarded to a Participant under
Article&nbsp;VII.

<P align="center">3

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<P align="left"><B>1.25.&nbsp;&nbsp;<I>Subsidiary</I></B>

<P align="left">
Subsidiary means a corporation, partnership, joint venture,
limited liability company, unincorporated association or other
entity in which the Company has a direct or indirect ownership
or other equity interest.

<P align="left"><B>1.26.&nbsp;&nbsp;<I>Voting Stock</I></B>

<P align="left">
Voting Stock means securities entitled to vote generally in the
election of directors.

<P align="center"><B>ARTICLE II</B>

<P align="center">
<B>Purposes</B>

<P align="left">
The Plan is intended to assist the Company and its Subsidiaries
in recruiting and retaining individuals with ability and
initiative by enabling such persons to participate in the future
success of the Company and its Subsidiaries and to associate
their interests with those of the Company and its shareholders.
The Plan is intended to permit the grant of Options qualifying
as Incentive Stock Options and Options not so qualifying, the
grant of Stock Awards, Performance Shares and Performance Units,
and to permit the deferral of income with respect to grants and
awards made under the Plan in accordance with the Plan and
procedures that may be established by the Administrator. No
Option that is intended to be an Incentive Stock Option shall be
invalid for failure to qualify as an Incentive Stock Option. The
proceeds received by the Company from the sale of shares of
Common Stock pursuant to this Plan shall be used for general
corporate purposes.

<P align="center"><B>ARTICLE III</B>

<P align="center">
<B>Administration</B>

<P align="left">
The Plan shall be administered by the Administrator. The
Administrator shall (to the extent of its delegated authority)
have authority to grant Stock Awards, Performance Shares,
Performance Units, and Options upon such terms (not inconsistent
with the provisions of this Plan), as the Administrator may
consider appropriate. Such terms may include conditions (in
addition to those contained in this Plan), on the exercisability
of all or any part of an Option or on the transferability or
forfeitability of Stock Awards, or an award of Performance
Shares or Performance Units. Notwithstanding any such
conditions, the Administrator may, in its discretion, accelerate
the time at which any Option may be exercised, the time at which
Stock Awards may become transferable or non-forfeitable, or the
time at which an award of Performance Shares or Performance
Units may be settled; and may suspend or waive the forfeiture of
any award made under this Plan. In addition, the Administrator
shall have complete authority to interpret all provisions of
this Plan; to prescribe the form of Agreements and documents
relating to the deferral of income under the Plan; to adopt,
amend, and rescind rules and regulations pertaining to the
administration of the Plan; to correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any
award in the manner and to the extent the Administrator deems
desirable; to authorize any one of its number or any officer of
the Company to execute and deliver documents on its behalf; and
to make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of
any specific power to the Administrator shall not be construed
as limiting any power or authority of the Administrator. Any
decision made or action taken by the Administrator in connection
with the administration of this Plan shall be final and
conclusive. Neither the Administrator, any member of the Board
or Committee, nor the Chief Executive Officer of the Company
shall be liable for any act done in good faith with respect to
this Plan or any Agreement, Option, or Stock Award, Performance
Shares, or Performance Units. All expenses of administering this
Plan shall be borne by the Company.

<P align="left">
The Committee, in its discretion, may delegate to the Chief
Executive Officer of the Company all or part of the
Committee&#146;s authority and duties with respect to grants and
awards to individuals who are not subject to the reporting and
other provisions of Section&nbsp;16 of the Exchange Act. The
Committee may

<P align="center">4

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<DIV align="left">
revoke or amend the terms of a delegation at any time but such
action shall not invalidate any prior actions of the
Committee&#146;s delegate or delegates that were consistent with
the terms of the Plan.
</DIV>

<P align="center"><B>ARTICLE IV</B>

<P align="center">
<B>Eligibility</B>

<P align="left">
Any employee of the Company or a Subsidiary (including an entity
that becomes a Subsidiary after the adoption of this Plan) or
any member of the Board, whether or not such member is employed
by the Company or a Subsidiary, is eligible to participate in
this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can
be expected to contribute significantly to the profits or growth
of the Company or a Subsidiary. Notwithstanding the foregoing,
Incentive Stock Options may be granted only to persons who are
employees of the Company or of a &#147;subsidiary,&#148; as that
term is defined in Section&nbsp;424 of the Code, on the date of
grant.

<P align="center"><B>ARTICLE V</B>

<P align="center">
<B>Common Stock Subject to Plan</B>

<P align="left"><B>5.01.&nbsp;&nbsp;<I>Common Stock Issued or Delivered</I></B>

<P align="left">
Upon the award of Common Stock pursuant to a Stock Award or in
settlement of an award of Performance Shares or Performance
Units, or upon the exercise of an Option the Company may deliver
Common Stock to the Participant (or his or her successor in
interest or personal representative or, if the Participant so
directs, his or her broker) (i)&nbsp;from its authorized but
unissued Common Stock or (ii)&nbsp;outstanding Common Stock
acquired by or on behalf of the Company in the name of a
Participant (or his or her successor in interest, personal
representative or broker) or a combination thereof.

