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                                                                     EXHIBIT 4.3

                     CTS CORPORATION RETIREMENT SAVINGS PLAN

































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                     CTS CORPORATION RETIREMENT SAVINGS PLAN

                             Article I. Introduction

         1.1 Establishment of Plan. CTS Corporation (the "Company") previously
established effective as of December 1, 1952 and now maintains a qualified
defined contribution savings plan now known as the "CTS Corporation Retirement
Savings Plan" (the "Plan").

         1.2 Purpose of the Plan. The purpose of the Plan is to share a portion
of the profits of the Employer's business with eligible employees, to encourage
and provide the opportunity for employees to make regular and systematic savings
through tax-deferred salary reduction contributions to the Plan, to encourage
employees to make and continue careers with the Employer, to provide employees
with retirement income, to reward them for their efforts to make the Employer's
business successful, to provide employees with disability benefits, and to
provide death benefits to employees' families.

         1.3 Mergers and Transfer of Accounts of Certain Prior Plans. Effective
as of May 1, 1992, the Prior Plans maintained by the Company are merged and
integrated into, and are restated and continued under, the Plan, without an
interruption or termination of such Prior Plans. Account balances of
participants in the Prior Plans shall be transferred to the Plan effective as of
May 1, 1992, to be held, administered, and distributed thereafter in accordance
and subject to the provisions of the Plan.

Effective as of April 1, 1998, the DCA Prior Plan is merged and integrated into
and is restated and continued under the Plan without an interruption or
termination of the DCA Prior Plan. Account balances of participants in the DCA
Prior Plan shall be transferred to the Plan effective as of April 1, 1998, to be
held, administered and distributed thereafter in accordance with and subject to
the provisions of the Plan.
















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Effective February 26, 1999, account balances of Transferred Participants shall
be transferred to the Plan to be held, administered and distributed thereafter
in accordance with and subject to the provisions of the Plan.

         1.4 Restatement of the Plan. The Plan was previously amended and
restated effective as of January 1, 1989 to meet the requirements of the Tax
Reform Act of 1986, and as of December 18, 1992, primarily to reflect to the
merger of the Prior Plans, to make certain plan design, administrative and
technical changes and other applicable legal developments. The Plan was amended
in various respects effective as of October 25, 1996. The Plan was amended and
completely restated effective as of April 1, 1998 primarily to reflect the
merger of the DCA Prior Plan. The Plan has been amended herein effective as of
January 1, 1998 to reflect administrative and legal changes. The Plan has been
amended herein effective as of February 26, 1999 primarily to reflect the
transfer of the accounts of Transferred Participants from the Motorola Plan. The
Plan has been amended and restated effective as of January 1, 1995 to reflect
amendments required by GUST (the Uruguay Round Agreements Act, Pub. L. 103-465;
the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L.
103-353; the Small Business Job Protection Act of 1996, Pub. L. 104-188; the
Taxpayer Relief Act of 1997, Pub. L. 105-34; the Internal Revenue Service
Restructuring and Reform Act of 1998, Pub. L. 105-206; and the Community Renewal
Tax Relief Act of 2000, Pub. L. 106-554), EGTRRA (the Economic Growth and Tax
Relief Reconciliation Act of 2001) and other changes deemed necessary by the
Company.

         1.5 Applicability of the Plan. The provisions set forth herein are
applicable only to Members (or Beneficiaries of Members) who are Covered
Employees on or after January 1, 1995. Any Member who retired or terminated
employment under a Prior Plan or the DCA Prior Plan (or any Beneficiary thereof)
shall












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have his rights determined under the provisions of the Prior Plan or DCA Prior
Plan as in effect at the time his employment relationship terminated, except as
provided elsewhere in this Plan and as required by statute or regulation.

                             Article II. Definitions

         2.1 Definitions. Whenever used in the Plan, the words and phrases
defined in this Article II shall have the following meaning unless a different
meaning is clearly required by the context of the Plan. When the defined meaning
is intended the term is capitalized.

         (a)      "Act" means the Employee Retirement Income Security Act of
                  1974, as now in effect or hereafter amended.

         (b)      "Affiliate" means--

                  (1)      the Company and any corporation, i.e., either a
                           subsidiary corporation or an affiliated or associated
                           corporation of the Company, which together with the
                           Company is a Member of a "controlled group" of
                           corporations (as defined in Code section 414(b));

                  (2)      any organization (whether or not incorporated) which
                           together with the Company is under "common control"
                           (as defined in Code section 414(c));

                  (3)      any organization (whether or not incorporated) which
                           together with the Company is an "affiliated service
                           group" (as defined in Code section 414(m)); or

                  (4)      any other entity required to be aggregated with the
                           Company pursuant to regulations under Code section
                           414(o).

         (c)      "Anniversary Date" means the Valuation Date which is the last
                  day of the Plan Year.

         (d)      "Beneficiary" means any person entitled to receive benefits
                  which may be payable upon or after a Member's















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                  death, as herein described and provided in Article VIII.

         (e)      "Board of Directors" means the Board of Directors of CTS
                  Corporation.

         (f)      "Break in Service" is defined in section 3.6.

         (g)      "Code" means the Internal Revenue Code of 1986, as amended, or
                  as it may be amended from time to time, or the corresponding
                  provisions of any subsequent law.

         (h)      "Committee" means the CTS Corporation Employee Benefits
                  Committee, as described in Article X.

         (i)      "Company" means CTS Corporation and its corporate successors.

         (j)      "Company Stock" means the common stock of CTS Corporation.

         (k)      "Compensation" means the total amount paid to, or accrued by
                  the Employer for, a Participant during a Plan Year for
                  services rendered to the Employer including salaries,
                  commissions, wages, and bonuses, and including pre-tax and
                  after-tax payroll deductions, plus amounts deferred under any
                  other plan described under Code sections 125, 401(k), or
                  132(f)(4) and all payments deferred during a Plan Year by the
                  Participant as Pre-Tax Contributions, but excluding
                  compensation payable in forms other than cash, expense
                  allowances, moving reimbursements, and tuition reimbursements.
                  Compensation shall not include amounts paid to or for an
                  Employee for services rendered while he is not a Participant
                  as herein defined. Compensation shall not include the
                  following:

                  (1)      Employer contributions to a plan of deferred
                           compensation which are not includible in the
                           Participant's gross income for the taxable year in
                           which contributed, or any distributions from a plan
                           of deferred compensation;

                  (2)      amounts realized from the exercise of a nonqualified
                           stock option or when restricted stock or









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                           property held by the Participant either becomes
                           freely transferable or is no longer subject to
                           substantial risk of forfeiture, and any amounts paid
                           by the Employer to reimburse the Participant for
                           income taxes incurred when restrictions lapse under a
                           restricted stock plan; and

                  (3)      amounts realized from the sale, exchange, or other
                           disposition of stock acquired under a qualified stock
                           option.

                  The Committee shall adopt uniform rules and interpretations
                  pertaining to the treatment of other amounts not specifically
                  referred to above.

                  Effective for Plan Years beginning on and after January 1,
                  1989 and before January 1, 1994, Compensation shall not
                  include any Participant's annual compensation which exceeds
                  $200,000, as indexed under Code section 415(d).

                  For any Plan Year beginning after December 31, 1993, a
                  Participant's Compensation in excess of $150,000 shall be
                  excluded for purposes of the Plan. The $200,000 limitation and
                  $150,000 limitation shall be adjusted at the same time and in
                  the same manner as is provided in Section 401(a)(17) of the
                  Code. Solely for purposes of Plan Years beginning prior to
                  January 1, 1997, in determining the Compensation of a
                  Participant for purposes of this limitation, the rules of
                  Section 414(q)(6) of the Code shall apply, except in applying
                  such rules, the term "family" shall include only the spouse of
                  the Participant and any lineal descendants of the Participant
                  who have not attained age 19 before the close of the Plan
                  Year. If, as a result of the application of such rules, the
                  adjusted $200,000 or $150,000 limitation is exceeded, then the
                  limitation shall be prorated among the affected individuals in













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                  proportion to each such individual's Compensation as
                  determined under this section 2.1(k) prior to the application
                  of the limitation. Notwithstanding the foregoing, the annual
                  Compensation of each Participant taken into account in
                  determining allocations for any Plan Year beginning after
                  December 31, 2001, shall not exceed $200,000, as adjusted for
                  cost-of-living increases in accordance with section
                  401(a)(17)(B) of the Code. The cost-of-living adjustment in
                  effect for a calendar year applies to Compensation for the
                  Plan Year that begins with or within such calendar year.

         (l)      "Contributions" means any and all of the following
                  contributions made under the Plan:

                  (1)      "After-Tax Contributions" means a Member's own
                           after-tax contributions to the Plan, if any, made for
                           intervals prior to January 1, 1989.

                  (2)      "Pre-Tax Contributions" or "Elective Contributions"
                           means the tax-deferred contributions made by the
                           Employer on behalf of the Participant pursuant to his
                           election to reduce his Compensation as described in
                           section 4.1.

                  (3)      "Matching Contributions" means the matching
                           contributions made by the Employer to the Plan on
                           behalf of a Participant pursuant to section 4.2 of
                           the Plan.

                  (4)      "Incentive Contributions" means any discretionary
                           additional Matching Contributions made by the
                           Employer to the Plan on behalf of a Participant
                           pursuant to section 4.2 of the Plan.

                  (5)      "Supplemental Contributions" means an Employer's
                           contributions under section 4.6 of the Plan.

                  (6)      "Rollover Contributions" means a Covered Employee's
                           contributions described in section 4.8.

         (m)      "Coverage Date" means the Effective Date as to the Company,
                  and also means the date, after the Effective














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                  Date, as of which the Plan is made effective as to any other
                  Employer.

         (n)      "Covered Employee" means each person classified as a United
                  States exempt or nonexempt salaried Employee and each United
                  States hourly paid Employee of the Employer, except that it
                  shall not include (1) an Employee who is included in a unit of
                  Employees covered by a collective bargaining agreement on or
                  after May 1, 1992 unless such agreement specifically provides
                  for his coverage under the Plan or (2) any person employed by
                  and on the payroll of any separate division, unit, or
                  operation of the Employer which is established after May 1,
                  1992, incident to the creation or acquisition (including, but
                  not limited to, acquisition by purchase of assets or by
                  liquidation, merger, or reorganization) of a separate business
                  enterprise by the Employer, except as may otherwise
                  specifically be provided in any resolution of the Board of
                  Directors adopted at the time of, or any time after, such
                  acquisition and affecting in a nondiscriminatory manner, such
                  person and all other persons similarly situated. Further, a
                  Covered Employee shall include Employees meeting the above
                  stated definition and who; (i) on or after April 1, 1998, are
                  employed by Dynamics Corporation of America or International
                  Electronic Research Corporation, or; (ii) on or after February
                  26, 1999, are employed by CTS Wireless Components, Inc.

         (o)      "Disability" means a physical or mental condition of a
                  Participant resulting from a bodily injury or disease or
                  mental disorder which renders him incapable of continuing
                  active employment with the Employer. Disability of any
                  Participant shall be determined by the Committee in accordance
                  with uniform principles consistently applied, upon the basis
                  of such medical and other evidence which the Committee deems
                  necessary and desirable.








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         (p)      "Effective Date."  The effective date of the Plan is December
                  1, 1952.

         (q)      "Eligible Retirement Plan" means a defined contribution plan
                  which provides for acceptance of rollover contributions or an
                  individual retirement account or annuity ("IRA"). For
                  distributions made after December 31, 2001, Eligible
                  Retirement Plan shall also mean an annuity contract described
                  in Section 403(b) of the Code and an eligible plan under
                  Section 457(b) of the Code which is maintained by a state,
                  political subdivision of a state, or any agency or
                  instrumentality of a state or political subdivision of a state
                  and which agrees to separately account for amounts transferred
                  into such plan from this Plan. For distributions made after
                  December 31, 2001, the definition of Eligible Retirement Plan
                  shall also apply in the case of a distribution to a surviving
                  spouse, or to a spouse or former spouse who is the alternate
                  payee under a qualified domestic relation order, as defined in
                  section 414(p) of the Code.

       (r)        "Eligible Rollover Distribution" means any distribution of all
                  or any part of the benefits payable under a qualified plan,
                  other than:

                  (1)      One of a series of substantially equal payments over
                           one of the following periods: (a) the life or life
                           expectancy of the Employee; (b) the joint lives or
                           joint life expectancy of the employee and designated
                           beneficiary; or (c) 10 years or more.

                  (2)      The non-taxable portion of a distribution.

                  (3)      A required minimum distribution under the Internal
                           Revenue Code.

                  (4)      The return of excess contributions or excess
                           deferrals under a Section 401(k) plan.

                  (5)      A deemed distribution of P.S. 58 costs for life
                           insurance coverage or upon the default of an Employee
                           loan.






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                  (6)      A dividend on ESOP stock that is passed through to
                           employees.

                  (7)      For distributions made after December 31, 1998,
                           hardship withdrawals pursuant to Section 6.3.

         For distributions made after December 31, 2001, a portion of a
         distribution shall not fail to be an Eligible Rollover Distribution
         merely because the portion consists of After-Tax Contributions which
         are not includible in gross income. However, such portion may be
         transferred only to an individual retirement account or annuity
         described in section 408(a) or (b) of the Code, or to a qualified
         defined contribution plan described in section 401(a) or 403(a) of the
         Code that agrees to separately account for amounts so transferred,
         including separately accounting for the portion of such distribution
         which is includible in gross income and the portion of such
         distribution which is not so includible.

         (s)      "Employee" means any person employed by the Company or an
                  Affiliate, but shall not include any person who is a "leased
                  employee" as described in Section 3.8 herein.

                  However, "Employee" shall exclude any individual who is
                  retained by the Company or an Affiliate to perform services
                  for such employer (for either a definite or indefinite
                  duration) and who is characterized by the Company or an
                  Affiliate as a fee-for-service worker or independent
                  contractor or in a similar capacity (rather than in the
                  capacity of an employee), regardless of such individual's
                  status under common law. This exclusion shall apply, without
                  limitation, to any individual who is or who has been
                  determined by a third party, including, without limitation, a
                  government agency or board or court or arbitrator, to be an
                  employee of the Company or an Affiliate for any purpose,
                  including, without limitation, for purposes of any employee
                  benefit plan of the Company or an








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                  Affiliate (including this Plan) or for purposes of federal,
                  state or local tax withholding, employment tax or employment
                  law.

         (t)      "Employer" means the Company and any Affiliate which elects to
                  become a party to the Plan with the approval of the Company by
                  adopting the Plan for the benefit of its eligible Employees in
                  the manner prescribed in section 13.1, or any one or more or
                  all of such adopting Affiliates, as the context indicates. The
                  Company may act as agent for an Affiliate that becomes an
                  Employer hereunder for all purposes of the Plan.

         (u)      "Enrollment Date" means (1) the first day of a new Employee's
                  initial Pay Period and (2) thereafter, each January 1, April
                  1, July 1, and October 1.

         (v)      "Excess Deferral" means the amount of a Participant's Pre-Tax
                  Contributions for a calendar year that exceed the annual
                  dollar limit described under Code section 402(g).

         (w)      "Former Participant" means a Member who has participated in
                  the Plan and who has a Member's Account under the Plan, but
                  who is no longer employed by the Company or an Affiliate.

