By-Laws

As amended through December 11, 2025

    The registered office of the Company shall be in the City of Wilmington, County of New Castle, State of Delaware. The Company may also have an office in the City of Dearborn, State of Michigan, and at such other places as the Board of Directors may from time to time determine or as the business of the Company may require. The books and records of the Company may be kept (except as otherwise provided by law) at the office of the Company in the City of Dearborn, State of Michigan, outside of the State of Delaware, or at such other places as from time to time may be determined by the Board of Directors.

    The annual meeting of the stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held at such date, place (if any) and time as may be fixed by resolution of the Board of Directors.

    Special meetings of the stockholders shall be held at the office of the Company in the City of Dearborn, State of Michigan, unless otherwise determined by resolution of the Board of Directors, whenever called by the Chair of the Board of Directors or the President, or by resolution of the Board of Directors, and by the Board of Directors upon written request submitted to the Corporate Secretary by or on behalf of the holders of thirty percent (30%) or more of the total number of outstanding shares of any class of stock the holders of which are entitled to vote on every matter that is to be voted on without regard to class at such meeting. Such written stockholder notice to the Secretary shall be submitted at the principal executive offices of the Company and shall include the requested date and time for such meeting and proper purpose thereof. The Board of Directors shall set the date, time, and place (if any) for such meeting and the record date for such meeting.

Except as otherwise provided by law, not less than twenty (20) nor more than sixty (60) days’ notice of stockholders’ meetings shall be given by the Chair of the Board of Directors, the President or the Secretary to stockholders of record having voting power in respect of the business to be transacted thereat. The notice shall state the date, time and place (if any), the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. No business other than that stated in the notice shall be transacted at any special meeting. Any previously scheduled meeting of the stockholders may be postponed, rescheduled or, except for any special meeting properly requested by stockholders pursuant to Section 2 of this Article II, cancelled by the Board of Directors.

    At any meeting of the stockholders the number of shares the holders of which shall be present or represented by proxy in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business shall be as expressly provided in Article FOURTH of the Restated Certificate of Incorporation of the Company (as it may be amended or restated from time to time, the “Certificate of Incorporation”). At any meeting of stockholders at which a quorum is not present, the chair of the meeting in accordance with Section 5 or the holders of shares entitled to cast a majority of all of the votes (computed, in the case of each share of Class B Stock, as provided in subsection 1.3 of said Article FOURTH) which could be cast at such meeting by the holders of outstanding shares of stock of the Company who are present in person or by proxy and who are entitled to vote on every matter that is to be voted on without regard to class at such meeting may adjourn the meeting from time to time. No notice of adjourned meetings needs to be given, except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed.

    The Chair of the Board of Directors, or in the Chair’s absence the Chief Executive Officer, or any other person designed by the Chair of the Board of Directors, the Chief Executive Officer or the Board of Directors, shall act as chair of meetings of the stockholders. The Board of Directors may designate any other officer or director of the Company to act as chair of any meeting in the absence of the Chair of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chair of any stockholders meeting in the absence of the Chair of the Board of Directors and such designee. The person presiding over the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting.

    The Secretary of the Company shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

    The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.

    Every stockholder entitled to vote at any meeting may vote in person or by proxy authorized by an instrument in writing or by an electronic transmission permitted by law filed in accordance with the procedures established for the meeting. No proxy shall be voted after three years from its date unless such proxy provides expressly for a longer period. Shares of the Company’s stock belonging to the Company shall not be voted upon directly or indirectly.

    A complete list of stockholders entitled to vote at any meeting of stockholders shall be prepared, in alphabetical order by class, by the Company no later than the tenth (10th) day before each meeting of stockholders and such list shall be open to the examination of any stockholder of record for any purpose germane to the meeting for a period of at least ten days ending on the day before the meeting date in accordance with the laws of the State of Delaware. The stock ledger shall be the only evidence of the identity of the stockholders entitled to examine such list.

    To the full extent permitted by applicable law, any transaction that is or may be void or voidable on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed by the Board of Directors or by the holders of Common Stock and the holders of Class B Stock voting as provided in subsection 1.6 of Article FOURTH of the Certificate of Incorporation, and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Company and all of its stockholders.

    All votes at any meeting of stockholders shall be determined by one or more inspectors of election appointed for the purpose either by the Board of Directors or by the person presiding over the meeting. The inspectors of election shall have the duties prescribed by the laws of the State of Delaware.

(A)Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Company’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any authorized committee thereof or (c) by any stockholder of the Company who was a stockholder of record of the Company at the time the notice provided for in this Section 10 is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 10.

        (2)    For any nominations or other business to be properly brought before an annual

meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 10, the stockholder must have given timely notice thereof in writing to the Secretary and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company.

The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Securities Exchange Act of 1934, as amended (as may be amended from time to time, the “Exchange Act”), including with respect to any statements or information required to be provided to the Company pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the public announcement of an adjournment, recess or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Such stockholder’s notice shall set forth:

(a)as to each person whom the stockholder proposes to nominate for election as a director,

(i) the name, age, business address and residence address of such person,

(ii) the principal occupation or employment of such person,

(iii) the number of shares of each class and series of capital stock of the Company that are held of record or are beneficially owned by such person and by any Affiliates or Associates (each within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these By-Laws) of such person, including any such shares of capital stock of the Company with respect to which such person, or any Affiliates or Associates of such person, has the right to acquire beneficial ownership at any time in the future,

(iv) a description of any agreement, arrangement or understanding that has been entered into by, or on behalf of, such person with respect to the Company’s securities, whether or not any instrument or right in respect to such agreement, arrangement or understanding shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Company (including any agreement, arrangement or understanding, regardless of the form of settlement, with respect to any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares),

(v) any direct or indirect interest of such person, or any Affiliates or Associates of such person, in any employment agreement, collective bargaining agreement or consulting agreement with the Company,

(vi) all other information relating to such person, or any Affiliates or Associates of such person, that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, and (viii) such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected;

(b)as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-Laws of the Company, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting and (iv) any substantial interest (within the meaning of Item 5 of Regulation 14A under the Exchange Act) in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

(c)as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (ii) a representation as to whether such stockholder or such beneficial owner has complied with all applicable legal requirements in connection with its acquisition of shares or other securities of the Company, and (iii) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination;

(d)as to each of the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, and any Affiliates or Associates of such stockholder or beneficial owner (each such person or entity contemplated by this clause (d), a “Proposing Person”),

(i) the number of shares of each class and series of capital stock of the Company that are held of record or are beneficially owned by such Proposing Person, including any such shares of capital stock of the Company with respect to which each such Proposing Person has a right to acquire beneficial ownership at any time in the future,

(ii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such Proposing Person and any other person (including any nominee), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders, including any agreements, arrangements or understandings relating to the funding of such nomination(s) or such proposal (including the funding of any proxy contest) and any agreements, arrangements or understandings relating to any compensation or payments to be paid to any proposed nominee(s) (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding),

(iii) a description of any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Company or any of its officers or directors, or any Affiliate of the Company,

(iv) a description of any agreement, arrangement or understanding that has been entered into by, or on behalf of, such Proposing Person with respect to the Company’s securities, whether or not any instrument or right in respect to such agreement, arrangement or understanding shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposing Person, with respect to securities of the Company (including any agreement, arrangement or understanding, regardless of the form of settlement, with respect to any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares),

(v) a representation whether the Proposing Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, (b) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination and/or (c) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, confirming that such person or group will deliver, through means satisfying each of the conditions that would be applicable to the Company under either Exchange Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and/or form of proxy to holders of at least sixty-seven percent (67%) of the voting power of the Company’s capital stock entitled to vote generally in the election of directors,

(vi) a representation that promptly after any Proposing Person solicits the holders referred to in the representation required under the preceding clause, and in any event no later than five (5) business days before the applicable meeting, such Proposing Person will provide the Company with reasonable documentary evidence (as determined by the Company or one of its representatives, acting in good faith), which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and/or form of proxy to holders of such percentage of the Company’s stock,

(vii) any direct or indirect interest of such Proposing Person in any contract (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) with the Company, or any Affiliate of the Company,

(viii) all other information relating to such Proposing Person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder,

(x) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Company,

(xi) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Company, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Company, and

(xii) any performance-related fees (other than an asset-based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Company or any interests described in clause (d)(iv).

The foregoing notice requirements of this paragraph (A) of this Section 10 shall be deemed satisfied by a stockholder with respect to business other than a nomination, if the stockholder has notified the Company of such stockholder’s intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as the Company may reasonably require to determine the eligibility of such proposed nominee under the Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the Company, or any law or regulation applicable to the Company to serve as a director of the Company.

        (3)    Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 10 to the contrary, in the event that the number of directors to be elected to the Board of Directors at the annual meeting is increased effective after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 10 and there is no public announcement by the Company naming the nominees for the additional directorships or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 10 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

(B)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Company who is a stockholder of record at the time the notice provided for in this Section 10 is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 10. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Company calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 10 shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which the Company first makes a public announcement of the date of the special meeting at which directors are to be elected. A stockholder’s notice to the Secretary shall comply with the notice requirements of Section 10(A)(2). The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Company pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the public announcement of an adjournment, recess or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C)General. (1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible to be elected at an annual or special meeting of stockholders of the Company to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 10. Except as otherwise provided by law, the chair of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 10 (including whether the Proposing Person solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(d)(v) of this Section 10) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 10, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Company to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Section 10, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

        (2)    For purposes of this Section 10, (a) “public announcement” shall include disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder and (b) “close of business” shall mean 5:00 P.M., Eastern time.

(3)    Notwithstanding the foregoing provisions of this Section 10, a stockholder shall also comply with all applicable requirements of state and federal law, including the Exchange Act and the rules and regulations promulgated thereunder, the Certificate of Incorporation and these By-Laws with respect to the matters set forth in this Section 10; provided however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 10 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 10 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of paragraph (A)(2) of this Section 10, business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act). Nothing in this Section 10 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals or nominations in the Company’s proxy statement pursuant to applicable rules and regulations promulgated under the

Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

        (4)    In addition to the requirements set forth elsewhere in these By-Laws, to be eligible to be a nominee for election or re-election as a director of the Company, such proposed nominee or a person on such proposed nominee’s behalf must deliver (with respect to a nomination made by a stockholder pursuant to this Section 10, in accordance with the time periods for delivery of timely notice under this Section 10), to the Secretary at the principal executive offices of the Company a completed and signed questionnaire with respect to the background and qualification of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request by a stockholder of record no later than seven (7) business days after such written request is received) and a written representation and agreement (which form of representation and agreement shall be provided by the Secretary upon written request by a stockholder of record no later than seven (7) business days after such written request is received) that such proposed nominee (i) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company prior to or concurrently with the submission of the notice from the stockholder required by this Section 10 or (y) any Voting Commitment that could limit or interfere with such proposed nominee’s fiduciary duties under applicable law if elected as a director of the Company, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Company prior to or concurrently with the submission of the notice from the stockholder required by this Section 10, and (iii) would be in compliance, if elected as a director of the Company, and will comply with, all applicable publicly disclosed corporate governance, code of conduct and ethics, conflict of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines of the Company applicable to directors.

