ex_10w.htm


    CTS
Corporation

    Form
10-K

    
      Fourth
Quarter 2009

    

    
      

      

    

                     

    EXHIBIT (10)(w)

    


     

    Second
Amendment

    to
the

    CTS
Corporation Pension Plan

    (Amended
and Restated Effective May 1, 2006

    and dated
February 4, 2005)

     

    Whereas,
CTS Corporation (the “Company”) maintains the CTS Corporation  Pension
Plan (the “Merged Plan”) for the benefit of its eligible
employees;

     

    Whereas,
the Merged Plan consists of a main Plan document and several appendices which
form a part of the Plan and which together constitute a “single plan” as such
term is defined in Internal Revenue Code Section
1.414(1)–1(b)(1);

     

    Whereas,
Appendix C applies to employees and participants covered by the Resistor Network
Division Plan; Appendix D applies to employees and participants covered by the
Asheville Division, Electromechanical Group Plan; Appendix E applies to employee
and participants covered by the Electromechanical Division Plan; and Appendix F
applies to CTS Corporate Retirement Plan, all prior to the merger of said plans
into the Merged Plans;

     

    Whereas,
the Merged Plan has been amended and restated, with the most recent restatement
dated February 4, 2005;

     

    Whereas,
the Merged Plan was amended effective December 31, 2008 by the misnamed Second
Amendment to the plan to affect certain additional plan
mergers;

     

    Whereas,
under section 9.1 of the Merged Plan, the Company reserves the right to
amend, modify, suspend, or terminate the Merged Plan (including the Appendices
made a part thereof) at any time by resolution of the Board of
Directors;

     

    Whereas,
the Company has deemed it desirable to amend the Merged Plan to comply with the
final regulations under Code section 415, effective July 1,
2007.

     

    Now,
therefore, the Merged Plan is amended in the following
particulars:

     

    
      	
              1.  

            	
              By
      substituting the following for Section 7.5 of the Merged
    Plan:

            


    

     

    
      	
               
      

            	
              “(a)
       

            	
              Notwithstanding
      any other provisions of this Plan to the contrary, in no event may the
      annual benefit provided under this Plan (together with that provided by
      all other defined benefit plans of the Employer) for any Participant for a
      limitation year (which shall be the Plan Year) exceed the maximum
      permissible annual benefit allowed under Code section 415, as it may be
      amended from time to time or as allowed by regulations issued thereunder,
      and which, as permitted under the Code is hereby incorporated by
      reference.

            


    

     

    
      	
               
      

            	
              In
      determining the limitations under this section 7.5, the “RPA ’94 Section
      415 Effective Date” under Revenue Ruling 98-1 (commonly referred to as the
      “GATT Effective Date”) shall be July 1, 1996. Furthermore, a
      Participant’s “RPA ’94 Old Law Benefit” under Revenue Ruling 98-1 shall
      not be protected as a minimum
benefit.

            


    

     

    
      	
              (b)  

            	
              The
      maximum dollar amount payable from the Plan shall be automatically
      adjusted on January 1 of each year to reflect increases in the
      cost-of-living, as determined by the Secretary of the Treasury. In
      addition, the dollar amount shall be increased as of July 1, 2003 in
      order to incorporate the Code section 415(b)(1)(A) increase permitted by
      EGTRRA. All of the increases described in this paragraph shall be
      applicable to active Participants
only.

            


    

     

    
      	
              (c)  

            	
              After
      the limitations have been determined under (a) above, any reduction in
      benefits in any defined benefit plan of the Employer will be made in this
      Plan first.

            


    

     

    
      	
              (d)  

            	
              In
      the event that any Participant is a participant in a defined contribution
      plan or plans of the Employer, the sum of the defined benefit plan
      fraction and the defined contribution plan fraction (as such terms are
      defined in Code section 415(e)) for any limitation year with respect to
      such Participant shall not exceed one. It is intended to reduce the
      benefits payable under any defined benefit plan to the extent possible, if
      necessary, to prevent the sum of the defined benefit plan fraction and the
      defined contribution plan fraction from exceeding 1.0 before reducing
      contributions to any defined contribution plan. Notwithstanding the
      foregoing, effective for limitation years beginning on or after
      July 1, 2001, the provisions of this subsection (d) shall not be
      applicable to active Participants.

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (e)  

            	
              “Compensation.”
      Compensation as used in this section means amounts actually paid during a
      limitation year which is the amount of income reported on Box 1 of the
      Form W-2 provided to the Employee by the Employer (or any other section of
      the Form W-2 which is analogous to Box 1, to the extent that such Form is
      hereafter revised), and shall also include amounts which are reduced
      pursuant to a salary reduction arrangement, under Code section 125,
      132(f)(4), or 401(k).

            


    

     

    
      	
               
      

            	
              For
      limitation years beginning on or after January 1, 2008, the following
      provisions shall apply in determining an Employee's
      Compensation:

            


    

     

    
      	
              (1)  

            	
              “Regular
      Compensation” includes compensation for services during the Employee's
      regular working hours, and also includes overtime, shift differential,
      commissions, bonuses, and similar types of payments. Regular compensation
      that would have been paid to a Participant if such Participant's Vesting
      Service did not terminate, and which is paid to that Participant within
      the later of (i) 2-1/2 months following the termination of Vesting
      Service, or (ii) the last day of the limitation year that includes the
      date of termination, shall be included as
  "Compensation."

            


    

     

    
      	
              (2)  

            	
              Severance
      pay and parachute payments under Code section 280G(b)(2) paid to a
      Participant after his Vesting Service terminates shall not be included as
      Compensation.

            


    

     

    
      	
              (3)  

            	
              The
      Code section 401(a)(17) pay cap limitation shall apply in determining
      Compensation under this section
7.5.

            


    

     

    
      	
              (4)  

            	
              Payment
      for unused accrued sick, vacation, or other leave that would have been
      included as Compensation if paid prior to the termination, which is paid
      within the later of (i) 2-1/2 months following the Termination of
      Employment, or (ii) the last day of the limitation year that includes the
      date of Termination of Employment, shall be included as “Compensation” if
      the Participant would have been able to use the leave if his service had
      not terminated.

            


    

     

    
      	
              (5)  

            	
              Salary
      continuation payments made to Participants who leave employment to perform
      qualified military service (as defined in Code section 414(u)(1)), to the
      extent that those payments do not exceed the amounts the Participant would
      have otherwise received, if the Participant had otherwise continued to
      provide services for the Employer, shall be considered as
      Compensation.

            


    

     

    
      	
              (f)  

            	
              In
      no event shall this section 7.5 decrease a Participant’s current accrued
      benefit calculated under the Plan as in effect on August 31, 1983,
      August 31, 1987, or June 30, 2007 provided such benefit complied with
      the maximum benefit limitation then in effect, and for the 2007 year,
      April 5, 2007.”

            


    

     

    
      	
              2.  

            	
              By
      adding the following for a new section 2.1(ee)(v) of Appendix C, D, E, and
      F of the Merged Plan:

            


    

     

    
      	
               
      

            	
                         
      “(v)

            	
              effective
      for Plan Years beginning on or after July 1, 2005, Limitation Compensation
      shall be subject to the Code section 401(a)(17) compensation limit which
      may be adjusted from time to time to reflect increases in the
      cost-of-living, as determined by the Secretary of the
      Treasury.”

            


    

     

    
      	
              3.  

            	
              By
      substituting the following for section 7.5 of Appendix C, D, E, and F of
      the Merged Plan:

            


    

     

    
      	
               
      

            	
                         
      “(a)

            	
              Notwithstanding
      any other provisions of this Plan to the contrary, in no event may the
      annual benefit provided under this Plan (together with that provided by
      all other defined benefit plans of the Employer) for any Participant for a
      limitation year (which shall be the Plan Year) exceed the maximum
      permissible annual benefit allowed under Code section 415, as it may be
      amended from time to time or as allowed by regulations issued thereunder,
      and which, as permitted under the Code is hereby incorporated by
      reference.

            


    

     

    
      	
               
      

            	
              In
      determining the limitations under this section 7.5, the “RPA ’94 Section
      415 Effective Date” under Revenue Ruling 98-1 (commonly referred to as the
      “GATT Effective Date”) shall be July 1, 1996. Furthermore, a
      Participant’s “RPA ’94 Old Law Benefit” under Revenue Ruling 98-1 shall
      not be protected as a minimum
benefit.

