BorgWarner Inc.
                   2004 Deferred Compensation Plan






















                             July 1, 2004

                              ARTICLE 1
                  purpose, status and effective date
      Section 1.1   Purpose of Plan.  BorgWarner Inc., a Delaware
corporation, has adopted the BorgWarner Inc. 2004 Deferred
Compensation Plan (the "Plan"), as set forth herein, as a means of
rewarding and retaining selected employees and to provide such
individuals the opportunity for capital accumulation through
elective deferrals of compensation.  The Plan is also the successor
to, amends and restates, assumes the obligations of, and replaces
the BorgWarner Inc. Executive Deferred Compensation Plan (formerly
named the Borg-Warner Automotive Inc. Deferred Compensation Plan)
(the "Prior Plan").  Effective as of July 1, 2004, or as soon as
practical thereafter, the account balances under the Prior Plan of
Prior Plan participants shall be transferred to the Plan, which
shall comprise the sole source of liability of the Company and of
Employers for the obligations under the Prior Plan.  With respect to
any participant in a Prior Plan whose Account balance has been
transferred into this Plan, the distribution of a Participant's
Account under the Plan shall be in complete satisfaction of the
Participant's right to a distribution under the Prior Plan.

     Section 1.2    Status of Plan.  The Company has established the
Plan as an unfunded deferred compensation plan for a select group of
management and highly compensated employees within the meaning of
sections 201(2), 301(3), and 401(1) of the Employee Retirement
Income Security Act of 1974, as amended.  The Plan shall at all
times be administered and interpreted in a manner that is consistent
with such status.

     Section 1.3    Effective Date.  The effective date of the Plan
is July 1, 2004.

                              ARTICLE 2
                             definitions
Under the Plan, when capitalized, the following definitions shall
apply:

     Section 2.1    Account shall mean the bookkeeping account for a
Participant that is established and maintained to record the
Participant's interest under the Plan.  The balance posted to the
record of the Account of a Participant shall consist of the sum of
the Participant's balance transferred from the Prior Plan (if any)
and Deferrals, adjusted for earnings, losses, appreciation,
depreciation, distributions, expenses, and other charges made
against the Account pursuant to Article 6.

     Section 2.2    Administrative Committee shall mean the
administrative committee of the Company appointed by the Board of
Directors to administer the Plan, with the powers set forth in
Article 9 and as elsewhere provided in the Plan, other than those
powers that the Board of Directors has reserved for itself.

     Section 2.3    Beneficiary shall mean the person or persons or
entity designated by the Participant to receive the balance of the
Participant's Account in the event of the Participant's death.  The
designation may be in favor of one or more Beneficiaries, may
include contingent as well as primary designations and named or
unnamed trustees under any will or trust agreement, may apportion
the benefits payable in any manner among the Beneficiaries;
provided, however, that a married Participant's primary Beneficiary
shall be at all times, while the Participant is married, the
Participant's current spouse unless the spouse consents in writing,
properly notarized or witnessed by a member of the Administrative
Committee or its delegatee, to the naming by the Participant of
someone other than the spouse as a primary Beneficiary, and the
consent acknowledges the financial effect of the waiver and further
acknowledges the nonspouse beneficiary(ies), class of beneficiaries
or contingent beneficiary(ies) and the specific form of payment, if
any, chosen by the Participant.  A Participant's designation of one
or more Beneficiaries shall be made in writing in a manner
designated by the Administrative Committee and shall not be
effective until received by the Administrative Committee.  If a
Participant who is unmarried at the time of his or her death fails
to properly designate a Beneficiary or if the designated
beneficiaries of such unmarried Participant shall have predeceased
the Participant, the Participant's estate shall be the Beneficiary.
If a married Participant's spouse has validly consented to the
designation of a Beneficiary(ies) other than such spouse and such
designated beneficiaries shall have predeceased the Participant, the
Participant's spouse shall be the Beneficiary.

Subject to the provisions of the preceding paragraph requiring
spousal consent to a married Participant's designation of a
Beneficiary other than such Participant's spouse, a Participant may
change his or her Beneficiary without the consent of any Beneficiary
by similar instrument in accordance with rules and procedures
established by the Administrative Committee.  The beneficiary
designation form received and acknowledged most recently by the
Administrative Committee shall control as of any date.  If
concurrent Beneficiaries are named without specifying the proportion
of benefits due each, distribution shall be made in equal shares to
those Beneficiaries.

     Section 2.4    Board of Directors shall mean the Board of
Directors, as constituted from time to time, of BorgWarner Inc.  If
the Board of Directors has delegated any of its authority under the
Plan to a committee or to an individual, the term "Board of
Directors" shall also include such committee or individual.

     Section 2.5    BW Stock Unit shall mean a measure of
participation under the Plan which has a value based on Common
Stock.  Each BW Stock Unit credited to a Participant's Account
represents an obligation of the Company or relevant Employer to make
a payment of cash equal to the fair market value of a share of
Common Stock to such Participant at such time as the Participant's
Account shall become distributable to him or her under the terms of
the Plan.  In the event of any Company stock split, stock dividend,
recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event, or any distribution to
holders of Common Stock other than a regular cash dividend, the
number of BW Stock Units credited to Participants' Accounts under
the Plan shall be appropriately adjusted by the Board of Directors.
The decision of the Board of Directors regarding any adjustment
shall be final, binding, and conclusive.
     Section 2.6    Business Day shall mean a day on which the New
York Stock Exchange is open for trading.
     Section 2.7    Change in Control shall mean the happening of
any of the following events:
     (i)  The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act )(a
"Person ") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of
this Section 2.7, the following acquisitions shall not constitute a
Change in Control: (W) any acquisition directly from the Company,
(X) any acquisition by the Company, (Y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company, or (Z) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (iii) of this
Section 2.7; or

     (ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

     (iii)     Consummation by the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition of
assets of another corporation (each of the foregoing, a "Business
Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than sixty percent
(60%) of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially
all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior
to the Business Combination and (C) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or

     (iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

     Section 2.8    Claimant shall mean the Participant or
Beneficiary or his or her representative submitting a claim for
benefits under the Plan.