        (5)    A stockholder providing notice of a proposed nomination for election to the Board of Directors (given pursuant to this Section 10) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice pursuant to clauses (A)(2) of this Section 10 shall be true and correct (x) as of the record date for the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered in writing to the Secretary at the principal executive offices of the Company not later than five (5) days after the record date for the meeting (in the case of any update and supplement required to be made as of the record date for the meeting) and not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 10 or any other section of these By-Laws shall not limit the Company’s rights with respect to any deficiencies in any stockholder’s notice, extend any applicable deadlines under these By-Laws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s notice under these By-Laws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders.

(6) Notwithstanding anything to the contrary in these By-Laws, unless otherwise required by law, if any Proposing Person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)) with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Company that such Proposing Person has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Company’s proxy statement, notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded). Upon request by the Company, if a stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)), such Proposing Person shall deliver to the Secretary at the principal executive offices of the Company, no later than five (5) days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

        (7)     Any stockholder directly or indirectly soliciting proxies from other stockholders in connection with any annual or special meeting of stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by or on behalf of the Board of Directors.

    For the purposes of these By-Laws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(A)participate in a meeting of stockholders; and

(B)be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Company shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Company shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Company

Except as provided by the laws of the State of Delaware or by the Certificate of Incorporation, the business and affairs of the Company shall be managed by or under the direction of a Board of Directors of not less than ten and not more than twenty directors, the exact number of which shall be fixed from time to time by resolution of the Board. Each director shall be elected annually by ballot by the holders of Common Stock and the holders of Class B Stock voting as provided in subsection 1.6 of Article FOURTH of the Certificate of Incorporation, at the annual meeting of stockholders, to serve until such director’s successor shall have been elected and shall have qualified.

    The directors may hold their meetings outside of the State of Delaware, at the office of the Company in the City of Dearborn, State of Michigan, or at such other place, if any, as from time to time they may determine.

    Regular meetings of the Board of Directors may be held at such time and place, if any, as shall from time to time be determined by the Board of Directors.

    Special meetings of the Board of Directors shall be held whenever called (i) by the Chair of the Board of Directors or the President or (ii) by the Secretary at the written request of one-third of the directors then in office.

    The Secretary or an Assistant Secretary shall give notice of the time and place of holding of meetings of the Board of Directors or any committee of the Board of Directors by mailing such notice not later than during the second (2nd) day preceding the day on which such meeting is to be held, or by sending a facsimile or electronic transmission or other form of recorded communication containing such notice or delivering such notice personally or by telephone not later than during the first day preceding the day on which such meeting is to be held to each director of the Board of Directors or such committee, as the case may be.

    The purpose of any regular or special meeting of the Board of Directors need not be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting, either before or after such meeting. Unless otherwise stated in the notice thereof any and all business may be transacted at any meeting.

    A third of the total number of members of the Board of Directors then in office, but in no event less than three, shall constitute a quorum for the transaction of business; but if at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice or waiver. Except as otherwise provided by law or by the Certificate of Incorporation, or by these By-Laws, a majority of the directors present at any meeting at which a quorum is present may decide any question brought before such meeting.

    The Board of Directors shall elect one of its members to be Chair of the Board of Directors. The Chair of the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these By-Laws, including its responsibility to oversee the performance of the Company, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to time may be delegated to the Chair by the Board of Directors.

    Meetings of the Board of Directors shall be presided over by the Chair of the Board of Directors, or in the Chair’s absence, by such other person as the Board of Directors may designate or the members present may select.     

    Section 5. Manner of Acting.

(A)Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(B)Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained.

    In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors shall have and may exercise all such powers of the Company and do all such lawful acts and things that are not by statute or by the Certificate of Incorporation, or by these By-Laws directed or required to be exercised or done by the stockholders.

    Each director, each member of any committee designated by the Board of Directors and each officer, in the performance of such director’s, committee member’s or officer’s duties, shall be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Company.

    Section 8. Compensation of Directors.

    Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, services as Chair of the Board of Directors, or members of committees of the directors or as chairs thereof; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity and receiving compensation therefor.

    

The Board of Directors may from time to time create or eliminate one or more standing committees of the Board of Directors, including but not limited to: an Audit Committee, a Compensation, Talent and Culture Committee, a Sustainability, Innovation and Policy Committee, a Finance Committee and a Nominating and Governance Committee. Each such standing committee shall have such powers as may be delegated to it by the Board of Directors. The Board of Directors may from time to time establish additional standing committees or special or other committees of the Board of Directors, each of which shall have such powers and functions as may be delegated to it by the Board of Directors.

Each such committee shall consist of two or more directors, the exact number being determined from time to time by the Board of Directors; provided, however, that membership on the Audit Committee, the Compensation, Talent and Culture Committee and the Nominating and Governance Committee shall be limited to directors who are not officers or employees of the Company. Designations of the Chair and members of each such committee, and, if desired, a Vice Chair and alternates for members, shall be made by the Board of Directors; provided that the Board of Directors may delegate the selection of a Chair or Vice Chair of any committee to the committee. Each such committee shall have a secretary who shall be designated by its chair. A vice chair or another member of a committee selected by the committee shall act as the chair of the committee in the absence or disability of the chair. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum exists, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

    Each committee may fix its own rules and procedures and shall meet at such times and places as may be provided by such rules, by resolution of the committee or by call of the chair or vice chair. Notice of meeting of each committee, other than of regular meetings provided for by its rules or resolutions, shall be given to committee members in accordance with Section 3 of Article III of these By-Laws. The presence of one-third of its members, but not less than two, shall constitute a quorum of any committee, and all questions shall be decided by a majority vote of the members present at the meeting. All action taken at each committee meeting shall be recorded in minutes of the meeting.

    The officers of the Company may consist of: an Executive Chair of the Board of Directors (“Executive Chair”), who shall be chosen from among the directors, a Chief Executive Officer and a President and a Chief Financial Officer who is also a Vice President or Vice Chair of the Company, and may also include one or more Vice Chairs of the Company, one or more Vice Presidents (any one or more of whom may be given an additional designation of rank, such as “Executive Vice President” or “Senior Vice President,” or function), a Treasurer, a Controller, a Secretary and such other officers as the Board of Directors may deem necessary, or desirable, each of whom shall be elected by the Board of Directors to hold office until such officer’s successor shall have been chosen and shall have qualified. The Board of Directors may elect or appoint one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall have such authority, shall perform such duties and shall hold office for such term as may be prescribed by the Board of Directors from time to time. Any person may hold at one time more than one office.

    

    Subject to the provisions of these By-Laws, the Chair of the Board shall have all powers commonly incident to such position or which are or from time to time may be delegated to the Chair by the Board of Directors, or which are or may at any time be authorized or required by law.

    Subject to the provisions of these By-Laws and to the direction of the Board of Directors and the Chair of the Board, the Chief Executive Officer shall have ultimate authority for decisions relating to the general management and control of the affairs and business of the Company and shall perform all other duties and exercise all other powers commonly incident to the position of Chief Executive Officer or which are or from time to time may be delegated to the Chief Executive Officer by the Chair of the Board or by the Board of Directors, or which are or may at any time be authorized or required by law. The Chief Executive Officer may redelegate from time to time and to the full extent permitted by law, in writing, to officers or employees of the Company any or all of such duties and powers, and any such redelegation may be either general or specific. Whenever the Chief Executive Officer so shall delegate any authority, the Chief Executive Officer shall file a copy of the redelegation with the Secretary of the Company.

    There shall be a President of the Company who may also be the Chief Executive Officer of the Company. Subject to the provisions of these By-Laws and to the direction of the Board of Directors, the Chair of the Board and the Chief Executive Officer, the President shall have such powers and shall perform such duties as from time to time may be delegated to the President by the Board of Directors, the Chair of the Board or the Chief Executive Officer, or which are or may at any time be authorized or required by law.

    Each of the Vice Chairs of the Company and each of the Vice Presidents who are officers of the Company shall have such powers and shall perform such duties as may be delegated to such officers by the Board of Directors, by the Chair of the Board or by the President.

    In addition, the Board of Directors shall designate one of the Vice Chairs of the Company or Vice Presidents as the Chief Financial Officer, who, among such officer’s other powers and duties, shall provide and maintain, subject to the direction of the Board of Directors and the Finance Committee, financial and accounting controls over the business and affairs of the Company. Such office shall maintain, among others, adequate records of the assets, liabilities and financial transactions of the Company, and shall direct the preparation of financial statements, reports and analyses. The Chief Financial Officer shall perform such other duties and exercise such other powers as are incident to such functions, subject to the control of the Board of Directors.

    The Treasurer, subject to the direction of the Board of Directors, shall have the care and custody of all funds and securities which may come into the Treasurer’s hands. When necessary or proper the Treasurer shall endorse on behalf of the Company, for collection, checks, notes and other obligations, and shall deposit all funds of the Company in such banks or other depositaries as may be designated by the Board of Directors or by such officers or employees as may be authorized by the Board of Directors so to designate. The Treasurer shall perform all acts incident to the office of Treasurer, subject to the control of the Board of Directors. The Treasurer may be required to give a bond for the faithful discharge of the Treasurer’s duties, in such sum and upon such conditions as the Board of Directors may require.

At the request of the Treasurer, any Assistant Treasurer, in the case of the absence or inability to act of the Treasurer, temporarily may act in the Treasurer’s place. In the case of the death of the Treasurer, or in the case of the Treasurer’s absence or inability to act without having designated an Assistant Treasurer to act temporarily in the Treasurer’s place, the Assistant Treasurer so to perform the duties of the Treasurer shall be designated by the Chair of the Board, the President or a Vice Chair of the Company.