<P align="left"><B>5.02.&nbsp;&nbsp;<I>Aggregate Limit</I></B>

<P align="left">
The maximum aggregate number of shares of Common Stock that may
be issued or acquired and delivered under this Plan pursuant to
the exercise of Options, the grant of Stock Awards, and the
settlement of Performance Shares and Performance Units is
18,000,000 shares. The maximum aggregate number of shares of
Common Stock that may be issued or delivered under this Plan
shall be determined in accordance with Section&nbsp;5.03 and
subject to adjustment as provided in Article&nbsp;X.

<P align="left">
In addition, (i)&nbsp;the number of shares of Common Stock that
may be subject to Stock Awards and Performance Shares granted
under the Plan (whether or not the Performance Shares ultimately
are settled in cash) plus (ii)&nbsp;the number of shares of
Common Stock equal in value (as of the date of grant) to the
value of Performance Units granted under the Plan shall not
exceed 20% of the total number of shares of Common Stock
authorized for issuance or delivery under this Plan. To the
extent that a portion of a Stock Award, award of Performance
Shares or award of Performance Units is forfeited, the number of
shares of Common Stock subject to the forfeited portion of the
Stock Award or Performance Shares, and the number of shares
equal in value (as of the date of grant) to the value of the
forfeited portion of the Performance Units shall again be
available for purposes of the limit described in the preceding
sentence.

<P align="left"><B>5.03.&nbsp;&nbsp;<I>Reallocation of Shares</I></B>

<P align="left">
If an Option is terminated, in whole or in part, for any reason
other than its exercise, the number of shares allocated to the
Option or portion thereof may be reallocated to other Options,
Performance Shares, Performance Units and Stock Awards to be
granted under this Plan. If an award of Performance Shares is
terminated, in whole or in part, for any reason other than its
settlement with shares of Common Stock, the number of shares
allocated to the Performance Share award or portion thereof may
be reallocated to other Options, Performance Shares, Performance
Units, and Stock Awards to be granted under this Plan. If a
Stock Award is forfeited, in whole or in part, for any reason,
the number of shares of Common Stock

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<DIV align="left">
allocated to the Stock Award or portion thereof may be
reallocated to other Options, Performance Shares, Performance
Units and Stock Awards to be granted under this Plan. If an
award of Performance Units is terminated, in whole or in part,
for any reason other than its settlement with shares of Common
Stock, the number of shares allocated to the Performance Unit
award or portion thereof may be reallocated to other Options,
Performance Shares, Performance Units, and Stock Awards to be
granted under this Plan.
</DIV>

<P align="left">
Upon full or partial payment of any Option price or satisfaction
of tax withholding obligations by transfer or relinquishment to
the Company of Common Stock, or any other payment or benefit
realized under the Plan by the transfer or relinquishment of
Common Stock, there shall be deemed to have been issued or
delivered under the Plan only the net number of shares of Common
Stock actually issued or delivered by the Company; provided,
however, that the number of shares of Common Stock issued or
acquired and delivered by the Company upon the exercise of
Options (determined, as to each Option, as if the Option price
and tax withholding obligations had been paid in cash) shall not
exceed the aggregate limit on the number of shares that may be
issued or delivered under this Plan under Section&nbsp;5.02.

<P align="center"><B>ARTICLE VI</B>

<P align="center">
<B>Options</B>

<P align="left"><B>6.01.&nbsp;&nbsp;<I>Award</I></B>

<P align="left">
In accordance with the provisions of Article&nbsp;IV, the
Administrator will designate each individual to whom an Option
is to be granted and will specify the number of shares of Common
Stock covered by such awards; provided, however, that no
Participant may be granted Options in any calendar year covering
more than 500,000 shares.

<P align="left"><B>6.02. <I>Option Price</I></B>

<P align="left">
The price per share for shares of Common Stock purchased on the
exercise of an Option shall be determined by the Administrator
on the date of grant, but shall not be less than the Fair Market
Value on the date the Option is granted.

<P align="left"><B>6.03. <I>Maximum Option Period</I></B>

<P align="left">
The maximum period in which an Option may be exercised shall be
determined by the Administrator on the date of grant, except
that no Option that shall be exercisable after the expiration of
ten years from the date such Option was granted.

<P align="left"><B>6.04. <I>Non-transferability</I></B>

<P align="left">
Except as provided in Section&nbsp;6.05, each Option granted
under this Plan shall be non-transferable except by will or by
the laws of descent and distribution. Except as provided in
Section&nbsp;6.05, during the lifetime of the Participant to
whom the Option is granted, the Option may be exercised only by
the Participant. No right or interest of a Participant in any
Option shall be liable for, or subject to, any lien, obligation,
or liability of such Participant.