            


    

     

    
      	
               
      

            	
              The
      maximum dollar amount payable from the Plan shall be automatically
      adjusted on January 1 of each year to reflect increases in the
      cost-of-living, as determined by the Secretary of the Treasury. In
      addition, the dollar amount shall be increased as of July 1, 2003 in
      order to incorporate the Code section 415(b)(1)(A) increase permitted by
      EGTRRA. All of the increases described in this paragraph shall be
      applicable to active Participants
only.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)  

            	
              After
      the limitations have been determined under (a) above, any reduction in
      benefits in any defined benefit plan of the Employer will be made in this
      Plan first.

            


    

     

    
      	
              (c)  

            	
              In
      no event shall this section 7.5 decrease a Participant’s current accrued
      benefit calculated under the Plan as in effect on August 31, 1983,
      August 31, 1987, or June 30, 2007 provided such benefit complied with
      the maximum benefit limitation then in effect, and for the 2007 year,
      April 5, 2007.”

            


    

     

    * * * * *
* * * * *

     

    In
Witness Whereof, CTS Corporation has caused this Amendment to be signed
on its behalf and attested by its duly authorized officers this ____ day of
September, 2009.

     

     

    
      
        	 	CTS
Corporation	 
	 	 	 	 
	 Attest:	 	 	 
	 By:
      ___________________________________	 	By:
      ___________________________________	 
	 Its:___________________________________	 	 Its:___________________________________	 
	 	 	 	 
	 	 	 (Corporate Seal)	 


      

    

     

     

     

    +++++++++++++++++++++++++++++++

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

    
      Third
Amendment

      to
the

      CTS
Corporation Pension Plan

      (Amended
and Restated Effective May 1, 2006

      and dated
February 4, 2005)

       

       

      Whereas,
CTS Corporation (the “Company”) maintains the CTS Corporation  Pension
Plan (the “Merged Plan”) for the benefit of its eligible
employees;

       

      Whereas,
the Merged Plan consists of a main Plan document and several appendices which
form a part of the Plan and which together constitute a “single plan” as such
term is defined in Internal Revenue Code Section
1.414(1)–1(b)(1);

       

      Whereas,
Appendix C applies to employees and participants covered by the Resistor Network
Division Plan; Appendix D applies to employees and participants covered by the
Asheville Division, Electromechanical Group Plan; Appendix E applies to employee
and participants covered by the Electromechanical Division Plan; and Appendix F
applies to CTS Corporate Retirement Plan, all prior to the merger of said plans
into the Merged Plan;

       

      Whereas,
the Merged Plan has been amended and restated, with the most recent restatement
dated February 4, 2005;

       

      Whereas,
under section 9.1 of the Merged Plan, the Company reserves the right to
amend, modify, suspend, or terminate the Merged Plan (including the Appendices
made a part thereof) at any time by resolution of the Board of
Directors;

       

      Whereas,
the Company has deemed it desirable to amend the Merged Plan to reflect changes
in laws and regulations issued since the last restatement of the Plan;
and

       

      Whereas,
this Third Amendment is generally effective as of July 1, 2008, certain
provisions are retroactively effective, as specifically noted herein. In cases
when provisions are identified as retroactively effective, the Plan has been
administered in a manner consistent with such changes at all times on and after
such effective dates.

       

      Now,
therefore, the Merged Plan is amended in the following
particulars:

       

      
        	
                1.  

              	
                By
      adding the following as a new final sentence to section 2.1(kk) of the
      Merged Plan:

              


      

       

      “Further,
the term married or marriage means only a legal union (including a common law
marriage) between one man and one woman as husband and wife and the term
“spouse” refers only to an individual of the opposite sex who is a husband or
wife.”

       

      
        	
                2.  

              	
                By
      adding the following as a new section 5.6 of the Merged
    Plan:

              


      

       

      “5.6.
Employees in the Military.

      An
Employee who dies on or after January 1, 2007 while on qualified military leave
as such is defined under the Unformed Services Employment and Reemployment
Rights Act of 1994, will be entitled to a benefit determined and payable as if
he resumed employment with the Employer and died immediately
thereafter.”

       

      
        	
                3.  

              	
                By
      substituting the following for subsection 6.6(F) of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(F)

              	
                Notwithstanding
      anything herein to the contrary and except with respect to Cash-out
      Distributions, effective for benefit commencement dates on or after
      July 1, 2008, up to and including the date this amendment is executed
      the value of a Participant’s reduced monthly benefit shall be the greater
      of such benefit determined (1) based on subsection (b) below or (2) based
      on the RP2000CH, 50 percent male/50 percent female, using an
      interest rate of 6 percent per annum. For benefit commencement dates after
      the date this amendment is executed, any benefit other than a Cash-out
      Distribution shall be determined based on the RP2000CH, 50 percent male,
      50 percent female, using an interest rate of 6 percent per
      annum.”

              


      

       

      
        	
                4.  

              	
                By
      adding the following as a new section 6.6(I) of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “I.

              	
                Optional
      Joint and Survivor Annuity. Effective on and after July 1, 2008, an
      Employee eligible for a distribution in the form of a Qualified Joint and
      Survivor Annuity may elect, within the Election Period pursuant to a
      Qualified Election, to receive an Optional Joint and Survivor Annuity. An
      Optional Joint and Survivor Annuity means a benefit commencing at a time
      provided in Section 7 with monthly payments for the life of the
      Participant, and, if the Participant dies after the date for commencement
      of his benefit payments, with monthly payments for the life of the Spouse
      of the Participant after the Participant’s death which are 75 percent
      of the amount of the payments which are payable during the joint lives of
      the Participant and the Spouse and which is the amount of benefit which
      can be purchased with the Participant’s vested accrued
      benefit.”

              


      

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                5.  

              	
                By
      substituting the following for subsection 6.12(a) of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(a)

              	
                Notwithstanding
      anything herein to the contrary and except with respect to Cash-out
      Distributions, effective for benefit commencement dates on or after
      July 1, 2008, up to and including the date this amendment is executed
      the value of a Participant’s vested accrued benefit shall be the greater
      of such benefit determined (1) based on the 1971 Group Annuity table,
      using an interest rate of 6.5 percent per annum or (2) based on the
      RP2000CH, 50 percent male/50 percent female, using an interest rate of 6
      percent per annum. For benefit commencement dates after the date this
      amendment is executed, any benefit other than a Cash-out Distribution
      shall be determined based on the RP2000CH, 50 percent male, 50 percent
      female, using an interest rate of 6 percent per
  annum.”

              


      

       

      
        	
                6.  

              	
                By
      substituting the following for section 6.12(b) of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(b)

              	
                For
      purposes of determining lump sum distributions under Article 6 (or other
      forms of payment subject to Code section 417(e)(3)), the Actuarial
      Equivalent shall be based on the IRS Mortality Table and the IRS Interest
      Rate.

              


      

       

      
        	
                (1)  

              	
                Post-2007
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date after June 30, 2008, the IRS Mortality Table and IRS
      Interest Rate shall be determined as
follows:

              


      

       

      
        	
                (A)  

              	
                IRS
      Mortality Table. The term “IRS Mortality Table” means the mortality table
      prescribed by the IRS pursuant to Code section 417(e)(3), and which the
      IRS shall publish from time to time. For the 2008 Plan Year, such
      mortality table will be the table published in Revenue Ruling 2007-67. For
      the 2009-2013 Plan Years, such mortality table will be the appropriate
      table published in IRS Notice
2008-85.

              


      

       

      
        	
                (B)  

              	
                IRS
      Interest Rate. The term “IRS Interest Rate” means the interest rate
      determined by using a weighted average of the 30 year Treasury rate, and
      the three segment interest rates based on the monthly corporate bond yield
      curve “spot” rates (without regard to a 24 month average). The weighted
      average is determined as follows:

              


      

       

      
        	
                (i)  

              	
                2008:
      80% 30-yr Treasury; 20% segment
rates;

              


      

       

      
        	
                (ii)  

              	
                2009:
      60% 30-yr Treasury; 40% segment
rates;

              


      

       

      
        	
                (iii)  

              	
                2010:
      40% 30-yr Treasury; 60% segment
rates;

              


      

       

      
        	
                (iv)  

              	
                2011:
      20% 30-yr Treasury; 80% segment
rates;

              


      

       

      
        	
                (v)  

              	
                2012:
      100% segment rates.