   Section 2.9 Code shall mean the Internal Revenue Code of 1986, as
amended, or as it may be amended from time to time.

     Section 2.10   Common Stock shall mean common stock, $0.01 par
value, of BorgWarner Inc.

     Section 2.11   Company shall mean BorgWarner Inc., a Delaware
corporation, and any successor thereto which continues the Plan.

     Section 2.12   Compensation shall mean the definition of
compensation for the Plan Year announced in writing by the
Administrative Committee on or before the due date for the
Administrative Committee's receipt of Participants' Deferral
Elections for such Plan Year.  Unless and until superceded, the
definition of compensation announced by the Administrative Committee
for a Plan Year shall remain in effect for subsequent Plan Years.

     Section 2.13   Deferral Election shall mean the election or
elections filed by the Participant with the Company to defer
Compensation under the Plan.

     Section 2.14   Deferrals shall mean the amounts credited to a
Participant's Deferrals Account as Deferrals pursuant to the
Participant's Deferral Elections.

     Section 2.15   Disability shall mean "Permanent Disability" as
defined in and as determined by, the plan administrator of the RSP
under the RSP's procedures for disability claims.  In addition,
where the context so requires, "Disability" shall mean a termination
of employment by reason of Disability.

     Section 2.16   Effective Date shall mean the date set forth in
Section 1.3.

     Section 2.17   Eligible Employee shall mean an Employee who
satisfies the requirements for eligibility under Article 3 of the Plan.

     Section 2.18   Employee shall mean any common law employee of
the Company or a subsidiary who is expressly designated as an
employee.  Any person who is not expressly designated as an employee
by the Company (or by the subsidiary of the Company for whom the
person performs services) shall not be an Employee for purposes of
the Plan, notwithstanding that such person may be later determined
by the Internal Revenue Service or by a court of competent
jurisdiction to be a common law employee.

     Section 2.19   Employer shall mean, with respect to any
Participant, the Company or, if applicable, a subsidiary of the
Company (that is participating in the Plan with the consent of the
Board of Directors) that employs such Participant.

     Section 2.20   6ERISA shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     Section 2.21   Hardship shall mean a severe financial hardship
to the Participant resulting from a sudden and unexpected illness or
accident of the Participant, or of a dependent of the Participant
(as dependent is defined in Code section 152(a)), loss of the
Participant's property due to casualty or other similar
circumstances, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant.  The circumstances that shall constitute a Hardship
shall depend upon the particular facts of each case.  A financial
need shall not constitute a severe financial hardship to the extent
that it can be or is relieved (i) through reimbursement or
compensation by insurance or another party, (ii) by liquidation of
the Participant's assets, unless such liquidation would itself cause
severe financial hardship, or (iii) by cessation of Deferrals under
the Plan.  The purchase of a home or the payment of college tuition
for a child or spouse shall not constitute a Hardship under the Plan.

     Section 2.22   Hardship Withdrawal shall mean a distribution of
all or a portion of a Participant's Account by reason of Hardship.

     Section 2.23   Investment Option shall mean a security, mutual
fund, common or collective trust, insurance company pooled separate
account, or other benchmark for measuring the income, gain or loss
recorded for a Participant's Account.

    Section 2.24    Participant shall mean an Employee who satisfies
the eligibility and participation criteria in Article 3 and shall
include an Employee whose account balance under the Prior Plan has
been transferred to this Plan.

  Section 2.25 Plan shall mean this BorgWarner Inc. 2004 Deferred
Compensation Plan, as herein set out or as duly amended, which is
the successor to and which amends and restates, the BorgWarner Inc.
Executive Deferred Compensation Plan (formerly known as the
Borg-Warner Automotive, Inc. Executive Deferred Compensation Plan).

    Section 2.26    Plan Year shall mean the calendar year, except
that the initial Plan Year shall commence on July 1, 2004.

     Section 2.27   Retirement shall mean the Participant's
termination of employment with the Company and all Employers (i) on
or after the last day of the calendar month coincident with or
immediately following the day on which the Participant attains age
65, or age 60 if the Participant has been credited with at least 15
years of service as determined under the RSP, or (ii) with the
written consent of the Participant's Employer that such termination
of employment shall constitute retirement.

     Section 2.28   RSP shall mean the BorgWarner, Inc. Retirement
Savings Plan.

    Section 2.29    Scheduled Withdrawal shall mean a distribution
of all or a portion of the Deferrals credited to a Participant's
Account in the year elected by the Participant for such distribution.

     In addition, other capitalized terms set forth in the Plan
shall have the meanings first ascribed to them.

ARTICLE 3
ELIGIBILITY AND PARTICIPATION

     Section 3.1    Eligibility.

A.   Participation in the Plan is limited to Employees who are
expressly selected for Plan participation by the Board of Directors.


B.   In lieu of expressly selecting Employees for Plan
participation, the Board of Directors may establish eligibility
criteria providing for the participation of all Employees who
satisfy such criteria.

C.   The Board of Directors may adopt, amend or abolish a
Participant's selection for eligibility or eligibility criteria
under Sections A and B hereof at any time, and for any reason, by
resolution, which resolutions shall be attached to the copy of the
Plan maintained by the Company and shall be effective as of the date
specified therein, or if later, the date submitted to the Company.