<P align="left"><B>6.05. <I>Transferable Options</I></B>

<P align="left">
Section&nbsp;6.04 to the contrary notwithstanding, if the
Agreement provides, an Option that is not an Incentive Stock
Option may be transferred by a Participant to such persons or
entities permitted under Rule&nbsp;16b-3 on such terms and
conditions permitted under Rule&nbsp;16b-3. The holder of an
Option transferred pursuant to this Section shall be bound by
the same terms and conditions that governed the Option during
the period that it was held by the Participant; provided,
however, that such transferee may not transfer the Option except
by will or the laws of descent and distribution.

<P align="center">6

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<P align="left"><B>6.06. <I>Status as Employee or Director</I></B>

<P align="left">
For purposes of determining the applicability of
Section&nbsp;422 of the Code (relating to Incentive Stock
Options), or in the event that the terms of any Option provide
that it may be exercised only during employment or within a
specified period of time after termination of employment or
Board service, the Administrator may decide to what extent
leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed
interruptions of continuous employment or Board service.

<P align="left"><B>6.07. <I>Exercise</I></B>

<P align="left">
Subject to the provisions of this Plan and the applicable
Agreement, an Option may be exercised in whole at any time or in
part from time to time at such times and in compliance with such
requirements as the Administrator shall determine; provided,
however, that Incentive Stock Options (granted under the Plan
and all plans of the Company and its subsidiary corporations, as
those terms are defined in Section&nbsp;424 of the Code) may not
be first exercisable in a calendar year for shares of Common
Stock having a Fair Market Value (determined as of the date an
Option is granted) exceeding $100,000. An Option granted under
this Plan may be exercised with respect to any number of whole
shares less than the full number for which the Option could be
exercised. A partial exercise of an Option shall not affect the
right to exercise the Option from time to time in accordance
with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option.

<P align="left"><B>6.08. <I>Payment</I></B>

<P align="left">
Subject to rules established by the Administrator and unless
otherwise provided in an Agreement, payment of all or part of
the Option price may be made in (i)&nbsp;cash or a cash
equivalent acceptable to the Administrator, or
(ii)&nbsp;unrestricted shares of Common Stock previously
acquired by the Participant and, if those shares were acquired
from the Company, that have been held by the Participant for at
least six months. If shares of Common Stock are used to pay all
or part of the Option price, the sum of the cash and cash
equivalents and the Fair Market Value (determined as of the date
of exercise) of the shares surrendered must not be less than the
Option price of the shares for which the Option is being
exercised. Payment in &#147;cash&#148; or &#147;cash
equivalents&#148; includes delivery of cash or cash equivalents
by a broker under a &#147;cashless exercise&#148; arrangement at
the time of exercise or following the sale of shares to which
the exercise relates.

<P align="left"><B>6.09. <I>Change in Control</I></B>

<P align="left">
Section&nbsp;6.07 to the contrary notwithstanding, but subject
to Section&nbsp;12.11, each outstanding Option shall be fully
exercisable (in whole or in part at the discretion of the
holder) on and after a Control Change Date.

<P align="left"><B>6.10. <I>Shareholder Rights</I></B>

<P align="left">
No Participant shall have any rights as a shareholder with
respect to shares subject to his or her Option until the date of
exercise of such Option.

<P align="left"><B>6.11. <I>Disposition of Shares</I></B>

<P align="left">
A Participant shall notify the Company of any sale or other
disposition of shares acquired pursuant to an Option that was an
incentive stock option if such sale or disposition occurs
(i)&nbsp;within two years of the grant of an Option or
(ii)&nbsp;within one year of the issuance of shares to the
Participant. Such notice shall be in writing and directed to the
Corporate Secretary of the Company.

<P align="center">7

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<P align="center"><B>ARTICLE VII</B>

<P align="center">
<B>Stock Awards</B>

<P align="left"><B>7.01. <I>Award</I></B>

<P align="left">
In accordance with the provisions of Article&nbsp;IV, the
Administrator will designate each individual to whom a Stock
Award is to be made and will specify the number of shares
covered by such awards; provided, however, that no Participant
may receive Stock Awards in any calendar year for more than
150,000 shares.

<P align="left"><B>7.02. <I>Vesting</I></B>

<P align="left">
The Administrator, on the date of the award, may prescribe that
a Participant&#146;s rights in a Stock Award will be forfeitable
or otherwise restricted for a period of time or subject to such
conditions as may be set forth in the Agreement.

<P align="left"><B>7.03. <I>Performance Objectives</I></B>

<P align="left">
In accordance with Section&nbsp;7.02, the Administrator may
prescribe that Stock Awards will become vested or transferable
or both based on Performance Objectives. In cases where a Stock
Award will become non-forfeitable and transferable only upon the
attainment of Performance Objectives and satisfaction of the
&#147;performance based compensation&#148; exception to the
limit on executive compensation imposed by Code
Section&nbsp;162(m) is intended, then the shares subject to such
Stock Award shall become non-forfeitable and transferable only
to the extent that the Committee certifies that such Performance
Objectives have been attained.