              


      

       

      The IRS
Interest Rate for the Plan Year in which the Annuity Starting Date falls shall
be the rate determined for May of the preceding Plan Year.

       

      The IRS
Interest Rate and IRS Mortality Table described above shall be determined in
accordance with Code section 417(e)(3), as well as any written guidance issued
by the IRS or Treasury regarding such interest rate or mortality
table.

       

      
        	
                (2)  

              	
                Pre-2008
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date prior to July 1, 2008, the IRS Mortality Table and IRS
      Interest Rate shall be determined as
follows:

              


      

       

      
        	
                (A)  

              	
                IRS
      Mortality Table. The term “IRS Mortality Table” means the mortality table
      prescribed by the Internal Revenue Service pursuant to Code section
      417(e)(3) that is based on the prevailing commissioners’ standard table
      used to determine reserves for group annuity contracts issued on the
      Annuity Starting Date (or other specified
date).

              


      

       

      For
distributions with an Annuity Starting Date occurring after June 30, 2003, and
before July 1, 2008, the applicable table is described in Revenue Ruling 2001-62
(a fixed blend of 50 percent of the unloaded male mortality rates and 50 percent
of the unloaded female mortality rates in the 1994 Group Annuity Reserving
Table, projected to 2002). For distributions with an Annuity Starting Date
occurring after June 30, 1996 and before June 30, 2003, the applicable table is
described in Revenue Ruling 95-6 (a fixed blend of 50 percent of the male
mortality rates and 50 percent of the female mortality rates in the 1983 Group
Mortality Table).

       

      
        	
                (B)  

              	
                IRS
      Interest Rate. The term “IRS Interest Rate” means, for the Plan Year in
      which the Annuity Starting Date falls, the annual interest rate, as
      published by the United States Government, equal to the average yield on
      30 year Treasury Constant Maturities (unrounded), for the second calendar
      month preceding the first day of the Plan Year during which the Annuity
      Starting Date occurs, or such other rate that may be prescribed by the
      Internal Revenue Service in lieu of such average
  yield.”

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.  

              	
                By
      substituting the following for section 6.15 of the Merged
      Plan:

              


      

       

      “6.15.
Direct Rollover to Another Plan.

      An
Employee or beneficiary who is receiving a distribution under the Plan that
constitutes an Eligible Rollover Distribution may elect to have such payment
rolled over directly to the trustee or custodian of an Eligible Retirement Plan
pursuant to this Section 6.15. Before making a Direct Rollover, the
Administrator may require a written statement from the designated transferee
plan that it is an Eligible Retirement Plan, as described in Code section
401(a)(31)(D) and regulations thereunder, that will accept Direct Rollovers. At
least 30 days (but no more than 90 days) before an Employee is to receive an
Eligible Rollover Distribution, the Administrator shall notify the Employee or
beneficiary of the tax consequences of making or not making a Direct Rollover.
If the Employee or beneficiary has received the notice described above and makes
an election to make, or not to make a Direct Rollover within 30 days of the date
he receives such notice, the Administrator may implement such election within 30
days after the Employee or beneficiary has received the notice, provided the
Administrator notifies the Employee or beneficiary of his right to an election
period of at least 30 days following his receipt of the notice. “Direct
Rollover” means a payment by the Plan to the Eligible Retirement Plan specified
by the Employee or beneficiary. “Eligible Rollover Distribution” means a
distribution to an Employee or beneficiary under the Plan other than (a) any
distribution that is one of a series of substantially equal payments (not less
frequently than annually) made for the life (or life expectancy) of the Employee
or beneficiary, or for a specified period of ten years or more; (b) any
distribution to the extent such distribution is required under section 401(a)(9)
of the Code; or (c) the portion of the distribution not includable in gross
income. An “Eligible Retirement Plan” means an individual retirement account or
annuity described in Code section 408(a) or (b), or to a qualified defined
contribution plan as described in Code section 401(a) or 403(a), an annuity
contract described in 403(b) and an eligible plan under Code section 457(b),
maintained by a state or political subdivision of a state, any of which agrees
to separately account for amounts transferred into such plan from this
Plan.”

       

      
        	
                8.  

              	
                By
      adding the following as a new section 6.16 of the Merged
    Plan:

              


      

       

      6.16
Roth Rollovers

      Distributions
made after December 31, 2007 may be rolled over directly to a Roth IRA. For tax
years beginning prior to January 1, 2010, certain income and filing status
restrictions may limit a Member’s ability to make a rollover directly to a Roth
IRA.

       

      
        	
                9.  

              	
                By
      adding the following as a new section 7.7 and renumbering the remaining
      sections in Article 7 of the Merged
Plan:

              


      

       

      “7.7
Temporary Restrictions on Benefits Payable Due to Funded Status

      Notwithstanding
any other provision of the Plan, and effective on or after July 1, 2008, the
amount of benefit that may be earned under the Plan and the form of benefits
payable under the Plan may be restricted from time to time pursuant to Code
section 436 and ERISA section 206, for the period required under such sections,
due to the funded status of the Plan. Restrictions also may apply in the event
the Employer files for bankruptcy protection and the Plan’s funded status is at
a certain level.”

       

      
        	
                10.  

              	
                By
      replacing “Applicable Interest Rate” in section 2.1(f) of Appendix C, D,
      E, and F of the Merged Plan with “IRS Interest
  Rate.”

              


      

       

      
        	
                11.  

              	
                By
      substituting the following for section 2.1(g) of Appendix C, D, E, and F
      of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                         
      “(1)

              	
                Post-2007
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date after June 30, 2008, the IRS Interest Rate shall be
      determined as follows:

              


      

       

       

      
        	
                 
      

              	
                The
      term “IRS Interest Rate” means the interest rate determined by using a
      weighted average of the 30 year Treasury rate, and the three segment
      interest rates based on the monthly corporate bond yield curve “spot”
      rates (without regard to a 24 month average). The weighted average is
      determined as follows:

              


      

       

      
        	
                (i)  

              	
                2008:
      80% 30-yr Treasury; 20% segment
rates;

              


      

       

      
        	
                (ii)  

              	
                2009:
      60% 30-yr Treasury; 40% segment
rates;

              


      

       

      
        	
                (iii)  

              	
                2010:
      40% 30-yr Treasury; 60% segment
rates;

              


      

       

      
        	
                (iv)  

              	
                2011:
      20% 30-yr Treasury; 80% segment
rates;

              


      

       

      
        	
                (v)  

              	
                2012:
      100% segment rates.

              


      

       

      The IRS
Interest Rate for the Plan Year in which the Annuity Starting Date falls shall
be the rate determined for May of the preceding Plan Year.

       

      The IRS
Interest Rate described above shall be determined in accordance with Code
section 417(e)(3), as well as any written guidance issued by the IRS or Treasury
regarding such interest rate.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                (3)           
        

              	
                Pre-2008
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date prior to June 30, 2008, the IRS Interest Rate shall be
      determined as
      follows:

              


      

       

      
        	
                 
      

              	
                The
      term “IRS Interest Rate” means, for the Plan Year in which the Annuity
      Starting Date falls, the annual interest rate, as published by the United
      States Government, equal to the average yield on 30 year Treasury Constant
      Maturities (unrounded), for the second calendar month preceding the first
      day of the Plan Year during which the Annuity Starting Date occurs, or
      such other rate that may be prescribed by the Internal Revenue Service in
      lieu of such average yield.”

              


      

       

      
        	
                12.  

              	
                By
      substituting the following for section 2.1(h) of Appendix C, D, E, and F
      of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                “(1)

              	
                Post-2007
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date after June 30, 2008, the IRS Mortality Table shall be
      determined as follows:

              


      

       

      
        	
                 
      

              	
                The
      term “IRS Mortality Table” means the mortality table prescribed by the IRS
      pursuant to Code section 417(e)(3), and which the IRS shall publish from
      time to time. For the 2008 Plan Year, such mortality table will be the
      table published in Revenue Ruling 2007-67. For the 2009–2013 Plan Years,
      such mortality table will be the appropriate table published in the IRS
      Notice 2008–85.