         (x)      "Highly Compensated Employee" means an individual determined
                  in accordance with Code Section 414(q) (and with such rules
                  and regulations as shall be promulgated by the Internal
                  Revenue Service pursuant to such Code Section), and shall mean
                  an Employee who,

                           (a)      was a 5% owner (as defined in Code Section
                                    416(i)(1)) with respect to the Company or an
                                    Affiliate during the Plan Year being tested
                                    or the preceding Plan Year; or

                           (b)      for Plan Years beginning on or before
                                    December 31, 1996, received compensation
                                    from the Company or an Affiliate, during the
                                    Plan Year or the preceding Plan Year, in
                                    excess of










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                                    (i)      $75,000 (as adjusted pursuant to
                                             Code Section 415(d)); or

                                    (ii)     $50,000 (as adjusted pursuant to
                                             Code Section 415(d)) and was in the
                                             top-paid group of employees for
                                             such year; or

                                    (iii)    50 percent of the amount in effect
                                             under Code Section 415(b)(1)(A) for
                                             such year and was at any time an
                                             officer; or

                           (c)      for Plan Years beginning after December 31,
                                    1996, earned more than $80,000 of Code
                                    Section 414(q) compensation (as defined in
                                    Code Section 414(q)(4)) in the preceding
                                    Plan Year and was in the top-paid group of
                                    employees for such year. For purposes of
                                    this provision, the $80,000 amount is
                                    subject to adjustment as provided under Code
                                    Section 415(d), except that the base period
                                    shall be the calendar quarter ending
                                    September 30, 1996.

                  For purposes of this subsection 2.1(x), a former employee
                  shall be treated as a Highly Compensated Employee if (i) such
                  former employee was a Highly Compensated Employee when such
                  former employee separated from service, or (ii) such former
                  employee was a Highly Compensated Employee at any time after
                  attaining age 55.

                  Unless the Company makes the "calendar year calculation
                  election" under Treasury regulations, Highly Compensated
                  Employee also means, as to a Plan Year, any Employee who is,
                  at any time during such Plan Year, a person described in
                  paragraph (b) and is among the top-paid 100 Employees and any
                  Employee during such Plan Year who is a Five-Percent Owner.











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                  For Plan Years beginning prior to January 1, 1997 and for
                  purposes of determining whether an individual is a Highly
                  Compensated Employee, "compensation" means an Employee's
                  "compensation" as defined in Code section 414(q)(7) and the
                  applicable Treasury regulations, increased by amounts excluded
                  from wages by reason of an Employee's election to reduce wages
                  under a cafeteria plan under Code section 125 or a cash or
                  deferred arrangement under Code section 401(k), or, for Plan
                  Years beginning after December 31, 2000, by reason of Code
                  section 132(f).

                  For Plan Years beginning prior to January 1, 1997 and for
                  purposes of this section 2.1(x), if any individual is a family
                  member of a Five Percent Owner or of a Highly Compensated
                  Employee in the group consisting of the ten Highly Compensated
                  Employees paid the greatest Compensation during the year, then
                  (a) such individual shall not be considered a separate
                  Participant, and (b) any Compensation paid to such individual
                  (and any applicable Contribution or benefit on behalf of such
                  individual) shall be treated as if it were paid to (or on
                  behalf of) the Highly Compensated Employee. The term "family
                  member" means a Participant's spouse, lineal ascendants or
                  descendants and the spouses of such lineal ascendants or
                  descendants.

         (y)      "Hours of Service" means the hours of employment by the
                  Affiliates for which an Employee receives credit for purposes
                  of eligibility to participate in the Plan, as follows:

                  (1)      Hours Worked. One hour for each hour for which the
                           Employee is directly or indirectly paid or entitled
                           to payment for the performance of duties during the
                           applicable computation period for which Hours of
                           Service are being determined under the Plan. (These
                           hours shall be credited to the











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                           Employee for the computation period or periods in
                           which the duties were performed.)

                  (2)      Hours Paid but not Worked. One hour for each hour, in
                           addition to the hours in paragraph (1) above, for
                           which the Employee is directly or indirectly paid or
                           entitled to payment for reasons other than for the
                           performance of duties during the applicable
                           computation periods, such as direct or indirect pay
                           for: vacation, holidays, salary continuation for
                           periods of absence due to illness or injury, periods
                           while absent from employment due to disability, and
                           similar paid periods of nonworking time; provided,
                           however, that not more than 501 Hours of Service
                           shall be credited under this paragraph for any single
                           continuous period during which the Employee performs
                           no duties. (These hours shall be counted in the
                           computation period or periods in which the hours for
                           which payment is made occur.)

                  (3)      Military Service. The number of normally scheduled
                           hours for each week the Employee is absent from
                           employment due to service in the armed forces of the
                           United States, provided the Employee returns
                           therefrom to work as an Employee within the time
                           prescribed by law relating to veterans' reemployment
                           rights.

                  (4)      Back Pay.  One hour for each hour for which the
                           Employee is credited with compensation, irrespective
                           of mitigation of damages, due to back pay which is
                           either awarded or agreed to by the employer.

                  When time records are not available or convenient for
                  determining Hours of Service required to be credited under
                  subsections (a), (b), and (c) above, the Employee shall be
                  credited with 10 hours for each day, 45 Hours of Service for
                  each week, or 190 hours for each month











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                  for which the Employee would be required to be credited with
                  at least one Hour of Service under subsections (a), (b), and
                  (c) above. Hours of Service shall be determined in accordance
                  with reasonable standards and policies adopted by the
                  Committee in conformance with section 2530.200b-2(b) and (c)
                  of the Department of Labor regulations, which are incorporated
                  herein by reference.

         (z)      "Inactive Participant" means, effective as of April 3, 1995, a
                  Member who did participate but who is not currently eligible
                  to participate in the Plan (but whose Member's Account remains
                  with the Plan) for any reason, including, without limitation,
                  transfer to employment:

                  (1)      as an Employee of an Employer where he does not meet
                           the requirements to be a Participant, or

                  (2)      as an Employee of a nonparticipating Affiliate, and

                  Participants whose Pre-Tax Contributions are suspended
                  following a hardship withdrawal as described in Section 6.3
                  shall be Inactive Participants during such period of
                  suspension.

         (aa)     "Investment Fund" means any of the funds that may be
                  designated as Investment Funds by the Committee from time to
                  time. Participants in the DCA Prior Plan who are invested in
                  the Fixed Income Fund may remain therein until such time as
                  the contracts reach maturity. No further investments may be
                  made into this fund. Upon maturity, amounts remaining in the
                  Fixed Income Fund will be transferred to the JP Morgan Prime
                  Money Market Fund unless otherwise directed by the
                  Participant.

         (bb)     "Member" means (1) any Covered Employee who is qualified under
                  and who has become a Participant in the Plan and (2) any
                  Inactive Participant or Former Participant who still has a
                  Member's Account in the Plan.











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         (cc)     "Member's Account" means the total amount credited to the
                  separate account maintained in the Plan in accordance with the
                  provisions of the Plan for each Member which represents his
                  total proportionate interest in the Trust Fund as of any
                  Valuation Date, and which consists of the sum of the following
                  accounts:

                  (1)      "After-Tax Account" means the separate fully vested
                           account of each Member under that name to which are
                           credited the Member's After-Tax Contributions to the
                           Plan, if any, and the net worth of the Trust Fund
                           attributable thereto.

                  (2)      "Deferred Compensation Account" means the separate
                           account of each Member under that name to which is
                           credited the Member's account balance, if any,
                           transferred from the CTS Corporation Deferred
                           Compensation Plan and the net worth of the Trust Fund
                           attributable thereto.

                  (3)      "Money Purchase Account" means the separate account
                           of each Member under that name to which is credited
                           the Member's account balance, if any, transferred
                           from a Retirement Plan described in subsection (gg)
                           below and the net worth of the Trust Fund
                           attributable thereto.

                  (4)      "Pre-Tax Contributions Account" means the separate
                           fully vested account of each Member under that name
                           to which are credited his Pre-Tax Contributions under
                           the Plan and the net worth of the Trust Fund
                           attributable thereto.

                  (5)      "After-Tax Matching Contributions Account" means the
                           separate account of each Member under that name to
                           which is credited his share of the Employer's
                           Matching Contributions and Incentive Contributions
                           relating to After-Tax Contributions and the net worth
                           of the Trust Fund attributable thereto.













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                  (6)      "Pre-Tax Matching Contributions Account" means the
                           separate account of each Member under that name to
                           which is credited his share of the Employer's
                           Matching Contributions and Incentive Contributions
                           relating to Pre-Tax Contributions and the net worth
                           of the Trust Fund attributable thereto.

                  (7)      "Supplemental Contributions Account" means the
                           separate account of each Considered Participant as
                           described in section 4.6(d) under that name to which
                           is credited his share of the Employer's Supplemental
                           Contributions and the net worth of the Trust Fund
                           attributable thereto.

                  (8)      "Rollover Account" means the separate fully vested
                           account of each Member under that name to which is
                           credited a Member's Rollover Contribution, if any,
                           under section 4.8 and the net worth of the Trust Fund
                           attributable thereto.

         (dd)     "Normal Retirement Age" means age 60. A Member's right to his
                  entire Member's Account will be nonforfeitable when he attains
                  his Normal Retirement Age.

         (ee)     "Participant" means any Covered Employee of the Employer who
                  has met the eligibility requirements of the Plan set forth in
                  section 3.1 to be and become a Participant.

         (ff)     "Pay Period" means the period of time beginning with the first
                  day of the Participant's regularly scheduled work period for
                  which the Participant is customarily paid by a single check
                  and ending on the last day of such regularly scheduled work
                  period.

         (gg)     "Plan" means the "CTS Corporation Retirement Savings Plan" set
                  forth in and by this document and all subsequent amendments
                  thereto (IRS Plan No. 009; EIN of the Company 35-0225010).

         (hh)     "Plan Year" means the calendar year.

         (ii)     "Prior Plan" means the CTS Corporation Deferred Compensation
                  Plan, the CTS Retirement Plan, and that portion














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                  of the CTS of Elkhart Division Retirement Plan covering
                  nonbargaining hourly Employees, as each of such plans was in
                  effect on April 30, 1992, which plans have been merged into
                  the Plan effective as of May 1, 1992.

         (jj)     "Termination of Employment" means severance of employment (as
                  defined in Code section 401(k)(2)(B)(i)(I) for distribution
                  after December 31, 2001) from the Company and Affiliates
                  regardless of when the severance of employment occurred.

         (kk)     "Trust" as herein used means the legal entity resulting from
                  the agreement between the Company and the Trustee by which
                  Contributions made under the Plan shall be received, held,
                  invested, and disbursed to or for the benefit of Members and
                  Beneficiaries.

         (ll)     "Trust Agreement" means any agreement in the nature of a trust
                  established to form a part of the Plan to receive, hold,
                  invest, and dispose of the Trust Fund for the benefit of
                  Members and Beneficiaries.

         (mm)     "Trustee" means the corporate trustee acting under the Trust
                  Agreement and its corporate successors.

         (nn)     "Trust Fund" means all funds received by the Trustee and held
                  under the Plan, together with all income, profits, or
                  increments thereon, and which shall consist of the Investment
                  Funds.

         (oo)     "Valuation Date" means the last day of each calendar month.
                  Effective April 3, 1995, Valuation Date shall mean each
                  regular business day of the calendar year.

         (pp)     "DCA Prior Plan" means the Dynamics Corporation of America
                  Employee Savings and Investment Plan as in effect on March 31,
                  1998, which plan has been merged into the Plan effective as of
                  April 1, 1998.

         (qq)     "Motorola Plan" means the Motorola Profit Sharing and
                  Investment Plan as in effect on February 26, 1999.

         (rr)     "Transferred Participant" means a participant in the Motorola
                  Plan who is employed by CTS Wireless Components, Inc. as of
                  February 26, 1999.











                                      -17-

<PAGE>



         2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine terminology herein shall also include the feminine and neuter, and
the definition of any term herein in the singular may also include the plural.

                     Article III. Eligibility, Participation
                            and Crediting of Service

         3.1      Eligibility.

         (a)      Each person who on May 1, 1992 was a Participant, Inactive
                  Participant, former Participant, or Beneficiary under the Plan
                  or a Prior Plan as in effect on April 30, 1992 shall on and
                  after May 1, 1992 continue to participate in the Plan as a
                  Member hereunder. Further, each person who on April 1, 1998
                  participated in or was a beneficiary under the DCA Prior Plan
                  as in effect on March 31, 1998 shall on and after April 1,
                  1998 participate in the Plan as a Member hereunder. Further,
                  each person who on February 26, 1999 was a Transferred
                  Participant shall on and after February 26, 1999 participate
                  in the Plan as a Member hereunder.

         (b)      On and after May 1, 1992 each other person who is or who
                  becomes a Covered Employee shall be eligible to participate in
                  the Plan as of the Enrollment Date coincident with or next
                  following the latest to occur of (1), (2), or (3) below:

                  (1)      the Coverage Date applicable to such person's group
                           of Covered Employees;

                  (2)      the date such person becomes a Covered Employee;
                           or

                  (3)      the date determined under (A) or (B) below:

                           (A)      his date of hire, if his customary
                                    employment is for at least 1,000 Hours of
                                    Service in a year, or











                                      -18-

<PAGE>




                           (B)      if his customary employment is not for at
                                    least 1,000 Hours of Service in a year, the
                                    date as of which he actually completes at
                                    least 1,000 Hours of Service by the end of
                                    (i) his initial 12-month period of
                                    employment or (ii) any Plan Year ending
                                    after such 12-month period, whichever occurs
                                    first, if such person is a Covered Employee
                                    on such Enrollment Date, except that if a
                                    separated Covered Employee otherwise
                                    eligible to participate returns to
                                    employment as a Covered Employee after such
                                    Enrollment Date, such person shall again
                                    become eligible to participate as of the
                                    following Enrollment Date.

         3.2 Participation. A Covered Employee's participation in the Plan and
election to make Pre-Tax Contributions shall be voluntary. A Covered Employee
who is eligible to participate under section 3.1 may become a Participant and
make Pre-Tax Contributions as provided in section 4.1 as of the first day of his
initial Pay Period or as of any subsequent Enrollment Date by completing an
application form prescribed by the Committee and filing such application with
the Committee at such time and in such manner as the Committee shall determine.
In making such application the Covered Employee shall signify acceptance of the
terms and conditions of the Plan and shall be bound thereby. Each application
will authorize the Employer to deduct Pre-Tax Contributions from his
Compensation at the rate specified in the form and will also specify the
Investment Fund(s) in which his Pre-Tax Contributions are to be invested.

         3.3 Duration of Participation. A Covered Employee who becomes a
Participant shall continue to be a Participant or Inactive Participant until he
has a Termination of Employment and also shall continue to be a Member
thereafter for as long as he










                                      -19-



<PAGE>



is entitled to receive any benefits hereunder. After receiving all benefits to
which he is entitled hereunder, he shall cease to be a Member. If a Member
incurs a Termination of Employment and thereafter returns to employment as a
Covered Employee, such person shall immediately again be eligible to become a
Participant in the Plan as of the date of reemployment.

         3.4      Transferred Employees.

         (a)      An Employee who shall be transferred into employment that
                  renders him eligible to become a Participant hereunder shall
                  be credited with Vesting Service for all employment with the
                  Employer and Affiliates, before and after such transfer.

         (b)      Any Participant who is transferred to employment where he
                  becomes an Inactive Participant shall not be eligible to make
                  Pre-Tax Contributions for the period in which he is an
                  Inactive Participant. The Member's Account of such an Inactive
                  Participant shall continue to be held and administered under
                  the Plan, shall be adjusted as provided in section 5.7, shall
                  be subject to all other Plan provisions pertaining to Inactive
                  Participants, and shall be distributed only upon Termination
                  of Employment with the Employers and Affiliates as provided in
                  Article VII.

         3.5 Vesting Service. The term "Vesting Service" is used to determine
whether an Employee's service prior to a Break in Service shall be reinstated if
he is reemployed and to determine his vesting percentage under section 7.4. An
Employee shall receive credit for Vesting Service for his period of employment
by the Employer and nonparticipating Affiliates determined in accordance with
uniform and nondiscriminatory standards and policies adopted by the Committee,
which standards and policies shall be consistently observed and applied;
provided, however, that--

















                                      -20-

<PAGE>


         (a)      Vesting Service shall be determined in completed full years
                  and fractions of years in excess of completed full years.