    The Secretary shall keep the minutes of the meetings of the stockholders and of the Board of Directors, and, when required, the minutes of meetings of the committees, and shall be responsible for the custody of all such minutes. Subject to the direction of the Board of Directors, the Secretary shall have custody of the stock ledgers and documents of the Company. The Secretary shall have custody of the corporate seal and shall affix and attest such seal to any instrument whose execution under seal shall have been duly authorized. The Secretary shall give notice of meetings and, subject to the direction of the Board of Directors, shall perform all other duties and enjoy all other powers commonly incident to the Secretary’s office.

    At the request of the Secretary, any Assistant Secretary, in the case of the absence or inability to act of the Secretary, temporarily may act in the Secretary’s place. In the case of the death of the Secretary, or in the case of the Secretary’s absence or inability to act without having designated an Assistant Secretary to act temporarily in the Secretary’s place, the Assistant Secretary or other person so to perform the duties of the Secretary shall be designated by the Chair of the Board, the President or a Vice Chair of the Company.

    The Company may have a General Counsel who shall be appointed by the Board of Directors and who shall have general supervision of all matters of a legal nature concerning the Company.

    The Controller shall have such powers and shall perform such duties as may be delegated to the Controller by the Board of Directors, the Chair of the Board, the President, or the appropriate Vice Chair of the Company or Vice President.

    Any officer may be removed, either with or without cause, by the Board of Directors at any meeting thereof. Any officer of the Company may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Chair of the Board. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    Any director, officer or agent of the Company, or any member of any committee, may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, to the Chair of the Board of Directors, to the President or to the Secretary of the Company. Any such resignation shall take effect at the time specified therein, or if the time be not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective unless the resignation requires acceptance.

    At any meeting thereof called for the purpose, the holders of Common Stock and the holders of Class B Stock voting as provided in subsection 1.6 of Article FOURTH of the Certificate of Incorporation, may remove from office or terminate the employment of any director, officer or agent with or without cause.

    Any vacancy in the office of any director through death, resignation, removal, disqualification, increase in the number of directors or other cause may be filled by the directors then in office (in the case of vacancies in the Board, by the affirmative vote of a majority of the directors then in office, even though less than a quorum) and the person so elected shall hold office until such person’s successor shall have been elected and shall have qualified.

CAPITAL STOCK - SEAL

    The shares of capital stock of the Company shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock (other than Class B stock) shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates shall be entitled to have a certificate in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. The certificates shall be signed by any two authorized officers of the Company (it being understood that each of the Chair of the Board, the President, a Vice Chair, a Vice President who is an officer of the Company, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary shall be an authorized officer for such purpose). Any and all signatures may be facsimiles.

    All certificates shall bear the name of the person owning the shares represented thereby, shall state the number of shares represented by such certificate and the date of issue; and such information shall be entered in the Company’s original stock ledger.

    It shall be the duty of every stockholder to notify the Company of such stockholder’s address and of any change therein. The latest address furnished by each stockholder shall be entered on the original stock ledger of the Company and the latest address appearing on such original stock ledger shall be deemed conclusively to be the address and the last-known address of such stockholder. If any stockholder shall fail to notify the Company of such stockholder’s address, it shall be sufficient to send corporate notices to such stockholder at the address, if any, understood by the Secretary to be such stockholder’s address. For purposes of this Section 2, the term “stockholder” refers to a person or entity who is a stockholder of record of the Company.

Any person claiming a stock certificate in lieu of one lost, destroyed or stolen, shall give the Company an affidavit as to such person’s ownership of the certificate and of the facts which go to prove that it has been lost, destroyed or stolen. If required by the Board of Directors, such person also shall give the Company a bond, in such form as may be approved by the Board of Directors, sufficient to indemnify the Company against any claim that may be made against it on account of the alleged loss of the certificate or the issuance of a new certificate or uncertificated share.

    The Board of Directors may fix in advance a date (i) not more than sixty (60) nor less than ten (10) days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, (ii) not more than sixty (60) days preceding the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of stock shall go into effect (other than conversions or exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of the Certificate of Incorporation) as a record date for the determination of stockholder entitled to payment of any such dividend or to any such allotment of rights or to exercise the rights in respect of any such change, or conversion or exchange of stock (other than conversions or exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of the Certificate of Incorporation, or (iii) not more than ten (10) days after adoption of the resolution fixing such date, as a record date for the determination of the stockholders entitled to consent in writing to corporate action; and in any such case, such stockholders and only such stockholders, as shall be stockholders of record on the date so fixed, shall be entitled, subject to the provisions of Article FOURTH of the Certificate of Incorporation), to such notice of and to vote at such meeting and any adjournment thereof or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Company after such record date.

    The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with any of the provisions of Sections 2, 3, 4 or 5 of Article FOURTH of the Certificate of Incorporation, as it may deem expedient, concerning the issue, transfer and registration of certificates for shares of the stock of the Company.

    The corporate seal shall have inscribed thereon the name of the Company, the year of its organization and the words “Corporate Seal” and “Delaware.” If and when so authorized by the Board of Directors, a duplicate of the seal may be kept and used by the Secretary or Treasurer or by any Assistant Secretary or Assistant Treasurer.

Except as otherwise prescribed in these By-Laws, such officers, employees or agents of the Company as shall be specified by the Board of Directors shall sign, in the name and on behalf of the Company, all deeds, bonds, contracts, mortgages and other instruments or documents, the execution of which shall be authorized by the Board of Directors; and such authority may be general or confined to specific instances. Except as so authorized by the Board of Directors, no officer, agent or employee of the Company shall have power or authority to bind the Company by any contract or engagement or to pledge, mortgage, sell or otherwise dispose of its credit or any of its property or to render it pecuniarily liable for any purpose or in any amount.

    Except as otherwise provided in these By-Laws, all checks, drafts, notes, bonds, bills of exchange or other orders, instruments or obligations for the payment of money shall be signed by such officer or officers, employee or employees, or agent or agents, as the Board of Directors shall by resolution direct. The Board of Directors may, in its discretion, also provide by resolution for the countersignature or registration of any or all such orders, instruments or obligations for the payment of money.

    The fiscal year of the Company shall begin the first day of January in each year.

    As used in these By-Laws and in the Certificate of Incorporation, the words “original stock ledger” shall mean the record maintained by the Secretary of the Company of the name and address of each of the holders of record of shares of any class or series of stock of the Company, and the number of shares and the numbers of the certificates for such shares held by each of them, taking into account transfers at the time made by and recorded on the transfer sheets of each of the Transfer Agents of the Company although such transfers may not then have been posted in the record maintained by the Secretary.

    Whenever any notice whatever is required by these By-Laws or by the Certificate of Incorporation, or by any of the laws of the State of Delaware to be given to any stockholder, director or officer, such notice, except as otherwise provided by the laws of the State of Delaware, may be given personally or by telephone or be given by facsimile or, to the extent permissible by the laws of the State of Delaware, electronic transmission or other form of recorded communication addressed to such stockholder at the address set forth as provided in Section 2 of Article VII, or to such director or officer at such director’s or officer’s Company location, if any, or at such address as appears on the books of the Company, or the notice may be given in writing by depositing the same in a post office, or in a regularly maintained letter box, in a postpaid, sealed wrapper addressed to such stockholder at the address set forth in Section 2 of Article VII, or to such director or officer at such director’s or officer’s Company location, if any, or such address as appears on the books of the Company.

    Any notice given by facsimile or electronic transmission or other form of recorded communication shall be deemed to have been given as provided by the laws of the State of Delaware or, if not so provided, when it shall have been transmitted or delivered for transmission, as applicable. Any notice given by mail shall be deemed to have been given when it shall have been mailed. Any notice given by any other permissible means shall be deemed to have been given as provided by the laws of the State of Delaware.

    A waiver of any such notice in writing, including by facsimile or electronic transmission or other form of recorded communication, signed or dispatched by the person entitled to such notice or by such person’s authorized attorney, whether before or after the time stated therein, shall be deemed equivalent to the notice required to be given, and the presence at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person.

    

    The Board of Directors (whose authorization in this connection shall be necessary in all cases) may from time to time appoint an attorney or attorneys or agent or agents of the Company, or may at any time or from time to time authorize the Chair of the Board, the President, any Vice Chair of the Company, any Vice President who is an officer of the Company, the Treasurer or the Secretary to appoint an attorney or attorneys or agent or agents of the Company, in the name and on behalf of the Company, to cast the votes which the Company may be entitled to cast as a stockholder or otherwise in any other corporation or association, any of the stock or securities of which may be held by the Company, at meetings of the holders of the stock or other securities of such other corporation or association, or to consent in writing to any action by any such other corporation or association, and the Board of Directors or any aforesaid officer so authorized may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and the Board of Directors or any aforesaid officer so authorized may from time to time authorize the execution and delivery, on behalf of the Company and under its corporate seal, or otherwise, of such written proxies, consents, waivers or other instruments as may be deemed necessary or proper in the premises.

    (a) Any books or records administered by or on behalf of the Company in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided, however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time. The Company shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these By-Laws, or the provisions of the Delaware General Corporation Law.

    (b) Except to the extent otherwise required by law, or by the Certificate of Incorporation, or by these By-Laws, the Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the stock ledger, books, records, and accounts of the Company, or any of them, shall be open to inspection by the stockholders and the stockholders’ rights, if any, in respect thereof. Except as otherwise provided by law, the stock ledger shall be the only evidence of the identity of the stockholders entitled to examine the stock ledger, the books, records, or accounts of the Company.

    Section 5. Certain Definitions.

    For purposes of these By-Laws:

(A)“Affiliate” has the meaning ascribed to it in Rule 12b-2 promulgated under the Exchange Act.

(B)“Associate” has the meaning ascribed to it in Rule 12b-2 promulgated under the Exchange Act.

(C)“Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), that creates a record that

may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

    The Board of Directors shall have power to make, alter, amend or repeal the By-Laws of the Company by vote of not less than a majority of the entire Board at any meeting of the Board. The holders of Common Stock and the holders of Class B Stock voting as provided in subsection 1.6 of Article FOURTH of the Certificate of Incorporation, shall have power to make, alter, amend or repeal the By-Laws at any regular or special meeting, if the substance of such amendment be contained in the notice of such meeting of stockholders.

    Unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws (in each case, as they may be amended from time to time) or as to which the laws of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware does not have jurisdiction then any other state court located in the State of Delaware, or if no state court in the State of Delaware has jurisdiction then the federal district court for the State of Delaware). Unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States. The Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court of the State of Delaware, or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to consent to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court of the State of Delaware, or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin, or otherwise enforce this Article XII with respect to, any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article XII (an “Inconsistent Action”) and (ii) having service of process made upon such person or entity in any such proceeding by service upon such person’s or entity’s counsel in such Inconsistent Action as agent for such person or entity.

(Amended and Restated Effective as of January 1, 2026)

The purpose of this Plan is to preserve certain benefits of employees on U.S. payroll under the Company's tax qualified General Retirement Plan and Savings and Stock Investment Plan by providing appropriate Equalization Benefits under this Plan in place of benefits which cannot be provided under such tax qualified plans because of limitations imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, as well as base salary amounts deferred to the Ford Motor Company Deferred Compensation Plan.

2.01“BEP Salary Reductions” shall mean that portion of salary at the basic salary rate which would have been credited to an Eligible Employee's account before January 1, 1985 pursuant to a salary reduction agreement under the SSIP but which, by reason of Code Section 415, exceeds salary reduction contributions that can be made by the Company on an Eligible Employee's behalf under the Tax-Efficient Savings Program of the SSIP.

2.02“Code” shall mean the Internal Revenue Code of 1986, as amended.

2.03“Committee” shall mean Chief People and Employee Experience Officer and Chief Financial Officer (or, in the event of a change in title, such officer’s functional equivalent), and such person or persons to whom the Chief People and Employee Experience Officer and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.

2.04“Company” shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.

2.05“Company Matching Equalization Benefit(s)” shall mean the benefit provided pursuant to Section 3.02(a) and 3.02 (b).

2.06“Compensation Committee” shall mean the Compensation, Talent and Culture Committee of the Board of Directors of Ford Motor Company, or its functional equivalent.

2.07“Credited Service” shall mean, without duplication, the Eligible Employee’s years and any fractional year of credited service under the GRP at the earlier of the Eligible Employee’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.

2.08“DCP” shall mean the Ford Motor Company Deferred Compensation Plan, as amended.

2.09“Designated Third Party Administrator” shall be the service provider employed by the Company to act as record keeper to maintain Eligible Employee subaccounts and process notional investment elections.

2.10“Eligible Employee(s)” shall mean a salaried employee of the Company whose benefits under the GRP and/or SSIP are limited as a result of the application of the limitations imposed by Code Sections 415 and/or 401(a)(17) or due to base salary deferrals under the DCP.

2.11“Eligible Surviving Spouse” shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive’s benefit commencement date and for at least one year as of the date of the Retired Executive’s death.

2.12“Equalization Benefit(s)” shall mean the benefits as described in Section 3.

2.13“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

2.14“ESAP” shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.

2.15“FERCO Equalization Benefit(s)” shall mean a monthly benefit provided pursuant to Section 3.04.

2.16“FERCO SRP” shall mean the Ford Electronics and Refrigeration Corporation Salaried Retirement Plan, as amended.

2.17“Freeze Date” shall mean the later of December 31, 2019, or the end of the month during which the Eligible Employee reaches 35 years of Credited Service.

2.18“FRP Contributions” shall mean the Company FRP Contributions, as defined in the SSIP, as amended.

2.19“FRP Equalization Benefit(s)” shall mean the benefit provided pursuant to Section 3.02(c).

2.20“GRP” shall mean the Ford Motor Company General Retirement Plan, as amended.

2.21“Limitations” shall mean the limitations on benefits and/or contributions imposed on qualified plans by Code Sections 415 and 401(a)(17).

2.22“Named Executive Officer(s)” shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.

2.23“Periodic GRP Equalization Benefit(s)” shall mean a monthly benefit provided pursuant to Section 3.01.

2.24“Plan” shall mean this Ford Motor Company Benefit Equalization Plan, as amended.

2.25“Plan Administrator” shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.

2.26“SSIP” shall mean the Ford Motor Company Savings and Stock Investment Plan, as amended.

2.27“SSIP Equalization Benefit Account” shall mean the account in which any FRP Equalization Benefit, Company Matching Equalization Benefit, and/or Special Retirement Benefit shall be credited.

2.28“Separation From Service” shall be determined to have occurred on the date on which an Eligible Employee incurs a “separation from service” within the meaning of Code Section 409A.

2.29“Special Periodic GRP Equalization Benefit(s)” shall mean a monthly benefit provided pursuant to Section 3.03.

2.30“Special Retirement Benefit(s)” shall mean a one-time contribution credited to an employee’s SSIP Equalization Benefit Account provided pursuant to Section 3.05.

2.31“Specified Employee” shall mean an employee of the Company who is a “Key Employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An Eligible Employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the Eligible Employee meets the definition of “Specified Employee” on the date the Eligible Employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).

2.32“Subsidiary” or “Subsidiaries” shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.

2.33“Totally and Permanently Disabled” shall mean an Eligible Employee who:

(a)is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);

(b)is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee's life; and

(c)has earned at least 10 years of credited service under the GRP.

3.01GRP Equalization Benefits.

(a)Eligibility.

A Periodic GRP Equalization Benefit shall be provided to any Eligible Employee (i) whose GRP benefit is subject to the Limitations or delayed pursuant to provisions set forth in (b)(iii), and (ii) who, at the time of Separation From Service is eligible for a benefit under the GRP

(b)Calculation of Periodic GRP Equalization Benefits.

The Periodic GRP Equalization Benefit shall be equal in amount to the difference between the GRP benefit the Eligible Employee would receive if the Eligible Employee commenced monthly GRP benefits in accordance with Section 3.01(c) and the corresponding monthly benefit that would be payable under the GRP without regard to the Limitations.

For purposes of determining the amount of such Periodic GRP Equalization Benefit, the Eligible Employee shall be treated as if such Eligible Employee elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP if married as of the date such Eligible Employee commences the Equalization Benefits, or the single life annuity form of benefit under the GRP if unmarried (including, a divorced or widowed Eligible Employee) as of the date such Eligible Employee commences the Equalization Benefits. The amount of any Periodic GRP Equalization Benefit payable to an Eligible Employee whose benefit under the ESAP is not offset or reduced by the amount of any GRP benefit payable to such Eligible Employee prior to age 65 shall be increased upon the Eligible Employee's attainment of age 65 to reflect an unreduced normal retirement benefit under the GRP. In determining the amount of the Periodic GRP Equalization Benefit, the Eligible Employee's salary shall be the Eligible Employee's salary (as that term is defined in the GRP) plus BEP Salary Reductions for periods before January 1, 1985 which are credited under this Plan pursuant to Section 3.02(a)(ii)(C) below, but the Eligible Employee shall not make contributions hereunder based on such BEP Salary Reductions.

(c)Payment of Periodic GRP Equalization Benefits.

i.The Periodic GRP Equalization Benefits shall be paid monthly by the Company to an Eligible Employee who has had a Separation From Service and, for distributions commencing on and after January 1, 2005, shall be paid commencing on, or as soon as reasonably practicable after, the first day of the month following the earliest of the following dates:

(A)    the first date on or after Separation From Service on which such Eligible Employee attains age 55, if the Separation From Service occurs prior to the date on which the Eligible Employee earns 30 years of Credited Service under the GRP;

(B)    the date of Separation From Service, if the Separation From Service occurs on or after the date on which the Eligible Employee earned 30 years of Credited Service under the GRP; or

(C)    the date on which such Eligible Employee is determined to be Totally and Permanently Disabled.

ii.Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Periodic GRP Equalization Benefit to such Specified Employee shall commence on, or as soon as reasonably practicable after, the first day of the seventh month following such Specified Employee’s Separation From Service. Any Periodic GRP Equalization Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.

iii.Upon an Eligible Employee's death, the Eligible Employee's Eligible Surviving Spouse will receive a monthly benefit under the Plan in an amount equal to the difference between any monthly GRP benefit the Eligible Surviving Spouse receives and the corresponding monthly benefit that would be payable to the Eligible Surviving Spouse under the GRP without regard to the Limitations. If GRP benefits were paid to an Eligible Employee or Eligible Surviving Spouse in a lump sum distribution, the amount of monthly benefit payable to the Eligible Surviving Spouse shall be determined based on the monthly annuity payment the Eligible Surviving Spouse would have received had the lump sum distribution not occurred. For purposes of determining the amount of such monthly benefit payable to the Eligible Surviving Spouse, the Eligible Employee shall be treated as if such Eligible Employee elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP. Payment of any such Eligible Surviving Spouse benefit shall commence as soon as reasonably practicable following the date of the Eligible Employee's death. Any such Eligible Surviving Spouse benefit shall cease upon the death of the Eligible Surviving Spouse.

iv.GRP Equalization Benefits commencing on or before December 31, 2004, shall be made in accordance with the terms and conditions of the Plan in effect at the time of such commencement. GRP Equalization Benefits commencing on and after January 1, 2005 shall be made as periodic payments pursuant to Section 3.01(b).

v.If the actuarially equivalent lump sum value of an Eligible Employee's Periodic GRP Equalization Benefit, determined in accordance with this Section does not exceed $5,000 (or $3,500 on or after January 1, 2009 and prior to January 1, 2017), such Periodic GRP Equalization Benefit shall be distributed in accordance with this Section. Periodic GRP Equalization Benefits shall not be distributed pursuant to this Section to any Eligible Employee who is eligible for benefits under any of the Company's other defined benefit non-qualified deferred compensation arrangements. The actuarially equivalent lump-sum value of any Periodic GRP Equalization Benefit distributed pursuant to this Section shall be paid on or as soon as reasonably practicable after the first day of )the month following the date on which such Periodic GRP Equalization Benefit otherwise would have commenced pursuant to Section 3.01. For purposes of this Section, actuarially equivalent lump-sum values shall be calculated by applying the rate of interest as prescribed under Code Section 417(e)(3)(C) for the fifth month prior to the first day of the calendar year in which such determination is made and the mortality table as prescribed under Code Section 417(e)(3)(B).

3.02SSIP Equalization Benefits.

(a)Company Matching Equalization Benefit: Pre-1985 Subaccount.

The provisions of this Subsection 3.02(a) shall apply in determining that part of an Eligible Employee's Company Matching Equalization Benefit subaccount based on periods of service until December 31, 1984.

