<PAGE>  25
                                                                 EXHIBIT 10(a)



                            COACHMEN INDUSTRIES, INC.

                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                           (Amended and Restated as of

                                January 1, 2003)



<PAGE>  26



         Coachmen Industries,  Inc.  established the Coachmen  Industries,  Inc.
Supplemental  Deferred  Compensation  Plan,  effective  January 1, 2001, for the
benefit of a select group of management and other highly  compensated  employees
eligible to participate  therein. The Employer has amended from time to time and
now completely restates the Plan,  effective January 1, 2003, in the form stated
herein below.

                                    ARTICLE 1

                              ESTABLISHMENT/PURPOSE

1.01  PURPOSE:  This Plan is intended to permit the  Employer  to  establish  an
unfunded,  non-qualified  deferred  compensation  plan for a select group of its
management or highly  compensated  employees.  Accordingly,  it is intended that
this Plan be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

1.02  ADOPTION  OF PLAN:  The  Employer,  through  the  Committee,  adopts  this
restatement of the Plan pursuant to a directive of the Board.

                                    ARTICLE 2

                                   DEFINITIONS

When used in this Plan and its  Schedules,  the  following  words shall have the
meanings defined below, unless the context clearly indicates otherwise:

2.01 ACCOUNT:  The bookkeeping  accounts  maintained by the Service  Provider on
behalf of the Employer,  with appropriate  sub-accounts,  to reflect: (i) Salary
Deferral  Contributions,  contributed  to the Plan,  as may be  elected  by each
Participant;    (ii)   Employer   Contributions   (whether   Employer   Matching
Contributions,  Employer Basic Contributions or Employer Special Contributions),
each as adjusted for Deemed investment  experience,  transfers,  withdrawals and
distributions made in accordance with this Plan.

2.02  AFFILIATE:  Any  entity  which  is  part  of  (i) a  controlled  group  of
corporations or businesses under common control pursuant to Code ss.ss.414(b) or
(c); (ii) an affiliated  service group pursuant to Code ss.414(m);  or (iii) any
other entity  required to be  aggregated  with the Employer for purposes of Code
ss.414(o).

2.03  BENEFICIARY:  Any person who is  designated  by a  Participant  to receive
payment  of  benefits  under  this  Plan,  to the  extent  available,  after the
Participant's  death.  The Participant may specify his  Beneficiaries  on a form
approved  by the  Committee,  and  may  make  such  changes  to his  Beneficiary
designation  at such times as may be allowed by the  Committee.  Notwithstanding
anything in this Plan to the contrary, if the Participant  designates his spouse
as a Beneficiary of benefits payable hereunder,  and the Participant's  marriage
to that spouse is later terminated (whether by divorce, annulment, dissolution,



<PAGE>  27


or  otherwise),  the  Participant's  designation  of his spouse as a Beneficiary
shall be null and void,  and the  portion  of the  Participant's  benefits  that
would, but for this provision,  be payable to the  Participant's  spouse will be
payable as designated in the Participant's  Beneficiary  designation,  as if the
spouse had predeceased the Participant.

2.04 BONUS  COMPENSATION:  Any item of  Compensation  that would be payable to a
Participant  as a bonus but for the  existence of a Salary  Reduction  Agreement
executed by a Participant authorizing deferral of Bonus Compensation.

2.05 BONUS DEFERRAL  CONTRIBUTIONS:  A contribution to the Plan made pursuant to
Section 4.01 of the Plan, and allocated to the Accounts of Participants entering
into  a  Salary   Reduction   Agreement   authorizing   the  deferral  of  Bonus
Compensation.

2.06 BOARD:  The Board of Directors (or other governing board) of the Employer.

2.07 CHANGE IN CONTROL:  A Change in Control shall mean the occurrence of any of
the following:

         (i)      any "person" (as that term is used in Section 13(d) and 14(d)
                  of the  Securities  Exchange Act of 1934,  but  excluding  the
                  Employer,  its affiliates,  and any qualified or non-qualified
                  plan maintained by the Company or its affiliates)  becomes the
                  "beneficial owner" (as defined in Rule 13d-3 promulgated under
                  such  Act),  directly  or  indirectly,  of  securities  of the
                  Employer  representing  more than 20% of the  combined  voting
                  power of the Employer's then outstanding securities;

         (ii)     during a period of 24 months, a majority of the Board of
                  Directors  of the  Employer  ceases to consist of the existing
                  membership or successors  nominated by the existing membership
                  or their similar successors;

         (iii)    shareholder approval of a merger or consolidation of the
                  Employer  with any other  corporation,  other than a merger or
                  consolidation  which would result in the voting  securities of
                  the Employer outstanding  immediately prior thereto continuing
                  to  represent  (either by  remaining  outstanding  or by being
                  converted into voting securities of the surviving entity) more
                  than sixty percent  (60%) of the combined  voting power of the
                  voting  securities  of the Employer or such  surviving  entity
                  outstanding immediately after such merger or consolidation; or

         (iv)     shareholder approval of either (A) a complete liquidation or
                  dissolution of the Employer or (B) a sale or other disposition
                  of all or substantially all of the assets of the Employer,  or
                  a transaction having a similar effect.

2.08  COA  HOLDING:  That  bookkeeping  account  maintained  in the Plan for the
purpose of holding  contributions  that are to be converted to an  equivalent of
the common stock of the Employer as described in Plan Section 4.04(b)(i).