              


      

       

      
        	
                 
      

              	
                The
      IRS Mortality Table described above shall be determined in accordance with
      Code section 417(e)(3) and any written guidance issued by the IRS or
      Treasury regarding such interest
rate.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Pre-2008
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date prior to July 1, 2008, the IRS Mortality Table shall be
      determined as follows:

              


      

       

      
        	
                 
      

              	
                IRS
      Mortality Table. The term “IRS Mortality Table” means the mortality table
      prescribed by the Internal Revenue Service pursuant to Code section
      417(e)(3) that is based on the prevailing commissioners’ standard table
      used to determine reserves for group annuity contracts issued on the
      Annuity Starting Date (or other specified
date).

              


      

       

      For
distributions with an Annuity Starting Date occurring after June 30, 2003, and
before July 1, 2008, the applicable table is described in Revenue Ruling 2001-62
(a fixed blend of 50 percent of the unloaded male mortality rates and 50 percent
of the unloaded female mortality rates in the 1994 Group Annuity Reserving
Table, projected to 2002). For distributions with an Annuity Starting Date
occurring after June 30, 1996, and before June 30, 2003, the applicable table is
described in Revenue Ruling 95-6 (a fixed blend of 50 percent of the male
mortality rates and 50 percent of the female mortality rates in the 1983 Group
Mortality Table).”

       

      
        	
                13.  

              	
                By
      substituting the following for section 2.1(q) of Appendix C, D, E, and F
      of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                “(q)

              	
                “Direct
      Rollover” means the transfer of a Participant’s or Beneficiary’s
      Cash-out distribution as defined in section 2.1(j) from the Plan to an
      Eligible Retirement Plan specified by the Participant or
      Beneficiary.”

              


      

       

      
        	
                14.  

              	
                By
      substituting the following for section 2.1(x) of Appendix C, D, E, and F
      of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                “(x)

              	
                “Eligible
      Rollover Distribution” means a distribution to a Participant or
      Beneficiary under the Plan other than (a) any distribution that is one of
      a series of substantially equal periodic payments (not less frequently
      than annually) made for the life (or life expectancy) of the Participant
      or Beneficiary, or for a specified period of ten years or more and (b) any
      distribution to the extent such distribution is required under section
      401(a)(9).”

              


      

       

      
        	
                15.  

              	
                By
      adding the following as a new section 2.1(ll) of Appendix D, E, and F of
      the Merged Plan and re-lettering the subsequent subsections of section 2.1
      of said Appendices:

              


      

       

      
        	
                 
      

              	
                “(ll)

              	
                Optional
      Joint and Survivor Annuity. Effective on and after July 1, 2008, an
      Employee eligible for a distribution in the form of a Qualified Joint and
      Survivor Annuity may elect, within the Election Period pursuant to a
      Qualified Election, to receive an Optional Joint and Survivor Annuity. An
      Optional Joint and Survivor Annuity means a benefit commencing at a time
      provided in section 7 with monthly payments for the life of the
      Participant, and, if the Participant dies after the date for commencement
      of his benefit payments, with monthly payments for the life of the Spouse
      of the Participant after the Participant’s death which are 75 percent
      of the amount of the payments which are payable during the joint lives of
      the Participant and the Spouse and which is the amount of benefit which
      can be purchased with the Participant’s vested accrued
      benefit.”

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                16.  

              	
                By
      adding the following as a new section 2.1(mm) of Appendix C of the Merged
      Plan and re-lettering the subsequent subsections of section 2.1 of
      Appendix C:

              


      

       

      
        	
                 
      

              	
                “(mm)

              	
                Optional
      Joint and Survivor Annuity. Effective on and after July 1, 2008, an
      Employee eligible for a distribution in the form of a Qualified Joint and
      Survivor Annuity may elect, within the Election Period pursuant to a
      Qualified Election, to receive an Optional Joint and Survivor Annuity. An
      Optional Joint and Survivor Annuity means a benefit commencing at a time
      provided in section 7 with monthly payments for the life of the
      Participant, and, if the Participant dies after the date for commencement
      of his benefit payments, with monthly payments for the life of the Spouse
      of the Participant after the Participant’s death which are 75 percent
      of the amount of the payments which are payable during the joint lives of
      the Participant and the Spouse and which is the amount of benefit which
      can be purchased with the Participant’s vested accrued
      benefit.”

              


      

       

      
        	
                17.  

              	
                By
      adding the following as a new final sentence to section 2.1(qq) of
      Appendix C, D, E, and F of the Merged
Plan:

              


      

       

      “Further,
the term married or marriage means only a legal union (including a common law
marriage) between one man and one woman as husband and wife and the term
“spouse” refers only to an individual of the opposite sex who is a husband or
wife.”

       

      
        	
                18.  

              	
                By
      substituting the following for subsection 6.5(D) of Appendix C, D, E, and
      F of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                “(D)

              	
                Notwithstanding
      anything herein to the contrary and except with respect to Cash-out
      Distributions, effective for benefit commencement dates on or after
      July 1, 2008, up to and including the date this amendment is executed
      the value of a Participant’s reduced monthly benefit shall be the greater
      of such benefit determined (1) based on subsection (b) below or (2) based
      on the RP2000CH, 50 percent male/50 percent female, using an
      interest rate of 6 percent annum. For benefit commencement dates
      after the date this amendment is executed, any benefit other than a
      Cash-out Distribution shall be determined based on the RP2000CH, 50
      percent male, 50 percent female, using an interest rate of 6 percent
      per annum.”

              


      

       

      
        	
                19.  

              	
                By
      substituting the following for subsection 6.10(a) of Appendix C, D, E, and
      F of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                “(a)

              	
                “Notwithstanding
      anything herein to the contrary and except with respect to Cash-out
      Distributions, effective for benefit commencement dates on or after
      July 1, 2008, up to and including the date this amendment is executed
      the value of a Participant’s vested accrued benefit shall be the greater
      of such benefit determined (1) based on the 1971 Group Annuity table,
      using an interest rate of 6.5 percent per annum or (2) based on the
      RP2000CH, 50 percent male/50 percent female, using an interest rate of 6
      percent per annum. For benefit commencement dates after the date this
      amendment is executed, any benefit other than a Cash-out Distribution
      shall be determined based on the RP2000CH, 50 percent male, 50 percent
      female, using an interest rate of 6 percent per
  annum.”

              


      

       

      
        	
                20.  

              	
                By
      adding the following as a new final sentence to Section 4.6 of Appendix C,
      D, E, and F of the Merged Plan:

              


      

       

      “An
Employee who dies on or after January 1, 2007 while on qualified military leave
as such is defined under Code section 414(u), will be entitled to a benefit
determined and payable as if he resumed employment with the Employer and died or
became disabled immediately thereafter.”

       

      
        	
                21.  

              	
                By
      adding the following as a new 6.5(G) of Appendix C of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “G.

              	
                Notwithstanding
      anything herein to the contrary, if an Employee has a Spouse on his or her
      Annuity Starting Date, and the provisions of section 6.7 regarding
      Cash-out Distributions are inapplicable, the Employee may elect, within
      the Qualified Election Period pursuant to a Qualified Election, to receive
      an Optional Joint and Survivor Annuity in lieu of a Qualified Joint and
      Survivor Annuity or Life Annuity.”

              


      

       

      
        	
                22.  

              	
                By
      adding the following as a new 6.5(H) of Appendix D, E, and F of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “6.5(H)

              	
                Notwithstanding
      anything here in to the contrary, if an Employee has a Spouse on his or
      her Annuity Starting Date, and the provisions of section 6.7 regarding
      Cash-out Distributions are inapplicable, the Employee may elect, within
      the Qualified Election Period pursuant to a Qualified Election, to Receive
      an Optional Joint and Survivor Annuity in lieu of a Qualified Joint and
      Survivor Annuity of Life Annuity.”

              


      

       

      
        	
                23.  

              	
                By
      deleting subsection 6.10(a) of Appendix C, D, E, and F of the Merged
      Plan.

              


      

       

      
        	
                24.  

              	
                By
      adding the following as a new last sentence of section 7.3(A) of Appendix
      C, D, E, and F of the Merged Plan:

              


      

       

      “Distributions
made after December 31, 2007 may be rolled over directly to a Roth IRA. For tax
years beginning prior to January 1, 2010, certain income and filing status
restrictions may limit a Member’s ability to make a rollover directly to a Roth
IRA.”

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      
        	
                25.  