         (b)      For employment prior to May 1, 1992, an Employee shall be
                  credited as of May 1, 1992 with Vesting Service equal to the
                  "years of service" he had under the Plan or a Prior Plan as of
                  April 30, 1992, determined under the service and break in
                  service provisions of the Plan or Prior Plan as in effect on
                  April 30, 1992. An Employee who was a participant under the
                  DCA Prior Plan as in effect on March 31, 1998, shall be
                  credited as of April 1, 1998 with Vesting Service equal to the
                  "years of service" he had under the DCA Prior Plan, determined
                  under the service and break in service provisions of the DCA
                  Prior Plan as in effect on March 31, 1998. An employee who is
                  a Transferred Participant shall be credited as of February 26,
                  1999 with Vesting Service equal to the "years of service" he
                  had under the Motorola Plan, determined under the service and
                  break in service provisions of the Motorola Plan as in effect
                  on February 26, 1999.

         (c)      Beginning May 1, 1992, an Employee shall receive credit for
                  Vesting Service for the period of time elapsed from the later
                  to occur of his date of hire or May 1, 1992 to his Break in
                  Service, including but not limited to credit for the following
                  periods:

                  (1)      The period he is on any leave of absence from work
                           with the Employer or nonparticipating Affiliate for
                           military service, but not to exceed the period
                           required under the Federal law pertaining to
                           veterans' reemployment rights; provided, however,
                           that if he fails to report for work at the end of
                           such leave during which he has reemployment rights,
                           he shall receive credit for Vesting Service while on
                           such leave only until his Break in Service.














                                      -21-



<PAGE>



                  (2)      The period he is absent from employment due to an
                           authorized leave of absence or layoff, but not to
                           exceed the maximum period applicable to the Employee
                           under the Employer's leave and layoff policies;
                           provided, however, that if he fails to report for
                           work at the end of such authorized leave or layoff,
                           he shall receive credit for Vesting Service while on
                           such authorized leave or layoff only until his Break
                           in Service.

         (d)      Reemployment.  If an Employee who has had a Break in Service
                  after May 1, 1992 is subsequently reemployed as an Employee,
                  he shall be considered a new Employee for purposes of the Plan
                  except--

                  (1)      Reemployment Within Less Than a One-Year Period.  If
                           he is reemployed before at least 12 months have
                           elapsed after the earlier to occur of:

                           (A)      his quit, discharge, or retirement, or

                           (B)      his first day of absence from employment for
                                    any other reason which results in a Break in
                                    Service,

                           the Vesting Service he had at such break shall be
                           reinstated upon his reemployment and he shall receive
                           credit for Vesting Service for the period between his
                           Break in Service and his reemployment.

                  (2)      Reemployment With a Vested Benefit. If upon his
                           reemployment he is then eligible for a benefit under
                           Article VII derived from Employer Contributions, the
                           Vesting Service he had at such break shall be
                           reinstated as of his date of reemployment.

                  (3)      Reemployed and Meeting the Parity Rule. If neither
                           (a) nor (b) is applicable, then, if the continuous
                           period between his Break in Service and his
                           reemployment does not equal or exceed the greater of
                           five or the number of years of Vesting Service he had
                           prior to such break, the Vesting












                                      -22-


<PAGE>



                           Service he had at such break shall be reinstated upon
                           his reemployment.

         3.6      Break in Service.  Break in Service means the earlier to occur
of (a) or (b) below:

         (a)      The date the Employee quits, is discharged, or retires.

         (b)      The first anniversary of the first day of his authorized
                  absence from employment with the Employer or Affiliate (with
                  or without pay) for any reason other than in (a) above, such
                  as sickness, military service, authorized leave of absence, or
                  layoff. An Employee who fails to return to work at the
                  expiration of an authorized absence shall be deemed to have
                  had a Break in Service on the earlier to occur of (1)
                  expiration of an authorized absence or a recall from layoff or
                  (2) the first anniversary of the first day of such absence.

(The fact that an Employee who is a Participant becomes an Inactive Participant
shall not constitute a Break in Service, but the rules set forth in sections 3.5
and 3.6 shall continue to apply to such an Employee during the period in which
he is an Inactive Participant.)

         3.7 Maternity/Paternity Absence, Family and Medical Leave. In the case
of an Employee (a) whose absence from work for maternity or paternity reasons
begins on or after January 1, 1985, to the extent not otherwise counted as an
authorized leave of absence and to the extent such absence continues beyond a
12-month period or (b) whose absence from employment, up to twelve weeks, on or
after August 5, 1993 qualifies for leave under the Family and Medical Leave Act
of 1993, such Employee's Break in Service shall occur on the second anniversary
of this section 3.7, absence from work for maternity or paternity reasons means
an absence (a) by reason of pregnancy of the individual, (b) by reason of the
birth of a child of the individual, (c) by reason of the placement of a child
with the individual in connection

















                                      -23-


<PAGE>



with the adoption of such child by such individual, or (d) for purposes of
caring for such child for a period beginning immediately following such birth or
placement. This section 3.7 shall apply only for the purpose of determining
whether an Employee's Vesting Service must be reinstated upon reemployment
pursuant to section 3.5(d) and not for purposes of determining the number of
years of his Vesting Service. There shall be no duplication of credit between a
period credited under this section 3.7 and a period for which credit is granted
for Vesting Service under section 3.5.

         3.8 Leased Employees. A person who is not an Employee of an Employer or
nonparticipating Affiliate and who performs services for an Employer or a
nonparticipating Affiliate pursuant to an agreement between the Employer or
nonparticipating Affiliate and a leasing organization shall be considered a
"leased employee" if he performed the services on a substantially full-time
basis for a year and such services were performed under the primary direction or
control of an Employer or nonparticipating Affiliate. A person who is considered
a "leased employee" of an Employer or nonparticipating Affiliate shall not be
considered a Covered Employee for purposes of participating in this Plan or
receiving any contribution or benefit under this Plan. A leased employee shall
be excluded from this Plan regardless of whether he participates in any plan
maintained by the leasing organization. However, if a leased employee
participates in the Plan as a result of subsequent employment with an Employer,
he shall receive credit for Vesting Service for such employment as a leased
employee. Notwithstanding the preceding provisions of this section, a leased
employee shall be treated as an Employee for purposes of applying the
requirements described in Code section 414(n)(3) and for purposes of determining
the number and identity of Highly Compensated Employees.

         3.9 USERRA. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, loan repayments, and













                                      -24-

<PAGE>



service credit with respect to qualified military service (within the meaning of
Code Section 414(u)(5)) will be provided in accordance with Section 414(u) of
the Code, effective for reemployment on or after December 12, 1994.










































                                      -25-
<PAGE>

                            Article IV. Contributions

         4.1      Participant Pre-Tax Contributions.

         (a)      Initial Contributions. Each Participant, so long as he remains
                  a Participant, may elect (on a form furnished by the Committee
                  and in accordance with the Committee's rules) to reduce his
                  Compensation by payroll reduction equal to between one percent
                  (1%) and thirty-five percent (35%) (eighteen percent (18%)
                  prior to May 1, 2002), in whole percentages of his
                  Compensation paid for each Pay Period. Payroll reductions may
                  begin as of any Enrollment Date provided that payroll
                  reduction and related forms are received by a specified time
                  prior to such Enrollment Date. The amount by which the
                  Participant's Compensation is reduced shall be contributed by
                  the Employer on the Participant's behalf to the Plan as the
                  Participant's Pre-Tax Contributions. The Committee shall have
                  the authority to limit the Pre-Tax Contributions of
                  Participants to the extent necessary to assure compliance with
                  the deferral percentage limitation in section 4.4, the
                  multiple use of alternatives test in section 4.5(d) and the
                  limitation on annual account additions in section 4.7 for any
                  Plan Year, notwithstanding that such limitation may result in
                  the Pre-Tax Contribution of any Participant being less than a
                  whole percentage of such Participant's Compensation.

         (b)      Adjustments. A Participant may change the percentage of his
                  Pre-Tax Contributions at any time (or, prior to May 1, 2002,
                  once each calendar quarter as of any Enrollment Date) by
                  filing a notice of such change in such manner and in
                  accordance with such rules as are established by the
                  Committee. Pre-Tax Contributions by Section 16 Reporting
                  Persons shall be limited as provided in section 5.5.



                                      -26-
<PAGE>

         (c)      Suspension. A Participant may elect to become an Inactive
                  Participant, and have his Pre-Tax Contributions suspended, as
                  of any payroll date by filing with the Employer a written
                  notice of such suspension (on a form furnished by the
                  Committee and in accordance with the Committee's rules), and
                  his Pre-Tax Contributions shall cease as of the first day of
                  the next Pay Period following the date on which the
                  Participant submits the notice.

         (d)      Inactive Participants. A Participant who ceases to qualify as
                  a Covered Employee but who remains in the employment of the
                  Employer or Affiliate, and a Participant whose Pre-Tax
                  Contributions have been suspended under section 6.3(e) due to
                  a hardship withdrawal, shall become an Inactive Participant
                  and shall have his Pre-Tax Contributions completely
                  discontinued, effective as of the date of such change of
                  employment status or withdrawal.

         (e)      Resumption. Any Participant whose Pre-Tax Contributions have
                  been suspended may elect again to become a Participant and
                  have such contributions resumed if at that time he qualifies
                  to elect to be a Participant, by filing a written notice (on a
                  form furnished by the Committee and in accordance with the
                  Committee's rules) therefor by a specified time prior to the
                  date as of which such person desires again to become a
                  Participant and have his Pre-Tax Contributions resumed. Such
                  resumption shall be effective as of (1) any subsequent
                  Enrollment Date, in the case of a voluntary suspension of
                  Pre-Tax Contributions under section 4.1(c) or (2) the first
                  day of any month following the 6-month suspension period, in
                  the case of involuntary suspension of Pre-Tax Contributions
                  under section 6.3(e) or 6.4.

         (f)      Former Participants. A Participant, or an Inactive
                  Participant, whose employment with the Employer and



                                      -27-
<PAGE>

                  Affiliates terminates for any reason shall become a Former
                  Participant, and any Pre-Tax Contributions he is making as a
                  Participant shall be discontinued, effective as of his final
                  Pay Period.

         (g)      Deposit and Allocations. Pre-Tax Contributions shall be paid
                  over by the Employer to the Trustee for deposit into the
                  Trust, and shall be allocated and credited to the
                  Participant's Pre-Tax Contributions Account in the Plan as
                  soon as practicable after the date they would have been
                  otherwise received as Compensation. The final payroll
                  reduction contributions for the Plan Year shall not be made
                  later than the time when the Company is required to file its
                  Federal income tax return for the Plan Year. All amounts
                  elected by the Participant to be contributed to the Plan
                  pursuant to this section shall at all times be fully vested.

         4.2      Employer Matching and Incentive Contributions.

         (a)      Matching Contribution. Each month for the interval from May 1,
                  1992 through December 31, 1992 and each month for each Plan
                  Year until April 3, 1995, the Employer shall contribute to the
                  Trust on behalf of Participants who make Pre-Tax Contributions
                  for the month. Effective April 3, 1995, the above Employer
                  Contributions shall be contributed to the Trust on behalf of
                  Participants as soon as practical after the payroll settlement
                  date for which the Employer Contribution is made. For the
                  above Employer Contributions that are contributed to the Trust
                  on wages earned prior to July 4, 1999, the Employer shall
                  contribute an amount which, when increased by the total amount
                  of any forfeitures credited under Section 7.4 shall be equal
                  to 50 percent of the



                                      -28-
<PAGE>

                  Participant's Pre-Tax Contributions up to 3 percent of
                  Compensation plus 25 percent of the Participant's Pre-tax
                  contributions between 4 and 6 percent of Compensation made
                  during that month pursuant to Section 4.1. For the above
                  Employer Contributions that are contributed to the Trust on
                  wages earned on or after July 4, 1999, the Employer shall
                  contribute an amount which, when increased by the total amount
                  of any forfeitures credited under Section 7.4, shall be equal
                  to 50 percent of the Participant's Pre-Tax Contributions up to
                  6 percent of Compensation made during that month pursuant to
                  Section 4.1.

                  Incentive Contribution. The Employer may, but is not required
                  to, make an additional, discretionary Matching Contribution to
                  the Plan for each Plan Year, which shall be called an
                  Incentive Contribution. Any such discretionary Incentive
                  Contribution shall be made as of the end of the Employer's
                  taxable year.

         (b)      Maximum Deductible Contributions. In no event shall the sum of
                  the aggregate Pre-Tax Contributions, Matching Contributions,
                  Incentive Contributions, and Supplemental Contributions under
                  section 4.6 made by the Employer for a Plan Year exceed the
                  maximum amount deductible by the Employer for a contribution
                  to the Plan for the Plan Year.

         (c)      Deposit of Contributions. Each Participant's Matching
                  Contribution shall be paid over by the Employer to the Trustee
                  and credited to the Trust as soon as possible after the end of
                  the month for which made, and Incentive Contributions shall be
                  credited as of the end of the Plan Year for which made, but in
                  any event no later than the date the Employer's Federal income
                  tax return is due for the Plan Year, including extensions.



                                      -29-
<PAGE>

         (d)      Allocation. The Employer's Matching Contribution for each
                  month shall be allocated and credited as of the last day of
                  each month to the Pre-Tax Matching Contributions Accounts of
                  all persons who made Pre-Tax Contributions under section 4.1
                  during such month and who are Covered Employees at any time
                  during such month. Such allocation and credit shall be in the
                  proportion that the Pre-Tax Contribution of each such
                  Participant (1) up to 3 percent of Compensation and (2) from
                  4-6 percent of Compensation for the Plan Year bears to such
                  aggregate Pre-Tax Contributions (A) up to 3 percent of
                  Compensation and (B) from 4-6 percent of Compensation,
                  respectively, of all such Participants for such month.
                  Employer Incentive Contributions shall be allocated in a
                  similar manner as of the end of each Plan Year.

         4.3      Dollar Limitation on Pre-Tax Contributions.
                  (a) Dollar Limit. Except as otherwise provided by Section 4.9
                  of the Plan or Section 414(v) of the Code, in no event shall a
                  Member's aggregate Pre-Tax Contributions under the Plan for
                  any calendar year beginning with 1987, when combined with any
                  other elective pre-tax deferrals under Code section 402(g)
                  made on behalf of the Member by the Employer and Affiliates
                  for such calendar year, exceed $11,000 (for calendar year
                  2002), or such higher annual amount as may be determined by
                  the Secretary of the Treasury to reflect increases in the cost
                  of living.

                  (b) Distribution of Excess Deferrals. In the event that in a
                  calendar year a Member's Pre-Tax Contributions reach the level
                  of an Excess Deferral, payroll deductions therefore shall
                  automatically cease and the Member shall be entitled to a
                  refund of any Excess Deferral. A distribution of Excess
                  Deferrals, adjusted for earnings and losses, shall be made no



                                      -30-
<PAGE>
                  later than the April 15 of the calendar year following the
                  calendar year in which such Excess Deferrals were made.

         4.4      Deferral Percentage Limitation on Pre-Tax Contributions.
                  Notwithstanding section 4.1, in no event shall the Employer
                  permit Pre-Tax Contributions for any Plan Year which would
                  cause the actual deferral percentage of the group of Members
                  who are Highly Compensated Employees to exceed the actual
                  deferral percentage of the group of all other Members by more
                  than the greater of --

         (a)      one and one-quarter times the actual deferral percentage of
                  the group of all other Members; or

         (b)      the lesser of (1) two times the actual deferral percentage of
                  the group of all other Members, or (2) two percentage points
                  above the actual deferral percentage of the group of all other
                  Members.