     Section 3.2    Participation.  A Participant shall continue to
participate in the Plan with respect to amounts credited to his or
her Account until:  (i) the Participant ceases to satisfy any of the
eligibility criteria for participation under Section 3.1, and (ii)
there has been a complete distribution of the Participant's Account.

                              ARTICLE 4
                       CONTRIBUTIONS AND CREDITS
                         Section 4.1Deferrals.
A.   Generally.

     1.   A Participant may elect to make Deferrals to his or her
Account for a Plan Year by timely making a Deferral Election, in
such manner as the Administrative Committee shall prescribe, on or
before the due date established by the Administrative Committee for
the Plan Year for which the Deferral Election is being made.  Except
as provided in paragraph 3 of this subsection A, such due date shall
be prior to January 1 of the Plan Year for which the Compensation
would otherwise be payable.
     2.   The Administrative Committee may provide for separate
Deferral Elections and due dates for the various elements of
Compensation, such as base salary and bonuses.  Except as provided
in paragraph 3 of this subsection A, any Deferral Election must be
made prior to the period for which the element of Compensation being
deferred will be earned, as determined by the Administrative
Committee in its sole discretion, and the Participant's Deferral
Election shall only apply to Compensation earned after the date on
which it is received by the Administrative Committee.

     3.   A Participant who first becomes eligible for participation
in the Plan after January 1 of a Plan Year (including all
Participants for the initial Plan Year), who wishes to make
Deferrals to his or her Account for such Plan Year shall execute and
file with the Administrative Committee a Deferral Election within 30
days after the date on which such Participant first becomes eligible
to participate in the Plan.

     4.   Only one Deferral Election for each element of
Compensation may be made with respect to the Compensation to be
earned in a single Plan Year.  Any Participant who fails to timely
execute and file a Deferral Election with the Administrative
Committee for a Plan Year shall not be permitted to make Deferrals
for such Plan Year.

     5.   The Administrative Committee may establish separate
minimum deferral amounts (expressed as a whole percentage of
Compensation) for the deferral of each element of Compensation.
Unless otherwise provided by the Board of Directors, for any Plan
Year, the maximum amount of a Participant's Deferral Election for
base salary shall be 20% of the Participant's base salary and the
maximum amount of a Participant's Deferral Election for his or her
annual bonus shall be 100% of the annual bonus (if any bonus is
paid).  A Deferral Election shall direct the Company or the Employer
to reduce the Participant's Compensation (or the element thereof) by
the whole percentage specified by the Participant in the Deferral
Election.

     6.   The amount specified by the Participant in the Deferral
Election cannot reduce the Participant's current Compensation for
such Plan Year below the amount necessary to satisfy any applicable
taxes and withholdings required by law, as determined by the
Administrative Committee.

     7.   The Deferral Election of a Participant for base salary
shall continue in effect for each Plan Year following the effective
date of the Deferral Election until the first to occur of the
following:  (i) a new Deferral Election for base salary becomes
effective, (ii) the Participant revokes the Deferral Election, (iii)
the Participant ceases to be eligible to make Deferrals, or (iv) the
Participant terminates employment with the Company and all
Employers.  The Participant may make a new Deferral Election for
base salary for subsequent Plan Years by timely making a new
Deferral Election, in such manner as the Administrative Committee
shall prescribe, on or before the due date established by the
Administrative Committee for the Plan Year for which the Deferral
Election is being made.  The Participant may revoke a Deferral
Election for base salary during a Plan Year by filing a revocation
of such Deferral Election with the Administrative Committee, which
revocation shall be effective as provided by the Administrative
Committee.  Once filed with the Administrative Committee, a
revocation of a Deferral Election for base salary shall be
irrevocable for that Plan Year, and no further deferrals of the
Participant's base salary shall be permitted for the remaining
portion of such Plan Year.

     8.   A Deferral Election for Compensation other than base
salary shall be effective only for the Plan Year for which it is
made.  Once filed with the Administrative Committee, a Deferral
Election for Compensation other than base salary shall be irrevocable.

     9.   If the Participant does not make Deferrals for a Plan
Year, he or she may actively participate as of the next following
January 1, or any subsequent January 1, by making a Deferral
Election, in such manner as the Administrative Committee shall
prescribe, on or before the due date established by the
Administrative Committee for the Plan Year for which the Deferral
Election is being made, provided that the Participant satisfies or
will satisfy the eligibility criteria of Section 3.1 as of first day
of such Plan Year.

     10.  In making a Deferral Election, a Participant consents to
the Employer's withholding from his or her currently payable
Compensation the amount or amounts elected and the crediting of such
withheld amounts to the Participant's Account, as provided in the Plan.

B.   Hardship Suspensions of Deferrals.  Notwithstanding anything in
the foregoing of this Article to the contrary:  (i) a Participant
who receives a hardship distribution from a Code section 401(k) plan
maintained by the Participant's Employer shall be prohibited from
making Deferrals to this Plan for the longer of:  (a) the period
specified by the Code or its regulations for the suspension of a
participant's election to make elective deferrals following a
hardship distribution; or (b) the period specified in such Code
section 401(k) plan for such suspensions; and (ii) a Participant who
receives a Hardship Withdrawal during a Plan Year from the Plan
shall be prohibited from making Deferrals to this Plan for the
remainder of such Plan Year and the following Plan Year.

C.   Automatic Cancellation of Deferral Elections.  Notwithstanding
anything in the Plan to the contrary, in the event the Participant
ceases to satisfy the eligibility requirements to make Deferrals set
forth in Section 3.1, all of such Participant's outstanding Deferral
Elections shall immediately be cancelled, and the Participant's
right to make future Deferral Elections shall be suspended until the
Participant again satisfies such eligibility criteria.

     Section 4.2    Maximum Salary Reduction Contributions Required.