(i)For an Eligible Employee who made the election regarding payroll deductions provided in this Subsection, or who elected to have credited under this Plan’s BEP Salary Reductions, a Company Matching Equalization Benefit shall be provided with respect to any class or classes of the SSIP before January 1, 1985 with respect to which Company or Eligible Employee contributions were subject to the Limitations.

(ii)If at any time during a plan year ending before January 1, 1985 it appeared that contributions by or on behalf of an Eligible Employee (including any related Company matching contributions) to the SSIP would be subject to the Limitations, such Eligible Employee may have elected to have the Company retain in its general funds and have credited for purposes of computing the Eligible Employee's subaccount of the Company Matching Equalization Benefit under this Subsection 3.02(a):

(A)    by payroll deduction authorization under this Plan that portion of the amount the Eligible Employee had elected to contribute as employee regular savings contributions to the SSIP for such pay period (by a payroll deduction authorization in effect for such pay period under the SSIP) which, when added to all other actual and projected Annual Additions as defined under the SSIP during such plan year, exceeded the Limitations.

(B)    that portion of regular savings and related earnings which have been returned to the Eligible Employee pursuant to the SSIP, and

(C)     the Eligible Employee's BEP Salary Reductions.

(iii)There has been established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(a) under the SSIP Equalization Benefit Account. This subaccount shall be equal to the amounts retained by the Company pursuant to Subsection 3.02(a)(ii), adjusted on the basis of investment performance and the Eligible Employee's election as to investment of funds under the SSIP and transfer of the value of employee and Company contributions under the SSIP as though contributions and credits to the Eligible Employee's account hereunder had been so invested, less any withdrawals pursuant to Subsection 3.02(a)(iv); provided, however, that an election by a Company officer of investment in Company common stock shall not apply under this Plan with respect to contributions pursuant to Subsection 3.02(a)(ii) (other than related Company matching contributions) which were made or credited hereunder by or on behalf of such Company officer; and the officer will be required to make any other investment election permitted under the SSIP with respect to such amounts.

(iv)An Eligible Employee may not withdraw any amounts in excess of the Eligible Employee's regular savings contributions under this Plan and may not borrow against the subaccount of the Eligible Employee's Company Matching Equalization Benefit.

(v)The Company Matching Equalization Benefit under this Subsection 3.02(a) shall be equal to the amount at the time of distribution credited to the Eligible Employee's subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(a)(iii).

(b)Company Matching Equalization Benefit: Post-1984 Subaccount.

The provisions of this Subsection 3.02(b) shall apply in determining an Eligible Employee's Company Matching Equalization Benefit subaccount based on periods of service beginning on or after January 1, 1985.

(i)If at any time during a plan year beginning on or after January 1, 1985 contributions by or on behalf of an Eligible Employee and related Company matching contributions to the SSIP are subject to the Limitations, there shall be credited for purposes of computing the Eligible Employee's Company Matching Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching contributions which would have been made under the SSIP based upon the Eligible Employee's SSIP elections, except that such Company matching contributions cannot be made because of the Limitations. For plan years beginning on or after January 1, 2005, if the amount credited as an Eligible Employee's Company Matching Equalization Benefit for a plan year increases or decreases as a result of a change in the Eligible Employee's SSIP deferral elections for such plan year, such increase or decrease in the SSIP Equalization Benefit shall be adjusted to the extent necessary to prevent such increase or decrease, when aggregated with all Company Matching Equalization Benefits credited for such plan year, from exceeding the amount of Company matching contributions that would have been contributed to the SSIP had the Limitations not applied.

(ii)If at any time during a plan year an Eligible Employee elects to defer base salary amounts to the DCP, there shall be credited for purposes of computing the Eligible Employee's Company Matching Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching contributions that would have been contributed to the SSIP had the Eligible Employee not made base salary deferrals to the DCP.

(iii)For periods on or after October 1, 1995 until May 31, 2007, any Company matching contributions credited for purposes of computing an Eligible Employee's Company Matching Equalization Benefit shall be credited in the form of units in the Ford Stock Fund rather than shares of Ford common stock. For periods on or after June 1, 2007, any Company matching contributions so credited shall be credited in the form of cash.

(iv)There shall be established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(b) under the SSIP Equalization Benefit Account. For periods prior to May 1, 1996, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), adjusted on the basis of investment performance and any election by the Eligible Employee to transfer the value of matured Company matching contributions under the SSIP, as though credits to the Eligible Employee's account hereunder had been so invested. For periods May 1, 1996 and after, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), and adjusted on the basis of investment performance attributable to any separate investment election made by an Eligible Employee (other than a Company officer) on or after May 1, 1996. The investment options for managing the subaccount shall be identical to the investment options specified in the SSIP, although they will have separate fund codes. Any BEP credits earned will be based on the investment options available under the SSIP. The Designated Third Party Administrator will maintain the accounts and process the elections and otherwise be the record keeper with respect to this subaccount. Company officers with this subaccount are not eligible to reallocate or transfer credits under the subaccount from the Ford Stock Fund to other investment options, or from other investment options to the Ford Stock Fund.

(v)An Eligible Employee may not withdraw any amounts credited under this Subsection 3.02(b) and may not borrow against this subaccount of the Eligible Employee's Company Matching Equalization Benefit. This subaccount will not accept rollovers from other plans.

(vi)The Company Matching Equalization Benefit under this Subsection 3.02(b) shall be equal to the amount at the time of distribution credited to the Eligible Employee's subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(b)(ii).

(vii)In the event of death of an Eligible Employee with a Company Matching Benefit Equalization subaccount, the balance of the subaccount shall be payable to the same beneficiary as the Eligible Employee has designated under the SSIP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.

    

(c)FRP Equalization Benefit Subaccount.

The provisions of this Subsection 3.02(c) shall apply in determining an Eligible Employee's FRP Equalization Benefit for periods of service beginning on or after January 1, 2004.

(i)The Company shall establish a book entry account for each Eligible Employee for purposes of computing the Eligible Employee's FRP Equalization Benefit under this Section 3.02. The Eligible Employee's FRP Equalization Benefit under this Subsection 3.02(a) shall be equal to the amount(s) credited to the book entry account at the time of distribution.

(ii)If, at any time during a plan year beginning on or after January 1, 2004, FRP Contributions made to the SSIP on behalf of an Eligible Employee are limited due to the application of the Limitations, there shall be credited to the book entry account established for the Eligible Employee pursuant to this Subsection 3.02(a) an amount equal to the amount of Company FRP Contributions that would have been made to the SSIP on behalf of the Eligible Employee but for the application of the Limitations.

(iii)Each Eligible Employee's book entry account also will be credited or debited with amounts determined based on investment options selected by the Eligible Employee under this Subsection 3.02(a)(iii). The investment options available for selection under this Subsection 3.02(a)(iii) shall be identical to the investment options available under the SSIP, but will have separate fund codes. Each Eligible Employee shall select which investment options are to be used in determining the Eligible Employee's FRP Equalization Benefit. In the absence of an investment selection by an Eligible Employee, the Eligible Employee's book entry account will be credited or debited with amounts based on the appropriate target date – retirement fund offered under the SSIP as identified by the Company for the Eligible Employee. The Designated Third Party Administrator will maintain a record of each book entry account, process investment selections, and otherwise be the record keeper of the book entry accounts. Investment options selected under this Section 3.02 shall be used solely for purposes of determining an Eligible Employee's FRP Equalization Benefit. An Eligible Employee's FRP Equalization Benefit will be based on the value of the Eligible Employee's book entry account as if the amounts in the book entry account had been invested in actual investments selected by the Eligible Employee; however, no such investments shall be made on behalf of the Eligible Employee. Eligible Employees shall not have voting rights or any other ownership rights with respect to any investment options selected as the measuring mechanism for book entry accounts established under this Section 3.02.

(iv)Eligible Employees may not withdraw or borrow against amounts credited to any book account under this Subsection 3.02(a). Book entry accounts will not accept rollovers from other plans.

(d)Payment of Company Matching Equalization Benefit and FRP Equalization Benefit.

The Company Matching Equalization Benefit and FRP Equalization Benefit:

(i)Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee's beneficiary under the SSIP, on or as soon as reasonably practicable after the earlier of the Eligible Employee's Separation From Service or death. In the event of an Eligible Employee’s death, the balance in the Eligible Employee’s SSIP Equalization Benefit Account, if any, shall be payable to the same beneficiary as the Eligible Employee designated under the SSIP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.

(ii)Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee’s death, payment of any amount credited to such Specified Employee's SSIP Equalization Benefit Account , accrued or vested after December 31, 2004, shall be paid on or as soon as reasonably practicable after the first day of the seventh month following Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee’s book entry account during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee’s book entry account during the period of delay.

(iii)The Company Matching Equalization Benefits and FRP Equalization Benefit under this Subsection 3.02(d) shall be equal to the amount credited to the Eligible Employee's book entry account at the time of distribution, as determined under Subsections 3.02(a), 3.02(b), or 3.02(c), as applicable.

(iv)If an Eligible Employee’s Company matching contributions and/or Company FRP Contributions are not vested under the SSIP at the time of Separation From Service, such Eligible Employee’s SSIP Equalization Benefit Account is also not vested and shall be forfeited after Separation From Service.

3.03Special Periodic GRP Equalization Benefits.

In addition to any other Equalization Benefits provided under this Plan, the Company may, in its sole discretion, provide special Equalization Benefits to certain Eligible Employees. Special Equalization Benefits provided to Eligible Employees whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Equalization Benefits provided to Eligible Employees who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the Vice President, Total Rewards. Any special Equalization Benefit provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Subsections 3.01(b)(ii), (b)(iii) and (c).

3.04FERCO Equalization Benefits.

Effective as of December 31, 1999, former salaried employees of the Company, excluding any former salaried employees of the Company who transferred to Visteon Corporation as part of its spin-off from the Company in June 2000, who participated in the FERCO Salaried Retirement Plan (“SRP”) and whose benefits under the FERCO SRP were limited as a result of the application of the Limitations shall be eligible to receive FERCO Equalization Benefits pursuant to the terms of Appendix B.

3.05Special Retirement Benefits for Select Employees.

(a)Eligibility. A Special Retirement Benefit shall be provided to certain employees, who are assigned Leadership Level Leadership Level One or Two, set forth in a separate confidential schedule to the Plan that is administered by the Vice President, Total Rewards (or, in the event of a change in title, such officer’s functional equivalent) dated as of December 10, 2025. Such employees who have been designated as eligible under this subsection 3.05(a) shall be credited a designated amount of Company contributions to their SSIP account, and they shall be eligible to receive payment of such benefit upon the terms and conditions set forth herein.