                  The actual deferral percentage of each group of eligible
                  Employees for any Plan Year shall be the average of the ratios
                  (calculated separately for each eligible Employee in each
                  group) of (A) the Pre-Tax Contributions made on behalf of each
                  eligible Employee for such Plan Year (or the Plan Year
                  immediately preceding such Plan Year, for Members who are not
                  Highly Compensated Employees and for Plan Years beginning on
                  or after January 1, 1997) to (B) such eligible Employee's
                  compensation for such Plan Year (or the Plan Year immediately
                  preceding such Plan Year, for Members who are not Highly
                  Compensated Employees and for Plan Years beginning on or after
                  January 1, 1997).

                  For purposes of this section 4.4 and section 4.5, the
                  Committee shall have the authority each year to choose a
                  definition of compensation as defined in Code Section



                                      -31-
<PAGE>

                  415(c)(3) and the regulations thereunder, including such
                  modifications to such definitions as set forth in the
                  regulations under Code Section 414(s).

                  If the Committee determines that a refund of the amount of
                  Pre-Tax Contributions is necessary in order to assure
                  compliance with the above limitation, the Committee shall
                  refund the amount of the excess Pre-Tax Contributions of
                  affected Members. A refund of the contributions to comply with
                  the above limitation shall be made only with respect to those
                  Members who are Highly Compensated Employees according to the
                  following procedures:

                  (a)      For Plan Years beginning before January 1, 1997, such
                           refunds shall be made in such manner that the Pre-Tax
                           Contributions of those Highly Compensated Employees
                           with the largest Pre-Tax Contributions as a
                           percentage of compensation shall be reduced first.

                  (b)      For Plan Years beginning on or after January 1, 1997,
                           excess contributions shall be allocated to the Highly
                           Compensated Employees with the largest amount of
                           Pre-Tax Contributions taken into account in
                           calculating the actual deferral percentage test for
                           the year in which the excess arose, beginning with
                           the Highly Compensated Employee with the largest
                           dollar amount of Pre-Tax Contributions and continuing
                           in descending order until all of the excess
                           contributions have been allocated. For purposes of
                           the preceding sentence, the "largest amount" is
                           determined after distribution of any excess
                           contributions.

                  Such excess contributions (reduced by any Excess Deferrals
                  returned under section 4.3(b)), adjusted for earnings and
                  losses, shall be refunded to the Highly



                                      -32-
<PAGE>

                  Compensated Employees as soon as practicable. In no event,
                  however, shall such excess contributions be left undistributed
                  any later than the last day of the Plan Year following the
                  Plan Year in which such excess contributions were made. The
                  Committee may also reduce Pre-Tax Contributions so that the
                  deductible limits of Code Section 404(a) are not exceeded.

         4.5      Contribution Percentage Limitation on Matching and Incentive
                  Contributions.

         (a)      Limitation. Notwithstanding section 4.2, in no event shall the
                  Plan permit Matching and Incentive Contributions to be made
                  for Members for any Plan Year that would cause the
                  contribution percentage of the group of Members who are Highly
                  Compensated Employees to exceed the contribution percentage of
                  the group of all other Members by more than the greater of --

                  (1)      one and one-quarter times the contribution percentage
                           of the group of all other Members; or

                  (2)      the lesser of (A) two times the contribution
                           percentage of the group of all other active Members
                           or (B) two percentage points above the contribution
                           percentage of the group of all other Members.

         (b)      Contribution Percentage. The contribution percentage of each
                  group of Members for any Plan Year shall be the average of the
                  ratios (calculated individually for each Member in each group)
                  of (1) the Matching and Incentive Contributions made for each
                  Member for such Plan Year (or the Plan Year immediately
                  preceding such Plan Year, for members who are not Highly
                  Compensated Employees and for Plan Years beginning on or after
                  January 1, 1997) to (2) such Member's compensation for such
                  Plan Year (or the Plan Year immediately preceding such Plan
                  Year, for members who are not Highly Compensated Employees and
                  for Plan Years beginning on or after January 1, 1997). The
                  Committee, in its discretion



                                      -33-
<PAGE>

                  (and pursuant to regulations issued by the Secretary of the
                  Treasury) may also consider the Member's Pre-Tax Contributions
                  when computing the contribution percentage for each group
                  under this section, provided that (1) all the Pre-Tax
                  Contributions, including such contributions being considered,
                  comply with the limits under section 4.4 and (2) the Matching
                  and Incentive Contributions (excluding such contributions
                  being considered under this section), comply with the limits
                  under section 4.4.

          (c)     Reduction to Meet Contribution Percentage Limit. To the extent
                  necessary to conform the contribution percentages for any Plan
                  Year to the limitations of subsection (a), the Committee shall
                  refund the Matching and/or Incentive Contributions made for
                  the group of active Members who are Highly Compensated
                  Employees (called the "Excess Aggregate Contribution")
                  according to the following procedures:

                  (1)      For Plan Years beginning before January 1, 1997, such
                           refunds shall be made in such manner that the
                           Matching and/or Contributions of those Highly
                           Compensated Employees with the largest Matching
                           and/or Incentive Contributions as a percentage of
                           compensation shall be reduced first.

                  (2)      For Plan Years beginning on or after January 1, 1997,
                           Excess Aggregate Contributions shall be allocated to
                           the Highly Compensated Employees with the largest
                           amount of Matching and/or Incentive Contributions
                           taken into account in calculating the actual
                           contribution percentage test for the year in which
                           the excess arose, beginning with the Highly
                           Compensated Employee with the largest dollar amount
                           of Matching and/or Incentive Contributions and
                           continuing in descending order



                                      -34-
<PAGE>

                           until all of the Excess Aggregate Contributions have
                           been allocated. For purposes of the preceding
                           sentence, the "largest amount" is determined after
                           distribution of any Excess Aggregate Contributions.

          (d)     Multiple Use of Alternative Tests. Solely for Plan Years
                  beginning prior to January 1, 2002,this subsection shall apply
                  only in Plan Years for which the Pre-Tax Contributions for the
                  Plan Year comply with the limits set forth in section 4.4
                  solely by meeting the alternative actual deferral percentage
                  test set forth in section 4.4(b) and the Matching
                  Contributions for the Plan Year comply with the limits set
                  forth in section 4.5(a) solely by meeting the alternative
                  contribution percentage test set forth in section 4.5(a)(2).

                  For Plan Years described in the preceding paragraph, the Plan
                  shall not be treated as complying with the limits of section
                  4.5(a) if the sum of the actual deferral percentage and
                  contribution percentage of the group of Members who are Highly
                  Compensated Employees exceeds the following limit (known as
                  the "Aggregate Limit") which is the sum of:

                  (1)      one and one-quarter times the greater of the actual
                           deferral percentage or contribution percentage of the
                           group of all other Members, and

                  (2)      the lesser of --

                           (A)      two times the lesser of the actual deferral
                                    percentage or contribution percentage of the
                                    group of all other Members, or

                           (B)      the sum of two percentage points and the
                                    lesser of the actual deferral percentage or
                                    contribution percentage of the group of all
                                    other Members.



                                      -35-
<PAGE>

         (e)      Reductions to Meet Aggregate Limit. To the extent necessary to
                  conform the contribution percentages for any Plan Year to the
                  limitation of paragraph (d) above, the Company shall refund
                  the Matching and/or Incentive Contributions of Highly
                  Compensated Employees in the same manner as provided under
                  section 4.5(c).

         4.6      Supplemental Contributions.

         (a)      Annual Contributions. For the period from May 1, 1992 through
                  December 31, 1992 and for each Plan Year thereafter, the
                  Company shall make a monthly contribution to the Plan on
                  behalf of Considered Participants, as described in (d) below,
                  of an amount equal to 3 percent of the Compensation of each
                  Considered Participant for such month. The Supplemental
                  Contribution shall become due and payable as of the last day
                  of each month, irrespective of the Company's earnings and
                  profits.

         (b)      Allocation of Supplemental Contribution. The Supplemental
                  Contribution shall be allocated and credited as of the last
                  day of each month for which made to the Supplemental
                  Contributions Accounts of all Considered Participants who had
                  any Compensation for such month. Such allocation shall be in
                  the ratio that each Considered Participant's Compensation for
                  the month bears to the total Compensation during such month of
                  all Considered Participants entitled to share in such
                  contribution.

         (c)      Payment to Trustee. Such Supplemental Contribution shall be
                  paid to the Trustee on a monthly basis, but not later than the
                  due date, including extensions, for the Employer to obtain a
                  Federal income tax deduction for such contribution for the
                  Plan Year.

         (d)      Considered Participants. "Considered Participants" means
                  nonexempt salaried and hourly paid Employees employed at the
                  following facilities of the Company: Bentonville, Arkansas;
                  Brownsville, Texas; Elkhart,



                                      -36-
<PAGE>

                  Indiana nonbargaining unit Employees hired on or after July 1,
                  1986; Corporate Office Employees hired on or after July 1,
                  1986; Sandwich, Illinois; and West Lafayette, Indiana; and
                  such other groups of Employees as may be designated in writing
                  by the Committee after May 1, 1992 as Considered Participants.

         4.7 Limitations on Annual Account Additions. The provisions of this
section 4.7 shall apply to Plan Years beginning on and after January 1, 1987.

         (a)      Annual Account Addition. The term "Annual Account Addition"
                  means, for any Member for any Plan Year the sum of --

                  (1)      the Affiliate contributions made for him under "any
                           defined contribution plan" for the year (including
                           Employer Contributions made under sections 4.1, 4.2,
                           and 4.6 of the Plan;

                  (2)      the Member's after-tax contributions, if any, for the
                           year to "any defined contribution plan";

                  (3)      forfeitures allocated to him for the year under "any
                           defined contribution plan"; and

                  (4)      any contributions allocated on his benefit to any
                           individual medical account under Code sections
                           401(h)(6) and 419A(d).

                  "Any defined contribution plan" means the Plan and all other
                  defined contribution plans of the Affiliates considered as one
                  plan. A Member's Annual Account Addition shall not include any
                  amounts transferred to the Plan from another qualified plan of
                  the Affiliates.

         (b)      Limitation. Except as otherwise provided by Section 4.9 of the
                  Plan or Section 414(v) of the Code, notwithstanding any other
                  provisions of the Plan, the Annual Account Addition of a
                  Member for any Plan Year, which shall be the "limitation
                  year," shall not exceed the lesser of --



                                      -37-
<PAGE>

                  (1)      for Plan Years beginning on or after January 1, 1995,
                           the limitation set forth in Code Section 415
                           (c)(i)(A) in effect for the Plan Year, and for Plan
                           Years beginning prior to January 1, 1995, the greater
                           of $30,000 or one-fourth of the defined benefit
                           dollar limitation set forth in Code section 415(b) in
                           effect for such Plan Year, or

                  (2)      100 percent (25 percent for Plan Years beginning
                           prior to January 1, 2002) of the Member's
                           compensation for such Plan Year. For purposes of this
                           section 4.7, "compensation" means the Member's
                           taxable compensation for the Plan Year as defined in
                           Code section 415(c)(3), (i) for purposes of Plan
                           Years beginning prior to January 1, 1998, not
                           including any pay deferrals under Code sections 125
                           and 401(k), (ii) for purposes of Plan Years beginning
                           on or after January 1, 1998, including any pay
                           deferrals under Code sections 125, 401(k), or 132
                           (f)(4), and (iii) without regard to the Code section
                           401(a)(17) compensation limitation. The compensation
                           limitation referred to in section 4.7(b)(2) shall not
                           apply to any contribution for medical benefits after
                           separation from service (within the meaning of Code
                           section 401(h) or section 419A(f)(2)) which is
                           otherwise treated as an annual addition.

         (c)      Reduction in Annual Account Additions. If in any Plan Year a
                  Member's Annual Account Additions exceed the applicable
                  limitation determined under subsection (b) above, such excess
                  (referred to herein as the "Annual Account Excess") shall not
                  be allocated to his accounts in any defined contribution plan,
                  but shall be treated in the following manner:

                  (1)      First, his Pre-Tax Contributions shall be reduced up
                           to the amount of the Annual Account Excess, and any
                           such contributions so reduced



                                      -38-
<PAGE>

                           shall be refunded to him as soon as administratively
                           convenient after the end of the Plan Year.

                  (2)      If there is any remaining Annual Account Excess after
                           the application of paragraph (1) above, his
                           allocation of Matching and Incentive Contributions
                           for the year shall be reduced, up to the remaining
                           amount of the Annual Account Excess.

                  (3)      If there is any remaining Annual Account Excess after
                           the application of paragraphs (1) and (2) above, his
                           share of Supplemental Contributions for that year
                           shall be reduced, up to the remaining amount of the
                           Annual Account Excess.

                  (4)      Any reduction in such a Member's allocation under (2)
                           and (3) above attributable to Employer contributions
                           shall be deemed to be a forfeiture under the Plan for
                           such Plan Year and be reallocated as provided for in
                           section 7.4.

         (d)      Dual Plan Limitation. For Plan Years beginning prior to
                  January 1, 2000, if a Member is also a participant in any
                  defined benefit plan maintained by the Affiliates, the
                  Member's projected benefit under such defined benefit plan
                  shall be limited to the extent necessary to comply with the
                  dual plan limitation set forth in Code section 415(e).

         4.8 Rollover Contributions. A Covered Employee (whether or not he has
become a Participant) may, in accordance with procedures approved by the
Committee, contribute to his Rollover Account an amount that constitutes a
"rollover amount" or a "rollover contribution" within the meaning of Code
sections 402(c), 403(a)(4), and 408(d)(3), including but not limited to the
following amounts:

         (a)      all or part of a distribution qualifying as a "qualified total
                  distribution" (including a single sum plan



                                      -39-
<PAGE>

                  termination distribution and a distribution of deductible
                  voluntary employee contributions) either from a trust
                  described in Code section 401(a) and exempt from tax under
                  Code section 501(a) or from a Code section 403(a) annuity
                  plan, less any amounts considered to be employee
                  contributions, or

         (b)      a distribution from an individual retirement account or
                  annuity, as described in Code section 408, the entire amount
                  of which distribution or redemption is from a source described
                  in (a) above.

Such a contribution must be paid over to the Trustee on or before the sixtieth
day after the Covered Employee receives or is deemed to have received the
distribution. The contribution shall be allocated and credited to the Covered
Employee's Rollover Account as of the Valuation Date coincident with or next
following the date the contribution is paid to the Trust Fund. The Rollover
Account of each Covered Employee shall be fully vested at all times.

Except as otherwise specifically provided in the Plan, a Rollover Account
established to hold any Rollover Contributions shall be subject to the same
investment provisions as a Member's After-Tax Account in the Plan, shall be
withdrawable in service as provided in section 6.2, and shall be distributable
to the Member as provided in sections 7.1 - 7.4. Notwithstanding the foregoing,
a Member may take a loan, in accordance with section 6.5, against any amounts in
his Rollover Account.

         4.9  Catch-up Contributions.

                  Notwithstanding any provisions of this Article IV to the
                  contrary, effective September 30, 2002, all Participants who
                  are eligible to make elective deferrals under this Plan and
                  who have attained age 50 before the close of the Plan Year
                  shall be eligible to make catch-up contributions in accordance
                  with, and subject to the



                                      -40-
<PAGE>

                  limitations of, section 414(v) of the Code. Such catch-up
                  contributions shall not be taken into account for purposes of
                  the provisions of the Plan implementing the required
                  limitations of sections 402(g) and 415 of the Code. The Plan
                  shall not be treated as failing to satisfy the provisions of
                  the Plan implementing the requirements of section 401(k)(3),
                  401(k)(11), 401(k)(12), 410(b), or 416 of the Code as
                  applicable, by reason of the making of such catch-up
                  contributions.