 Notwithstanding anything in the Plan to the contrary, for any Plan
Year, no Participant who is a participant in a 401(k) plan
maintained by his or her Employer shall have his or her Compensation
reduced pursuant to a Deferral Election until such Participant has
made the maximum elective deferrals to the 401(k) Plan allowable for
such year or the maximum elective contributions permitted under the
terms of such 401(k) plan for such year.

                              ARTICLE 5
                               VESTING

     Section 5.1    Deferrals.  A Participant shall at all times be
100% vested in amounts credited to the Participant's Account.

                              ARTICLE 6
               PARTICIPANT ACCOUNTs; INVESTMENT OPTIONS

     Section 6.1    Accounts.  The Administrative Committee shall
establish an Account for each Participant to record the Deferrals,
distributions, adjustments for income, gain or loss, forfeitures,
and other charges and credits to the Account under the Plan.  The
initial Account balance of a Participant who was a Prior Plan
participant and whose Prior Plan account balance was transferred to
the Plan pursuant to Article 1 shall include such transferred
balances.  In the case of an Employee who is subject to Section 16
of the Securities Exchange Act of 1934 ("Exchange Act"), ("Section
16 Participant") amounts credited to such Participant's Account from
the Prior Plan as BWA Stock Units shall continue to be credited
under the Plan as stock units (renamed herein as BW Stock Units)
until distributed to the Participant pursuant to the terms of the
Plan.

     Section 6.2    Investment Options.  The Company shall offer one
or more Investment Options for measuring the income, gain or loss
recorded for a Participant's Account and may change Investment
Options at any time.  Until the Board of Directors otherwise
provides, the Investment Options under the Plan shall consist of (i)
those investment options available to participants under the RSP,
excepting The BorgWarner Inc. Stock Fund, and (ii) for Section 16
Participants whose Accounts include BWA Stock Units transferred from
the Prior Plan, BW Stock Units.

     Section 6.3    Participant Allocations.

A.   A Participant shall elect on his or her Deferral Election form
or on such other form or by such other means as may be specified by
the Administrative Committee, one or more Investment Options to
which Deferrals to be credited to the Participant's Account shall be
allocated.  A Participant may change the allocation of future
Deferrals among the Investment Options and may change the allocation
of his or her Account balance among the Investment Options as
frequently as permitted by the Administrative Committee under rules
and procedures applicable to all Participants.  The Administrative
Committee shall establish and may prospectively change its rules
regarding the timing and frequency of Investment Option elections
and may establish minimum amounts or percentages for allocating
Deferrals and transferring Account balances among the Investment
Options.

B.   In the event a Participant fails or refuses to make an election
allocating Deferrals credited to his or her Account among the then
available Investment Options, the Administrative Committee shall, in
its discretion, either:  (i) reject the Participant's Deferral
Election as incomplete; or (ii) specify the Investment Option or
Investment Options to which the Participant's Account shall be
allocated and notify the Participant of its selection, which
notification may be the Account statements provided to the Participant.

C.   Whenever the Company pays a dividend on its Common Stock, in
cash or property, at a time when a Participant has BW Stock Units
credited to his or her Account, the Participant shall be credited
with a number of additional BW Stock Units equal to the result of
multiplying the number of BW Stock Units in the Participant's
Account on the dividend record date by the dividend paid on each
share of Common Stock, and then dividing this amount by the price
per share of the Common Stock on the dividend payment date.  For
this purpose, the price per share of Common Stock shall be the
average of the daily high and low sales prices quoted on the New
York Stock Exchange composite tape for that date.  In the event no
trading is reported for the dividend payment date, the price per
share of Common Stock shall be the average of the high and low sales
prices of Common Stock for the Business Day first occurring after
the dividend payment date for which trading for Common Stock is
reported on the New York Stock Exchange composite tape.  In the case
of any dividend distributable in property other than Common Stock,
the per share value of the dividend shall be the value determined by
the Company for federal income tax reporting purposes.

D.   Notwithstanding anything in this Section to the contrary, no
Participant shall be permitted to (i) allocate any Deferrals under
the Plan to BW Stock Units, or (ii) transfer amounts credited to his
Account from any other Investment Option into BW Stock Units.  No
Section 16 Participant that has BW Stock Units credited to his or
her Account shall be permitted to transfer such amounts from BW
Stock Units to any other Investment Option.

     Section 6.4    Adjustment of Accounts.  A Participant's Account
balance shall be adjusted daily, based on the performance of the
Investment Options selected or deemed selected by the Participant,
as if the portion of the Participant's Account allocated to an
Investment Option were actually invested in such Investment Option
and adjusted for other amounts as if such other amounts were
actually charged or credited to an actual Account balance of the
Participant.  The Administrative Committee may also charge as an
expense against a Participant's Account:  (i) amounts customarily
charged by the sponsor of one or more Investment Funds that are
charged on a per Participant or per transaction basis and not
otherwise charged as an expense of an Investment Option; and (ii)
the Administrative Committee's and the Company's own expenses and
out-of-pocket fees in administering the Plan.  The Administrative
Committee's allocation of charges and expenses among Participant
Accounts shall be final and conclusive against the Participants and
all other parties.

     Section 6.5    Status of Investment Options.  The Investment
Options offered under the Plan are for the sole purpose of providing
a performance measurement for adjusting Participants' Accounts for
income, gain or loss.  Notwithstanding anything in this Plan to the
contrary, the Company shall not be required to actually invest
monies in any fund designated as an Investment Option, any decision
to so invest shall remain within the complete discretion of the
Company, and any amounts so invested shall remain the property of
the Company.  A Participant whose Account consists in whole or in
part of BW Stock Units shall have no rights of a shareholder of
Common Stock.  Neither the Participant nor his or her Beneficiary
shall have any right, other than the right of an unsecured general
creditor, against the Company or the Participant's Employer in
respect to the benefits payable, or which may be payable, to the
Participant or Beneficiary under the Plan.