(b)Vesting. The Special Retirement Benefit shall become nonforfeitable (“vested”) upon the later of the date on which the employee:

(i)Attains age fifty-five (55); or

(ii)Attains three years of continuous Company service starting from December 31, 2025.

Except as otherwise provided in Section 3.05, if the employee’s Separation from Service occurs before the employee has satisfied the vesting requirements of this subsection 3.05(b), the employee shall forfeit all rights to the Special Retirement Benefit.

Notwithstanding the vesting schedule set forth in subsection 3.05(b) above, in the event of the employee’s Separation from Service prior to becoming fully vested for reasons other than death, the remaining vesting requirements may be waived and payment of a portion of the Special Retirement Benefit may be granted. The decision to waive vesting requirements and/or approve a portion of the payment is not guaranteed and shall be made on a case-by-case basis in the sole and absolute discretion of:

i.the Compensation Committee with respect to any employee who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer; and

ii.the Committee with respect to any other employees.

Notwithstanding the vesting schedule set forth in subsection 3.05(b) above, in the event of the employee’s Separation of Service prior to becoming fully vested for reason of death, the remaining vesting requirements will be waived and payment of a pro-rata portion of the Special Retirement Benefit will be granted to the employee’s beneficiary under the SSIP.

(c)Payment.

i.The vested Special Retirement Benefit shall be paid in a single lump sum cash payment by the Company to the employee as soon as administratively practicable following the employee’s Separation from Service. If such employee is deceased, the lump sum cash payment shall be made to such employee's beneficiary under the SSIP, on or as soon as reasonably practicable after the earlier of the employee's Separation From Service or death.

ii.Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee’s death, payment of any amount credited to such Specified Employee's SSIP account shall be paid on or as soon as reasonably practicable after the first day of the seventh month following Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.05(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee’s book entry account during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee’s book entry account during the period of delay.

iii.Notwithstanding anything to the contrary herein, the Special Retirement Benefit shall not be paid to, or with respect to, any person as to whom it has been determined that such person at any time (whether before, or subsequent to, termination of the employee’s employment) acted in a manner inimical to the best interests of the Company. Any such determination shall be made by: (A) the Compensation Committee with respect to any employee who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee, or a Named Executive Officer; or (B) the Committee with respect to any other employees. Such determination shall apply to any amounts payable after the date of the appropriate committee’s (as set forth above) determination hereunder.

(d)Agreement to Participate

i.Effective Agreement. To receive the benefit in this Section 3.05, an employee must submit to the Company a completed and signed agreement prior to receiving such Special Retirement Benefits. The Company shall provide the applicable form agreement for this purpose and no other agreement form shall be used for this purpose.

ii.Revocation of Agreement. An employee may revoke an agreement provided in accordance with Subsection 3.05(d)(i) by giving written notice to the Company no later than seven (7) days after the date on which the employee submitted a signed agreement to the Company in accordance with Subsection 3.05(d)(i). The Company shall provide a revocation form for this purpose and no other revocation form shall be used for this purpose.

4.01Plan Administration and Interpretation.

(a)Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.

(b)Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative authority under this Section to the Plan Administrator.

(c)In the event that an Article, Section or paragraph of the Code, Treasury Regulations, GRP, or SSIP is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.

4.02Local Payment Authorities. The Vice President, Treasurer (or, in the event of a change in title, such officer’s functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.

4.03Deductions. The Company may deduct from any payment of Equalization Benefits to an Eligible Employee or Eligible Surviving Spouse any and all amounts owed to it by such Eligible Employee or Eligible Surviving Spouse for any reason, and all taxes required by law or government regulation to be deducted or withheld.

4.04Tax Liabilities. The Company has no duty to design its compensation policies in a manner that minimizes an individual’s tax liabilities, including tax liabilities arising as a result of Equalization Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.

4.05No Contract of Employment. The Plan is an expression of the Company's present policy with respect to Eligible Employees; it is not a part of any contract of employment. No Eligible Employee, Eligible Surviving Spouse, or any other person shall have any legal or other right to any benefit under this Plan.

4.06Equalization Benefits Not Funded. The Company's obligations under this Plan shall not be funded and Equalization Benefits under this Plan shall be payable only out of the general funds of the Company.

4.07Governing Law. Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.

4.08Amendment or Termination. The Company shall have the right to amend, modify, discontinue or terminate this Plan in whole or in part, at any time, without notice; provided, however, that no such action shall deprive any person of an Equalization Benefit under this Plan if payment of such Equalization Benefit shall have commenced prior to the date of such action by the Company; provided, further, however, that no distribution of benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything contained in this Section or elsewhere in this Plan to the contrary, Equalization Benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.

4.09Terms Not Otherwise Defined. Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable plan.

4.10No Alienation of Benefits. An Eligible Employee may not assign or alienate any Equalization Benefits, and the Plan will not recognize a domestic relations order that purports to assign any Equalization Benefits to another person.

4.11Recovery of Overpayment. Any individual shall repay promptly any and all Equalization Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.

The following shall be applicable to employees of Ford who were transferred to Visteon Corporation on April 1, 2000 (“U.S. Visteon Employees”) and who ceased active participation in the Plan as of June 30, 2000 after Visteon Corporation was spun-off from Ford, June 28, 2000.

    (a)    Group I and Group II Employees

For purposes of this paragraph, a “Group I Employee” shall mean a U.S. Visteon Employee who as of July 1, 2000 was eligible for immediate normal or regular early retirement under the provisions of the GRP as in effect on July 1, 2000. A “Group II Employee” shall mean a U.S. Visteon Employee who (i) was not a Group I Employee; (ii) had as of July 1, 2000 a combination of age and continuous service that equals or exceeds sixty (60) points (partial months disregarded); and (iii) could become eligible for normal or regular early retirement under the provisions of the GRP as in effect on July 1, 2000 within the period after July 1, 2000 equal to the employee's Ford service as of July 1, 2000. A Group I or Group II Employee shall retain eligibility to receive a GRP Equalization Benefit and/or a SSIP Equalization Benefit and shall receive such benefits as are applicable under the terms of the Plan in effect on the retirement date, based on meeting eligibility criteria as of July 1, 2000 with respect to GRP or SSIP participation prior to July 1, 2000 and upon incurring a Separation From Service from Visteon, or from the Company for Group I or II Employees who return to Company employment pursuant to the Visteon Salaried Employee Transition Agreement dated as of October 1, 2005 and any subsequent amendments thereto.

    (b)    Group III Employees.

For purposes of this paragraph, a “Group III Employee” shall mean a U.S. Visteon Employee who participated in the GRP prior to July 1, 2000 other than a Group I or Group II Employees. The Plan shall have no liability for a GRP Equalization Benefit and/or a SSIP Equalization Benefit payable to Group III Employees who were otherwise eligible hereunder with respect to GRP or SSIP participation prior to July 1, 2000 on or after July 1, 2000.

Section 6. Code Section 409A

    (a)    All benefits provided under the Plan are intended to be exempt from, or in compliance with, Code Section 409A, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves the right to take such action as the Company deems necessary or desirable to ensure benefits provided under the Plan are exempt from, or comply with, as applicable, Code Section 409A, and the regulations issued thereunder.

    (b)    In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of any Equalization Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.

    (c)    In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.

    (d)    In the event an Eligible Employee who is receiving, or is entitled to receive, Equalization Benefits is reemployed following a Separation From Service, distribution of any Equalization Benefits shall not cease or be deferred upon such Eligible Employee's reemployment.

    (e)    After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Employee, Eligible Surviving Spouse, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Equalization Benefits.

7.01Denial of a Claim. A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.

7.02Review of Denial of Claim. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.

7.03Decision on Appeal. The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.

7.04Limitations Period. No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.

7.05Venue. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.

Amended and Restated Effective as of January 1, 2026

On June 9, 1994, the Company established this Plan for the purpose of providing voluntary retirement incentives to selected Company employees on U.S. payroll who are assigned to Leadership Levels One through Five, or the equivalents of such Leadership Levels, constituting a select group of management or highly compensated employees. Effective March 14, 2024, this Plan is closed to new entrants. Effective January 2, 2026 this Plan will be closed to new retirees.

2.01“Affiliate” shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.

2.02“BEP” shall mean the Ford Motor Company Benefit Equalization Plan, as amended.

2.03“Code” shall mean the Internal Revenue Code of 1986, as amended.

2.04“Committee” shall mean Chief People and Employee Experience Officer and the Chief Financial Officer (or, in the event of a change in title, such officer’s functional equivalent), and such person or persons to whom Chief People and Employee Experience Officer and the Chief Financial Officer delegate authority to administer the Plan.

2.05“Company” shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.

2.06“Compensation Committee” shall mean the Compensation, Talent and Culture Committee of the Board of Directors of Ford Motor Company, or its functional equivalent.

2.07“Contributory Service” shall mean, without duplication, the Eligible Executive’s years and any fractional year of contributory service under the GRP at the earlier of the Eligible Executive’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.

2.08“Credited Service” shall mean, without duplication, the Eligible Executive’s years and any fractional year of credited service under the GRP or any other retirement plan to which the Company contributes at the earlier of the Eligible Executive’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.

2.09“DB SERP” shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.

2.10“DEP” shall mean the Ford Motor Credit Company Deferred Equalization Plan, as amended.

2.11“DEP Select Benefits” shall mean the benefits described in Section 4.04.

2.12“Eligible Executive(s)” shall mean a full time U.S. Company employee who:

        (i)    was hired or rehired prior to January 1, 2004,

        (ii)    is at least age 55, taking into consideration the three additional years of age provided under this Plan, as of the Retirement Effective Date,

        (iii)    who has at least ten years of Credited Service, taking into consideration the three additional years of service provided under this Plan, as of the Retirement Effective Date,

        (iv)    is assigned to Leadership Levels One through Five of the Company, or the equivalents of such Leadership Levels,

        (v)    is selected by the Company to participate in the Select Retirement Plan on or prior to January 1, 2026,

        (vi)    is in good standing as of the last day of employment,

        (vii) is a Leadership Level One or Two employee as of March 14, 2024, and

        (viii)     is on US payroll as of March 14, 2024.