<P align="left"><B>7.04. <I>Status as Employee or Director</I></B>

<P align="left">
In the event that the terms of any Stock Award provide that
shares may become transferable and non-forfeitable thereunder
only after completion of a specified period of employment or
Board service, the Administrator may decide in each case to what
extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment or Board service.

<P align="left"><B>7.05. <I>Change in Control</I></B>

<P align="left">
Sections&nbsp;7.02, 7.03 and 7.04 to the contrary
notwithstanding, but subject to Section&nbsp;12.11, each
outstanding Stock Award shall be transferable and
non-forfeitable on and after a Control Change Date without
regard to whether any Performance Objectives or other conditions
to which the award is subject have been met.

<P align="left"><B>7.06. <I>Shareholder Rights</I></B>

<P align="left">
Prior to their forfeiture (in accordance with the applicable
Agreement and while the shares of Common Stock granted pursuant
to the Stock Award may be forfeited or are non-transferable), a
Participant will have all rights of a shareholder with respect
to a Stock Award, including the right to receive dividends and
vote the shares; provided, however, that during such period
(i)&nbsp;a Participant may not sell, transfer, pledge, exchange
or otherwise dispose of shares granted pursuant to a Stock
Award, (ii)&nbsp;the Company shall retain custody of the
certificates evidencing shares granted pursuant to a Stock
Award, and (iii)&nbsp;the Participant will deliver to the
Company a stock power, endorsed in blank, with respect to each
Stock Award. After the shares granted under the Stock Award are
transferable and are no longer forfeitable, the limitations set
forth in the preceding sentence shall not apply, and the Company
shall deliver to the Participants certificates evidencing shares
of Common Stock subject to the award as soon thereafter as
possible.

<P align="center">8

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<P align="center"><B>ARTICLE VIII</B>

<P align="center">
<B>Performance Share Awards</B>

<P align="left"><B>8.01. <I>Award</I></B>

<P align="left">
In accordance with the provisions of Article&nbsp;IV, the
Administrator will designate each individual to whom an award of
Performance Shares is to be made and will specify the number of
shares covered by such awards; provided, however, that no
Participant may receive awards of Performance Shares in any
calendar year for more than 200,000 shares of Common Stock
(based on the maximum payout under the awards).

<P align="left"><B>8.02. <I>Earning the Award</I></B>

<P align="left">
The Administrator, on the date of the grant of an award, may
prescribe that the Performance Shares, or portion thereof, will
be earned, and the Participant will be entitled to receive a
payment pursuant to the award of Performance Shares, only upon
the satisfaction of Performance Objectives during a performance
measurement period of at least one year or such other criteria
as may be prescribed by the Administrator. With respect to
Performance Shares that will be earned only upon satisfaction of
Performance Objectives, and as to which satisfaction of the
&#147;performance based compensation&#148; exception to the
limit on executive compensation imposed by Code
Section&nbsp;162(m) is intended, a payment will be made pursuant
to such Performance Shares only if, and to the extent that, the
Committee certifies that such Performance Objectives have been
attained.

<P align="left"><B>8.03. <I>Payment</I></B>

<P align="left">
In the discretion of the Administrator, the amount payable when
an award of Performance Shares is earned may be settled in cash,
by the issuance of shares of Common Stock, or a combination
thereof. A fractional share of Common Stock shall not be
deliverable when an award of Performance Shares is earned, but a
cash payment will be made in lieu thereof. The Administrator
will also determine when an award of Performance Shares that has
been earned will be settled.

<P align="left"><B>8.04. <I>Shareholder Rights</I></B>

<P align="left">
No Participant shall, as a result of receiving an award of
Performance Shares, have any rights as a shareholder until and
to the extent that the award of Performance Shares is earned and
settled in shares of Common Stock. After an award of Performance
Shares is earned and settled in shares, a Participant will have
all the rights of a shareholder as described in
Section&nbsp;7.06. Notwithstanding the foregoing, the
Administrator may provide in an Agreement that the recipient of
a Performance Share award is entitled to dividend equivalents
with respect in the award, payable at the time or times, and on
the terms, specified in the Agreement.

<P align="left"><B>8.05. <I>Non-Transferability</I></B>

<P align="left">
Except as provided in Section&nbsp;8.06, Performance Shares
granted under this Plan shall be non-transferable except by will
or by the laws of descent and distribution. No right or interest
of a Participant in any Performance Shares shall be liable for,
or subject to, any lien, obligation, or liability of such
Participant.

<P align="left"><B>8.06. <I>Transferable Performance Shares</I></B>

<P align="left">
Section&nbsp;8.05 to the contrary notwithstanding, if the
Agreement provides, an award of Performance Shares may be
transferred by a Participant to such persons or entities
permitted under Rule&nbsp;16b-3 on such terms and conditions
permitted under Rule&nbsp;16b-3. The holder of Performance
Shares transferred pursuant to this Section shall be bound by
the same terms and conditions that governed the Performance
Shares during the period that they were held by the Participant;
provided, however that such transferee may not transfer
Performance Shares except by will or the laws of descent and
distribution.