              	
                By
      adding the following after the phrase “Qualified Joint and Survivor
      Annuity” in the first sentence of subsection 7.3(c)(1) of Appendix C, D,
      E, and F of the Merged Plan:

              


      

       

      
        	
                 
      

              	
                “or
      an Optional Joint and Survivor
Annuity,”

              


      

       

      
        	
                26.  

              	
                By
      adding the following as a new section 7.7 and renumbering the remaining
      sections in Article 7 of Appendix C, D, E, and F of the Merged
      Plan:

              


      

       

      “7.7
Temporary Restrictions on Benefits Payable Due to Funded Status

      Notwithstanding
any other provision of the Plan, and effective on or after July 1, 2008, the
amount of benefit that may be earned under the Plan and the form of benefits
payable under the Plan may be restricted from time to time pursuant to Code
section 436 and ERISA section 206, for the period required under such sections,
due to the funded status of the Plan. Restrictions also may apply in the event
the Employer files for bankruptcy protection and the Plan’s funded status is at
a certain level.”

       

      
        	
                27.  

              	
                By
      adding the following to section 6.1A of Appendix E of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(aa)

              	
                $55.00,
      multiplied by the number of years of Credited Service earned from
      July 1, 2008 through June 30,
2009;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                $57.00,
      multiplied by the number of years of Credited Service earned from
      July 1, 2009 through June 30,
2010;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                $58.00,
      multiplied by the number of years of Credited Service earned from July 1,
      2010 through June 30, 2011;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                $59.00,
      multiplied by the number of years of Credited Service earned from
      July 1, 2011 through June 30, 2012;
and

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                $60.00,
      multiplied by the number of years of Credited Service earned after
      July 1, 2012.”

              


      

       

      
        	
                28.  

              	
                By
      adding the following to section 6.3A of Appendix E of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(aa)

              	
                $110.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2008 through June 30, 2009, provided, however, that such benefit shall
      be reduced to $55.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2008 through June 30, 2009, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or
disability;.

              


      

       

      
        	
                 
      

              	
                “(bb)

              	
                $114.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2009 through June 30, 2010, provided, however, that such benefit shall
      be reduced to $57.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2009 through June 30, 2010, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or
disability;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                $116.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2010 through June 30, 2011, provided, however, that such benefit shall
      be reduced to $58.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2010 through June 30, 2011, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or
disability;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                $118.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2011 through June 30, 2012, provided, however, that such benefit shall
      be reduced to $59.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2011 through June 30, 2012, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or disability;
and

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                $120.00
      multiplied by the number of his years of Credited Service earned after
      July 1, 2012, provided, however, that such benefit shall be reduced to
      $60.00 multiplied by the number of his years of Credited Service earned
      after July 1, 2012, after the Employee reaches age 62 or becomes eligible
      for an unreduced Federal Social Security benefit for age or
      disability.”

              


      

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                29.  

              	
                By
      adding the following to section 6.4A of Appendix E of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(aa)

              	
                $55.00
      multiplied by the number of years of Credited Service earned from
      July 1, 2008 through June 30,
2009;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                $57.00
      multiplied by the number of years of Credited Service earned from July 1,
      2009 through June 30, 2010;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                $58.00
      multiplied by the number of years of Credited Service earned from July 1,
      2010 through June 30, 2011;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                $59.00
      multiplied by the number of years of Credited Service earned from July 1,
      2011 through June 30, 2012; and

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                $60.00
      multiplied by the number of years of Credited Service earned after July 1,
      2012.”

              


      

       

      
        	
                30.  

              	
                By
      adding the following to section 6.1A of Appendix F of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(aa)

              	
                $55.00
      multiplied by the number of years of Credited Service earned from July 1,
      2008 through June 30, 2009;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                $57.00,
      multiplied by the number of years of Credited Service earned from
      July 1, 2009 through June 30,
2010;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                $58.00,
      multiplied by the number of years of Credited Service earned from
      July 1, 2010 through June 30,
2011;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                $59.00,
      multiplied by the number of years of Credited Service earned from
      July 1, 2011 through June 30, 2012;
and

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                $60.00,
      multiplied by the number of years of Credited Service earned after July 1,
      2012.”

              


      

       

      
        	
                31.  

              	
                By
      adding the following to section 6.3A of Appendix F of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(aa)

              	
                $110.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2008 through June 30, 2009, provided, however, that such benefit shall
      be reduced to $58.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2008 through June 30, 2009, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or
disability;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                $114.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2009 through June 30, 2010, provided, however, that such benefit shall
      be reduced to $57.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2009 through June 30, 2010, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or
disability;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                $116.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2010 through June 30, 2011, provided, however, that such benefit shall
      be reduced to $58.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2010 through June 30, 2011, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or
disability;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                $118.00
      multiplied by the number of his years of Credited Service earned from July
      1, 2011 through June 30, 2012, provided, however, that such benefit shall
      be reduced to $59.00 multiplied by the number of his years of Credited
      Service earned from July 1, 2011 through June 30, 2012, after the Employee
      reaches age 62 or becomes eligible for an unreduced Federal Social
      Security benefit for age or disability;
and

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                $120.00
      multiplied by the number of his years of Credited Service earned after
      July 1, 2012, provided, however, that such benefit shall be reduced to
      $60.00 multiplied by the number of his years of Credited Service earned
      after July 1, 2012, after the Employee reaches age 62 or becomes eligible
      for an unreduced Federal Social Security benefit for age or
      disability.”

              


      

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                32.  

              	
                By
      adding the following to section 6.4A of Appendix F of the Merged
      Plan:

              


      

       

      
        	
                 
      

              	
                “(aa)

              	
                $55.00
      multiplied by the number of years of Credited Service earned from
      July 1, 2008 through June 30,
2009;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                $57.00
      multiplied by the number of years of Credited Service earned from July 1,
      2009 through June 30, 2010;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                $58.00
      multiplied by the number of years of Credited Service earned from July 1,
      2010 through June 30, 2011;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                $59.00
      multiplied by the number of years of Credited Service earned from July 1,
      2011 through June 30, 2012; and

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                $60.00
      multiplied by the number of years of Credited Service earned after July 1,
      2012.”

              


      

       

       

       

      * * * * *
* * * * *


      In
Witness Whereof, CTS Corporation has caused this Amendment to be signed
on its behalf and attested by its duly authorized officers this ____ day of
______________, 2009.

       

       

      
        
          	 	CTS
Corporation	 
	 	 	 	 
	 Attest:	 	By:__________________________	 
	 By
      :______________________________	 	Its:__________________________	 
	 Its:
      ______________________________	 	 	 
	 	 	 	 
	 	 	 (Corporate Seal)	 


        

      

       

       

       

       

    

    ++++++++++++++++++++++++++++++++++++++

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    

      Fourth
Amendment

      to
the

      CTS
Corporation Pension Plan

      (Amended
and Restated Effective May 1, 2006

      and dated
February 4, 2005)

       

       

      Whereas,
CTS Corporation (the “Company”) maintains the CTS Corporation  Pension
Plan (the “Merged Plan”) for the benefit of its eligible
employees;

       

      Whereas,
the Merged Plan consists of a main Plan document and several appendices which
form a part of the Plan and which together constitute a “single plan” as such
term is defined in Internal Revenue Code Section
1.414(1)–1(b)(1);

       

      Whereas,
Appendix C applies to employees and participants covered by the Resistor Network
Division Plan; Appendix D applies to employees and participants covered by the
Asheville Division, Electromechanical Group Plan; Appendix E applies to
employees and participants covered by the Electromechanical Division Plan; and
Appendix F applies to employees and participants covered by the CTS Corporate
Retirement Plan;

       

      Whereas,
the Company, through its Affiliate, the Dynamics Corporation of America,
maintains the Retirement Plan for Employees of Dynamics Corporation of America
(the “DCA Plan”) as amended and restated effective January 1, 2002 and further
amended from time to time;

       

      Whereas,
the Merged Plan has been amended and restated, with the most recent restatement
dated February 4, 2005;

       

      Whereas,
effective December 31, 2009, the Company will merge the DCA Plan into the Merged
Plan;

       

      Whereas,
the assets and liabilities of the DCA Plan will be transferred to the Merged
Plan not later than December 31, 2009;

       

      Whereas,
under section 9.1 of the Merged Plan, the Company reserves the right to amend,
modify, suspend, or terminate the Merged Plan (including the Appendices made a
part thereof) at any time by resolution of the Board of Directors;
and

       

      Whereas,
the Company desires to amend the Merged Plan to reflect the
merger.