    In addition to the eligibility requirements above, to receive a Select Benefit under this Plan, the executive must meet eligibility requirements defined under the Retirement Plans to which the Select Benefit relates after adding three years to such employees’ attained age and service required for determining eligibility under the applicable Retirement Plan.

        

2.13“Eligible Surviving Spouse” shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive’s benefit commencement date and for at least one year as of the date of the Retired Executive’s death.

2.14“ESAP” shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended

2.15“ESAP Select Benefit(s)” shall mean the benefits described in Section 4.03

2.16“Final Average Monthly Salary” shall mean “Final Average Monthly Salary” as defined in the GRP.

2.17“Final Five Year Average Base Salary” shall mean the average of the final five year-end Monthly Base Salaries immediately preceding the earlier of the Eligible Executive’s Retirement Effective Date, or the first date after the Freeze Date.

2.18“Freeze Date” shall mean the later of December 31, 2019, or the end of the month during which the Eligible Executive reaches 35 years of Credited Service.

2.19“GRP” shall mean the Ford Motor Company General Retirement Plan, as amended.

2.20“GRP Select Benefit(s)” shall mean the monthly benefits described in Section 4.01.

2.21“Monthly Base Salary” shall mean the monthly base salary paid to an Eligible Executive on December 31, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3) applies, or (ii) which provides for the elective deferral of compensation. It does not include supplemental compensation or any other kind of extra or additional compensation.

2.22“Named Executive Officer(s)” shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.

2.23“Plan” shall mean the Ford Motor Company Select Retirement Plan, as amended.

2.24“Plan Administrator” shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.

2.25“Retired Executive” shall mean an Eligible Executive who has a Separation From Service from the Company under the terms and conditions of this Plan on the Retirement Effective Date.

2.26“Retirement Effective Date” shall mean the first day of the month immediately following or coincident with an Eligible Executive’s date of Separation From Service as designated by the Company.

2.27“Retirement Plans” shall mean the GRP, the BEP, the DB SERP, the ESAP and the DEP.

2.28“Salary” shall mean salary at the basic salary rate without regard to the Code Section 401(a)(17) limit and not including supplemental compensation, premiums, pay for overtime, or any other kind of extra or additional compensation.

2.29“Select Benefits” shall mean the retirement benefits described in Section 4.

2.30“Separation From Service” shall be determined to have occurred on the date on which an Eligible Executive incurs a “separation from service” within the meaning of Code Section 409A.

2.31“DB SERP Select Benefits” shall mean the benefits described in Section 4.02.

2.32“Special Select Benefits” shall mean the benefits described in Section 4.05.

2.33“Specified Employee” shall mean an employee of the Company who is a “Key Employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of “Specified Employee” on the date the employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).

    

2.34“Subsidiary” shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.

1.01Effective Agreement. To participate in the Plan, an Eligible Executive must submit to the Company a completed and signed agreement prior to receiving such Select Benefits. The Company shall provide the applicable form agreement for this purpose and no other agreement form shall be used for this purpose.

1.02Revocation of Agreements. An Eligible Executive may revoke an agreement provided in accordance with Section 3.01 by giving written notice to the Company no later than seven (7) days after the date on which the Eligible Executive submitted a signed agreement to the Company in accordance with Section 3.01. The Company shall provide a revocation form for this purpose and no other revocation or form shall be used for this purpose.

4.01    GRP Select Benefits. The GRP Select Benefit payable to a Retired Executive shall be a monthly benefit in an amount equal to the difference between (X) and (Y) where (X) is the monthly GRP benefit for such Retired Executive, determined under the terms of the GRP in effect as of the Retirement Effective Date after giving effect to the following adjustments:

•Add three years to the Retired Executive's attained age as of the Retirement Effective Date only for the purpose of determining the supplement rates and applicable early retirement reduction factors set forth in Appendices C and G, respectively, to the GRP; and

•Add three years to the Retired Executive's years of Credited Service and Contributory Service as of the Retirement Effective Date, without the requirement of employee contributions. For commencements after December 31, 2019, Credited Service and Contributory Service are limited to the years of service as of the Freeze Date, including any additional years provided in this paragraph; and

•If service is provided under the immediately preceding paragraph, the Final Average Monthly Salary for a Retired Executive under the terms of this Plan shall be determined as if the Retired Executive had been a contributing member and received Contributory Service for up to three additional years after the Retirement Effective Date at the Retired Executive's Salary in effect as of the date immediately preceding the Retirement Effective Date;

and (Y) is the monthly GRP benefit for such Retired Executive determined under the terms of the GRP in effect as of the Retirement Effective Date, without regard to limitations imposed by Code Sections 415 and 401(a)(17), regardless of whether an application for GRP benefits has been submitted or actual GRP benefit payments to the Retired Executive have commenced or been paid in full in a lump sum payment.

The GRP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the monthly GRP benefit determined as provided above for such Retired Executive under the terms of the GRP in effect as of the Retirement Effective Date. If the Retired Executive's benefit under the GRP is re-determined at Age 62 and One Month, the GRP Select Benefit shall be redetermined and adjusted such that the GRP Select Benefit shall be an amount equal to at least a fifteen percent (15%) improvement to the GRP benefit re-determined under the terms of the GRP then in effect as of the redetermination date. If the Retired Executive commences receiving a GRP benefit on or after the date on which the Retired Executive attains age 65, specifically relating to deferral of commencement or late retirement, the GRP Select Benefit shall be determined or re-determined, as applicable, such that the GRP Select Benefit shall be an amount equal to at least a fifteen percent (15%) improvement to the GRP benefit determined as of the commencement date.

For purposes of determining the amount of a Retired Executive's GRP Select Benefit, the Retired Executive shall be treated as if the Retired Executive elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP if married as of the Retirement Effective Date, or the single life annuity form of benefit under the GRP if unmarried (including, a divorced or widowed Retired Executive) as of the Retirement Effective Date. The amount of any GRP Select Benefit payable to a Retired Executive whose benefit under the ESAP is not offset or reduced by the amount of any GRP benefit payable to such Retired Executive prior to age 65 shall be increased upon the Retired Executive's attainment of age 65 to reflect an unreduced normal retirement benefit under the GRP.

    4.02    DB SERP Select Benefits. The DB SERP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for a DB SERP benefit under the terms of the DB SERP in effect as of the Retirement Effective Date shall be an amount equal to the difference between (X) and (Y) where (X) is the DB SERP benefit determined under the terms of the DB SERP after giving effect to the following adjustments:

•Add three years to the Retired Executive's attained age as of the Retirement Effective Date; and

•Add three years to Credited Service and years at the current Leadership Level as of the Retired Executive’s Retirement Effective Date. For commencements after December 31, 2019, Credited Service is limited to the years of service as of the Freeze Date, including any additional years provided in this paragraph; and

•If service is provided under the immediately preceding paragraph, the Final Five Year Average Base Salary for a Retired Executive under the terms of this Plan shall be determined as if the Retired Executive had continued to receive Credited Service for up to three additional years after the Retirement Effective Date at the Retired Executive's Monthly Base Salary;

and (Y) is the DB SERP benefit determined under the terms of the DB SERP in effect as of the Retirement Effective Date.

The DB SERP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the DB SERP benefit determined under the terms of the DB SERP in effect as of the Retirement Effective Date.

            

    4.03    ESAP Select Benefits. The ESAP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for an ESAP benefit under the terms of the ESAP in effect as of the Retirement Effective Date shall be an amount equal to the difference between (X) and (Y) where (X) is the ESAP benefit determined under the terms of the ESAP in effect as of the Retirement Effective Date after giving effect to the following adjustments:

    

•Add three years to the Retired Executive's attained age as of the Retirement Effective Date; and

•Add three years to Credited Service, Contributory Service (without the requirement of employee contributions) and years at the current Leadership Level to the Retired Executive's years of service as of the Retirement Effective Date. For commencements after December 31, 2019, Credited Service and Contributory Service are limited to the years of service as of the Freeze Date, including any additional years provided in this paragraph.

and (Y) is the ESAP benefit calculated under the terms of the ESAP in effect as of the Retirement Effective Date.

The ESAP Select Benefit determined as of the Retirement Effective Date shall be an amount equal to at least a fifteen percent (15%) improvement to the ESAP benefit determined under the terms of the ESAP in effect as of the Retirement Effective Date.

            

The amount of any ESAP Select Benefit payable determined for any Leadership Level One or Two Employee (or such employee's Eligible Surviving Spouse) shall be reduced in accordance with the provisions of the ESAP.

4.04    DEP Select Benefits. The DEP Select Benefit applicable to a Retired Executive who is otherwise eligible for a DEP benefit under the terms of the DEP in effect as of the Retirement Effective Date, shall be an amount equal to the difference between (X) and (Y) where (X) is the DEP benefit determined under the terms of the DEP after adjusting Final Average Monthly Salary as if the Retired Executive had been a Contributing member and received Contributory Service for three additional years after the Retirement Effective Date at the Retired Executive's Salary and (Y) is the DEP benefit determined under the terms of the DEP in effect as of the Retirement Effective Date.

4.05    Special Select Benefits. In addition to any other Select Benefits provided under this Plan, the Company may, in its sole discretion, provide Special Select Benefits to certain Eligible Executives. Special Select Benefits provided to Eligible Executives whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Select Benefits provided to Eligible Executives who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the Vice President, Total Rewards. Any Special Select Benefits provided

pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 5.

5.01    Except as otherwise provided herein, payment of Select Benefits determined under Section 4 shall commence on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Executive has a Separation From Service.

5.02    Select Benefits shall be payable monthly from the Company's general funds.

5.03    Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provision of Section 7, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Select Benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following such Specified Employee's Separation From Service. Any Select Benefits to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.

5.04    Payments to a Retired Executive shall cease at the end of the month in which the Retired Executive dies. Except as otherwise provided herein, survivor benefits, if any, payable with respect to any Select Benefits provided under this Plan shall be paid as follows:

(a)GRP Select Benefits. Survivor benefits payable with respect to GRP Select Benefits shall be paid monthly to an Eligible Surviving Spouse as determined in accordance with Section 4.01. GRP Select Benefits payable to a Retired Executive's Eligible Surviving Spouse shall commence as soon as reasonably practicable following the date of such Retired Executive's death, and continue until the death of the Eligible Surviving Spouse.

(b)DB SERP Select Benefits. Survivor benefits are payable, with respect to DB SERP Select Benefits, in accordance with the terms of the DB SERP.