<P align="center">9

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<P align="left"><B>8.07. <I>Status as Employee or Director</I></B>

<P align="left">
In the event that the terms of any Performance Share award
provide that no payment will be made unless the Participant
completes a stated period of employment or Board service, the
Administrator may decide to what extent leaves of absence for
government or military service, illness, temporary disability,
or other reasons shall not be deemed interruptions of continuous
employment or Board service.

<P align="left"><B>8.08. <I>Change in Control</I></B>

<P align="left">
Section&nbsp;8.02 to the contrary notwithstanding, but subject
to Section&nbsp;12.11, on and after a Control Change Date, each
outstanding Performance Share award shall be earned as of a
Control Change Date and settled as soon thereafter as
practicable; provided, that, for awards that will be earned on
the basis of performance criteria (as opposed to other criteria
only, such as continued service, which awards shall be earned in
full), the amount earned with respect to each Performance Share
award shall be the greater of the amount that would have been
payable on attainment of (i) target levels of performance or
(ii)&nbsp;actual levels of performance, using performance
through the Control Change Date for purposes of determining
actual levels of performance.

<P align="center"><B>ARTICLE IX</B>

<P align="center">
<B>Performance Units</B>

<P align="left"><B>9.01. <I>Award</I></B>

<P align="left">
In accordance with the provisions of Article&nbsp;IV, the
Administrator will designate each individual to whom an award of
Performance Units is to be made and will specify the number of
Performance Units covered by such awards; provided, however,
that no Participant may receive an award of more than 1,000,000
Performance Units in any calendar year.

<P align="left"><B>9.02. <I>Earning the Award</I></B>

<P align="left">
The Administrator, on the date of grant of an award, shall
prescribe that the Performance Units or a portion thereof will
be earned and the Participant will be entitled to receive a
payment pursuant to the award of Performance Units, only upon
the satisfaction of Performance Objectives and such other
criteria as may be prescribed by the Administrator during a
performance measurement period of at least one year. With
respect to Performance Units as to which satisfaction of the
&#147;performance based compensation&#148; exception to the
limit on executive compensation imposed by Code
Section&nbsp;162(m) is intended, a payment will be made pursuant
to such Performance Units only if, and to the extent that, the
Committee certifies that Performance Objectives have been
attained.

<P align="left"><B>9.03. <I>Non-Transferability</I></B>

<P align="left">
Except as provided in Section&nbsp;9.04, Performance Units
granted under this Plan shall be non-transferable except by will
or by the laws of descent and distribution. No right or interest
of a Participant in an award of Performance Units shall be
liable for, or subject to, any lien, obligation, or liability of
such Participant.

<P align="left"><B>9.04. <I>Transferable Performance Units</I></B>

<P align="left">
Section&nbsp;9.03 to the contrary notwithstanding, if provided
in an Agreement, an award of Performance Units may be
transferred by a Participant to such persons or entities
permitted under Rule&nbsp;16b-3 on such terms and conditions as
may be permitted under Rule&nbsp;16b-3. The holder of
Performance Units transferred pursuant to this Section shall be
bound by the same terms and conditions that governed the
Performance Units during the period that it was held by the
Participant; provided, however, that such transferee may not
transfer the Performance Units except by will or the laws of
descent and distribution.

<P align="center">10

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<P align="left"><B>9.05. <I>Status as Employee or Director</I></B>

<P align="left">
If the terms of an award of Performance Units provide that a
payment will be made thereunder only if the Participant
completes a stated period of employment or Board service, the
Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability
or other reasons shall not be deemed interruptions of continuous
employment or Board service.

<P align="left"><B>9.06.&nbsp;&nbsp;<I>Change in Control</I></B>

<P align="left">
Section&nbsp;9.02 to the contrary notwithstanding, but subject
to Section&nbsp;12.11, any Performance Units shall be earned as
of a Control Change Date and settled as soon thereafter as
possible; provided, that the amount earned with respect to each
award of Performance Units shall be the greater of the amount
that would have been payable on attainment of (i)&nbsp;target
levels of performance or (ii)&nbsp;actual levels of performance,
using performance through the Control Change Date for purposes
of determining actual levels of performance.

<P align="left"><B>9.07.&nbsp;&nbsp;<I>Shareholder Rights</I></B>

<P align="left">
No Participant shall, as a result of receiving an award of
Performance Units, have any rights as a shareholder of the
Company or any Subsidiary on account of such award.