                              ARTICLE 7
                       DISTRIBUTION OF BENEFITS

     Section 7.1    Distribution Election.  A Participant may elect
to receive a distribution of his or her Account upon the occurrence
of either of the following:

     A.   A distribution upon the first to occur of the
Participant's Retirement, or Disability ("Retirement/Disability
Distribution"); or

     B.   A date selected by the Participant to receive a
distribution of his or her Account ("Scheduled Withdrawal").

In addition, a Participant may elect to receive an Unscheduled
Distribution, as provided in Section 7.4, or a Hardship
Distribution, as provided in Section 7.5.  In the event of a Change
in Control, a Participant shall receive a distribution of his or her
Account as provided in Section 7.6.

Section 7.2    Retirement/Disabil4ity Distribution.  A Participant
may elect to receive a distribution of his or her Account upon the
first to occur of the Participant's Retirement or Disability.  A
Participant's election of a Retirement/Disability Distribution shall
be irrevocable.

Section 7.3     Scheduled Withdrawals.  A Participant may elect to
receive up to four (4) Scheduled Withdrawals of up to 100% in the
aggregate of the amount credited to his or her Account (in
increments of 1% or a specified dollar amount, as permitted by the
Administrative Committee), in one or more years specified by the
Participant, provided however, that any Scheduled Withdrawal shall
not commence any earlier than five (5) years after the end of the
Plan Year in which the Participant first commenced participation in
the Plan, and provided further, that a Participant shall not receive
a Scheduled Withdrawal of any amounts credited to his or her Account
as BW Stock Units.  The Administrative Committee may specify or
limit to one or more dates during a year (e.g., the first day of
every month) for which a Participant may elect a Scheduled
Withdrawal.

     Section 7.64   Unscheduled Distributions.  A Participant shall
be permitted to receive one Unscheduled Distribution per Plan Year
of up to 100% of his or her Account, provided however, that a
Participant shall not be permitted to receive an Unscheduled
Distribution of any amounts credited to his or her Account as BW
Stock Units.  An Unscheduled Distribution must be for a minimum
amount of $2,000, and an application for an Unscheduled Distribution
shall be made on such forms or by such means as the Administrative
Committee shall require.  An amount equal to 10% of the gross amount
of any Unscheduled Distribution allowed shall be permanently
forfeited by the Participant, with the Participant only receiving a
distribution of the net amount thereof.  A Participant who has
received an Unscheduled Distribution during a Plan Year is
prohibited from making Deferrals for the remainder of such Plan
Year.

     Section 7.5    Hardship Withdrawals.  Upon application to and
approval by the Administrative Committee, a Participant shall be
permitted a Hardship Withdrawal of up to 100% of his or her Account,
provided however, that a Participant shall not be permitted to
receive a Hardship Withdrawal of any amounts credited to his or her
Account as BW Stock Units.  The amount of any Hardship Withdrawal
shall not exceed the amount determined by the Administrative
Committee to be necessary to alleviate such Hardship, including any
taxes payable by the Participant as a result of receiving such
Hardship Withdrawal.  Prior to approving a Hardship Withdrawal, the
Administrative Committee shall require that the Participant submit
documentation and proof satisfactory to the Administrative Committee
that a Hardship has in fact occurred and that it cannot be relieved
by other means.  No Participant may receive more than one Hardship
Withdrawal in any Plan Year.  A Participant who has received a
Hardship Withdrawal during a Plan Year is prohibited from making
Deferrals for the remainder of such Plan Year and the following Plan
Year. An application for a Hardship Withdrawal shall be made on such
forms or by such means as the Administrative Committee shall
require.

     Section 7.6    Change in Control Distribution.  Upon the
occurrence of a Change in Control, a Participant shall receive a
complete distribution of his or her Account.

     Section 7.7    Postponement of Scheduled Withdrawal Date by
Participant.  A Participant may postpone to a later year the date of
a Scheduled Withdrawal if such change is made in writing (or by such
means as the Administrative Committee shall require) at least one
(1) year prior to the date of distribution specified in the original
Scheduled Withdrawal election.  No Scheduled Withdrawal may be
postponed more than once.

     Section 7.8    Form of Distributions.  Amounts distributed to a
Participant from his or her Account shall be paid in cash as follows:

     A.  In the case of a Retirement/Disability Distribution in
either (i) a single sum, or (ii) a distribution in approximately
equal annual installments payable over a period of 5, 10, or 15
years, as elected by the Participant, with one-fourth (1/4) of each
annual installment paid quarterly, such distribution to be paid (in
the case of a single sum) or commence to be paid (in the case of
annual installments) in the calendar quarter that begins after the
calendar quarter in which the Participant's Retirement or Disability
occurs, with the Participant's Account being valued as of the first
Business Day of the calendar quarter in which a distribution is
paid.  The Account balance of a Participant who fails or refuses to
elect a method of distribution shall be a single sum;

     B.  In the case of a Scheduled Withdrawal, an Unscheduled
Distribution, or a Change in Control Distribution, in a single sum
in the calendar quarter that begins after the calendar quarter in
which the event giving rise to the distribution occurs, with the
Participant's Account being valued as of the first Business Day of
the calendar quarter in which the single sum is paid; and

     C.  In the case of a Hardship Withdrawal, in a single sum as
soon as administratively possible following its approval by the
Administrative Committee, with the Participant's Account being
valued as of the date on which the Hardship Withdrawal is approved,
or if such date is not a Business Day, on the Business Day first
occurring after the date of approval.

