Incentive Compensation Plan Form of Performance Shares Award Agreement

1.

Performance Shares as authorized under Article 9 of the Plan.

2.

«Performance_Shares »

3.

«Award_Date »

4.

Total Shareholder Return (“TSR”) during the three-year Performance Period, as
outlined in Article 12 of the Plan. For purposes of this Award, TSR shall be
expressed as a compound annual growth rate.

5.

The Performance Period for this Award begins on the first day of the
Company153s 2008 fiscal year and ends on the last day of the Company153s 2010 fiscal
year.

6.

After completion of the Performance Period, the number of Performance Shares
earned under this Agreement will be based 50% on Absolute TSR and 50% on
Relative TSR. For purposes of this Award, TSR shall be expressed as a compound
annual growth rate and calculated as follows:

TSR = ( Ending Stock Price + ) (1/3) Dividends Paid : 1

: Beginning Stock Price

“Beginning Stock Price” shall mean the average closing price as reported on
the New York Stock Exchange (or such other principal exchange as the Company153s
Class A Common Stock may be traded from time to time) of one (1) Share for the
twenty (20) trading days immediately prior to the first day of the Performance
Period. “Ending Stock Price” shall mean the average closing price as reported on
the New York Stock Exchange (or such other principal exchange as the Company153s
Class A Common Stock may be traded from time to time) of one (1) Share for the
last twenty (20) trading days of the Performance Period. “Dividends Paid” shall
include all dividends paid as described in Section 7 of this Award Agreement.

A.

Absolute TSR

To determine the number of Performance Shares earned based upon Absolute TSR,
the Target Number of Performance Shares under this Award shall first be
multiplied by 50%. Following the determination of TSR, Absolute TSR shall be
determined based on the following chart. Interpolation shall be used in the
event the percent does not fall directly on one of the percentages listed in the
table below and in no event will the payout as a percent of target exceed 200%.

24

% and above

200

%

21

%

175

%

18

%

150

%

15

%

125

%

12

%

100

%

9

%

75

%

6

%

50

%

<6

%

0

%

B.

Relative TSR

To determine the number of Performance Shares earned based upon Relative TSR,
the Target Number of Performance Shares under this Award shall first be
multiplied by 50%.

To determine Relative TSR, a Peer Group of companies approved by the
Committee will be used. The Peer Group will be ranked from highest Total
Shareholder Return expressed as a compound annual growth rate to lowest Total
Shareholder Return expressed as a compound annual growth rate. The number of
Performance Shares earned based upon Relative TSR shall then be determined by
comparing the Company153s TSR expressed as a compound annual growth rate to the
Peer Group and based upon the following chart. Interpolation shall be used in
the event the Company153s percentile rank does not fall directly on one of the
ranks listed in the table below and in no event will the payout as a percent of
target exceed 200%.

90^th Percentile and above

200

%

80^th Percentile

175

%

70^th Percentile

150

%

60^th Percentile

125

%

50^th Percentile

100

%

40^th Percentile

75

%

30^th Percentile

50

%

<30^th Percentile

0

%

C.

Total Performance Shares Earned and Vesting

The total number of Performance Shares earned is determined by adding the
Performance Shares earned based upon Absolute TSR and the Performance Shares
earned based upon Relative TSR. Earned Performance Shares will vest on the last
day of the Company153s 2010 fiscal year and be paid in Shares as soon as
administratively practicable following the close of the applicable Performance
Period.

7.

Any dividends declared during the Performance Period with respect to the
Shares underlying your earned Performance Shares will be paid as soon as
practicable following the end of the Performance Period, either in cash or in
stock, as determined by the Board of Directors. Cash equivalents will be valued
as of the date(s) on which the dividend(s) were declared during the Performance
Period. Stock dividends will be valued at the Fair Market Value measured at the
end of the Performance Period and will be governed by Article 17.1 of the Plan.
Any payments made are not actual dividends (see Section 12). You do not become a
shareholder during the Performance Period, but rather at the date of vesting
upon transfer of the Shares into your name.

8.

a)

If you die or become totally and permanently disabled while an Employee
during the Performance Period, the target number of Performance Shares will be
deemed earned and the corresponding shares vested according to the following
schedule. Any remaining unearned Performance Shares will be forfeited.

If death or qualifying disability occurs from the beginning of the
Performance Period through the last day of the Company153s 2008 fiscal year,
«Vesting_1 » Performance Shares will immediately be earned and the corresponding
shares vested.