2.09 CODE: The Internal Revenue Code of 1986, and amendments thereto.



                                        2

<PAGE>  28


2.10 COMMITTEE: The Committee as provided for in this Plan, which shall have the
authority to direct the  operations of the Plan and such other  authority as may
be  prescribed  by the Plan.  To the extent that the Employer does not appoint a
Committee,  the Employer shall have the duties  assigned to the Committee by the
Plan.

2.11 COMPENSATION:  Any Employee's base salary (unreduced by deferrals made on a
pre-tax basis to any plan maintained under Code  ss.ss.401(k) or 125) plus Bonus
Compensation.

2.12 DEEMED:  When the word  "Deemed"  modifies any other word, a  Participant's
Account shall be adjusted or treated as if such other word actually  occurred or
existed within or to the Participant's Account.

2.13 DISABILITY:  The inability to engage in any substantial gainful activity by
reason of any medically  determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. The permanence and degree
of such impairment  shall be supported by medical  evidence.  The Employer shall
determine the existence of a Disability based on its current  disability policy,
applied on a uniform and nondiscriminatory basis.

2.14 EFFECTIVE DATE: The Effective Date of this restatement is January 1, 2003.

2.15 ELIGIBLE  EMPLOYEE:  An Employee who has been designated by the Employer to
be  eligible  to be a  Participant  in this  Plan  for the Plan  Year.  Eligible
Employees  shall be assigned to either Group A or Group B as  designated  by the
Employer.

2.16 EMPLOYEE:  Any employee of the Employer maintaining the Plan.

2.17 EMPLOYER:  Coachmen  Industries,  Inc. and any successor to the business of
the Employer establishing the Plan. An entity that is related to the Employer by
virtue of being a parent-subsidiary or brother-sister  controlled group with the
Employer, pursuant to Code ss.ss.414(b) or (c) may also be an Employer under the
Plan with the consent of the Board.

2.18 EMPLOYER BASIC CONTRIBUTIONS: Those contributions to the Plan made pursuant
toss.4.01 and allocated to the Accounts of Participants pursuant to Schedule B.

2.19 EMPLOYER  CONTRIBUTION:  An Employer Basic Contribution,  Employer Matching
Contribution, or Employer Special Contribution.

2.20  EMPLOYER  MATCHING  CONTRIBUTIONS:  Those  contributions  to the Plan made
pursuant  toss.4.01  and  allocated  as a  matching  contribution  to the Salary
Reduction Contributions or Bonus Deferral Contributions.

2.21  EMPLOYER  SPECIAL  CONTRIBUTION:  Those  contributions  to the  Plan  made
pursuant  toss.4.01  and  allocated  pursuant to the  provisions of an agreement
entered into between the Employer and a Participant.



                                        3

<PAGE>  29


2.22  EMPLOYMENT  COMMENCEMENT  DATE:  The date on which  an  Employee  first is
employed by the Employer.

2.23 ERISA: The Employee Retirement Income Security Act of 1974, as amended.

2.24 INVESTMENT FUND: One of the funds provided for in this Plan, as selected by
the  Employer  or the  Committee.  The common  stock of the  Employer  may be an
Investment Fund.

2.25 NORMAL RETIREMENT AGE: The date on which a Participant attains age 65.

2.26  PARTICIPANT:  An Eligible Employee who has been selected to participate in
the Plan and who has contributions credited to his or her Account. An individual
who has an Account in the Plan shall  continue  to be a  Participant  despite no
longer being an Eligible Employee.

2.27 PLAN:  The  non-qualified  deferred  compensation  plan  established by the
Employer,  which is intended to be a "top-hat" plan, as defined in Department of
Labor  Regulation  ss.2520.104-23,  and exempt from the provisions of Parts 2, 3
and 4 of Title I of ERISA.

2.28 PLAN YEAR:  The twelve-month period ending each December 31.

2.29 QUALIFIED PLAN: The Coachmen Industries, Inc. Retirement Plan and Trust, as
amended from time to time.

2.30 SALARY REDUCTION AGREEMENT: An election of the Participant made annually to
forego payment of  Compensation  in exchange for the  Employer's  promise to pay
benefits  pursuant to this Plan. Such Salary Reduction  Agreement,  to be valid,
must (i) be in writing, signed by the Participant prior to the start of the Plan
Year to which it relates  (except  that an  Eligible  Employee  may enter into a
Salary Reduction Agreement effective for the remainder of the Plan Year in which
the  Participant's  participation  in the  Plan  commences,  provided  that  any
reduction in Compensation specified in the Salary Reduction Agreement has effect
only with respect to Compensation  not yet earned or payable);  (ii) take effect
as of the  start  of the  following  Plan  Year  (or the  date  the  Participant
commences  participation in the Plan, if later); (iii) be irrevocable during the
Plan Year in which it is in effect (except that a Salary Reduction Agreement may
be revoked in its entirety  with respect to the  remainder of the Plan Year upon
election of the Participant);  and (iv) be on a form and submitted as prescribed
by the Committee. A Participant shall be permitted to enter into separate Salary
Reduction  Agreements  for base pay and Bonus  Compensation  in a Plan Year. Any
Salary  Reduction  Agreement in effect as of the last day of the Plan Year shall
be deemed  automatically  renewed for each  succeeding Plan Year unless a proper
election  modifying or terminating the prior Salary Reduction  Agreement is duly
filed with the Committee during the period of time prescribed by the Committee.