<P align="center"><B>ARTICLE X</B>

<P align="center">
<B>Adjustment Upon Change in Common Stock</B>

<P align="left">
The maximum number and kind of shares as to which Options,
Performance Shares, Performance Units and Stock Awards may be
granted; the terms of outstanding Stock Awards, Options,
Performance Shares, Performance Units; and the per individual
limitations on the number of shares of Common Stock for which
Options, Performance Shares, Performance Units and Stock Awards
may be granted shall be adjusted as the Committee shall
determine to be equitably required in the event that
(i)&nbsp;the Company (A)&nbsp;effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of
shares or (B)&nbsp;engages in any transaction to which
Section&nbsp;424 of the Code applies, or (ii)&nbsp;there occurs
any other event that, in the judgment of the Committee,
necessitates such action. Notwithstanding the foregoing, the
Committee in its sole discretion may elect not to adjust
Performance Objectives under any award if it determines that
such adjustment would cause such award to cease to qualify as
performance-based compensation under Section&nbsp;162(m) of the
Code. In addition, the Committee may provide for the replacement
of any outstanding awards under the Plan (or any portion of any
award) with alternative consideration (including without
limitation cash) as it may in good faith determine to be
equitable under the circumstances and may require in connection
therewith the surrender of all awards so replaced. Any
determination, adjustment or replacement made under this
Article&nbsp;X by the Committee shall be final and conclusive.

<P align="left">
The issuance by the Company of stock of any class, or securities
convertible into stock of any class, for cash or property, or
for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of stock or obligations of the Company convertible
into such stock or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
maximum number of shares as to which Options, Performance
Shares, Performance Units and Stock Awards may be granted; the
per individual limitations on the number of shares for which
Options, Performance Shares, Performance Units and Stock Awards
may be granted; or the terms of outstanding Stock Awards,
Options, Performance Shares, Performance Units.

<P align="left">
The Committee may make Stock Awards and may grant Options,
Performance Shares, and Performance Units in substitution for
performance shares, phantom shares, stock awards, stock options,
or similar awards held by an individual who becomes an employee
or director of the Company or a Subsidiary in connection with a
transaction described in the first paragraph of this
Article&nbsp;X. Notwithstanding any provision of the Plan (other
than the limitation of Section&nbsp;5.02), the terms of such
substituted Stock

<P align="center">11

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<DIV align="left">
Awards, Options, Performance Shares or Performance Units shall
be as the Committee, in its discretion, determines is
appropriate.
</DIV>

<P align="center"><B>ARTICLE XI</B>

<P align="center">
<B>Compliance With Law and Approval of</B>

<DIV align="center">
<B>Regulatory Bodies</B>
</DIV>

<P align="left">
No Option shall be exercisable, no shares of Common Stock shall
be issued, no certificates for shares of Common Stock shall be
delivered, and no payment shall be made under this Plan except
in compliance with all applicable Federal and state laws and
regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges on which
the Company&#146;s shares may be listed. The Company shall have
the right to rely on an opinion of its counsel as to such
compliance. Any stock certificate issued to evidence shares of
Common Stock when a Stock Award is granted, a Performance Share
or Performance Unit is settled, or for which an Option is
exercised may bear such legends and statements as the
Administrator may deem advisable to assure compliance with
Federal and state laws and regulations. No Option shall be
exercisable, no Stock Award, Performance Shares or Performance
Units shall be granted, no shares of Common Stock shall be
issued, no certificate for shares of Common Stock shall be
delivered, and no payment shall be made under this Plan until
the Company has obtained such consent or approval as the
Administrator may deem advisable from regulatory bodies having
jurisdiction over such matters.

<P align="center"><B>ARTICLE XII</B>

<P align="center">
<B>General Provisions</B>

<P align="left"><B>12.01.&nbsp;&nbsp;<I>Effect on Employment and Service</I></B>

<P align="left">
Neither the adoption of this Plan, its operation, nor any
documents describing or referring to this Plan (or any part
thereof), shall confer upon any individual any right to continue
in the employ or service of the Company or a Subsidiary or in
any way affect any right and power of the Company or a
Subsidiary to terminate the employment or service of any
individual at any time with or without assigning a reason
therefor.

<P align="left"><B>12.02.&nbsp;&nbsp;<I>Unfunded Plan</I></B>

<P align="left">
The Plan, insofar as it provides for grants, shall be unfunded,
and the Company shall not be required to segregate any assets
that may at any time be represented by grants under this Plan.
Any liability of the Company to any person with respect to any
grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.

<P align="left"><B>12.03.&nbsp;&nbsp;<I>Rules of Construction</I></B>

<P align="left">
Headings are given to the articles and sections of this Plan
solely as a convenience to facilitate reference. The reference
to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such
provision of law.

<P align="left"><B>12.04.&nbsp;&nbsp;<I>Restrictions on Repriced Options</I></B>

<P align="left">
The Administrator may not, without approval of the shareholders
of the Company, authorize the amendment of any outstanding
Option to reduce the Option price. Furthermore, no Option shall
be cancelled and replaced with new awards having a lower Option
price, where the economic effect would be the same as reducing
the Option price of the Option, without approval of the
shareholders of the Company.