       

      Now,
therefore, the Merged Plan is amended as follows, effective December 31,
2009:

       

      
        	
                1.  

              	
                Effective
      as of December 31, 2009, Appendix G to the Merged Plan shall be
      established and shall consist of the pre-merger DCA Plan document (as
      amended and restated effective January 1, 2002, dated February 4, 2002, as
      amended), and the addendum and amendments thereto, and shall represent a
      complete set of provisions applicable to employees and participants to
      which Appendix G applies.

              


      

       

      
        	
                2.  

              	
                Section
      1.1 of the Merged Plan is amended in its entirety as
    follows:

              


      

       

      “1.1
Establishment of the Plan

      
        	
                (a)  

              	
                On
      August 13, 1975, CTS Corporation established a pension plan, and as may be
      amended from time to time, was known as the “CTS Corporation Salaried
      Employees’ Pension Plan” (hereinafter referred to as the
      “Plan”).

              


      

       

      
        	
                (b)  

              	
                The
      Company, through its Resistor Network Division, also maintains the
      CTS Corporation Retirement Plan as adopted by the Resistor Network
      Division (the “Register Network Division Plan”). The Company, through its
      Ashesville Division, Electromechanical Group, further maintains the CTS
      Corporation Retirement Plan, as adopted by the Asheville Division,
      Electromechanical Group (the “Asheville Division Plan”). The Resistor
      Network Division Plan and the Asheville Division Plan were merged into the
      Plan as of December 31, 2002. The assets and liabilities of the Resistor
      Network Division Plan and the Asheville Division Plan were merged into
      this Plan at such time. The post-merger surviving plan was renamed the CTS
      Corporation Pension Plan (the “Plan”, effective December 31, 2002), and
      applies to certain salaried and hourly employees who satisfy the
      requirements for participation. The Company, through its Electromechanical
      Division, also maintains the CTS Corporation Retirement Plan as adopted by
      the Electromechanical Division (the “Electromechanical Division Plan”) and
      the CTS Corporation Retirement Plan (the “Corporate Plan”). The
      Electromechanical Division Plan and the Corporate Plan were merged into
      this Plan as of December 31, 2008. The assets and liabilities of the
      Electromechanical Division Plan and the Corporate Plan were merged into
      this Plan at such time. The post-merger Plan applies to certain salaried
      and hourly employees who satisfy the requirements for
      participation.

              


      

       

      
        	
                (c)  

              	
                Effective
      as of December 31, 2009, the Merged Plan document contains new Appendix G,
      which is the prior DCA Plan document and represents a complete set of
      provisions applicable to employees and participants to which Appendix G
      applies. The assets and liabilities of the DCA Plan were merged into this
      Plan at such time.

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
the foregoing, the Merged Plan contained in this document and Appendix C through
G is intended to be a “single plan” as such term is defined in IRS regulation
section 1.414(l)-1(b)(1). All of the assets of the Merged Plan shall be
available to provide benefits under the Merged Plan. At the discretion of the
Administrator, separate accounting may be maintained for various divisions of
the Company participating in the Merged Plan for purposes of cost allocation,
but separate accounting shall not be maintained for purposes of providing
benefits under the Merged Plan.”

       

      
        	
                3.  

              	
                Section
      1.4 is amended in its entirety as
follows:

              


      

       

      “1.4
Appendices to the Plan Representing Plans Merged into the Merged
Plan

      
        	
                (a)  

              	
                Effective
      December 31, 2002, the Plan contains Appendix C which consists of the
      prior plan document for the Resistor Network Division Plan (as amended and
      restated effective December 8, 1994 and most recently dated June 12,
      2002). Appendix C represents a complete set of provisions for Employees
      and Participants to which the Appendix
applies.

              


      

       

      
        	
                (b)  

              	
                Effective
      December 31, 2002, the Plan contains Appendix D which consists of the
      prior plan document for the Asheville Division Plan (as amended and
      restated effective December 8, 1994 and most recently dated June 12,
      2002). Appendix D represents a complete set of provisions for Employees
      and Participants to which the Appendix
applies.

              


      

       

      
        	
                (c)  

              	
                Effective
      December 31, 2008, the Plan contains Appendix E which consists of the
      prior plan document for the Electromechanical Division Plan (as amended
      and restated effective March 1, 2005 and most recently dated February 5,
      2005). Appendix E represents a complete set of provisions for Employees
      and Participants to which the Appendix
applies.

              


      

       

      
        	
                (d)  

              	
                Effective
      December 31, 2008, the Plan contains Appendix F which consists of the
      prior plan document for the Corporate Plan (as amended and restated
      effective March 1, 2005 and most recently dated February 5, 2005).
      Appendix F represents a complete set of provisions for Employees and
      Participants to which the Appendix
applies.

              


      

       

      
        	
                (e)  

              	
                Effective
      December 31, 2009, the Plan contains Appendix G which consists of the
      prior plan document for the DCA Plan (as amended and restated effective
      January 1, 2002, dated February 2, 2002, as amended). Appendix G
      represents a complete set of provisions for Employees and Participants to
      which the Appendix applies.”

              


      

       

      
        	
                4.  

              	
                Section
      2.22 of Appendix G is amended in its entirety as
  follows:

              


      

       

      “2.22
Plan Year

      Prior to
the merger with the CTS Corporation Pension Plan, the Plan Year was the
12 consecutive month period coinciding with the calendar
year.”

       

      
        	
                5.  

              	
                By
      adding the following as a new section 4.06(h)(1) of Appendix
      G:

              


      

       

      
        	
                 
      

              	
                “(1)

              	
                For
      purposes of Annuity Starting Dates before January 1,
  2008,

              


      

       

      
        	
                (A)  

              	
                “Applicable
      Mortality Table” means the table as described in IRS Revenue Ruling
      2001-62.

              


      

       

      
        	
                (B)  

              	
                “Applicable
      Interest Rate” means a rate of interest equal to the annual rate of
      interest on 30-year Treasury securities for the month immediately
      preceding the Plan Year in which the Annuity Commencement Date
      occurs.

              


      

       

      
        	
                (2)  

              	
                “Effective
      for annuity starting dates on or after January 1, 2008, and before
      January 1, 2010, lump sum distributions (or any other form of benefit
      determined to be a “decreasing annuity” based on IRS regulations or other
      guidance) shall be determined based on the IRS Mortality Table and the IRS
      Interest Rate as follows:

              


      

       

      
        	
                (A)  

              	
                IRS
      Mortality Table. The term “IRS Mortality Table” means the mortality
      table prescribed by the IRS pursuant to Code section 417(e)(3), and which
      the IRS shall publish from time to time. For the 2008 Plan Year, such
      mortality table will be the table published in Revenue Ruling 2007-67. For
      the 2009 Plan Year, such mortality table will be the appropriate table
      published in IRS Notice
2008-85.

              


      

       

      
        	
                (B)  

              	
                IRS
      Interest Rate. The term “IRS Interest Rate” means the interest rate
      determined by using a weighted average of the 30 year Treasury rate, and
      the three segment interest rates based on the monthly corporate bond yield
      curve “spot” rates (without regard to a 24 month average). The weighted
      average is determined as
follows:

              


      

       

      
        	
                (i)  

              	
                2008:
      80% 30-yr Treasury; 20% segment
rates;

              


      

       

      
        	
                (ii)  

              	
                2009:
      60% 30-yr Treasury; 40% segment
rates;

              


      

       

      
        	
                (iii)  

              	
                2010:
      40% 30-yr Treasury; 60% segment
rates;

              


      

       

      
        	
                (iv)  

              	
                2011:
      20% 30-yr Treasury; 80% segment
rates;

              


      

       

      
        	
                (v)  

              	
                2012
      and later years: 100% segment
rates.

              


      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      The IRS
Interest Rate for the Plan Year in which the Annuity Starting Date falls shall
be the rate determined for December of the preceding Plan Year.

       

      The IRS
Interest Rate and IRS Mortality Table described above shall be determined in
accordance with Code section 417(e)(3), as well as any written guidance issued
by the IRS or Treasury regarding such interest rate or mortality
table.”