                                        4


<PAGE>  30


2.31 SALARY REDUCTION CONTRIBUTION: A contribution made to this Plan pursuant to
the Employer's  obligation to provide  certain  benefits in  consideration  of a
Participant entering into a Salary Reduction Agreement.

2.32  SERVICE  PROVIDER:  That  entity  appointed  by the  Committee  to perform
administrative services in connection with the operation of the Plan.

2.33 TRUST: The revocable grantor/rabbi trust established in connection with the
Plan.  The  Employer  or the  Committee,  as the  case  may be,  shall  have the
discretion  to  determine  whether  or  not a  Trust  shall  be  established  in
connection  with the  Plan;  provided,  however,  in the  event  of a Change  in
Control,  such discretion  shall be removed from the Employer and the Committee,
and a Trust shall be established  (if not already in existence) and fully funded
in accordance with Plan Section 4.03.

2.34 TRUST  AGREEMENT:  An  agreement  entered  into between the Trustee and the
Employer  providing for trust  services in connection  with a grantor trust that
may be established in connection  with this Plan. As of the Effective  Date, the
Trust Agreement is The Amended and Restated Coachmen Industries,  Inc. Executive
Benefit and Estate  Accumulation  Trust, as amended effective December 13, 2000,
and as may be amended from time to time.

2.35 TRUSTEE:  That  individual or individuals or corporate  entity having trust
powers  that  is  appointed  by the  Committee  to  perform  trust  services  in
connection with the Plan, whose  responsibilities  shall be governed by the Plan
and by the Trust Agreement.

2.36 YEAR OF SERVICE: A consecutive 12-month period of continuous service in the
employ  of the  Employer  commencing  on  the  latest  of:  (i)  the  Employee's
Employment  Commencement  Date;  (ii)  the  effective  date  of  the  Employer's
establishment of this Plan; or (iii) the date the Employee becomes a Participant
in the Plan.

                                    ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION

3.01 ELIGIBILITY: Employees will be designated as Eligible Employees and will be
assigned  as either  Group A or Group B  Participants  in the sole and  absolute
discretion  of the Board (or its  designee).  The  Board (or its  designee)  may
impose such terms and conditions upon each Eligible Employee prior to becoming a
Participant,  which shall be communicated to such Eligible Employee, in writing,
prior to  commencement  of  participation.  An Eligible  Employee shall commence
Participation as of any date specified by the Board.

3.02  PARTICIPATION:  A Participant  shall commence  participation  in Plan upon
completion of an appropriate Salary Reduction  Agreement  specifying that his or
her compensation be reduced, or by being credited with an Employer  Contribution
to his or her Account.



                                        5


<PAGE>  31


                                    ARTICLE 4

                             CONTRIBUTIONS/ACCOUNTS

4.01 CONTRIBUTIONS:  In accordance with this Plan and the agreement entered into
with the  Participant,  the Employer shall  establish each of the following book
entries and credit each Participant's Account with:

         a)       SALARY REDUCTION CONTRIBUTIONS: The amount of any Salary
                  Reduction  Contribution  elected by an Eligible  Employee in a
                  Salary Reduction Agreement for the Plan Year;

         b)       BONUS DEFERRAL CONTRIBUTIONS: The Amount of any Bonus Deferral
                  Contribution  elected  by an  Eligible  Employee  in a  Salary
                  Reduction Agreement for the Plan Year;

         c)       EMPLOYER BASIC CONTRIBUTIONS: An amount, as determined in the
                  sole  discretion of the  Employer,  which will be allocated to
                  the Accounts of Participants pursuant to an allocation formula
                  specified by the Board.  There shall be no requirement  that a
                  Basic Contribution be made, or if made, that it be made in the
                  same amount or for any or all Participants in the Plan;

         d)       Employer Matching Contributions: A contribution made on
                  account  of a  Participant's  Salary  Reduction  Contribution,
                  which amount is described in Schedule A of the Plan.

         e)       EMPLOYER SPECIAL CONTRIBUTIONS: An amount determined and
                  allocated according to the Board. There is no requirement that
                  any Employer Special Contribution be made, or if made, that it
                  be made in the same amount or for any or all  Participants  in
                  the Plan.

Benefits payable pursuant to this Plan shall be calculated with reference to the
contributions  credited  to  the  Participant's   Account,   together  with  any
adjustments made thereto pursuant to the provisions of this Plan.

4.02 PARTICIPANT  ACCOUNTS:  Each Participant  shall have established an Account
(with  sub-accounts as may be appropriate) which shall reflect any contributions
credited  pursuant to Section 4.01 of this Plan. All contribution  credits shall
be bookkeeping entries only and shall not constitute an actual allocation of any
assets of the Employer, or be deemed to create any trust,  custodial account, or
deposit  with  respect  to any  assets  which may be  utilized  to  satisfy  the
obligation of the Employer to provide the benefits specified in this Plan.

