**COACHMEN
INDUSTRIES, INC.**
  **SUPPLEMENTAL
DEFERRED COMPENSATION PLAN**
  **(Amended
and Restated as of**
  **January
1, 2003)**
  
   
 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 §§414(b) or (c); (ii) an affiliated
service group pursuant to Code §414(m); or (iii) any other entity required to be
aggregated with the Employer for purposes of Code §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, 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
 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 §§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 §§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 to §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 to §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 to §4.01 and allocated pursuant to the
provisions of an agreement entered into between the Employer and a
Participant.
  3
 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
§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
 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
 **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 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.
  6
 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 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.
 
 7
  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.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.
 
 
 8
 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
 **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
 **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
 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
 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
 **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
 Executed
on this the  day of
March, 2003.
  THE
COMMITTEE:
  
 Chief
Financial Officer
  
 Controller
  
 Treasurer
  
 Sr. Vice
President - Human Resources
 30271007.1
 3/14/03
 
   15
 **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
      Vested0-4
    0%5
      or more
    100%
 
 
 **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
      Vested1
    20%2
    40%3
    60%4
    80%5
    100%
 
 
   
 **TABLE
OF CONTENTS**
 ARTICLE
      1
    
    11.01
    Purpose
    11.02
    Adoption
      of Plan
    1ARTICLE
      2
    
    12.01
    Account
    12.02
    Affiliate
    12.03
    Beneficiary
    12.04
    Bonus
      Compensation
    22.05
    Bonus
      Deferral Contributions
    22.06
    Board
    22.07
    Change
      of Control
    22.08
    COA
      Holding
    22.09
    Code
    22.10
    Committee
    32.11
    Compensation
    32.12
    Deemed
    32.13
    Disability
    32.14
    Effective
      Date
    32.15
    Eligible
      Employee
    32.16
    Employee
    32.17
    Employer
    32.18
    Employer Basic
      Contributions
    32.19
    Employer
      Contribution
    32.20
    Employer
      Matching Contributions
    32.21
    Employer
      Special Contribution
    32.22
    Employment
      Commencement Date
    42.23
    ERISA
    42.24
    Investment
      Fund
    42.25
    Normal
      Retirement Age
    42.26
    Participant
    42.27
    Plan
    42.28
    Plan
      Year
    42.29
    Qualified
      Plan
    42.30
    Salary
      Reduction Agreement
    42.31
    Salary
      Reduction Contribution
    52.32
    Service
      Provider
    52.33
    Trust
    52.34
    Trust
      Agreement
    52.35
    Trustee
    52.36
    Year
      of Service
    5ARTICLE
      3
    
    53.01
    Eligibility
    53.02
    Participation
    5ARTICLE 4
    
    64.01
    Contributions
    64.02
    Participant
      Accounts
    64.03
    Rabbi
      Trust
    64.04
    Investments
    74.05
    Employer
      Stock
    94.06
    Provisions
      Upon a Change in Control
    9ARTICLE
      5
    
    105.01
    Vesting
    105.02
    Forfeitures
    105.03
    Non-vested
      Amounts
    10ARTICLE
      6
    
    116.01
    General
    116.02
    Payment
      Events
    116.03
    Form
      of Payment
    126.04
    Death
      Distributions
    126.05
    Valuation
      of Benefit Payments
    12ARTICLE
      7
    
    127.01
    Plan
      Administration
    127.02
    Committee
      Action
    127.03
    Plan
      Rules and Regulations
    127.04
    Determinations
      by Committee
    137.05
    Plan
      Records
    137.06
    Plan
      Expenses
    137.07
    Claim
      Procedure
    137.08
    Review
      Procedure
    13ARTICLE
      8
    
    148.01
    Amendment
      or Termination
    148.02
    Spendthrift
      Provisions
    148.03
    Non-contractual
      Plan
    148.04
    Severability
    148.05
    Governing
      Law
    148.06
    Corporate
      Successors
    14