                                      -41-

<PAGE>


                  Article V. Accounts and Records of the Plan,
                              Investment Elections

         5.1 Accounts. The Committee shall cause to be established and
maintained such records and accounts as it deems necessary or advisable in
connection with the management and operation of the Plan. The Committee shall
also establish and maintain a separate account in each of the Investment Funds
comprising the Trust for each Member to which shall be credited, or against
which shall be debited, from time to time as herein provided, the Member's
Pre-Tax Contributions, Matching Contributions, Incentive Contributions,
Supplemental Contributions, and any Rollover Contributions, the Member's share
of that Fund's income, the Member's share of any gain or loss in respect of that
Fund, earnings, if any, credited to the Member's Account, and distributions, if
any, from the Member's Account. It is stipulated, however, that the
establishment and maintenance of such separate accounts shall not require any
segregation of the assets of the Trust.

A Member's Pre-Tax Contributions together with the net income of the Trust
attributable thereto shall be separately identified in the Member's Account, but
for purposes of investment, Members' Pre-Tax Contributions shall be commingled
and invested with Members' Matching Contributions, Incentive Contributions,
Supplemental Contributions, and any Rollover Contributions. The Trust shall
consist of the Investment Funds, in each of which Investment Funds each Member
who has any interest therein shall have an undivided proportionate interest.
Each Member's undivided proportionate interest in each Investment Fund shall be
measured by the proportion that the Member's net balance in that Investment Fund
bears to the total net balance of that Investment Fund as of the date that such
interest is being determined.

         5.2 Records. The books of account, forms, and accounting methods used
in the administration of the Plan shall be prescribed by and under the
supervision and control of the Com-



                                      -42-
<PAGE>

mittee. Except as otherwise provided by law, a Member or Beneficiary shall not
have the right to inspect any of the records of the Plan except the individual
accounts maintained and established for said Member. The Committee may appoint
an agent to maintain all or any part of the records showing the interest of each
Member under the Plan, in such form and manner as the Committee may direct.

         5.3 Statements to Members. The Committee shall, at least annually, mail
or deliver to each Member a statement, in such form as the Committee shall
determine, of the Member's Account of such Member. Such statement shall be
deemed to have been accepted by the Member as correct unless written notice to
the contrary is received by the Employer within 30 days after the mailing or
delivery of such statement to said Member.

         5.4 Investment of Contributions. Each Participant upon becoming a
Participant shall elect on a form furnished for that purpose by the Committee
that such Participant's (a) Pre-Tax Contributions, (b) Matching and Incentive
Contributions, (c) Supplemental Contributions, and (d) any Rollover
Contributions credited to the Participant's account, taken collectively, be
invested in multiples of 1%, in any combination of Investment Funds, provided
that such combination totals 100 percent. If a Participant fails to make an
election upon becoming a Participant or does not provide for investment of 100
percent of such Contributions, any uninvested Contributions shall be invested in
the JP Morgan Prime Money Market Fund, or such other fund as the Committee may
designate. Such election or investment in lieu of an election shall continue in
effect thereafter until the Participant makes a new investment election as to
such Contributions as provided below.

A Participant may change such election as to future Contributions by filing an
election form in accordance with rules established by the Committee.



                                      -43-
<PAGE>

         5.5 Transfers Among Investment Funds. Each Member may elect, in
accordance with rules established by the Committee, to transfer and reallocate
among the Investment Funds the Member's aggregate balances in his Member's
Account as of any Valuation Date. The Member may elect, that, following such
transfer and reallocation, his Member's Account be invested 100 percent in any
Investment Fund or that any multiple of 1 percent of his Member's Account be
invested in any combination of Investment Funds totaling 100 percent. Such
election, when made, shall be applicable to the Member's aggregate account
balances as described above, but shall not affect how the Member's future
Contributions are invested under section 5.4.

Notwithstanding the foregoing, any person who is a "Section 16 Reporting Person"
(that is, a person who is required to report his transactions in Company Stock
to the Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Exchange Act of 1934) may alter his selection with respect to the
investment of his current Member's Account balance by filing such change with
the Committee, on a form to be provided by the Committee; provided, however,
that no such election by a Section 16 Reporting Person into the CTS Common Stock
Fund may be made unless and until at least six months have elapsed since such
Section 16 Reporting Person's most recent election out of the CTS Common Stock
Fund, and no election by a Section 16 Reporting Person out of the CTS Common
Stock Fund may be made unless and until at least six months have elapsed since
such Section 16 Reporting Person's most recent election into the CTS Common
Stock Fund.

         5.6 Valuations. As of each Valuation Date, and as of such other dates,
if any, as the Committee may direct, the Trustee shall determine the value, at
current market values, of all assets then comprising each of the Investment
Funds of the Trust.



                                      -44-
<PAGE>

         5.7 Account Balances. As of each Valuation Date, the Committee shall
adjust each account in each Investment Fund to reflect net appreciation or
depreciation in the aggregate fair market value of said Fund's assets, said
Fund's income and expenses, and gains or losses from the sale or other
disposition of said Fund's assets since the last preceding adjustment under this
section 5.7.

                  Article VI. In-Service Withdrawals and Loans

         6.1 Withdrawals from After-Tax Accounts. Each Participant or Inactive
Participant may, upon a form approved for this purpose by the Committee and in
accordance with its rules, request a withdrawal from his After-Tax Account under
(a) or (b) below:

         (a)      Total Withdrawal. He may request a cash withdrawal of the
                  entire amount of his After-Tax Account and his After-Tax
                  Matching Contributions Account, including earnings thereon,
                  without penalty.

         (b)      Partial Withdrawal. He may request a partial cash withdrawal
                  of his After-Tax Contributions to the Plan, not including
                  earnings thereon, without penalty.

         6.2 Withdrawals from Rollover Accounts. Each Participant or Inactive
Participant may, upon a form approved for this purpose by the Committee and in
accordance with its rules, request a total or partial cash withdrawal from his
Rollover Account, including earnings thereon, without penalty, provided that
such withdrawal does not cause any outstanding Plan loan plus unpaid interest to
date to exceed 50 percent of the value of the Member's Account.

         6.3 Hardship Withdrawals. A Participant or Inactive Participant who has
not attained age 59 1/2 and who has withdrawn the maximum amount allowed under
sections 6.1 and 6.2 may, upon a form approved for this purpose by the Committee
and in accordance



                                      -45-
<PAGE>

with its rules, request a partial or total cash withdrawal from his Pre-Tax
Contributions Account, his Pre-Tax Matching Contributions Account, and his
Supplemental Contributions Account, excluding post-1988 earnings or gains on his
Pre-Tax Contributions, but only for hardship (as defined below) and in
accordance with uniform and nondiscriminatory standards and policies adopted by
the Committee, which standards and policies shall be consistently observed and
applied. The following rules shall apply to hardship withdrawals hereunder:

         (a)      Withdrawable Amounts. The amount of a hardship distribution
                  shall be limited to the lesser of (1) the amount which the
                  Committee determines is required to meet the immediate
                  financial need caused by the hardship or (2) the maximum
                  withdrawable amount specified below as of the Valuation Date
                  immediately preceding the date of withdrawal. No withdrawals
                  of earnings or gains on post-1988 Pre-Tax Contributions shall
                  be permitted. The Committee is authorized to limit the amount
                  of a withdrawal until the valuation process is completed.

         (b)      Financial Hardship. For purposes of this section 6.3,
                  financial hardship shall mean a circumstance resulting from an
                  immediate and heavy financial need, which shall be limited to
                  the following situations:

                  (1)      payment of medical expenses (described in Code
                           section 213(d)) previously incurred by the Member,
                           the Member's spouse, or dependents (as defined in
                           Code section 152) and expenses necessary for such
                           persons to obtain such medical care;

                  (2)      purchase, excluding mortgage payments, of a principal
                           residence for the Member;

                  (3)      payment of tuition and related educational fees as
                           determined by the Committee for the next 12 months of
                           post-secondary education for the Member or the
                           Member's spouse, children, or dependents;



                                      -46-
<PAGE>

                  (4)      payment to prevent the eviction of the Member from a
                           principal residence or the foreclosure on the
                           mortgage of the Member's principal residence;

                  (5)      payment of expenses, such as funeral expenses, due to
                           a death in the Member's immediate family; or

                  (6)      such other deemed financial needs as published from
                           time to time by the Commissioner of Internal Revenue.

         (c)      Maximum Withdrawal. An application for such a hardship
                  withdrawal shall be filed in such form and at such time as the
                  Committee may from time to time prescribe. Any withdrawal
                  pursuant to the provisions of this section 6.3 shall be
                  subject to the approval of the Committee. Such approval shall
                  be determined in accordance with uniform and nondiscriminatory
                  standards and policies adopted by the Committee, which shall
                  be consistently observed and applied. The Committee shall
                  permit no withdrawal to exceed the amount of the immediate and
                  heavy financial need of the Member. Furthermore, the maximum
                  amount of a withdrawal shall not exceed the total value of a
                  Member's Account less the amount of any outstanding principal
                  and interest on any loans under section 6.5.

         (d)      Other Resources. No withdrawal described above may be made by
                  a Participant or Inactive Participant unless the Member has
                  obtained all other distributions, withdrawals, and the maximum
                  available loan for which the Member is eligible under this
                  Plan or any other plan maintained by the Company or its
                  Affiliates (other than hardship withdrawals).

         (e)      Nonparticipation Penalty and Other Restriction. Upon receiving
                  such a withdrawal, (1) the Member shall not be permitted to
                  make Pre-Tax Contributions under any plan maintained by the
                  Company or its Affiliates and (2) the Employer shall not make
                  any Supplemental Contributions under the Plan for such Member
                  for the 6-



                                      -47-
<PAGE>

                  month period (12-month period for distributions prior to
                  January 1, 2002) beginning on the date of the withdrawal
                  distribution. In addition, the maximum dollar amount of
                  Pre-Tax Contributions under Code section 402(g) that such
                  Participant may make in the Plan Year (under section 4.3 of
                  the Plan) in which the 6-month period (12-month period for
                  distributions prior to January 1, 2002) ends shall be reduced
                  by the amount of Pre-Tax Contributions that the Participant
                  made in the Plan Year of the hardship withdrawal.

         6.4 Age 59 1/2 Withdrawals. Effective as of June 28, 1991, each Member
who attained age 59-1/2 may, upon a form approved for this purpose by the
Committee and in accordance with the Committee's rules, elect to make a total or
partial withdrawal, in cash or in Company Stock, of the entire vested portion of
his entire Member's Account, including earnings on all accounts, but the maximum
withdrawal may not exceed the value of the vested portion of the Member's
Account less the amount of any outstanding principal and interest on loans under
Section 6.5.

         6.5 Loans. Each Participant or Inactive Participant may request a loan
from the Trust, and the Committee shall authorize the Trustee to make a cash
loan to such Participant or Inactive Participant, secured by 50 percent of the
amount in the Participant's or Inactive Participant's Account. The terms of such
loan shall be determined by the Committee, subject to the following conditions:

         (a)      Term. The term of such loan shall not exceed five years,
                  except that the Committee may extend the loan term beyond five
                  years for any loan used for the purpose of purchasing the
                  Participant's or Inactive Participant's principal residence.
                  To the extent that such loan is unpaid at the time a
                  distribution of such Participant's or Inactive Participant's
                  Account becomes payable under Article III, such unpaid amount
                  shall be



                                      -48-
<PAGE>

                  deducted from the amount otherwise payable from the
                  Participant's or Inactive Participant's Account.

         (b)      Amount and Number Outstanding. The minimum loan amount
                  hereunder shall be $1,000. With respect to loans granted
                  before April 3, 1995, to any Participant or Inactive
                  Participant and loans granted at any time prior to February
                  26, 1999 to Transferred Participants, a Participant or
                  Inactive Participant may have a maximum of five loans
                  outstanding at one time. Effective for all loans granted on or
                  after April 3, 1995, a Participant or Inactive Participant
                  other than a Transferred Participant, and effective for all
                  loans granted on or after February 26, 1999 to a Transferred
                  Participant may have a maximum of two loans outstanding at one
                  time. The amount of such loan shall not exceed the smaller
                  of --

                  (1)      50 percent of the vested portion of the Member's
                           Account at the time of such loan, reduced by the
                           highest outstanding principal and interest balance of
                           all loans from the Plan during the 12-month period
                           ending on the day the loan is made, or

                  (2)      $50,000, reduced by the highest outstanding principal
                           and interest balance of all loans from the Plan
                           during the 12-month period ending on the day the loan
                           is made.

         (c)      Note. Such loan shall be evidenced by a promissory note.
                  Appropriate disclosure shall be made pursuant to the Truth in
                  Lending Act.

         (d)      Interest and Fees. Such loan shall bear a reasonable rate of
                  interest, as determined by the Committee as of the time the
                  loan is made in a uniform and nondiscriminatory manner, which
                  rate shall be commensurate with interest rates charged by
                  commercial lenders under similar circumstances. Until April 3,
                  1995, the interest rate shall be equal to 2 percent above the
                  prime rate of interest, as published by the Harris Trust and



                                      -49-
<PAGE>

                  Savings Bank, Chicago, Illinois, or such other bank as the
                  Committee may designate, as of the date of the loan. Effective
                  as of April 3, 1995, the interest rate shall be equal to 2
                  percent above the prime rate of interest, as published by the
                  Wall Street Journal, as of the first day of the month in which
                  the loan is granted. The interest rate shall remain unchanged
                  for the term of the loan. Effective April 3, 1995, a $50.00
                  processing fee shall be assessed upon the approval of each
                  loan. In addition, effective April 3, 1995, a $3.00 fee shall
                  be assessed against each loan for every quarter during which
                  that loan is outstanding. These fees shall be assessed to and
                  paid directly out of the Participant's or Inactive
                  Participant's Account.

         (e)      Payments. Payments of principal and interest shall be made by
                  approximately equal payments on a basis that would permit such
                  loan to be amortized over its term. Prepayment of the entire
                  amount of the Participant's or Inactive Participant's
                  outstanding loan amount may be made without penalty. Except
                  for such prepayments, loan payments shall be made by payroll
                  deductions.

         (f)      Default. If such Participant or Inactive Participant defaults
                  in the making of any payments on such loan when due and such
                  default continues for 90 days (six months, prior to February
                  1, 2002) thereafter, or in the event of such Participant's or
                  Inactive Participant's bankruptcy, impending bankruptcy,
                  insolvency, or impending insolvency, such loan shall be deemed
                  to be in default, the entire unpaid balance with accrued
                  interest shall become due and payable. The Trustee may pursue
                  collection of the debt by any means generally available to a
                  creditor where a promissory note is in default or, if the
                  Participant's or Inactive Participant's Account is then
                  distributable under Article VII, the Committee may direct the
                  Trustee to



                                      -50-
<PAGE>

                  apply the balance in the Participant's or Inactive
                  Participant's Account in satisfaction of the unpaid principal
                  and accrued interest.

         (g)      Loan Disbursement and Repayment. Loans shall be implemented by
                  means of a transfer of funds from the accounts comprising the
                  Participant's or Inactive Participant's Account to a loan fund
                  and by disbursement of the loan from such loan fund, except
                  that no amount may be transferred to the loan fund from a
                  Participant's or Inactive Participant's After-Tax Account or
                  his After-Tax Matching Contributions Account. Repayments of
                  principal and interest shall be credited to such loan fund and
                  shall be thereupon transferred to such account and to the
                  Investment Funds consistent with the Participant's or Inactive
                  Participant's current investment elections.