4.03 RABBI TRUST:

                  a) UNSECURED  OBLIGATION:  The  obligation  of the Employer to
                  provide  benefits  pursuant  to this  Plan  shall  be the sole
                  unsecured  promise of the



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<PAGE>  32


                  Employer  with  respect  to  this  Plan.  Notwithstanding  the
                  foregoing,  the  Employer  or the  Committee  may  establish a
                  trust,  pursuant  to a Trust  Agreement,  for the  purpose  of
                  setting  aside  funds to provide  for the  payment of benefits
                  under this Plan. However, the assets of the Trust shall at all
                  time remain subject to the claims of the general  creditors of
                  the Employer, and no Participant or Beneficiary shall have any
                  claim or right with  respect to the assets  held in the Trust,
                  except to the extent that the  Participant or Beneficiary is a
                  general creditor of the Employer.

                  b)  SPRINGING TRUST: Notwithstanding anything in this Plan (or
                  the  Trust  Agreement)  to  the  contrary,  upon a  Change  in
                  Control,  the  Employer  shall (i)  establish  a trust (if not
                  already  established)  as described in Plan Section 2.33, (ii)
                  maintain in the Trust an amount of money which is at all times
                  at least  equal to its  obligations  under this Plan by making
                  sufficient  contributions to the Trust,  immediately upon such
                  Change in  Control  in an  amount  equal to the  Plan's  total
                  liabilities; and (iii) direct the Trustee to invest the assets
                  of the Trust  proportionally  in  accordance  with  investment
                  directions given by each Participant.

4.04 INVESTMENTS:

                  a)   GENERALLY: To the extent that the Employer establishes a
                  Trust, such  contributions made to the Trust shall be invested
                  in one or more Investment  Funds as selected by the Committee.
                  At  the  discretion  of the  Employer,  a  Participant  may be
                  entitled to request  that his or her  Account be adjusted  for
                  investment  gains and  losses,  as if  invested in one or more
                  Investment  Funds  in  accordance  with  a  Deemed  investment
                  election of a Participant.  Deemed investment elections may be
                  (i) made with respect to existing  Account balances or current
                  contributions to the Participant's  Account, and (ii) shall be
                  subject to any limitations  imposed by the Committee from time
                  to time,  and made by such means as the  Employer  and Trustee
                  may agree.  The Employer or Service  Provider (as the case may
                  be) shall make such adjustments in  Participants'  Accounts to
                  reflect  any  investment  gains or losses  such  Participants'
                  Accounts would  experience if funds were actually  invested in
                  one or more  Investment  Funds  pursuant to the  Participant's
                  election.

                  b) RULES FOR INVESTMENT CHANGES: Participants may make changes
                  in  Deemed  investment  elections  at such  time,  and in such
                  manner  as  may be  specified  by the  Committee.  Any  Deemed
                  investment   election,   or  changes   to  Deemed   investment
                  elections, shall remain in effect until further changed by the
                  Participant.   Notwithstanding  the  preceding  sentence,  the
                  following  rules  shall  apply  to a  Participant  for  whom a
                  Matching Employer Contributions sub-Account is maintained:

                  i) Beginning  each  calendar  quarter on and after  January 1,
                  2003, any  contribution  that is to be Deemed  invested in the
                  common stock of the



                                        7


<PAGE>  33


                  Employer and any Deemed dividends paid on amounts Deemed to be
                  invested  in  the  common  stock  of  the  Employer  shall  be
                  accumulated  in COA Holding until the last business day of the
                  calendar quarter. On such last business day, the closing price
                  of one  share of the  Employer's  common  stock  on the  first
                  business day of the calendar  quarter  shall be compared  with
                  the closing price of one share of the Employer's  common stock
                  on the last business day of the calendar quarter,  and amounts
                  tracked on behalf of each  Participant in COA Holding shall be
                  converted  to Deemed  shares of the  Employer by dividing  the
                  total amount in COA Holding by the lower of the first business
                  day closing  price or the last  business day closing price and
                  by allocating those shares to each Participant based on his or
                  her contributions.  Once allocated to Participants, the Deemed
                  shares  are   credited   to  the   Participants'   appropriate
                  sub-Accounts  and COA Holding is reduced to zero.  The closing
                  prices  shall be as  provided  on the New York Stock  Exchange
                  Composite  Transaction  Tape and  reported  in the Wall Street
                  Journal,  Midwest Edition, or as reported in another reputable
                  publication   (determined  at  the  sole   discretion  of  the
                  Committee) if the Wall Street Journal is not available for the
                  respective  dates. All calculations  shall include  fractional
                  shares carried to the ninth decimal place.


                  ii) A  Participant  shall not be  permitted  to  redirect  the
                  Deemed  investment of his Matched Stock Account any time prior
                  to the calendar year in which he attains age fifty-five  (55).
                  In the  calendar  year in which the  Participant  attains  age
                  fifty-five (55), and in any calendar year thereafter until the
                  Participant  attains age  sixty-five  (65), a Participant  may
                  redirect the Deemed  investment of up to twenty  percent (20%)
                  of his or her Matched  Stock  Account  balance among the other
                  Investment Funds available in the Plan.

                  iii)  Notwithstanding  the  redirection   provisions  of  this
                  Section 4.04, a Participant may redirect the Deemed investment
                  of his or her Matched  Stock  Account any time  following  the
                  attainment of age  sixty-five  (65) or a Change in Control.  A
                  Beneficiary of a Participant  shall have the right to redirect
                  the  Deemed  investment  of the  Participant's  Matched  Stock
                  Account at any time following the Participant's death.

                  iv) A Participant  who elects to receive a payment in the form
                  of Employer  stock for the amount  represented  by the Matched
                  Stock Account will receive shares restricting his or her right
                  or  ability  to  sell  or  transfer   such  shares  until  the
                  Participant has attained age fifty-five (55).

                  v) For so long as Employer stock is a Deemed  investment under
                  the Plan,  no  Participant  shall have the right to direct the
                  vote  or  tender  any  Employer  stock  that is  Deemed  to be
                  credited to his Account.