<P align="center">12

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<P align="left"><B>12.05.&nbsp;&nbsp;<I>Restrictions on Transfer of Shares
Issued or Delivered</I></B>

<P align="left">
Notwithstanding any other provision of this Plan, an Agreement
may provide that the Company has reserved a right of first
refusal to purchase the Common Stock acquired on exercise of
Options, or under a Stock Award or award of Performance Shares
or Performance Units, at a price equal to the Fair Market Value
per share repurchased determined as of the day preceding the day
the Company notifies the Participant of its intention to
repurchase the shares. If such right is reserved, the
Participant must comply with the terms of the Agreement and any
procedures established by the Administrator prior to any
disposition of Common Stock acquired under the Agreement;
provided, that the Company shall have a maximum of five days
following the date on which Participant is required to notify
the Company of his or her intent to dispose of the Common Stock
to advise the Participant whether it will purchase the Common
Stock.

<P align="left">
The Administrator may provide in an Agreement that the shares of
Common Stock that are to be issued or delivered on exercise of
an Option or in settlement of an award of Performance Shares or
Performance Units, or shares subject to a Stock Award that are
no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Article&nbsp;VII, shall
be subject to additional restrictions on transfer.

<P align="left"><B>12.06.&nbsp;&nbsp;<I>Effect of Acceptance of Award</I></B>

<P align="left">
By accepting an award under the Plan, a Participant and his or
her successor in interest or personal representative shall be
conclusively deemed to have indicated his or her acceptance or
ratification of, and consent to, any action taken under the Plan
by the Company or the Administrator.

<P align="left"><B>12.07.&nbsp;&nbsp;<I>Governing Law</I></B>

<P align="left">
The provisions of this Plan shall be interpreted and construed
in accordance with the laws of the State of Michigan, other than
its choice-of-law provisions.

<P align="left"><B>12.08.&nbsp;&nbsp;<I>Coordination with Other Plans</I></B>

<P align="left">
Participation in the Plan shall not affect an employee&#146;s
eligibility to participate in any other benefit or incentive
plan of the Company or any Subsidiary. Income realized as a
result of the exercise, vesting or settlement of awards under
the Plan shall not be considered earnings for purposes of the
Employee Savings Plan, any Company-sponsored or
Subsidiary-sponsored Retirement Plan, insurance or other
employee benefit programs.

<P align="left"><B>12.09.&nbsp;&nbsp;<I>Deferral</I></B>

<P align="left">
The Committee may require or permit Participants to elect to
defer the settlement of awards in cash or the issuance or
delivery of Common Stock pursuant to the Plan under such rules
and procedures as it may establish from time to time.

<P align="left"><B>12.10.&nbsp;&nbsp;<I>Tax Withholding</I></B>

<P align="left">
The Company shall, if required by law, withhold or cause to be
withheld, Federal, state and/or local income and employment
taxes in connection with the exercise, vesting or settlement of
an award under the Plan. Unless otherwise provided in the
applicable Agreement, each Participant may satisfy any such tax
withholding by any of the following means or by a combination of
such means: (i)&nbsp;a cash payment; (ii)&nbsp;by delivery to
the Company of a number of shares of Common Stock previously
acquired by the Participant having a Fair Market Value, on the
date the tax liability first arises, equal to the tax liability
being paid and, if the shares were acquired from the Company,
that have been held by the Participant for at least six months;
or (iii)&nbsp;by authorizing the Company to withhold from the
shares of Common Stock otherwise issuable to the Participant
pursuant to the exercise, vesting or settlement of an award, the
number of shares of Common Stock having a Fair Market Value, on
the date the tax liability first arises,

<P align="center">13

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<DIV align="left">
equal to the minimum statutory withholding required for the
Participant based on applicable law. If the amount required is
not paid, the Company may refuse to issue or deliver shares or
cash under the award.
</DIV>

<P align="left"><B>12.11.&nbsp;&nbsp;<I>Limitation on Benefits</I></B>

<P align="left">
Benefits, payments, accelerated vesting and other rights under
this Plan may constitute Parachute Payments subject to the
&#147;golden parachute&#148; rules of Code Section&nbsp;280G and
the excise tax under Code Section&nbsp;4999. It is the
Company&#146;s intention to reduce any such Parachute Payments
if, and only to the extent that, a reduction will allow the
affected Participant to receive a greater Net After Tax Amount
than he or she would receive absent a reduction. The remaining
provisions of this Section describe how that intent will be
effected.

<P align="left">
The Accounting Firm will first determine the amount of any
Parachute Payments that are payable to a Participant. The
Accounting Firm will also determine the Net After Tax Amount
attributable to that Participant&#146;s total Parachute
Payments. The Accounting Firm will next determine the amount of
that Participant&#146;s Capped Parachute Payments. Thereafter,
the Accounting Firm will determine the Net After Tax Amount
attributable to that Participant&#146;s Capped Parachute
Payments.