         (h)      Termination of Employment. A Former Participant shall have
                  ninety (90) days from the date on which he terminated
                  employment with the Employer in which to make arrangements to
                  continue payments on any outstanding loans, in accordance with
                  rules established by the Committee. If at any time following
                  termination, the Former Participant fails to make any required
                  payment on a loan for a period of 90 days, the loan shall be
                  deemed in default and the entire unpaid balance with accrued
                  interest shall become due and payable; provided, however,
                  that, with respect to Former Participants whose employment
                  with the Employer has been terminated by the Employer as a
                  result of a plant closing or other event which, in the sole
                  judgment of the Plan Administrator, is an unusual event, the
                  Plan Administrator may, in its discretion, elect not to
                  declare loans made to such Former Participants to be in
                  default after ninety (90) days, if no risk of loss of
                  principal or income would result to the Plan. The Plan
                  Administrator may grant such Former Participants a



                                      -51-
<PAGE>

                  reasonable period of time in which to cure any default, or
                  elect to defer collection proceedings against such Former
                  Participants, or take any other actions with respect to loans
                  made to such Former Participants which are reasonable and
                  prudent under the circumstances. This section 6.5(h) shall
                  affect only those loans granted on or after April 3, 1995.

         (i)      DCA Prior Plan Loans. Except as set forth in this section
                  6.5(i), loans made under the DCA Prior Plan shall be
                  administered in accordance with the DCA Prior Plan. Loans
                  under the DCA Prior Plan shall count towards the maximum
                  amount available for loan and number of loans allowed as set
                  forth in section 6.5(b).

         (j)      Motorola Plan Loans. Except as set forth in this section
                  6.5(j), loans made under the Motorola Plan shall be
                  administered in accordance with the Motorola Plan. Loans under
                  the Motorola Plan shall count towards the maximum amount
                  available for loan and number of loans allowed as set forth in
                  section 6.5(b).

         6.6 Spousal Consent to Withdrawals and Loans. No withdrawal may be made
by a married Member and no loan shall be granted to a married Member unless the
Member's spouse consents thereto in writing.

                            Article VII. Distribution

         7.1               Distribution at Normal Retirement Age. Upon
                           retirement of a Member after attaining Normal
                           Retirement Age (age 60), he shall be entitled to a
                           distribution of the full adjusted amount of his
                           Member's Account as of the Valuation Date coincident
                           with or next following the date of his retirement,
                           including any amounts allocated to his accounts after
                           such retirement. The amount payable under this
                           section 7.1 shall be



                                      -52-
<PAGE>

                           distributed by any of the methods specified below
                           elected by the distributee in accordance with
                           Committee rules:

                  (a)      Lump Sum. By immediate or deferred payment in one
                           lump sum.

                  (b)      Installments. If the value of the Member's Account is
                           more than $5,000, by substantially equal annual
                           installments over a period certain not exceeding the
                           joint and last survivor life expectancy of the Member
                           and a designated Beneficiary. The Member's Account
                           shall continue to share in the income of the
                           investment funds in which the Member has investments
                           until all amounts of the Member's Account are paid
                           out. The amount of the first installment on an annual
                           basis shall be a fraction of the Member's Account as
                           of the Valuation Date as of which the installment is
                           payable of which the numerator is one and the total
                           number of installments is the denominator. The amount
                           of each subsequent installment on an annual basis
                           shall be a fraction of the Member's Account as of the
                           date as of which the installment is payable of which
                           the numerator is one and the remaining number of
                           installments is the denominator.

                  (c)      Annuity Contract. If the value of the Member's
                           Account is more than $5,000, by purchase from a legal
                           reserve insurance company to be selected and approved
                           by the Committee of a nontransferable annuity
                           contract. The Member may choose any of the following
                           forms of annuities: a single life annuity for the
                           life of the Member, a Qualified Joint and Survivor
                           Annuity (as herein defined), a joint and 50%, 75% or
                           100% survivor annuity or a life-ten years certain
                           annuity. Notwithstanding the foregoing, if a married
                           Member elects an



                                      -53-
<PAGE>

                           annuity other than a Qualified Joint and Survivor
                           Annuity hereunder, the amount distributed will be
                           distributed by the purchase of a qualified Joint and
                           Survivor Annuity unless the Member elects to waive
                           the Qualified Joint and Survivor Annuity form of
                           benefit. The election to waive such form of benefit
                           shall not take effect unless (i) it is in writing,
                           (ii) the spouse of the Member consents in writing to
                           such election, (iii) such election indicates that the
                           Member alone is to receive the benefit or designates
                           a specific joint annuitant or Beneficiary and the
                           form of benefit payment, and (iv) the spouse's
                           consent acknowledges the effect of such election and
                           is witnessed by a Plan representative or notary
                           public. The recipient or Beneficiary designation and
                           form of benefit election may not be changed without
                           spousal consent, unless the change reinstates the
                           Qualified Joint and Survivor Annuity or the spouse's
                           consent expressly permits designations by the Member
                           without any requirements of further consent by the
                           spouse. Consent, if given, shall be irrevocable. If,
                           prior to the purchase of the annuity, the spouse dies
                           or the Member and the spouse become divorced, the
                           Member may change the joint annuitant, the
                           Beneficiary(ies) or form of benefit or both.
                           Notwithstanding this consent requirement, if the
                           Member establishes to the satisfaction of the
                           Committee that such written consent cannot be
                           obtained because there is no spouse or the spouse
                           cannot be located, the election to waive the
                           Qualified Joint and Survivor Annuity form of benefit
                           will take effect. Any consent necessary under this
                           provision (or establishment that the consent of a
                           spouse cannot be obtained) will be effective only
                           with respect



                                      -54-
<PAGE>
                           to the spouse who signs the consent, or in the event
                           the spouse cannot be located, the waiver will be
                           effective only with respect to such spouse.

                           A "Qualified Joint and Survivor Annuity" means a
                           reduced annuity for the life of the Member with a
                           survivor annuity for the life of his spouse which is
                           50%, 75% or 100%, as selected by the Member, and if
                           no selection is made, it will be 50%, of the amount
                           of the annuity payable during the joint lives of the
                           Member and his spouse, which is the actuarial
                           equivalent of a single annuity for the life of the
                           Member and which is amount of benefit which can be
                           purchased with Member's vested account balances. The
                           Committee shall no less than 30 days and no more than
                           90 days prior to the annuity starting date provide
                           each married Member who elects an annuity form of
                           benefit a written explanation of (1) the terms and
                           conditions of a Qualified Joint and Survivor Annuity,
                           (2) the Member's right to make and the effect of an
                           election to waive the Qualified Joint and Survivor
                           Annuity form of annuity, (3) the rights of the
                           Member's spouse, and (4) the right to make, and the
                           effect of, a revocation of a previous election to
                           waive the Qualified Joint and Survivor Annuity. The
                           annuity starting date for a distribution in a form
                           other than a Qualified Joint and Survivor Annuity may
                           be less than 30 days after receipt of the written
                           explanation described in the preceding sentence
                           provided (a) the Member has been provided with
                           information that clearly indicates that the Member
                           has at least 30 days to consider whether to waive the
                           Qualified Joint and Survivor Annuity and elect (with
                           spousal consent) a form of distribution other than a
                           Qualified Joint and



                                      -55-
<PAGE>
                           Survivor Annuity, (b) the Member is permitted to
                           revoke any affirmative distribution election at least
                           until the annuity starting date or, if later, at any
                           time prior to the expiration of the 7-day period that
                           begins the day after the explanation of the Qualified
                           Joint and Survivor Annuity is provided to the Member,
                           and (c) the annuity starting date is a date after the
                           date that the written explanation was provided to the
                           Member.

                  (d)      Combination. A combination of the methods in (b) and
                           (c).

                  If any Member entitled to receive or receiving distribution
                  under this Section 7.1 should die prior to receiving the full
                  distribution from the Trust fund to which he is entitled, any
                  unpaid balance thereof at the time of death shall be
                  distributed to the Member's Beneficiary by any of the methods
                  specified above as shall be determined and directed by the
                  Beneficiary.

                  Once payment of benefits has commenced, the decision of the
                  Member as to the mode of payment shall be final and the
                  Committee shall not be liable to the recipient (or to any
                  heir, Beneficiary, or representative of the Member, or of the
                  recipient, if other than the Member) for such decision,
                  notwithstanding the fact that another mode of payment would
                  have resulted in a greater benefit, because of variations in
                  the income and/or estate tax consequences applicable to the
                  alternative modes of payment, or for any other reason.

         7.2 Distribution Upon Disability. Upon incurring a Disability, a Member
shall be entitled to a distribution of the full adjusted amount of his Member's
Account as of the Valuation Date coincident with or next following such
termination of



                                      -56-
<PAGE>

employment, including any amounts allocated to his accounts after such Member's
termination due to Disability. Said distribution shall be made to the Member by
any of the methods specified in section 7.1.

If any Member entitled to receive or receiving distribution under the provisions
of this section 7.2 should die prior to receiving the full distribution from the
Trust Fund to which he is entitled, any unpaid balance thereof at the time of
death shall be distributed to the Member's Beneficiary by any of the methods
specified in section 7.1 as shall be determined and directed by the Beneficiary.

         7.3 Distribution Upon Termination of Employment Because of Death. Upon
the termination of a Member's employment because of death, his Beneficiary shall
be entitled to a distribution of the full adjusted amount of his Member's
Account as of the Valuation Date coincident with or next following his date of
death, including any amounts allocated to his accounts after the Member's death.
Said distribution shall be made to the Member's Beneficiary by any of the
methods specified in section 7.1 as shall be determined and directed by the
Beneficiary.

         7.4 Termination Benefit. Upon a Member's Termination of Employment for
any reason prior to his retirement, Disability, or death, as aforesaid, he shall
be entitled to a distribution of a termination benefit of an amount equal to the
sum of (a), (b), and (c) below, all determined as of the Valuation Date
coincident with or next following his Termination of Employment:

         (a)      The full adjusted amount of his After-Tax Account, his Pre-Tax
                  Contributions Account, and his Rollover Account, including any
                  amounts allocated to his accounts after the Member's
                  Termination of Employment.

         (b)      The full amount of the earnings and gains on his Deferred
                  Compensation Account, his Money Purchase Account, his
                  After-Tax and Pre-Tax Matching Contributions Accounts, and his
                  Supplemental Contributions



                                      -57-
<PAGE>

                  Accounts (collectively called the "Employer Accounts"),
                  including any earnings and gains allocated after the Member's
                  Termination of Employment.

         (c)      The full adjusted amount of his Employer contributions to his
                  Employer Accounts, including any amounts allocated to his
                  accounts after the Member's Termination of Employment,
                  multiplied by the vested percentage under the Vesting Table
                  below:

                                  Vesting Table
                        (Effective as of January 1, 1989)

<TABLE>
<CAPTION>
                                                    Vested and Nonforfeitable
                  Years of Vesting Service            Percentage of Account
                  ------------------------            ----------------------
<S>                                                 <C>
                  Less than 1 year                              0%
                  1 year but fewer than 2 years                20%
                  2 years but fewer than 3 years               40%
                  3 years but fewer than 4 years               60%
                  4 years but fewer than 5 years               80%
                  5 years or more                             100%
</TABLE>

A Transferred Participant who has an account balance under the Motorola Plan, as
of February 26, 1999, shall remain 100 percent vested in said account balance.
Amounts contributed to the Plan on or after February 26, 1999 shall become
vested in accordance with the Vesting Table set forth above.

A Participant, Inactive Participant or Beneficiary who has an account balance
under the DCA Prior Plan, as of March 31, 1998, shall remain 100% vested in said
account balance. Amounts contributed to the Plan on or after April 1, 1998 shall
become vested in accordance with the Vesting Table set forth above provided
however, that a Former DCA Employee, as defined herein, shall be 100% vested in
amounts credited to his Member's Account upon the date of his Termination of
Employment. A Former DCA Employee shall mean; (i) an employee of the corporate
office of Dynamics Corporation of America (DCA) whose employment was terminated
by the Employer because of the closing of the DCA corporate office; or (ii) an
employee of any DCA division or



                                      -58-
<PAGE>

subsidiary whose employment was terminated by the employer because of the sale
of substantially all of the assets of that DCA division or subsidiary.

Effective as of August 8, 1997, if a Member was an employee of one of the North
American Interconnect facilities of the Employer and was terminated from
employment by the Employer because of the sale of substantially all of the
assets of the North American Interconnect business, then the Member shall be
100% vested in the Member's Account upon his Termination of Employment.

Distribution of a termination benefit shall be made to the Member by any of the
methods specified in Section 7.1, except that if the value of his vested
Member's Account balance is $5,000 or less, distribution shall be made as an
immediate lump sum distribution as soon as administratively convenient after the
Member's Termination of Employment.

If a Former Participant dies after such Termination of Employment but prior to
receiving the full distribution from the Trust Fund to which he is entitled
under this section 7.4 as specified above, any unpaid balance thereof at the
time of death shall be distributed to his Beneficiary by any of the methods
specified in section 7.1 as shall be determined and directed by the Beneficiary.

The portions of the amounts credited to the Deferred Compensation Account, Money
Purchase Account, After-Tax and Pre-Tax Matching Contributions Accounts, and
Supplemental Contributions Account of such Former Participant that are not
distributable under this section 7.4 because he is not entitled to 100 percent
thereof as above provided shall be forfeited by him and shall be a forfeiture as
of the date of his Termination of Employment. Such forfeitures shall be valued
at the end of the month in which the Termination of Employment occurred and
shall be applied to reduce Employer Matching and Supplemental Contributions for
the next



                                      -59-
<PAGE>
succeeding month. If a terminated Participant is reemployed as an Employee
within 60 months after his employment terminates and repays to the Plan, within
such 60-month period, the full amount distributed under this section 7.4 except
for any After-Tax Account and Rollover Account amount, such forfeiture shall be
reinstated in his accounts. Any such forfeiture to be reinstated shall be
restored as soon as possible from other forfeitures next occurring during the
Plan Year in which he repays such amount, but to the extent such other
forfeitures are insufficient to make such restoration, the Employer shall make
an additional contribution to the Trust Fund.

         7.5 Commencement and Duration of Distributions. Generally,
distributions under sections 7.1 through 7.4 above shall be made or shall begin
as soon after the termination of a Member's employment as administratively
feasible, but commencement and duration of such distributions shall be subject
to the following provisions, which are consistent with the applicable provisions
of Treasury regulations 1.401(a)(9)-1 including the minimum distribution
incidental death benefit rule in 1.401(a)(9)-2:

         (a)      Effective as of January 1, 1997, unless a Member elects to
                  delay commencing a distribution of his Member's Account to a
                  subsequent Valuation Date, but not later than the April 1 of
                  the year following the later of the calendar year in which he
                  attains age 70-1/2 or, in the case of a Member who is not a 5%
                  Owner as defined in Code Section 416, retires from employment
                  with the Employer, his Member's Account shall commence to be
                  distributed not later than 60 days after the last day of the
                  Plan Year in which the later of the following events occurs:
                  (1) his sixty-fifth birthday or (2) his Termination of
                  Employment. Once a Member elects a delayed lump sum
                  distribution commencement date, he may not extend that date.
                  Any distribution which cannot be reasonably ascertained and
                  made by such required date



                                      -60-
<PAGE>

                  shall be made as soon as administratively possible thereafter,
                  retroactive to such required date.

         (b)      If a Member whose distributable benefit is more than $5,000
                  fails to elect an immediate distribution, his Member's Account
                  balance shall continue to be adjusted as provided in section
                  5.7 and shall not be distributed until the earlier of (1) the
                  date the Member applies for a distribution under section 7.7
                  or (2) his sixty-fifth birthday.

         (c)      When any installment distribution under this Article VII
                  commences to the Member as provided in subsection (a) above,
                  it shall be distributed over a period not extending beyond the
                  Member's then life expectancy, or over the then joint life
                  expectancies of the Member and his designated Beneficiary.