                                        8

<PAGE>  34


                  vi)  The  Committee  may  in its  sole  discretion  refuse  to
                  recognize  participant  elections that it determines may cause
                  the   Participant's   Accounts   to  become   subject  to  the
                  short-swing profit provisions of Section 16b of the Securities
                  Exchange Act of 1934 and establish special election procedures
                  for participants subject to Section 16 of such Act.

4.05 EMPLOYER STOCK:  Deemed  purchases and allocations of Employer stock to the
bookkeeping  entry  Accounts  of Plan  Participants  shall  occur on a quarterly
basis.  Deemed  purchases  shall be  allocated  to such  Accounts as of the last
business day of each  calendar  quarter and shall be valued at the lesser of the
stock's  closing  price on the New York  Stock  Exchange  on  either  the  first
business day of the quarter or the last  business  day of the  quarter.  Nothing
herein shall be deemed to prevent the maintenance in the Participants'  Accounts
of fractional shares. All dividends payable on the Employer's common stock shall
be Deemed to be reinvested in additional  shares of the Employer's common stock.
Those  additional  shares  attributable  to the Matched  Stock  Account shall be
credited to the Matched Stock Account and any other  dividends  Deemed  received
will be credited to the  respective  sub-Account  that is not the Matched  Stock
Account.

4.06 PROVISIONS UPON A CHANGE IN CONTROL:  If there occurs Change in Control, in
addition to other  requirements  of the Plan,  the Board may take any additional
actions  deemed  reasonably  necessary  or desirable  to  accomplish  the stated
purposes  of this Plan,  and the  Committee  may cause the  contribution  by the
Employer of any amount equal to up to three (3) years of additional  Participant
Contributions  for  select  Group "A"  Participants  as  determined  by the Plan
Sponsor,  along with the Employer Matching  Contributions to the Plan that would
have been paid on such  Participant  Contributions,  as if the  Participants  in
Group "A" had  contributed  the maximum fifteen percent (15%) of base salary and
Bonus Compensation each year.



                                        9


<PAGE>  35


                                    ARTICLE 5

                             VESTING AND FORFEITURE

5.01 VESTING

                  a) A Participant's sub-Account consisting of his or her Salary
                  Reduction  Contributions  and  Bonus  Deferral  Contributions,
                  adjusted for Deemed earnings and losses thereon,  shall always
                  be 100% vested.

                  b)  A  Participant's   sub-Accounts   consisting  of  Employer
                  Contributions, adjusted for Deemed earnings and losses thereon
                  shall be vested according to the vesting  schedule  prescribed
                  in either Schedule A or Schedule B, as applicable.

                  c)  Notwithstanding  the preceding  provisions of this Section
                  5.01, a  Participant  shall be 100% vested in the value of his
                  sub-Accounts consisting of Employer Contributions adjusted for
                  Deemed  earnings and losses thereon upon the earliest to occur
                  of  any  of the  following:  (i) a  Change  in  Control;  (ii)
                  termination of employment with the Employer as a result of the
                  Participant's  death  or  Disability;   (iii)  termination  of
                  employment  at  or  after  Normal   Retirement  Age;  or  (iv)
                  effective  January 1, 2003, a  termination  of employment as a
                  result  of  such  other  extenuating   circumstance,   as  the
                  Committee shall determine, in its sole discretion.

5.02  FORFEITURES:  The  Participant  shall  forfeit  any  portion of his or her
Account  that is not vested at the time the  Participant  terminates  employment
with the Employer. Additionally, the Participant shall forfeit all of his or her
Account  attributable to Employer  Contributions  and Deemed earnings and losses
thereon,  regardless of the extent to which such Account is vested under Section
5.01 of the Plan, if the Participant, without the express written consent of the
Employer  and  within  six  (6)  months  following  his  or her  termination  of
employment with the Employer or its Affiliates,  works in any capacity for or on
behalf of any direct competitor  (including the competitor's  affiliates) of the
Employer or of any of its  Affiliates  and during such time  violates his or her
"Business Protection  Agreement" with the Employer or its Affiliates,  including
the   post-termination-of-employment   restrictions  on  competition   with  the
Employer,  solicitation  of the Employer's  employees,  or  solicitation  of the
Employer's  or  its  Affiliates'   vendors  or  customers   (regardless  of  the
enforceability of any such restrictions).

5.03 NON-VESTED AMOUNTS: To the extent that the Employer has made a contribution
to the Trust in connection with respect to this Plan, the amount of any such
contributions held in trust and forfeited pursuant to Section 5.02 shall be
returned to the Employer if the Trust is revocable; or if not revocable, then
the forfeited amounts shall continue to be held in trust until full satisfaction
of all of Employer's obligations under this Plan.



                                       10


<PAGE>  36


                                    ARTICLE 6

                                BENEFITS/PAYMENTS

6.01 GENERAL: A Participant shall be entitled to receive a benefit, when payable
pursuant to the terms of this Plan, in an amount equal to the total value of all
vested contributions credited to his or her Account, and adjusted for any Deemed
investment gains or losses.  All benefit payments shall be made by the Employer,
except as may be provided for in the Trust Agreement.  All appropriate taxes, as
determined by the Employer, shall be withheld from any payment distribution,  as
may be required by law, and remitted to the appropriate  taxing authority by the
Employer, or its agent.