     Section 7.9    Change in Form of Retirement/Disability
Distributions.  A Participant may change his or her form of
distribution election for a Retirement/Disability Distribution if
such change is made in writing at least six (6) months prior to the
Participant's Retirement or Disability.  In the event that the
Participant's most recent Retirement/Disability Distribution
election was made within six months of the Participant's Retirement
or Disability, the next most recent election made by the Participant
at least six (6) months prior to the Participant's Retirement or
Disability (or if none, the Participant's initial election) shall be
used.

     Section 7.10   Death Before Commencement of Distributions.  If
a Participant dies while an Employee or after Retirement or
Disability, but before a distribution of his or her Account has
commenced, the Participant's entire Account balance shall be paid to
his or her Beneficiary in cash in either (i) a single sum, or (ii) a
distribution in approximately equal annual installments payable over
a period of 5, 10, or 15 years, as elected by the Participant, with
one-fourth (1/4) of each annual installment paid quarterly, such
distribution to be paid (in the case of a single sum) or commence to
be paid (in the case of annual installments) in the calendar quarter
that begins after the calendar quarter in which the Participant's
death occurs, with the Participant's Account being valued as of the
first Business Day of the calendar quarter in which a distribution
is paid.

     Section 7.11   Death After Commencement of Distributions.  If a
Participant dies while an Employee and after a distribution of his
or her Account under the Plan has commenced, the Participant's
entire Account balance, including those amounts not yet
distributable, shall continue to be distributed to his or her
Beneficiary in cash under the distribution method elected by the
Participant.

     Section 7.12   Termination of Employment Prior to Retirement,
Death or Disability.  If a Participant terminates employment with
the Company and all Employers prior to his or her Retirement, death
or Disability for any reason, notwithstanding any distribution
election made by the Participant, the Participant's entire Account
balance shall be paid to the Participant in cash in a single sum in
the calendar quarter that begins six (6) months after the end of the
calendar quarter in which such termination of employment occurs,
with the Participant's Account being valued as of the first Business
Day of the calendar quarter in which the single sum is paid.

     Section 7.13   Postponement of Distributions by the Company.

     A.   Notwithstanding any other provision of this Plan or a
Participant's election to the contrary, in no event shall any amount
credited to a Participant's Account as BW Stock Units be distributed
from the Plan any earlier than six (6) months and one (1) day
following the date on which such stock units were first credited to
the Participant's Account as BW (or BWA) Stock Units.

     B.   The Administrative Committee shall postpone the conversion
to cash of BW Stock Units or the distribution of all or part of an
amount otherwise payable to a Participant to the extent that the
conversion or distribution would subject the Participant to
liability under Section 16(b) of the Exchange Act.

C.   The Administrative Committee may postpone the conversion to
cash of BW Stock Units or the distribution of all or part of an
amount otherwise payable to a Participant to the extent that the
conversion or distribution would subject the Participant to a
reporting obligation under Section 16(a) of the Exchange Act.

     D.   The Administrative Committee may postpone the distribution
of all or part of an amount otherwise payable to a Participant to
the extent that the distribution would not be deductible by the
Employer under Section 162(m) of the Code.
A conversion or distribution that is so postponed pursuant to this
Section 7.13 shall be converted and/or paid as soon as it is
possible to do so without the Participant incurring a reporting
obligation or liability under Section 16 of the Exchange Act or
within the deduction limitations of Section 162(m) of the Code,
whichever applies.


                              ARTICLE 8
                          CLAIMS PROCEDURES

     Section 8.1    Generally.  A distribution request (also
referred to herein as a claim) shall be made by filing a written
request with the Administrative Committee on a form provided by the
Administrative Committee, which shall be delivered to the
Administrative Committee and, in the case of a request for a
Hardship Withdrawal, be accompanied by such substantiation of the
claim as the Administrative Committee considers necessary and
reasonable.  If the claims procedure form made available by the
Administrative Committee does not contain information on where to
file the claim, the claim may be submitted to the human resources
office at the site where the Claimant is employed.

    Section 8.2     Denied Claims.  If a claim is denied in whole or
in part, the Claimant shall receive a written or electronic notice
explaining the denial of the claim within ninety (90) days after the
Administrative Committee's receipt of the claim.   If the
Administrative Committee determines that for reasons beyond its
control, a ninety (90) day extension of time is necessary to process
the claim, the Claimant shall be notified in writing of the
extension and reason for the extension within ninety (90) days after
the Administrative Committee's receipt of the claim.  The written
extension notification shall also indicate the date by which the
Administrative Committee expects to render a final decision.  A
notice of denial of claim shall contain the following:  the specific
reason or reasons for the denial; reference to the specific Plan
provisions on which the denial is based; a description of any
additional materials or information necessary for such Claimant to
perfect the claim and an explanation of why such material or
information is necessary; and a description of the Plan's review
procedures and the time limits applicable to such procedures,
including a statement of the Claimant's right to bring a civil
action under Section 502(c) of ERISA following an adverse
determination on review.
     Sec4tion 8.3   Review of Denied Claims. To request a review of
a denied claim, a Claimant must file a written request for review
within sixty (60) days after receiving written notice of the denial.
 The Claimant may submit written comments, documents, records and
other relevant information in support of the claim.  A Claimant
shall be provided, upon request and without charge, reasonable
access to, and copies of, all documents, records, and other
information relevant to the Claimant's claim.  A document, record,
or other information shall be considered relevant if it:  (i) was
relied upon in denying the claim; (ii) was submitted, considered or
generated in the course of processing the claim, regardless of
whether it was relied upon; (iii) demonstrates compliance with the
claims procedures process; or (iv) constitutes a statement of Plan
policy or guidance concerning the denied claim.