         (d)      When any installment distribution under this Article VII
                  commences on account of a Member's death to a Member's
                  designated Beneficiary, it shall be distributed over a period
                  not extending beyond the then life expectancy of such
                  designated Beneficiary.

         (e)      If a Member shall die before his Member's Account shall be
                  distributed to him, and if his Beneficiary dies before the
                  Member's Account is fully distributed to such Member and his
                  Beneficiary, the entire Member's Account, or remaining portion
                  thereof, shall be distributed within five years after the
                  later of the death of the Member or the death of his
                  Beneficiary.

         7.6 Interest on Plan Payments. The Committee shall establish a
procedure for crediting a Member's payments with interest, determined consistent
with short-term, money market interest rates, from the Valuation Date applicable
to his payment to the actual payment date.

         7.7 Deferred Payments. In the event that any portion of a Member's
Account is deferred for future distribution as provided



                                      -61-
<PAGE>

herein, the deferred portion shall continue to be adjusted on each Valuation
Date to reflect the current value of the Trust Fund until the final Valuation
Date applicable to his distribution.

         7.8 Acceleration of Installment Payments. If the amount credited to the
account of a Former Participant is being paid to him or his Beneficiary in
installments, upon request of the Former Participant or Beneficiary, the amount
then credited to the account of the Former Participant shall be distributed in a
single lump sum payment in accordance with Committee rules.

         7.9 Application for Distribution. Each person eligible to receive a
distribution under the Plan shall furnish the Committee with such documents,
evidence, data, or information in support of his eligibility as the Committee
considers necessary or desirable. If the distributable benefit is more than
$5,000, then no such distribution shall begin unless and until the distributee
has made a claim to the Committee for his benefit, has requested the desired
method of distribution, and has furnished such documents, including but not
limited to written spousal consent, receipts, and other information as the
Committee may deem necessary or desirable in order to assure that proper
distribution is made.

         7.10 Option for Company Stock Distribution. Upon any lump sum
distribution under this Article VII following a Member's Termination of
Employment or attainment of age 59 1/2, any Member may elect that his account
balances invested in the CTS Corporation Common Stock Fund be distributed either
in cash or in shares of Company Stock (with cash in lieu of any fractional
share).

         7.11 Direct Rollover Option. If the distributee of any Eligible
Rollover Distribution from the Plan elects to have such distribution paid
directly to an Eligible Retirement Plan, and



                                      -62-
<PAGE>

specifies the Eligible Retirement Plan to which such distribution is to be paid,
in such form and at such time as the Plan Administrator shall prescribe, then
such distribution shall be made in the form of a direct-trustee-to-trustee
transfer to the Eligible Retirement Plan so specified.

         7.12 Effect of Reemployment. In the event a Former Participant is
reemployed by the Employer before a lump sum distribution has been made to such
person or after an installment distribution has been commenced to such person
under section 7.1, further distribution of the Member's Account shall be
suspended, and the undistributed balance of the Member's Account shall continue
to be held in the Trust until the Member's employment again terminates.

                    Article VIII. Designation of Beneficiary

         8.1 Designation of Beneficiary. Upon commencement of participation in
the Plan, each Member shall complete, sign, and file a designation of
Beneficiary on a form to be provided by the Employer, a true copy of which shall
be filed with the Committee. On said form, the Member shall designate a
Beneficiary or Beneficiaries, which may be an individual, the Member's estate,
or a trust to whom shall be paid any sum which may be payable on account of the
Member's death (reserving, however, to the Member the power to change the
designation of Beneficiary from time to time). In no event shall the Employer be
named as a Beneficiary.

No Beneficiary designation shall be effective under the Plan unless the
Participant's spouse consents in writing to such designation, the spouse's
consent acknowledges the effect of such designation, and the spouse's signature
is witnessed by a plan representative or a notary public. Consequently, any
Beneficiary designation previously made by a Member shall be automatically
revoked upon the marriage or remarriage of a Member. A spouse's consent shall be
valid under this Plan only with respect to the



                                      -63-
<PAGE>

specified Beneficiary or Beneficiaries designated by the Member. If the
Beneficiary or Beneficiaries are subsequently changed by the Member, a new
consent by the spouse will be required. A Beneficiary designation may not be
changed without spousal consent unless the consent of the spouse expressly
permits designation by the Member without any requirement of further consent.
The spouse's consent to any Beneficiary designation made by a Member pursuant to
this Plan, once given, may not be revoked by the Spouse. Notwithstanding the
foregoing, spousal consent to a Member's Beneficiary designation shall not be
required if--

         (a)      the spouse is designated as the sole primary Beneficiary by
                  the Member, or

         (b)      it is established to the satisfaction of the Committee that
                  spousal consent cannot be obtained because there is no spouse,
                  because the spouse cannot be located, or because of such other
                  circumstances as may be prescribed in regulations issued by
                  the Secretary of the Treasury.

Any consent by a spouse or any determination that the consent is not required
pursuant to subsections (a) and (b) above shall be effective only with respect
to such spouse.

         8.2 Beneficiaries if no Participant Designation. If a Member shall fail
to designate validly a Beneficiary, or if no designated Beneficiary survives the
Member, the following designated persons shall be the Beneficiaries in the order
named: (a) the Member's spouse, if living; (b) the Member's issue, if any, per
stirpes; (c) the Member's parents, if both are living, in equal shares or, if
but one is living, to such survivor; (d) the Member's heirs at law in the
proportion determined by the laws of intestate succession for personal property
in effect in the State of Indiana at the time of the Member's death; or (e)
otherwise, to the estate of the Member. In no event shall the Employer become a
Beneficiary.



                                      -64-
<PAGE>

         8.3 Designation Under a Prior Plan or DCA Prior Plan. If a Member who
formerly participated in a Prior Plan, DCA Prior Plan or Motorola Plan is
participating in Pre-Tax Contributions and Matching Contributions under the
Plan, effective as of May 1, 1992 April 1, 1998, and February 26, 1999,
respectively, any Beneficiary designation made under the Plan shall supersede
and replace any beneficiary designation previously made under the Prior Plan,
DCA Prior Plan or Motorola Plan as to distribution of accounts from the Prior
Plan, DCA Prior Plan or Motorola Plan.

                              Article IX. Financing

         9.1 Trust Agreement. The Company has entered into a Trust Agreement
with the Trustee to establish the Trust, and any and all rights and benefits
which may accrue to any Member or Beneficiary under the Plan shall be subject to
all of the terms and provisions of the Trust Agreement. Any Trust Agreement is
designated as, and shall constitute, a part of this Plan, and all rights that
may accrue to any person under this Plan shall be subject to all the terms and
provisions of the Trust Agreement. The Employers shall make payments of
Contributions to such Trust and payments under the Plan shall be made therefrom.
The Company may modify any Trust Agreement or remove any Trustee at any time.

         9.2 Exclusive Benefit of Members. It is hereby declared to be the
Company's intention that this Plan shall be maintained for the exclusive benefit
of Members and their Beneficiaries and is intended to be a qualified plan under
the provisions of the Code and the Act. In no event shall the Employer have any
right, claim, or beneficial or reversionary interest in any Trust asset, and the
Trustee shall make no payment or other distribution to the Employer, except as
provided in section 9.3. Nothing contained in the Plan or Trust shall be
construed to impair the Company's right to see to the proper administration of
the Trust in accordance with Plan provisions.



                                      -65-
<PAGE>

         9.3 Nonreversion. No Employer shall have any right, title, or interest
in the contributions made by it under the Plan and no part of the Trust Fund
shall revert to it or for its benefit, except that--

         (a)      Employer contributions hereunder are expressly conditioned
                  upon initial qualification of the Plan as to the Employer. In
                  the event that the Internal Revenue Service initially
                  determines that the Plan does not constitute a qualified plan
                  meeting the requirements of Code section 401(a) with respect
                  to any Employer's initial adoption of the Plan, then the Plan
                  shall be null and void from the date the Plan is first
                  effective with respect to such Employer, and any funds in the
                  Trust Fund at the time of such unfavorable determination which
                  have been contributed on behalf of Members of that Employer
                  shall be returned to that Employer within one year after the
                  date of such denial of qualification unless the Plan is
                  amended and a favorable determination obtained;

         (b)      Employer contributions hereunder are expressly conditioned
                  upon deductibility of contributions under Code section 404,
                  and if any part or all of a contribution is disallowed as a
                  deduction under Code section 404 with respect to any Employer,
                  then to the extent a contribution is disallowed as a
                  deduction, it may be returned to that Employer within one year
                  after the disallowance; and

         (c)      If a contribution is made to the Trust on behalf of any Member
                  or Members of any Employer by a mistake of fact, then such
                  contribution shall be returned to that Employer within one
                  year after the payment of the contribution.

Any contributions returned hereunder shall not include any investment earnings
thereon, but shall be net of any investment



                                      -66-
<PAGE>

losses thereon. Any Pre-Tax Contributions returned to an Employer pursuant to
this section 9.3 shall be paid over to the Member or Members on whose behalf
such contributions were made as soon as practicable after receipt thereof by the
Employer.

         9.4 Payment of Expenses. The Company may pay the administrative
expenses of the Plan, including legal, accounting, and actuarial fees and fees
and expenses of the Trustee, but if such fees and expenses are not paid by the
Company, they shall be paid out of the Trust. Such expenses shall include any
expenses incident to the functioning of the Plan, including, but not limited to,
fees of the actuary, accountants, counsel, and other specialists and other costs
of administering the Plan.

         9.5 Absence of Guaranty. Each Member (and Beneficiary) assumes all risk
connected with any decrease in the market value of any assets held under the
Plan. Neither the Committee nor the Employer in any way guarantees the Trust
from loss or depreciation or the payment of any amount that may be or become due
to any person from the Trust. The Trust shall be the sole source of
distributions to be made under this Plan, and any persons having any claim under
the Plan and Trust shall look solely to the assets of the Trust for
satisfaction.

                            Article X. Administration

    10.1 Appointment. The CTS Corporation Employee Benefits Committee shall
serve as the Administrative Committee and shall perform the duties given to the
Committee under the Plan. The Committee is designated as the administrator of
the Plan and its members are "named fiduciaries" under section 402(a) of the
Act.

The Committee shall be appointed by the Chief Executive Officer of the Company.
The Committee shall be composed of as many members as the Chief Executive
Officer may appoint from time to time, but not fewer than three members, and
shall hold office at



                                      -67-
<PAGE>

the pleasure of the Chief Executive Officer. Any member of the Committee may
resign by delivering to the Secretary of the Company a written resignation
addressed to the Chief Executive Officer. Vacancies in the Committee arising by
resignation, death, removal, or otherwise, shall be filled by the Chief
Executive Officer.

    10.2 Agents. The Committee may authorize one or more of its members or any
agent to execute or deliver any instrument on behalf of the Committee, including
directions to the Trustee as to the disbursement of the Trust Fund.

    10.3 Records. The Committee shall keep all records appropriate for the
performance of its powers and duties under the Plan and may keep appropriate
written records of its meetings.

    10.4 Powers. The Committee shall have full power and authority to do each
and every act and thing which it is specifically required or permitted to do
under the provisions of the Plan and in addition thereto shall have the
exclusive right and discretionary authority to exercise the following powers and
duties in connection with the administration of the Plan:

         (a)      to adopt from time to time such bylaws, procedures, and forms
                  as the Committee considers appropriate in the operation and
                  administration of the Plan;

         (b)      in its discretion, to establish rules and procedures needed
                  for its administration of the Plan and the transaction of Plan
                  business;

         (c)      to have the exclusive right, in its discretion, to make any
                  finding of fact necessary or appropriate for any purpose under
                  the Plan, including but not limited to the determination of
                  the eligibility for and the amount of any benefit payable
                  under the Plan;

         (d)      in its discretion, to interpret the terms and provisions of
                  the Plan and to determine any and all



                                      -68-
<PAGE>

                  questions arising under the Plan or in connection with the
                  administration thereof, including, without limitation, the
                  right to remedy or resolve possible ambiguities,
                  inconsistencies, or omissions, by general rule or particular
                  decision;

         (e)      to direct the Trustee as to the distribution of benefits and
                  as to the payment of other amounts payable from the Trust in
                  accordance with the provisions of the Plan;

         (f)      to receive information and review copies of all records of
                  Participant Contributions and Employer Contributions and Trust
                  accountings;

         (g)      to pay all reasonable and necessary expenses of the Plan from
                  the assets of the Trust under section 9.4 to the extent that
                  they are not paid by the Employer;

         (h)      to exercise general administration of the Plan except to the
                  extent responsibilities are expressly conferred on others;

         (i)      to be the designated agent of the Plan for the service of
                  legal process, or to designate the Employer or some other
                  individual to be the designated agent for the service of legal
                  process;

         (j)      to establish a funding policy and communicate this policy to
                  the Trustee;

         (k)      to approve or deny claims for Plan benefits made by Members
                  and Beneficiaries in accordance with section 10.11;

         (l)      to review appeals made by Members or Beneficiaries
                  ("claimants") who have had their claims for benefits under the
                  Plan denied in whole or in part in accordance with sections
                  10.12-10.14;

         (m)      in determining whether claimants are entitled to benefits
                  under this Plan or in accordance with subsections (k) and (l)
                  above, the Committee shall rely first, on official Employer
                  records; second, on questionnaires completed by Members if
                  such questionnaires



                                      -69-
<PAGE>

                  are provided to Members by the Committee; and third, on such
                  other proof as appears appropriate to the Committee in a given
                  case. However, in resolving disputes which arise as to facts
                  which must be established in reaching said decisions, the
                  Committee shall rely on the source or sources which it
                  considers to provide the best evidence of the facts in
                  question;

         (n)      to employ a qualified investment manager or managers to manage
                  all or part of the Plan assets if that is deemed by the
                  Committee to be in the interests of the Plan's Members and
                  Beneficiaries; and

         (o)      to allocate fiduciary duties and responsibilities (other than
                  Trustee responsibilities) among members of the Committee or
                  other named fiduciaries appointed by the Committee to act in
                  such capacity and to designate persons other than named
                  fiduciaries to carry out fiduciary responsibilities (other
                  than Trustee responsibilities) under the Plan to the extent
                  that it is deemed advisable by the Committee. For purposes of
                  this subsection, Trustee responsibility shall mean any
                  responsibility provided in the Trust to manage or control the
                  assets of the Plan, other than power of the Committee to
                  appoint an investment manager in accordance with section
                  402(c)(3) of the Act. Before the Committee delegates any
                  duties or responsibilities as provided herein, it must first
                  obtain approval for such delegation from the Board of
                  Directors. The Committee shall periodically review the
                  performance of any person to whom it has delegated such
                  responsibilities. It is intended under this Plan that each
                  fiduciary shall be responsible for the proper exercise of its
                  own powers, duties, responsibilities, and obligations under
                  the Plan and shall not be responsible for any act or failure
                  to act of another fiduciary.



                                      -70-
<PAGE>

All findings of fact, determinations, interpretations, and decisions of the
Committee shall be conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan and shall be given the maximum
possible deference allowed by law.

         10.5 Compensation. No member of the Committee shall receive any
compensation from the Plan or Trust for his services as such.

         10.6 Indemnification. The Company shall indemnify each member of the
Committee and each other Employee acting at the direction of the Committee in
the administration of the Plan against any and all claims, loss, damages,
expenses (including counsel fees approved by the Committee), and liability
(including any amounts paid in settlement with the Committee's approval) arising
from any loss or damage or depreciation which may result in connection with the
execution of his duties or the exercise of his discretion or from any other
action or failure to act hereunder, except when the same is judicially
determined to be due to the gross negligence or willful misconduct of such
person.