6.02 PAYMENT EVENTS:  A Participant  shall be entitled to receive a distribution
from the Plan, pursuant to his or her election as to the form of distribution in
accordance with the following:

                  a)  SALARY   REDUCTION  AND  BONUS   REDUCTION   ACCOUNTS:   A
                  Participant  shall  receive  the  balance of his or her Salary
                  Reduction  and  Bonus  Reduction  sub-Accounts,  adjusted  for
                  Deemed  earnings and losses  thereon,  as soon as  practicable
                  following his or her termination of employment,  in conformity
                  with the Employer's payroll  practices,  but no later than 100
                  days following the Participant's termination of employment.

                  b) EMPLOYER  CONTRIBUTION  SUB-ACCOUNTS:  A Participant  shall
                  receive  the  balance  of  his or  her  Employer  Contribution
                  sub-Accounts  that have not been forfeited  under Section 5.02
                  of the Plan six (6) months  following  his or  termination  of
                  employment with the Employer and all of its Affiliates.

                  c)  CHANGE  IN  CONTROL:  Notwithstanding  the  provisions  of
                  paragraphs (a) and (b) above, a Participant  shall receive the
                  vested  balance  of his or  her  entire  Account  as  soon  as
                  practicable  following  the third  anniversary  of a Change in
                  Control, regardless of whether such Participant has incurred a
                  termination of employment from the Employer or its Affiliates.
                  If there  occurs a Change in Control,  the  Committee  and the
                  Employer  shall  direct the  Trustee to remit to the  Employer
                  amounts  necessary  to pay any taxes  that may be due for such
                  payments to the Participant  within the time period  described
                  herein.  After  remittance  of the  tax  reimbursement  to the
                  Employer, the Trustee shall remit the balance of the remaining
                  account  balances  maintained  on  behalf  of the  Participant
                  directly  to  the  Participant.   The  Trustee  shall  not  be
                  responsible   for  the   preparation   of  any  tax  reporting
                  materials,  nor the  remittance of any such taxes,  to any tax
                  authorities.  Such  responsibilities  shall be exclusively the
                  responsibility of the Employer.



                                       11


<PAGE>  37


6.03 FORM OF PAYMENT:

                  a)  A Participant shall irrevocably elect to receive a payment
                  of his or her benefits in either a single lump sum payment or
                  annual installment payments over a period that shall not be
                  less than 10 annual installments.

                  b)  A Participant's benefits shall be paid to him or her in
                  cash only.

6.04 DEATH  DISTRIBUTIONS:  To the extent not forfeited pursuant to the terms of
this  Plan,  upon the  death  of the  Participant,  any  benefit  to  which  the
Participant would be entitled to (but for his or her death) shall be paid to the
Participant's Beneficiary or Beneficiaries in a form elected by the Participant.
To the extent the Participant has not designated a Beneficiary to receive his or
her benefits pursuant to this Plan, the  Participant's  benefits (or the portion
thereof  not so payable  to a  Beneficiary)  shall be paid to the  Participant's
estate.

6.05 VALUATION OF BENEFIT PAYMENTS: Each day that the New York Stock Exchange is
open shall be a valuation  date for the Plan.  For purposes of assigning a value
to a distribution  to occur under either  Sections 6.02 or 6.04 of the Plan, the
Committee (or in the case of a Change in Control, the Trustee),  shall designate
the value of the  Participant's  Account as of the date or dates such Account is
to be paid out to the Participant.

                                    ARTICLE 7

                           ADMINISTRATION OF THE PLAN

7.01 PLAN  ADMINISTRATION:  The Plan shall be administered  by the Committee.  A
Participant  who also is a member of the Committee  shall not participate in any
decision  involving  such  individual's  rights,  duties  and  obligations  as a
Participant  under the Plan,  if such  participation  constitutes  a conflict of
interest.  Subject to the limitations of Section 8.01 of the Plan, any action to
be taken by the Employer in the Plan may be taken by the Committee.

7.02  COMMITTEE  ACTION:  A majority of the  Committee  (if it has more than two
members) shall constitute a quorum for the transaction of business.  All actions
taken by the  Committee at a meeting shall be by the vote of a majority of those
present at such meeting but any action may be taken by the  Committee  without a
meeting upon written consent signed by all of the members of the Committee.  The
Committee is expressly  authorized to delegate any and all authority  granted it
under this Plan to any employee of the Company, or to any other person.

7.03 PLAN RULES AND  REGULATIONS:  The Committee may from time to time establish
rules and  regulations  for the  administration  of the Plan and adopt  standard
forms to be used under the Plan, such as beneficiary designation forms, provided
such rules and forms are not  inconsistent  with the provisions of the Plan. Any
duties or  responsibilities  of the Committee may be delegated to any individual
employee or departmental function within the Company.



                                       12


<PAGE>  38


7.04   DETERMINATIONS  BY  COMMITTEE:   All  determinations  of  the  Committee,
irrespective  of their character or nature,  including,  but not limited to, all
questions  of  construction  and  interpretation,  shall be final,  binding  and
conclusive on all parties.  The Committee shall have discretionary  authority in
making  all  decisions  under the Plan,  including  factual  determinations.  In
construing or applying the provisions of the Plan, the Committee  shall have the
right to rely upon a written opinion of legal counsel,  which may be independent
legal counsel or legal counsel regularly employed by the Company, whether or not
any question or dispute has arisen as to any distribution from the Plan.

7.05 PLAN RECORDS:  The Committee shall be responsible for maintaining books and
records for the Plan.  Each  Participant  or the  Participant's  beneficiary  or
Representative  shall be notified  annually of the balance in the  Participant's
Account including the vested portion thereof.