<P align="left">
That Participant will receive the total Parachute Payments
unless the Accounting Firm determines that the Capped Parachute
Payments will yield a higher Net After Tax Amount, in which case
that Participant will receive the Capped Parachute Payments. If
a Participant receives Capped Parachute Payments, his or her
benefits, payments, accelerated vesting or other rights under
this Plan will be adjusted, if at all, in the manner determined
by the Committee, in its sole discretion. The Accounting Firm
will notify the Participant and the Company if it determines
that the Parachute Payments must be reduced to the Capped
Parachute Payments and will send the Participant and the Company
a copy of its detailed calculations supporting that
determination.

<P align="left">
As a result of any uncertainty in the application of Code
Sections&nbsp;280G and 4999 at the time that the Accounting Firm
makes its determination under this Section&nbsp;12.11, it is
possible that amounts will have been paid, vested, earned or
distributed that should not have been paid, vested, earned or
distributed under this Section&nbsp;12.11
(&#147;Overpayments&#148;), or that additional amounts should be
paid, vested, earned, or distributed under this
Section&nbsp;12.11 (&#147;Underpayments&#148;). If the
Accounting Firm determines, based on either controlling
precedent, substantial authority or the assertion of a
deficiency by the Internal Revenue Service against a Participant
or the Company, which assertion the Accounting Firm believes has
a high probability of success, that an Overpayment has been
made, then the Participant shall have an obligation (i)&nbsp;to
pay the Company upon demand an amount equal to the sum of the
Overpayment plus interest on such Overpayment at the prime rate
provided in Code Section&nbsp;7872(f)(2) from the date of the
Participant&#146;s receipt of such Overpayment until the date of
such repayment, or (ii)&nbsp;to agree to other arrangements that
the Committee determines to be equitable in the circumstances;
provided, however, that the Participant shall be obligated to
make such repayment or agree to such other arrangements, if, and
only to the extent, that the repayment or other arrangement
would either reduce the amount on which the Participant is
subject to tax under Code Section&nbsp;4999 or generate a refund
of tax imposed under Code Section&nbsp;4999. If the Accounting
Firm determines, based upon controlling precedent or substantial
authority, that an Underpayment has occurred, the Accounting
Firm will notify the Participant and the Company of that
determination and the Company will (i)&nbsp;pay the amount of
that Underpayment at the prime rate provided in Code
Section&nbsp;7872(f)(2) from the date such Underpayment should
have been paid until actual payment, or (ii)&nbsp;take such
other action as the Committee determines to be equitable in the
circumstances.

<P align="left">
All determinations made by the Accounting Firm under this
Section&nbsp;12.11 are binding on the Participant and the
Company and must be made as soon as practicable but no later
than thirty days after a Control Change Date.

<P align="left">
Notwithstanding the foregoing, this Section&nbsp;12.11 shall not
apply to any Participant entitled to an indemnification of
excise taxes incurred under Code Section&nbsp;4999, pursuant to
a Change in Control

<P align="center">14

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<DIV align="left">
Severance Agreement or other arrangement or agreement with the
Company, with respect to Parachute Payments otherwise subject to
limitation under this Section&nbsp;12.11.
</DIV>

<P align="center"><B>ARTICLE XIII</B>

<P align="center">
<B>Amendment</B>

<P align="left">
The Board may amend this Plan from time to time or terminate it
at any time; provided, however, that no amendment may become
effective until shareholder approval is obtained if the
amendment (i)&nbsp;increases the aggregate number of shares of
Common Stock that may be issued or delivered under the Plan; or
(ii)&nbsp;permits the exercise of an Option at an Option price
less than the Fair Market Value on the date of grant of the
Option. No amendment or termination shall, without a
Participant&#146;s consent, adversely affect the rights of such
Participant under any award of Performance Shares or Performance
Units, any Stock Award or any Option outstanding at the time
such amendment is made or such termination occurs.

<P align="center"><B>ARTICLE XIV</B>

<P align="center">
<B>Duration of Plan</B>

<P align="left">
No Stock Award, Performance Shares, Performance Units or Option
may be granted under this Plan as herein amended and restated
more than ten years after the earlier of the adoption by the
Board of such amendment and restatement, or its approval by the
Company&#146;s shareholders. Stock Awards, Performance Shares,
Performance Units and Options granted before that date shall
remain valid in accordance with their terms.

<P align="center"><B>ARTICLE XV</B>

<P align="center">
<B>Effective Date of Plan</B>

<P align="left">
Options, Stock Awards, Performance Shares and Performance Units
may be granted under this Plan upon its adoption by the Board;
provided that, unless amendments to this Plan presented to the
Company&#146;s shareholders at the Company&#146;s 2001 annual
meeting of shareholders are approved by shareholders at that
meeting, none of such amendments that require shareholder
approval under the terms of this Plan as in effect on
September&nbsp;15, 1999, shall be effective.

<P align="center">15

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