       

      
        	
                (3)  

              	
                “Effective
      for annuity starting dates on or after January 1, 2010, lump sum
      distributions (or any other form of benefit determined to be a “decreasing
      annuity” based on IRS regulations or other guidance) shall be determined
      based on the IRS Mortality Table and the IRS Interest Rate as
      follows:

              


      

       

      
        	
                (A)  

              	
                IRS
      Mortality Table. The term “IRS Mortality Table” means the mortality table
      prescribed by the IRS pursuant to Code section 417(e)(3), and which the
      IRS shall publish from time to time. For the 2009-2013 Plan Years, such
      mortality table will be the appropriate table published in IRS Notice
      2008-85.

              


      

       

      
        	
                (B)  

              	
                IRS
      Interest Rate. The term “IRS Interest Rate” means the interest rate
      determined by using a weighted average of the 30 year Treasury rate, and
      the three segment interest rates based on the monthly corporate bond yield
      curve “spot” rates (without regard to a 24 month average). The weighted
      average is determined as follows:

              


      

       

      
        	
                (i)  

              	
                2010:
      40% 30-yr Treasury; 60% segment
rates;

              


      

       

      
        	
                (ii)  

              	
                2011:
      20% 30-yr Treasury; 80% segment
rates;

              


      

       

      
        	
                (iii)  

              	
                2012
      and later years: 100% segment
rates.

              


      

       

      The IRS
Interest Rate for the Plan Year in which the Annuity Starting Date falls shall
be the rate determined for May of the preceding Plan Year.

       

      The IRS
Interest Rate and IRS Mortality Table described above shall be determined in
accordance with Code section 417(e)(3), as well as any written guidance issued
by the IRS or Treasury regarding such interest rate or mortality
table.”

       

      
        	
                (4)  

              	
                “For
      purposes of this section 4.06, effective for annuity starting dates during
      the 2010 calendar year, lump sum distributions (or any other form of
      benefit determined to be a “decreasing annuity” based on IRS regulations
      or other guidance) shall be determined based on the IRS Mortality Table
      and IRS Interest Rate as set out in 4.06(h)(2) or 4.06(h)(3) above,
      whichever results in the larger
distribution.”

              


      

       

      * * * * *
* * * * *

       

       


      In
Witness Whereof, CTS Corporation has caused this Amendment to be signed
on its behalf and attested by its duly authorized officers this ____ day of
______________, 2009.

       

       

       

      
        
          	 	CTS
Corporation	 
	 	 	 	 
	 Attest:	 	By:
      _________________________________	 
	 By:
      _________________________________	 	Its:
      _________________________________	 
	 Its:
      _________________________________	 	 	 
	 	 	 (Corporate Seal)	 


        

      

       

      
      



    +++++++++++++++++++++++++++++++++++++++

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    
       

      Second
Amendment

      to
the

      Retirement
Plan for Employees of Dynamics Corporation of America

      (Amended
and Restated Effective May 1, 2006 and Dated February 4, 2005)

       

       

      Whereas,
Dynamics Corporation of America (the “Company”) maintains the Retirement Plan
for Employees of Dynamics Corporation of America (the “Plan”) for the benefit of
its eligible employees;

       

      Whereas,
the Plan has been amended and restated, with the most recent restatement dated
February 4, 2005;

       

      Whereas,
under section 10.01 of the Plan, the Company reserves the right to amend,
modify, suspend, or terminate the Plan at any time by resolution of the Board of
Directors;

       

      Whereas,
the Company has deemed it desirable to amend the Plan to comply with final
regulations under Code section 415, effective as of January 1,
2008.

       

      Now,
therefore, the Plan is amended by replacing section 4.06 of the Plan with
the following:

       

      
        	
                 
      

              	
                        
      “(a)

              	
                Notwithstanding
      any other provisions of this Plan to the contrary, in no event may the
      annual benefit provided under this Plan (together with that provided by
      all other defined benefit plans of the Employer) for any Participant for a
      limitation year (which shall be the Plan Year) exceed the maximum
      permissible annual benefit allowed under Code section 415, as it may be
      amended from time to time or as allowed by regulations issued thereunder,
      and which, as permitted under the Code is hereby incorporated by
      reference.

              


      

       

      
        	
                 
      

              	
                In
      determining the limitations under this section 4.06, the “RPA ’94 Section
      415 Effective Date” under Revenue Ruling 98-1 (commonly referred to as the
      “GATT Effective Date”) shall be July 1, 1996. Furthermore, a
      Participant’s “RPA ’94 Old Law Benefit” under Revenue Ruling 98-1 shall
      not be protected as a minimum
benefit.

              


      

       

      
        	
                 
      

              	
                The
      maximum dollar amount payable from the Plan shall be automatically
      adjusted on January 1 of each year to reflect increases in the
      cost-of-living, as determined by the Secretary of the Treasury. In
      addition, the dollar amount shall be increased as of July 1, 2003 in
      order to incorporate the Code section 415(b)(1)(A) increase permitted by
      EGTRRA. All of the increases described in this paragraph shall be
      applicable to active Participants
only.

              


      

       

      
        	
                (b)  

              	
                After
      the limitations have been determined under (a) above, any reduction in
      benefits in any defined benefit plan of the Employer will be made in this
      Plan first.

              


      

       

      
        	
                (c)  

              	
                In
      the event that any Participant is a participant in a defined contribution
      plan or plans of the Employer, the sum of the defined benefit plan
      fraction and the defined contribution plan fraction (as such terms are
      defined in Code section 415(e)) for any limitation year with respect to
      such Participant shall not exceed one. It is intended to reduce the
      benefits payable under any defined benefit plan to the extent possible, if
      necessary, to prevent the sum of the defined benefit plan fraction and the
      defined contribution plan fraction from exceeding 1.0 before reducing
      contributions to any defined contribution plan. Notwithstanding the
      foregoing, effective for limitation years beginning on or after
      January 1, 2000, the provisions of this subsection (c) shall not be
      applicable to active Participants.

              


      

       

      
        	
                (d)  

              	
                Compensation
      as used in this section means amounts actually paid during a limitation
      year which is the amount of income reported on Box 1 of the Form W-2
      provided to the Employee by the Employer (or any other section of the Form
      W-2 which is analogous to Box 1, to the extent that such Form is hereafter
      revised), and shall also include amounts which are reduced pursuant to a
      salary reduction arrangement, under Code section 125, 132(f)(4), or
      401(k).

              


      

       

      
        	
                 
      

              	
                For
      limitation years beginning on or after January 1, 2008, the following
      provisions shall apply in determining an Employee's
      Compensation:

              


      

       

      
        	
                (1)  

              	
                “Regular
      Compensation” includes compensation for services during the Employee's
      regular working hours, and also includes overtime, shift differential,
      commissions, bonuses, and similar types of payments. Regular compensation
      that would have been paid to a Participant if such Participant's Vesting
      Service did not terminate, and which is paid to that Participant within
      the later of (i) 2-1/2 months following the termination of Vesting
      Service, or (ii) the last day of the limitation year that includes the
      date of termination, shall be included as
  "Compensation."

              


      

       

      
        	
                (2)  

              	
                Severance
      pay and parachute payments under Code section 280G(b)(2) paid to a
      Participant after his Vesting Service terminates shall not be included as
      Compensation.

              


      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                (3)  

              	
                The
      Code section 401(a)(17) pay cap limitation shall apply in determining
      Compensation under this section
7.5.

              


      

       

      
        	
                (4)  

              	
                Payment
      for unused accrued sick, vacation, or other leave that would have been
      included as Compensation if paid prior to the termination, which is paid
      within the later of (i) 2-1/2 months following the Termination of
      Employment, or (ii) the last day of the limitation year that includes the
      date of Termination of Employment, shall be included as “Compensation” if
      the Participant would have been able to use the leave if his service had
      not terminated.

              


      

       

      
        	
                (5)  

              	
                Salary
      continuation payments made to Participants who leave employment to perform
      qualified military service (as defined in Code section 414(u)(1)), to the
      extent that those payments do not exceed the amounts the Participant would
      have otherwise received, if the Participant had otherwise continued to
      provide services for the Employer, shall be considered as
      Compensation.

              


      

       

      
        	
                (e)  

              	
                Notwithstanding
      any provision of this section 4.06 to the contrary, effective July 1,
      2006, where a benefit is payable in any form that is subject to Code
      Section 417(e)(3), in determining the equivalent straight life annuity,
      the interest rate used shall be the greatest of (i) 5.5%; (ii) the rate
      the provides a benefit of not more than 105% of the benefit that would we
      provided if the Applicable Interest Rate were the interest rate
      assumption; or (iii) the rate specified in any other applicable provision
      of the Plan, in accordance with Code Section
    415(b)(2)(E)(ii).