7.06 PLAN  EXPENSES:  The Company  shall pay all expenses of  administering  the
Plan.

7.07 CLAIM  PROCEDURE:  Any person who believes he or she is being denied rights
or  benefits  under the Plan may file a written  claim with the  Committee.  The
Committee will notify the claimant in writing if the claim is denied. The notice
will:  (i) state the reasons  for the  denial,  (ii)  reference  pertinent  Plan
provisions on which the denial is based, (iii) describe any additional  material
or information needed; and (iv) state the steps to be taken to request review of
the  decision.  The  notice  will be given  within 90 days  after the  Committee
receives  the claim (or  within  180 days if  special  circumstances  require an
extension and written notice of the extension and  circumstances is given to the
claimant  within the initial 90 day  period).  If the notice is not given within
this  period,  the claim  will be  considered  denied as of the last day of such
period and the claimant may request review of the claim.

7.08 REVIEW PROCEDURE:  Within 60 days of receipt by the claimant of the written
notice  of  denial of the  claim,  or  within 60 days  after the claim is deemed
denied, the claimant may file a written request with the Committee for review of
the denied claim,  including the conducting of a hearing, if deemed necessary by
the Committee. The claimant may review pertinent documents and submit issues and
comments in writing.  The Committee will give its written  decision on the claim
appeal promptly,  but not later than 60 days after the receipt of the claimant's
request for review,  unless  special  circumstances  (such as the need to hold a
hearing)  require an extension  of time,  in which case the 60 day period may be
extended to 120 days. The Committee  shall notify the claimant in writing of the
extension.  The decision on review will: (i) state the reasons for the decision,
and (ii) contain references to pertinent Plan provisions upon which the decision
is based.



                                       13


<PAGE>  39


                                    ARTICLE 8

                                  MISCELLANEOUS

8.01  AMENDMENT  OR  TERMINATION:  The  Employer  reserves the right to amend or
terminate this Plan or its Trust (including the ability to revoke the Trust, but
subject to Plan Section 4.03) at any time, or from time to time, in any respect,
retroactively or prospectively,  by written instrument adopted by the Committee,
provided,  however,  that any amendment to the Plan intended to change the level
or type of benefits provided under the Plan (whether by increasing or decreasing
such  benefits)  must  be  approved  by a  written  instrument  adopted  by  the
Compensation  Committee of the Board.  No amendment or  termination  of the Plan
shall  reduce,  diminish,  or  otherwise  alter  the right of a  Participant  or
Beneficiary  to benefits to which he or she was  entitled,  had the  Participant
terminated  employment with the Employer on the day before the effective date of
the amendment or termination.

8.02 SPENDTHRIFT PROVISIONS:  Participants and Beneficiaries shall have no right
of anticipation of any benefits hereunder,  and may not sell, transfer,  assign,
pledge,  attach, or otherwise alienate any benefits payable hereunder.  Any such
attempt at alienation  shall be void, and not obligate the Employer,  Committee,
or Trustee,  or their agents or designees,  except to the extent provided for in
this Plan.

8.03 NON-CONTRACTUAL  PLAN: Nothing contained in this Plan shall be construed as
a commitment or agreement on the part of the Employer to continue the employment
of any person employed by the Employer; to continue the employment of any person
employed by the  Employer;  to continue  employment of any person at any rate of
pay or salary;  or diminish the right of the Employer to discharge any Employee.
The  provisions  of this Plan shall not operate as a guarantee  that  sufficient
assets will exist for the  Employer to pay any  benefits  pursuant to this Plan.
Participants shall be general creditors of the Employer with respect to benefits
payable hereunder.

8.04 SEVERABILITY: To the extent that any provision of this Plan is deemed to be
unenforceable,  or would in any way cause  this Plan to be subject to Parts 2, 3
or 4 of Title I of ERISA,  it shall be deemed  severed  from  this  Plan,  of no
further force or effect,  and shall not affect any other  provision of this Plan
which shall continue without the offending provision.

8.05 GOVERNING LAW: The provisions of this Plan shall be governed by the laws of
the State of Indiana to the extent not preempted by federal law.

8.06 CORPORATE SUCCESSORS:  This Plan shall not automatically be terminated upon
the sale,  transfer,  merger,  or other  conveyance of the Employer to, or with,
another  entity,  but shall survive  unless  amended or  terminated  pursuant to
Section 8.01 of the Plan.



                                       14


<PAGE>  40


         Executed on this the _____ day of March, 2003.


                                           THE COMMITTEE:


                                           Chief Financial Officer


                                           Controller


                                           Treasurer


                                           Sr. Vice President - Human Resources



                                       15


<PAGE>  41


                                   SCHEDULE A

Employees  designated  to be in the  Plan as  Group  "A"  Participants  shall be
administered  within the  parameters of this Schedule A. Schedule A is sometimes
referred to as the Supplemental Executive Retirement Plan or "SERP".

1.  ELIGIBILITY:  Group A  Participants  are eligible to participate in the Plan
effective January 1, 2001.  Participants are not required to first contribute to
the Qualified Plan to be eligible to defer in this Plan.

2. DEFERRAL LIMITS:  Group A Participants may elect to defer no less than 1% nor
more  than  15% of  each  of  his  or  her  base  salary  and  his or her  Bonus
Compensation into this Plan.