If death or qualifying disability occurs from the first day of the Company153s
2009 fiscal year through the last day of the Company153s 2009 fiscal year,
«Vesting_2 » Performance Shares will immediately be earned and the corresponding
shares vested.

If death or qualifying disability occurs from the first day of the Company153s
2010 fiscal year through the last day of the Company153s 2010 fiscal year,
«Vesting_3 » Performance Shares will immediately be earned and the corresponding
shares vested.

b)

In the event of your retirement during the Performance Period, you will be
treated as continuing in employment for purposes of earning and vesting in your
Award. You will be considered to have retired if your termination of employment
occurs after your age plus years of continuous service total 80 or more.

9.

a)

All unearned Performance Shares will be forfeited upon a termination of your
employment during the Performance Period for any reason other than death, total
and permanent disability or retirement.

b)

Pursuant to Article 15.4 of the Plan, if you engage in any Competition with
the Company (as defined in the Plan and determined by the Administrative
Committee in its discretion) you will immediately and permanently forfeit the
right to receive payment from this Award, whether or not vested. You must return
to the Company any gain resulting from this Award at any time within the
twelve-month period preceding the date you engaged in Competition with the
Company.

10.

Pursuant to Article 16.1 of the Plan, upon a Change in Control after
«CIC_Trigger », the target payout opportunity under this Award shall be deemed to
have been fully earned for the entire Performance Period as of the effective
date of the Change in Control. Vesting shall be accelerated as of the effective
date of the Change in Control, and there shall be paid to you within thirty (30)
days following the effective date of the Change in Control a pro rata number of
Shares based upon an assumed achievement of all relevant targeted performance
goals and upon the length of time within the Performance Period which has
elapsed prior to the Change in Control.

11.

Performance Shares may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.

12.

During the Performance Period, you will not have voting rights with respect
to your Performance Shares and, other than as set forth in Section 7 of this
Award Agreement, you will not be entitled to receive any dividends declared with
respect to your Performance Shares. After the Performance Period, your Shares
will vest and you will obtain voting rights and be entitled to receive any
dividends.

13.

The Company will make the required tax reporting to you and the IRS and any
other authority to whom social security and income tax is due. The Company has
the right to withhold Shares or cash that would otherwise be received by you for
the statutory minimum Federal, state, social security, medicare, local, or
foreign authority withholding tax due. The Company may also collect withholding
tax directly from you. You may also elect to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction.

14.

This Award Agreement and the rights of the Participant hereunder are subject
to all the terms and conditions of the Plan, as the same may be amended from
time to time, as well as to such rules and regulations as the Committee may
adopt for administration of the Plan. It is expressly understood that the
Committee or its designee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and
this Award Agreement, all of which will be binding upon the Participant.

15.

This Award Agreement will 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.

16.

To the extent not preempted by federal law, this Award Agreement will be
governed by, and construed in accordance with, the laws of the State of
Michigan, USA.

17.

This Award Agreement may be amended or modified by the Committee as long as
the amendment or modification does not materially adversely affect your Award,
provided, however, that the Company may amend this Award Agreement in any manner
reasonably intended to avoid the acceleration of tax and the possible imposition
of penalties under Section 409A of the Code.

(a)

that the Plan is discretionary in nature and may be suspended or terminated
at any time;

(b)

that each grant of a Performance Share is a one-time benefit which does not
create any contractual or other right to receive future grants of Performance
Shares, or benefits in lieu of Performance Shares;

(c)

that all determinations with respect to future grants, if any, including, but
not limited to, the times when the Performance Shares will be granted, the
number of Shares subject to each grant, and the time or times when each Share
will vest, will be at the sole discretion of the Board of Directors;

(d)

that your participation in the Plan does not create a right to further
employment with your employer and will not interfere with the ability of your
employer to terminate your employment relationship at any time with or without
cause;

(e)

that your participation in the Plan is voluntary;

(f)

that the value of the Performance Shares is an extraordinary item of
compensation which is outside the scope of your employment contract, if any;

(g)

that the Performance Shares are not part of normal and expected compensation
for purposes of calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments;

(h)

that the right to the grant ceases upon termination of employment for any
reason except as may otherwise be explicitly provided in the Plan or this Award
Agreement; and

(i)

that the future value of the Performance Shares is unknown and cannot be
predicted with certainty.

«First_Name » «Last_Name »

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