              


      

       

      
        	
                (f)  

              	
                In
      no event shall this section 4.06 decrease a Participant’s current accrued
      benefit calculated under the Plan as in effect on December 31, 1983,
      December 31, 1987, or December 31, 2007, provided such benefit
      complied with the maximum benefit limitation then in effect, and for the
      2007 year, April 5, 2007.”

              


      

       

      * * * * *
* * * * *

       

      In
Witness Whereof, Dynamics Corporation of America has caused this
Amendment to be signed on its behalf and attested by its duly authorized
officers this ____ day of September, 2009.

       

       

       

      
        
          	 	Dynamics Corporation of
      America	 
	 	 	 	 
	 Attest:	 	By:___________________________	 
	 Its:
      ______________________________	 	Its:___________________________	 
	 By:
      ______________________________	 	 	 


        

      

    

     

     

    ++++++++++++++++++++++++++++++++++++++++

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    
 

    
      Third
Amendment

      to
the

      Retirement
Plan for Employees of Dynamics Corporation of America

      (Amended
and Restated Effective May 1, 2006 and Dated February 4, 2005)

       

       

      Whereas,
Dynamics Corporation of America (the “Company”) maintains the Retirement Plan
for Employees of Dynamics Corporation of America (the “Plan”) for the benefit of
its eligible employees;

       

      Whereas,
the Plan has been amended and restated, with the most recent restatement dated
February 4, 2005;

       

      Whereas,
under section 10.01 of the Plan, the Company reserves the right to amend,
modify, suspend, or terminate the Plan at any time by resolution of the Board of
Directors;

       

      Whereas,
the Company has deemed it desirable to amend the Plan to reflect changes in laws
and regulations issued since the last restatement of the Plan;
and

       

      Whereas,
this Third Amendment is generally effective January 1, 2008, certain provisions
are retroactively effective, as specifically noted herein. In cases when
provisions are identified as retroactively effective, the Plan has been
administered in a manner consistent with such changes at all times on and after
such effective dates.

       

      Now,
therefore, the Plan is amended in the following
particulars:

       

      
        	
                1.  

              	
                By
      replacing section 2.19 with the
following:

              


      

       

      “2.19
Marriage and Spouse

      The term
“marriage” or “married” means only a legal union (including a common law
marriage) between one man and one woman as husband and wife and the term
“spouse” refers only to an individual of the opposite sex who is a husband or
wife.”

       

      
        	
                2.  

              	
                Add
      the following as a new subsection
4.01(a)(iv):

              


      

       

      
        	
                 
      

              	
                “(iv)

              	
                Further,
      in no event shall a Participant accrue Future Service Retirement Income
      with respect to any Year of Service in which the Participant meets the
      definition of Highly Compensated Employee as set out in Code section
      414(q) and the regulations
thereunder.”

              


      

       

      
        	
                3.  

              	
                By
      replacing subsection 4.06(h) with the
following:

              


      

       

      “For
purposes of this section 4.06 and effective for annuity starting dates on or
after January 1, 2008, lump sum distributions (or any other form of benefit
determined to be a “decreasing annuity” based on IRS regulations or other
guidance) shall be determined based on the IRS Mortality Table and the IRS
Interest Rate as follows:

       

      
        	
                (a)  

              	
                Post-2007
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date on or after January 1, 2008, the IRS Mortality Table and IRS
      Interest Rate shall be determined as
  follows:

              


      

       

      
        	
                (1)  

              	
                IRS
      Mortality Table. The term “IRS Mortality Table” means the mortality
      table prescribed by the IRS pursuant to Code section 417(e)(3), and which
      the IRS shall publish from time to time. For the 2008 Plan Year, such
      mortality table will be the table published in Revenue Ruling 2007-67. For
      the 2009-2013 Plan Years, such mortality table will be the appropriate
      table published in IRS Notice
2008-85.

              


      

       

      
        	
                (2)  

              	
                IRS
      Interest Rate. The term “IRS Interest Rate” means the interest rate
      determined by using a weighted average of the 30 year Treasury rate, and
      the three segment interest rates based on the monthly corporate bond yield
      curve “spot” rates (without regard to a 24 month average). The weighted
      average is determined as
follows:

              


      

       

      
        	
                (A)  

              	
                2008:
      80% 30-yr Treasury; 20% segment
rates;

              


      

       

      
        	
                (B)  

              	
                2009:
      60% 30-yr Treasury; 40% segment
rates;

              


      

       

      
        	
                (C)  

              	
                2010:
      40% 30-yr Treasury; 60% segment
rates;

              


      

       

      
        	
                (D)  

              	
                2011:
      20% 30-yr Treasury; 80% segment
rates;

              


      

       

      
        	
                (E)  

              	
                2012
      and later years: 100% segment
rates.

              


      

       

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      The IRS
Interest Rate for the Plan Year in which the Annuity Starting Date falls shall
be the rate determined for December of the preceding Plan Year.

       

      The IRS
Interest Rate and IRS Mortality Table described above shall be determined in
accordance with Code section 417(e)(3), as well as any written guidance issued
by the IRS or Treasury regarding such interest rate or mortality
table.

       

      
        	
                (b)  

              	
                Pre-2008
      Plan Year Annuity Starting Dates. For distributions with an Annuity
      Starting Date prior to January 1, 2008, the IRS Interest Rate shall be
      determined as follows:

              


      

       

      
        	
                 
      

              	
                The
      Term “IRS Interest Rate” means, for the Plan Year in which the Annuity
      Starting Date falls, the annual rate, as published by the United States
      Government, equal to the average yield on 30-year Treasure Constant
      Maturities (unrounded), for the first calendar month preceding the first
      day of the Plan Year during which the Annuity Starting Date occurs, or
      such other rate that may be prescribed by the Internal Revenue Service in
      lieu of such average yield.”

              


      

       

      
        	
                4.  

              	
                By
      replacing section 4.12 with the
following:

              


      

       

      “Notwithstanding
any provision of the Plan to the contrary, contributions, benefits, and service
credits with respect to qualified military service will be provided in
accordance with the mandatory provisions of section 414(u) of the Code and the
Uniformed Services Employment and Reemployment Rights Act (USERRA), provided the
Participant returns to employment with the Employer in accordance with USERRA.
Effective for deaths occurring on or after January 1, 2007, if a Participant
dies while on qualified military leave, as defined under USERRA, his benefit
hereunder will be determined as if he resumed employment with the Employer and
died immediately thereafter.”

       

      
        	
                5.  

              	
                By
      adding the following as a new section
7.02:

              


      

       

      “7.02
Restrictions Due to Funded Status

      Notwithstanding
any other provision of the Plan, and effective on or after January 1, 2008, the
amount of benefit that may be accrued under the Plan and the form of benefits
payable under the Plan may be restricted from time to time pursuant to Code
section 436 and ERISA section 206, for the period required under such sections,
due to the funded status of the Plan. Restrictions may also apply in the event
the Employer files for bankruptcy protection and the Plans funded status is
below a certain level.”

       

      
        	
                6.  

              	
                By
      adding the following as a new last sentence of subsection
      12.02(a):

              


      

       

      “Effective
for distributions after December 31, 2006, the non-spouse beneficiary of an
Employee or former Employee is a Distributee. Distributions made after December
31, 2007 may be rolled over directly into a Roth IRA. For tax years beginning
prior to January 1, 2010, certain income and filing status restrictions may
limit a Participant’s ability to make a rollover directly to a Roth
IRA.”

       

      * * * * *
* * * * *

       

      In
Witness Whereof, Dynamics Corporation of America has caused this
Amendment to be signed on its behalf and attested by its duly authorized
officers this ____ day of ___________________, 2009.

       

       

       

      
        
          	 	Dynamics Corporation of
      America	 
	 	 	 	 
	 Attest:	 	By:
      _________________________	 
	 By:
      ____________________________	 	Its:
      _________________________	 
	 Its:
      ____________________________	 	 	 
	 	 	 (Corporate Seal)	 


        

      

       

      
      

    

     

     

    +++++++++++++++++++++++++++++++++++++++

     

    
      
        
        

      

      
        18