     Section 8.4    Decisions on Reviewed Claims. The Administrative
Committee will notify the Claimant in writing of its decision on the
appeal.  Such notification will be in a form designed to be
understood by the Claimant.  If the claim is denied in whole or in
part on appeal, the notification will also contain: the specific
reason or reasons for the denial; reference to the specific Plan
provisions on which the determination is based; a statement that the
Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and
other information relevant to the Claimant's claim for benefits; and
a statement that the Claimant has a right to bring an action under
section 502(a) of ERISA. A document, record, or other information
shall be considered relevant if it:  (i) was relied upon in denying
the claim; (ii) was submitted, considered or generated in the course
of processing the claim, regardless of whether it was relied upon;
(iii) demonstrates compliance with the claims procedures process; or
(iv) constitutes a statement of Plan policy or guidance concerning
the denied claim.  Such notification will be given by the
Administrative Committee within sixty (60) days after the complete
appeal is received by the Administrative Committee (or within one
hundred twenty (120) days if the Administrative Committee determines
special circumstances require an extension of time for considering
the appeal, and if written notice of such extension and
circumstances is given to the Claimant within the initial sixty (60)
day period). Such written extension notice shall also indicate the
date by which the Administrative Committee expects to render a
decision.

     Section 8.5    Review Procedures. In reviewing a denied claim,
the reviewer shall take into consideration all comments, documents,
records, and other information submitted by the Claimant in support
of the claim, without regard to whether such information was
submitted or considered in the initial determination.

                              ARTICLE 9
                         PLAN ADMINISTRATION

     Section 9.1    Establishment of the Administrative Committee.
The Administrative Committee shall have the sole responsibility for
the administration of the Plan.  The Administrative Committee shall
consist of at least three (3) members who shall be appointed by the
Board of Directors and who may also be officers, directors, or
employees of the Company or an Employer.  An Administrative
Committee member may resign by written notice to, or may be removed
by, the Board of Directors, which shall appoint a successor to fill
any vacancy on the Administrative Committee, howsoever caused.  An
Employee's membership on the Administrative Committee shall
automatically terminate upon such Employee's termination of
employment with the Company and all Employers.
     Section 9.2    Appointment and Duties of the Administrative
Committee.

          A.   The Administrative Committee may delegate its
     responsibilities hereunder to one or more persons to serve at
     the Administrative Committee's discretion.  The Administrative
     Committee or its delegatee(s) shall have such powers as may be
     necessary to discharge its duties hereunder, including, but not
     by way of limitation, the following:

               1.   To administer and enforce the Plan, including
          the discretionary and exclusive authority to interpret the
          Plan, to make all factual determinations under the Plan
          and to resolve questions as between the Company and
          Participants or Beneficiaries, including questions which
          relate to eligibility and distributions from the Plan, to
          remedy possible ambiguities, inconsistencies or omissions,
          and decisions on claims which shall, subject to the claims
          procedures under the Plan, be conclusive and binding upon
          all persons hereunder, including, without limitation,
          Participants, other employees of the Company,
          Beneficiaries, and former Participants, and their
          executors, administrators, conservators, or heirs;

               2.   To prescribe procedures to be followed by
          Participants or Beneficiaries filing applications for
          benefits;

               3.   To prepare and distribute, in such manner as the
          Administrative Committee determines to be appropriate,
          information explaining the Plan;

               4.   To receive from the Company and from
          Participants such information as shall be necessary for
          the proper administration of the Plan and Trust;

               5.   To furnish the Company, upon request, such
          reports with respect to the administration of the Plan as
          are reasonable and appropriate;

               6.   To receive, review and keep on file (as it deems
          convenient or proper) reports of the receipts and
          disbursements under the Plan;

               7.   To appoint or employ individuals to assist in
          the administration of the Plan and any other agents it
          deems advisable, including legal counsel, third party
          administrators ("TPAs"), and such clerical, medical,
          accounting, auditing, actuarial and other services as it
          may require in carrying out the provisions of the Plan or
          in connection with any legal claim or proceeding involving
          the Plan, to settle, compromise, contest, prosecute or
          abandon claims in favor of or against the Plan; and

               8.   To discharge all other duties set forth herein.

          B.   The Administrative Committee shall have no power to
     add to, subtract from or modify any of the terms of the Plan,
     or to change or add to any benefits provided by the Plan, or to
     waive or fail to apply any requirements of eligibility under
     the Plan.  No member of the Administrative Committee shall
     participate in any action on any matters involving solely his
     or her own rights or benefits as a Participant under the Plan,
     and any such matters shall be determined by the other members
     of the Administrative Committee.

     Section 9.3    Direction on Payments.  The Administrative
Committee, or the person or persons designated by the Administrative
Committee, shall review and approve all distributions from the Plan,
including Hardship Withdrawal requests.

     Section 9.4    Actions by the Administrative Committee.  The
Administrative Committee may act at a meeting or by writing without
a meeting, by the vote or assent of a majority of its members.  The
Administrative Committee may adopt such by-laws and regulations as
it deems desirable for the conduct of its affairs and the
administration of the Plan.  A dissenting Administrative Committee
member who, within a reasonable time after he or she has knowledge
of any action or failure to act by the majority, registers his or
her dissent in writing delivered to the other Administrative
Committee members shall not be responsible for any such action or
failure to act.

     Section 9.5    Expenses of the Administrative Committee.
Members of the Administrative Committee shall not receive
compensation from the Plan for those services they perform as the
Administrative Committee members while employed by the Company.  Any
and all necessary expenses related to Plan administration shall be
paid by the Company but may be charged against Plan Accounts.

     Section 9.6    Records of the Administrative Committee.  The
Administrative Committee shall keep a record of all of its meetings
and shall keep all such books of account, records and other data as
may be necessary or desirable in its judgment for the administration
of the Plan.  The Administrative Committee may retain a TPA to
perform some or all of its Plan record-keeping functions.