(c)ESAP Select Benefits. In the event of death of a Retired Executive prior to attaining age 65, or in the event of death on or after January 1, 1981 of an Eligible Executive who (a) has not has a Separation From Service, (b) has at least five years of service at the Leadership Level One or Two, or its equivalent, has at least ten years of contributory membership in the GRP, and is at least age 55, ESAP Select Benefit payments shall be made to such Retired Executive's or Eligible Executive's, as applicable, Eligible Surviving Spouse, if any. Such payments shall commence as soon as reasonably practicable following the date of such Retired Executive' s or Eligible Executive's death, and continue until the earlier of the death of such Eligible Surviving Spouse, or the end of the month in which such Retired Executive or Eligible Executive, as applicable, would have attained age 65.

(d)DEP Select Benefits. Survivor benefits payable with respect to DEP Select Benefits shall be paid monthly to an Eligible Surviving Spouse as determined in accordance with Section 4.04. DEP Select Benefits payable to a Retired Executive's Eligible Surviving Spouse shall commence as soon as reasonably practicable following the date of such Retired Executive's death, and continue until the death of the Eligible Surviving Spouse.    

    6.01    Under Age 55 Select Benefits. For an Eligible Executive who becomes eligible to receive a GRP Select Benefit prior to age 55 and prior to obtaining 30 years of Credited Service, the GRP Select Benefit shall be payable exclusively under this Plan until such Eligible Executive reaches age 55. When a benefit becomes payable at age 55 to the Eligible Executive under the GRP, the amount of the GRP Select Benefits shall be reduced by the benefit amount payable at age 55 from the GRP and the BEP. If the Eligible Executive is paid a lump sum, or an immediate annuity equivalence of a lump sum, under the GRP, the GRP Select Benefit at age 55 will be reduced by the amount of the monthly GRP and BEP annuity that otherwise would have been payable at age 55.

        Select Benefits payable as a result of an Eligible Executive being selected to receive Select Benefits prior to age 55 are not an acceleration of benefits under this Plan in violation of Code Section 409A.

6.02 Subsidiary Retirement Plans. If an Eligible Executive under age 55 would have become eligible for a regular early retirement benefit from a Subsidiary's retirement plan if the Eligible Executive had remained in Subsidiary employment until the minimum age or service eligibility requirements under such Subsidiary's plan were met, this Plan shall pay an additional benefit in an amount equal to the Subsidiary early retirement benefit that would have been paid if the minimum eligibility requirements had been met on the Retirement Effective Date. The payment shall cease at such time as the regular early retirement benefit from the Subsidiary's plan becomes payable. If the Subsidiary's plan shall pay only a deferred vested benefit at age 55, payment of any Select Benefit provided under this Plan to an Eligible Executive shall be reduced by the amount of the deferred vested or survivor's benefit payable under such Subsidiary plan. Select Benefits provided under this Plan to an Eligible Executive shall cease upon the Eligible Executive's death. Survivor benefits, if any, shall cease upon the Eligible Surviving Spouse's death. The amounts payable pursuant to this paragraph shall be in addition to any other Select Benefits that otherwise may be payable under this Plan.

Notwithstanding anything in the Plan to the contrary, the right of any Retired Executive to receive Select Benefits payments hereunder for any month shall accrue, and such payments shall be payable (subject to Section 5), only if, during the entire period from the date of such Retired Executive’s Separation From Service to the end of such month in which payment otherwise would be made, such Retired Executive shall have earned out such payment by refraining from engaging in any activity that is directly or indirectly in competition with any activity of the Company or any Subsidiary or Affiliate thereof.

In the event of a Retired Executive’s nonfulfillment of the condition set forth in the immediately preceding paragraph, no further payment shall be paid to such Retired Executive or Eligible Surviving Spouse; provided, however, that the nonfulfillment of such condition may at any time (whether before, at the time of, or subsequent to, termination of the Retired Executive’s employment) be waived in the following manner:

(1)with respect to any such Retired Executive who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination, in its sole discretion, that there shall not have been, and will not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition; and

(2)with respect to any other such Retired Executive, such waiver may be granted by the Committee upon its determination, in its sole discretion, that there shall not have been and will not be any such substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition.

Notwithstanding anything to the contrary herein, Select Benefit payments shall not be paid to, or with respect to, any person as to whom it has been determined that such person at any time (whether before, or subsequent to, termination of the Retired Executive’s employment) acted in a manner inimical to the best interests of the Company. Any such determination shall be made by (i) the Compensation Committee with respect to any Retired Executive who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, and (ii) the Committee with respect to any other Retired Executive, and shall apply to any amounts payable after the date of the applicable committee’s action hereunder, regardless of whether the Retired Executive has commenced receiving Select Benefits. Conduct which constitutes engaging in an activity that is directly or indirectly in competition with any activity of the Company or any Subsidiary or Affiliate thereof shall be governed by the preceding paragraphs of this Section and shall not be subject to any determination under this paragraph.

    

8.01Plan Administration and Interpretation.

(a)Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.

(b)Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative authority under this Section to the Plan Administrator.

(c)In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or Retirement Plans is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.

8.02Local Payment Authorities. The Vice President, Treasurer (or, in the event of a change in title, such officer’s functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.

8.03Deductions. The Company may deduct from any payment of Select Benefits to a Retired Executive or Eligible Surviving Spouse any and all amounts owed to it by such Retired Executive, Eligible Surviving Spouse, or any person, for any reason, and all taxes required by law or government regulation to be deducted or withheld.

8.04Tax Liabilities. The Company has no duty to design its compensation policies in a manner that minimizes an individual’s tax liabilities, including tax liabilities arising as a result of Select Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.

8.05No Contract of Employment. The Plan is an expression of the Company's present policy with respect to Eligible Executives; it is not a part of any contract of employment. No Eligible Executive, Retired Executive, Eligible Surviving Spouse or any other person shall have any legal or other right to any benefit under this Plan.

8.06No Company Reemployment. A Retired Executive shall not be eligible for reemployment by the Company either directly or indirectly through an agency or otherwise. This includes, but is not limited to, employment of a Retired Executive by the Company as a supplemental employee, independent contractor, consultant, advisor, or agency employee, regardless of the length of employment. It also includes employment of a Retired Executive by a sole or single source supplier to the Company, or employment by any supplier of the Company if the responsibilities of the Retired Executive relate primarily to the Company's business with the supplier, and are not merely incidental to the performance of the Retired Executive's other job duties.

    This re-employment prohibition may be waived if the proposed employment advances the strategic interests of the Company or is otherwise determined to be in the best interests of the Company provided that, under the waiver, the employment arrangement does not permit the Retired Executive to perform 50% or more of a full-time position and such Retired Executive receives less than 50% of any compensation earned during the final three full calendar years of employment (or if less, such lesser period). Requests for reemployment of a Retired Executive may be reviewed by (i) for a Retired Executive employed at a Leadership Level of LL5 through LL3 prior to Separation From Service, the Chief People and Employee Experience Officer (or, in the event of a change in title, such director’s functional equivalent), (ii) for a Retired Executive employed at a Leadership Level of LL2 prior to Separation From Service, the Chief People and Employee Experience Officer, and the Executive Personnel Forum (EPF) (or, in the event of a change in title or name, such officer’s functional equivalent), or (iii) for a Retired Executive employed at a Leadership Level of LL1 prior to Separation From Service, the Compensation Committee. The Retired Executive shall furnish such information about the proposed reemployment as is reasonably requested to evaluate the request. Said individuals, the EPF, and/or the Compensation Committee who are authorized to review requests for re-employment shall have sole and absolute discretion to determine whether the request for reemployment violates this provision and any such determination is final and binding on all parties and is not subject to further review.

In the event a Retired Executive becomes reemployed in violation of this Section without obtaining a waiver, the Company may take such action, other than suspending payment of Select Benefits, as is reasonably necessary, in the Company's sole discretion, to enforce the provisions of this Section. Such action may include forfeiting a Retired Executive's Select Benefits if the Retired Executive becomes employed by a sole or single source supplier to the Company, or employed by any supplier of the Company if the responsibilities of the Retired Executive relate primarily to the Company's business with the supplier, and are not merely incidental to the performance of the Retired Executive's other job duties, and the Retired Executive did not obtain a determination that such employment does not violate this Section or a waiver of the reemployment condition prior to commencing such employment.

    Notwithstanding anything in this Section to the contrary, no determination or waiver shall permit reemployment if such reemployment would result in adverse tax consequences to the Retired Executive under Code Section 409A.

8.07Select Benefits Not Funded. The Company's obligations under this Plan shall not be funded. Select Benefits under this Plan shall be payable only out of the general funds of the Company.

8.08Continuing Plan. The Plan shall be an ongoing Plan and shall be made available at the discretion of the Company. The Company may designate certain periods within a calendar year in which offers of Select Benefits may be made and may provide that no offers of Select Benefits may be accepted before or after designated dates within a calendar year. The Company also may limit the offer of Select Benefits to those within a designated salary roll or band. Select Benefits may be combined with additional types of termination incentives or separation programs upon the direction of the Company. Provisions of such other termination incentives or separation programs are not governed by the terms of this Plan.

8.09Governing Law. Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.

8.10Amendment or Termination. The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of Select Benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.

8.11Terms Not Otherwise Defined. Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable Retirement Plans.

8.12No Alienation of Benefits. An Eligible Executive may not assign or alienate any Select Benefits, and the Plan will not recognize a domestic relations order that purports to assign any Select Benefit to another person.

8.13Recovery of Overpayment. Any individual shall repay promptly any and all Select Benefits received by the individual to which the individual is not entitled. Written

notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.

Section 9. Code Section 409A

(a)All benefits provided under the Plan are intended to be exempt from, or in compliance with, Code Section 409A, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves the right to take such action as the Company deems necessary or desirable to ensure benefits provided under the Plan are exempt from, or comply with, as applicable, Code Section 409A, and the regulations issued thereunder.

(b)In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of Select Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.

(c)In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.

(d)In the event a Retired Executive who is receiving or is entitled to receive, Select Benefits is reemployed following a Separation From Service, distribution of any Select Benefits shall not cease or be deferred upon such Retired Executive's reemployment.

(e)After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Executive, Eligible Surviving Spouse, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.

10.01    Denial of a Claim. A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.

10.02    Review of Denial of Claim. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.

10.03    Decision on Appeal. The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.

10.04    Limitations Period. No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.

10.05    Venue. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.