3. EMPLOYER MATCHING CONTRIBUTION: Until modified by the Committee or the Board,
Group A Participants  shall receive an Employer  Matching  Contribution each pay
period  in an  amount  equal  to 50% of  the  amount  deferred  by the  Group  A
Participant for such week. Fifty percent of the Employer  Matching  Contribution
shall be Deemed to be invested Employer common stock; the remaining 50% shall be
Deemed to be invested in accordance with Plan Section 4.04.

4. VESTING: Employer Contributions for Group A Participants shall vest according
to the following, subject to Plan Section 5.01:


                                Years of Service          Percent Vested
                                ----------------          --------------
                                    0-4                          0%
                                    5 or more                  100%




<PAGE>  42



                                   SCHEDULE B

Employees  designated  to be in the  Plan as  Group  "B"  Participants  shall be
administered  within the following  parameters of this Schedule B. Schedule B is
sometimes referred to as the "Mirror Plan" or Excess Benefit Plan.

1.  ELIGIBILITY:  Group B  Participants  are eligible to Participate in the Plan
effective  January  1,  2001.  Group  B  Participants  must  participate  in the
Qualified Plan up to the limitations prescribed by the Qualified Plan.

2.  DEFERRAL LIMITS: Group B Participants may elect to defer no less than 1% nor
more  than  15% of  each  of  his  or  her  base  salary  and  his or her  Bonus
Compensation into this Plan; provided,  however, that the combined contributions
between the Qualified Plan and this Plan may not exceed 20% of the Participant's
Compensation.

3. EMPLOYER MATCHING CONTRIBUTION: Until modified by the Committee or the Board,
Group B Participants  shall receive an Employer  Matching  Contribution each pay
period in an amount equal to 40% of the amount deferred by such  Participant for
such pay  period,  taking  into  account  no more than 6% of such  Participant's
Compensation  deferred  through  this Plan and the  Qualified  Plan for such pay
period.  Fifty percent of the Employer Matching  Contribution shall be Deemed to
be invested  Employer  common  stock;  the  remaining  50% shall be Deemed to be
invested in accordance with Plan Section 4.04.

4. VESTING: Employer Contributions for Group B Participants shall vest according
to the following, subject to Plan Section 5.01:


                                Years of Service          Percent Vested
                                ----------------          --------------
                                        1                       20%
                                        2                       40%
                                        3                       60%
                                        4                       80%
                                        5                      100%



<PAGE>  43


                                TABLE OF CONTENTS



ARTICLE

1.............................................................................1

1.01  Purpose.................................................................1

1.02  Adoption of Plan........................................................1


ARTICLE 2.....................................................................1

2.01 Account..................................................................1

2.02 Affiliate................................................................1

2.03 Beneficiary..............................................................1

2.04 Bonus Compensation.......................................................2

2.05 Bonus Deferral Contributions.............................................2

2.06 Board....................................................................2

2.07 Change of Control........................................................2

2.08  COA Holding.............................................................2

2.09  Code....................................................................2

2.10 Committee................................................................3

2.11 Compensation.............................................................3

2.12 Deemed...................................................................3

2.13 Disability...............................................................3

2.14 Effective Date...........................................................3

2.15 Eligible Employee........................................................3

2.16 Employee.................................................................3

2.17 Employer.................................................................3

2.18 Employer Basic Contributions.............................................3

2.19 Employer Contribution....................................................3

2.20 Employer Matching Contributions..........................................3

2.21 Employer Special Contribution............................................3


                                        i


<PAGE>  44


2.22 Employment Commencement Date.............................................4

2.23 ERISA....................................................................4

2.24 Investment Fund..........................................................4

2.25 Normal Retirement Age....................................................4

2.26 Participant..............................................................4

2.27 Plan.....................................................................4

2.28 Plan Year................................................................4

2.29 Qualified Plan...........................................................4

2.30 Salary Reduction Agreement...............................................4

2.31 Salary Reduction Contribution............................................5

2.32 Service Provider.........................................................5

2.33 Trust....................................................................5

2.34 Trust Agreement..........................................................5

2.35 Trustee..................................................................5

2.36 Year of Service..........................................................5


ARTICLE 3.....................................................................5

3.01 Eligibility..............................................................5

3.02 Participation............................................................5


ARTICLE 4.....................................................................6

4.01 Contributions............................................................6

4.02 Participant Accounts.....................................................6

4.03 Rabbi Trust..............................................................6

4.04 Investments..............................................................7

4.05 Employer Stock...........................................................9

4.06 Provisions Upon a Change in Control......................................9


ARTICLE 5....................................................................10

5.01 Vesting.................................................................10



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<PAGE>  45


5.02 Forfeitures.............................................................10

5.03 Non-vested Amounts......................................................10


ARTICLE 6....................................................................11

6.01 General.................................................................11

6.02 Payment Events..........................................................11

6.03 Form of Payment.........................................................12

6.04 Death Distributions.....................................................12

6.05 Valuation of Benefit Payments...........................................12


ARTICLE 7....................................................................12

7.01 Plan Administration.....................................................12

7.02 Committee Action........................................................12

7.03 Plan Rules and Regulations..............................................12

7.04 Determinations by Committee.............................................13

7.05 Plan Records............................................................13

7.06 Plan Expenses...........................................................13

7.07 Claim Procedure.........................................................13

7.08 Review Procedure........................................................13


ARTICLE 8....................................................................14

8.01 Amendment or Termination................................................14

8.02 Spendthrift Provisions..................................................14

8.03 Non-contractual Plan....................................................14

8.04 Severability............................................................14

8.05 Governing Law...........................................................14

8.06 Corporate Successors....................................................14



                                       iii