     Section 9.7    Information from Participant.  The
Administrative Committee may require a Participant to complete and
file with the Administrative Committee written or electronic forms
approved by the Administrative Committee, and to furnish all
pertinent information requested by such Administrative Committee.
The Administrative Committee may rely upon all such information so
furnished, including the Participant's current mailing address.

     Section 9.8    Notification of Participant's Address.  Each
Participant, retired Participant and Beneficiary entitled to
benefits under the Plan must file with the Administrative Committee
or such other person designated by the Administrative Committee, in
writing, his or her post office address and each change of post
office address.  Any communication, statement or notice addressed to
such a person at this latest post office address as filed with the
Administrative Committee will, on deposit in the United States mail
with postage prepaid, be binding upon such person for all purposes
of the Plan, and the Administrative Committee shall not be obliged
to search for, or ascertain the whereabouts of, any such person.

     Section 9.9    Indemnification.  Members of the Administrative
Committee shall be indemnified by the Company against any and all
liabilities arising by reason of any act or failure to act made in
good faith pursuant to the provisions of the Plan, including
expenses reasonably incurred in the defense of any claim relating
thereto.  If the Company takes any action to liquidate under
circumstances which require that the Administrative Committee remain
in existence, the Company shall purchase insurance for each member
of the Administrative Committee to cover liability or losses
occurring by reason of an act or omission of any such member, unless
the same is determined to be due to acts of gross negligence or
willful misconduct.  The expense incurred for such insurance or
indemnification shall be paid by the Company.

                              ARTICLE 10
                      AMENDMENT AND TERMINATION

     Section 10.1Amendment and Termination.

A. The Company hereby reserves the right, by written resolution of
its Board of Directors to amend or terminate the Plan at any time,
and for any reason, without the consent of any Participant.  No
amendment shall impair or curtail the Employer's contractual
obligations to a Participant for the amount of benefits accrued
prior to the date of any such amendment or termination of the Plan.

B.   The Company further reserves the right, whether upon amendment
or termination of the Plan or otherwise, to accelerate the
distribution of all or a portion of a Participant's Account balance
before such distribution would otherwise be payable, without the
consent of the Participant, if (1) the Board of Directors determines
by written resolution that such acceleration of payments would be in
the best interest of the Company, or (2) the Administrative
Committee determines that a change in the federal tax laws will
cause the Participant to recognize income for federal tax purposes
with respect to all or a portion of his or her Account balance prior
to the date on which such portion of the Participant's Account would
otherwise be distributable.

ARTICLE 11
ADDITIONAL PROVISIONS


     Section 11.1   No Contract.  Nothing in the Plan shall be
deemed to give a Participant any right to be retained in the employ
of the Employer or to interfere with the Employer's right to
discharge the Participant at any time, with or without cause.

     Section 11.2   Withholdings.  The Employer shall withhold from
any amount distributable to a Participant under the Plan any
applicable federal, state or local income or employment taxes or any
other amounts required to be withheld by law.  In addition, the
Employer may withhold from a Participant's currently payable salary,
bonus or other compensation any applicable federal, state or local
income or employment taxes that may be due upon the crediting of an
amount to the Participant's Account.

     Section 11.3   Interests Not Transferable.  Any amounts to
which a Participant or his or her Beneficiary may become entitled
under this Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, garnishment by
creditors or encumbrance, and any attempt to do so is void.  Amounts
credited to a Participant's Account are not subject to attachment or
legal process for the debts, contracts, liabilities, engagements or
torts of the Participant or his or her Beneficiary.

     Section 11.4   Offset.  If, at the time payments or
installments of payments are to be made hereunder, the Participant
or Beneficiary or both are indebted or obligated to the Company,
then the remaining payments under the Plan to be made to the
Participant or the Beneficiary or both may, at the discretion of the
Company, be reduced by the amount of the indebtedness or obligation,
provided, however, that an election by the Company not to reduce any
such payment or payments shall not constitute a waiver of its claim
for such indebtedness or obligation or a waiver of its right to make
an offset against payments in the future.

     Section 11.5   No Funding.

     A.   The Plan constitutes a mere promise of the Employer to
make payments in accordance with the terms of the Plan.  This Plan
does not give any Participant or his or her Beneficiary any
interest, lien, or claim in or against any specific assets of the
Employer.  The Participant and his or her Beneficiary shall have
only the rights of general, unsecured creditors of the Employer with
respect to their interests under the Plan.

     B.   The Company may, but shall not be required to, establish a
grantor trust as a funding source for its obligations under the
Plan.  If such a trust is so established, it shall be the intention
of the Company that the trust shall constitute an unfunded
arrangement for purposes of the Plan, such that the Plan will
continue to be an unfunded plan maintained for the purpose of
providing deferred compensation to a select group of management or
highly compensated employees under ERISA.  With respect to any
Participant, the assets of the trust so established shall remain
subject to the claims of the creditors of the Participant's Employer
in the event of the Employer's bankruptcy or insolvency.

     Section 11.6   Construction.  The headings in this Plan have
been inserted for convenience of reference only and are to be
ignored in any construction of the provision.

    Section 11.7    Gender and Number.  Except when otherwise
clearly indicated by the context, when used in the Plan words in any
gender shall include any other gender, and words in the singular
shall include the plural, and words in the plural shall include the
singular.

   Section 11.8     Severability.  In the event any provision of the
Plan shall be held invalid or illegal for any reason, any illegality
or invalidity shall not affect the remaining parts of the Plan, but
the Plan shall be construed and enforced as if the illegal or
invalid provision had never been inserted, and the Company shall
have the right to correct and remedy such questions of illegality or
invalidity by amendment as provided by the Plan.

     Section 11.9   Governing Law.  The Plan shall be regulated,
construed and administered in all respects under and by the laws of
the State of Michigan, without regard to its conflict of laws
provisions, except when preempted by federal law.