         10.7 Settlement of Claims. The Committee shall have the power to
accept, compromise, arbitrate, or otherwise settle any obligations, liability,
or claim, but it shall not be obligated to do so unless, in its sole judgment,
it is in the interest of the Plan or Trust to do so.

         10.8 Discretionary Powers. Whenever in the Plan or Trust discretionary
powers are given to the Committee, it shall have absolute discretion and its
decision shall be binding upon all persons affected thereby. The Committee shall
exercise its discretion in a nondiscriminatory manner.

         10.9 Employment of Professionals and Assistants. The Committee shall
have the power --



                                      -71-
<PAGE>

         (a)      to secure such legal, medical, and actuarial advice or
                  assistance as it deems necessary or desirable in carrying out
                  the provisions of the Plan; and

         (b)      to appoint or employ such other advisors or assistants as it
                  deems necessary or desirable to carry out its duties.

The Committee shall have full discretion to employ any person or firm that it
deems qualified to supply any of the required services set forth above;
provided, however, that the person or firm so employed shall be independent of
the control of the Employer, and where required, shall have all necessary
licenses to practice their profession.

         10.10 Bond. The Committee shall obtain a bond in accordance with
section 412 of the Act that shall cover every fiduciary of the Plan and every
person who handles funds or other property of the Plan ("plan official"). Said
bond will insure the Plan against loss by reason of acts of fraud or dishonesty
on the part of every fiduciary and plan official, directly or through connivance
with others.

         10.11 Claim for Benefits. A Member or Beneficiary may make a claim for
Plan benefits, if such process has not been initiated by the Committee, by
filing a written request with the Committee on a form to be furnished to him for
such purpose. The Member or Beneficiary shall also furnish such additional
information as may be reasonably necessary to establish a right to a benefit
under the Plan.

         10.12 Denial of Benefits. If a claim for benefits is wholly or
partially denied, the Committee shall furnish to the claimant a notice of the
decision, meeting the requirements of section 10.13, within 90 days after
receipt of the claim by the Plan. If special circumstances require more than 90
days to process the claim, this period may be extended for up to an additional
90



                                      -72-
<PAGE>

days by giving written notice to the claimant before the end of the initial
90-day period, stating the special circumstances requiring the extension and the
date by which a decision is expected. Failure to provide a notice of decision in
the time specified shall constitute a denial of the claim, and the claimant
shall be entitled to require a review of the denial under the review procedures
specified in section 10.13.

         10.13 Notice and Claimant Review. The notice to be provided to every
claimant who is denied a claim for benefits under section 10.12 shall be in
writing and shall set forth in a manner calculated to be understood by the
claimant, the following:

         (a)      the specific reason or reasons for the denial;

         (b)      specific reference to pertinent Plan provisions on which the
                  denial is based;

         (c)      a description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such material or information is necessary;
                  and

         (d)      an explanation of the Plan's claim review procedure describing
                  the steps to be taken by a claimant who wishes to submit a
                  claim for review.

The purpose of the review procedure set forth in this section 10.13 and in
section 10.14 is to provide a procedure by which a claimant may have a
reasonable opportunity to appeal a denial of a claim to the Committee for a full
and fair review. To accomplish that purpose, the claimant or his duly authorized
representative may request a review upon written application to the Committee,
may review pertinent plan documents, and may submit issues and comments in
writing. A claimant (or his duly authorized representative) shall request a
review by filing a written application for review with the Committee at any time
within 60 days after receipt by the claimant of written notice of the denial of
his claim.



                                      -73-
<PAGE>

         10.14 Decision on Review. The decision on review of a denied claim
shall be made in the following manner:

         (a)      The decision on review shall be made by the Committee, which
                  may hold a hearing on the denied claim. The Committee shall
                  make its decision promptly, which shall ordinarily be not
                  later than 60 days after the Plan's receipt of the request for
                  review, unless special circumstances (such as the need to hold
                  a hearing) require an extension of time for processing. In
                  that case, a decision shall be rendered as soon as possible,
                  but no later than 120 days after receipt of the request for
                  review. If an extension of time is required due to special
                  circumstances, written notice of the extension shall be
                  furnished to the claimant prior to the time the extension
                  commences.

         (b)      The decision or review shall be in writing and shall include
                  specific reasons for the decision, written in a manner
                  calculated to be understood by the claimant, and specific
                  references to the pertinent Plan provisions on which the
                  decision is based.

         (c)      In the event the decision on review is not furnished to the
                  claimant with the time required, the claim shall be deemed
                  denied on review.





                                      -74-
<PAGE>



         10.15 Supplemental Claims Procedures for Disability Benefits.

         (a)      Effective for all claims filed on or after January 1, 2002, in
                  the case of a claim for disability benefits, the Committee
                  shall notify the claimant of the approval or the denial of the
                  claim within forty-five (45) days after the receipt of such
                  claim unless, due to circumstances beyond the control of the
                  Committee, an extension of time for processing the claim is
                  required. If the Committee needs such an extension, the
                  Committee shall furnish a written notice to the claimant that
                  the review period will be extended by thirty (30) days before
                  the end of the initial forty-five (45) day period. If, prior
                  to the end of the first extension period, the Committee
                  determines that circumstances beyond the control of the Plan
                  prevent a decision from being rendered within that extension
                  period, the period for making the determination may be
                  extended for an additional thirty (30) days, provided that the
                  Committee notifies the claimant prior to the end of the first
                  extension period.

                  In the case of either extension under this section 10.15(a),
                  the written notice shall specify the special circumstances
                  requiring an extension and the date by which the Committee
                  expects to reach a final decision. The date by which a
                  decision is expected to be rendered shall not be later than
                  (1) seventy-five (75) days after the date on which the claim
                  was filed in the case of the first extension, or (2) one
                  hundred and five (105) days after the date on which the claim
                  was filed in the case of the second extension. The notice of
                  extension shall specifically explain (1) the standards on
                  which entitlement to a benefit is based, (2) the unresolved
                  issues that prevent a final decision from being rendered on
                  the claim, (3) the additional information needed to resolve
                  those issues, and (4) that the claimant shall be afforded
                  forty-five (45)



                                      -75-
<PAGE>

                  days within which to provide the specified information. If the
                  claimant must provide additional information to allow the
                  Committee to make a decision on the claim, the review period
                  shall be tolled until such information is provided

In addition to the requirements for a notice of denial of benefits specified in
section 10.13, a notice of denial of disability benefits shall contain the
following:

               (1)   If an internal rule, guideline, protocol, or other similar
                     criterion was relied upon in making the adverse
                     determination, either the specific rule, guideline,
                     protocol, or other similar criterion; or a statement that
                     such a rule, guideline, protocol, or other similar
                     criterion was relied upon in making the adverse
                     determination and that a copy of such rule, guideline,
                     protocol or other criterion will be provided free of charge
                     to the claimant upon request; or

               (2)   If the adverse determination is based on a medical
                     necessity or experimental treatment or similar exclusion or
                     limit, either an explanation of the scientific or clinical
                     judgment for the determination, applying the terms of the
                     Plan to the claimant's medical circumstances, or a
                     statement that such explanation will be provided free of
                     charge upon request.


         (b)      Effective for all claims filed on or after January 1, 2002, if
                  a claim for disability benefits is denied, in whole or in
                  part, the claimant shall have the right to request that the
                  Committee review the denial, provided that he files a written
                  request for review with the Committee within one hundred
                  eighty (180) days after



                                      -76-
<PAGE>

                  the date on which he received written notification of the
                  denial.

                  In addition to the requirements for a review of a denial of a
                  claim specified in section 10.13, a review of a denial of a
                  claim for disability benefits shall not afford deference to
                  the initial adverse benefit determination and shall be
                  conducted by an appropriate named fiduciary of the Plan who is
                  neither the individual who made the adverse benefit
                  determination that is the subject of the review, nor a
                  subordinate of such individual.

                  In reviewing an adverse determination of a claim for
                  disability benefits, that is based in whole or in part on a
                  medical judgment, the Committee shall consult with a health
                  care professional who has appropriate experience in the field
                  of medicine involved in the medical judgment. The health care
                  professional engaged for purposes of this consultation shall
                  be an individual who is neither an individual who was
                  consulted in connection with the initial adverse benefit
                  determination that is the subject of the review, nor a
                  subordinate of any such individual. In addition, the Committee
                  shall provide the identification of medical or vocational
                  experts whose advice was obtained on behalf of the Plan in
                  connection with the claimant's adverse benefit determination,
                  without regard to whether the advice was relied upon in making
                  the benefit determination.

                  Within forty-five (45) days after a request for review is
                  received, the review shall be made and the Plan Administrator
                  shall advise the claimant in writing of the decision on
                  review, unless special circumstances require an extension of
                  time for processing the review.



                                      -77-
<PAGE>
                  If the Committee needs such an extension, the Committee shall
                  furnish a written notice to the claimant before the
                  termination of the initial forty-five (45) day period. The
                  written notice shall specify the reasons for the extension and
                  when the review shall be completed (provided that such review
                  shall be completed within ninety (90) days after the date on
                  which the request for review was filed). The decision on
                  review shall be forwarded to the claimant in writing and shall
                  include specific reasons for the decision and references to
                  Plan provisions upon which the decision is based. A decision
                  on review shall be final and binding on all persons for all
                  purposes. If a claimant shall fail to file a request for
                  review according to the procedures herein outlined, such
                  claimant shall have no rights to review and shall have no
                  right to bring action in any court, and the denial of the
                  claim shall become final and binding on all persons for all
                  purposes.

                      Article XI. Miscellaneous Provisions

         11.1 Incompetence. Every person receiving or claiming benefits under
the Plan shall be conclusively presumed to be mentally competent until the date
on which the Committee receives a written notice, in a form and manner
acceptable to the Committee, that such person is incompetent and that a
guardian, conservator, or other person legally vested with the care of such
person's person or estate has been appointed; provided, however, that if the
Committee shall find that any person to whom a benefit is payable under the Plan
is unable to care for his affairs because of incompetency, any payment due
(unless a prior claim therefor shall have been made by a duly appointed legal
representative) may be paid to the spouse, a child, a parent, a brother or
sister, or to any person or institution deemed by the Committee to have incurred
expense for such person otherwise entitled to



                                      -78-
<PAGE>

payment. Any such payment so made shall be a complete discharge of liability
therefor under the Plan.

In the event a guardian or conservator of the estate of any person receiving or
claiming benefits under the Plan shall be appointed by a court of competent
jurisdiction, distributions hereunder may be made to such guardian or
conservator provided that proper proof of appointment and continuing
qualification is furnished in a form and manner acceptable to the Committee. Any
such payment so made shall be a complete discharge of any liability therefor
under the Plan, to the extent permitted by law.

         11.2 Nonalienation. No benefit payable at any time under the Plan shall
be subject in any manner to alienation, sale, transfer, assignment, pledge,
attachment, garnishment, or encumbrance of any kind, and shall not be subject to
or reached by any legal or equitable process (including execution, garnishment,
attachment, pledge, or bankruptcy) in satisfaction of any debt, liability or
obligation, prior to receipt. Any attempt to alienate, sell, transfer, assign,
pledge, or otherwise encumber any such benefit, whether presently or thereafter
payable, shall be void. The Trust Fund shall not in any manner be liable for or
subject to the debts or liabilities of any Employee, Participant, or Inactive
Participant or other person entitled to receive benefits hereunder.

Notwithstanding the foregoing provisions, the Committee shall direct the Trustee
or insurer to make all payments required (a) by a Federal tax levy made pursuant
to section 6331 of the Code, (b) as an offset of a Participant's benefits
against an amount that the Participant is ordered or required to pay to the Plan
to the extent permitted under Section 401(a)(13)(C) of the Code (relating to
certain fiduciary breaches or criminal convictions of the Participant with
respect to the Plan), or (c) by a qualified domestic relations order ("QDRO")
within the meaning of Code section 414(p). The Committee shall establish
reasonable



                                      -79-
<PAGE>

procedures to determine the qualified status of domestic relations orders and to
administer distributions under such orders. In no event shall a domestic
relations order be treated as a QDRO if it requires the Plan to make payments
prior to the date that a Member attains the "Earliest Retirement Age" under the
Plan. Nevertheless, the Plan may make a distribution to an alternate payee prior
to the date the Member attains the Earliest Retirement Age if (a) the
distribution is made as if the Participant had retired on the date on which the
distribution is to be made under such order (but taking into consideration only
the value of the Member's Account at the time of the distribution) or (b) the
QDRO provides that the Plan and the alternate payee may agree in writing to an
earlier distribution, and the distribution is made pursuant to such a written
agreement. "Earliest retirement age" means the earliest date on which the Member
could begin receiving benefits under the Plan upon Termination of Employment.

         11.3 Right to Terminate Employment. The adoption and maintenance of the
Plan and Trust shall not be deemed to be a contract between the Employer and any
of its Employees. Nothing herein contained shall be deemed to give to any
Employee the right to be retained in the employ of the Employer or to interfere
with the right of the Employer to discharge any Employee at any time, nor shall
it be deemed to give the Employer the right to require any Employee to remain in
its employ, nor shall it interfere with the Employee's right to terminate his
employment at any time.

         11.4 Notice of Address. Each person entitled to benefits from the Trust
must file with the Employer, in writing, such person's post office address and
each change of post office address. Any communication, statement, or notice
addressed to such a person at the latest reported post office address will be
binding upon such person for all purposes of the Plan and neither



                                      -80-
<PAGE>

the Committee nor the Company nor the Trustee shall be obliged to search for or
ascertain such person's whereabouts.

         11.5 Unclaimed Payments. If a Member or Beneficiary fails to apprise
the Committee of changes in his address, and the Committee is unable to
communicate with the Member or Beneficiary at the address last recorded by the
Committee within two years after any benefit becomes due and payable from the
Plan to any Member or Beneficiary, the Committee may mail a notice by certified
mail, return receipt requested to his last known address outlining the following
action to be taken unless he makes written reply to the Committee within 60 days
from the mailing of such notice: The Committee may direct that the Member's
adjusted account balance at the end of such two-year period shall be forfeited
and all liability for the payment thereof shall terminate; provided, however,
that in the event of the subsequent reappearance of the Member or Beneficiary
prior to termination of the Plan, the amount forfeited shall be reinstated
without past adjustments. Any amounts forfeited under this section 11.5 shall be
applied to reduce future Employer Contributions.

         11.6 Notices. Any notice required or permitted to be given hereunder to
a Member or Beneficiary will be properly given if delivered or mailed, postage
prepaid, to the Member or Beneficiary at the last post office address as shown
on the Employer's records. Any notice to the Committee or the Company shall be
properly given or filed if delivered or mailed, postage prepaid, to the
Committee or the Company, as the case may be, at such address as may be
specified from time to time by the Committee. Any notice required hereunder may
be waived by the person entitled thereto.

         11.7 Action by Company. Any action required or permitted to be taken
hereunder by the Company or the Board of Directors shall be taken by the Board
of Directors, or by any committee of the



                                      -81-
<PAGE>

Board of Directors, or by any officer of the Company, or by any person or
persons authorized by them.

         11.8 Effect of Mistake. In the event of any mistake or misstatement
with respect to the eligibility, Compensation, Contributions, service, or
participation of a Member or Beneficiary, or the amount of any distribution made
or to be made to a Member or Beneficiary, the Committee shall, to the extent
they deem it appropriate, cause to be allocated from future Contributions, or
cause to be withheld or accelerated, or otherwise adjust, such amounts as will
in its judgment accord to such Member or Beneficiary the credits to the Member's
Account or the distributions to which he is entitled under the Plan.

         11.9 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 said illegal or invalid provision had never been inserted, and the Company
shall have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.

         11.10 Counterparts. This Plan has been established by the Company and
may be executed in any number of counterparts, each of which shall be considered
as the original, and no requirements to produce another counterpart shall exist.

         11.11 Plan Binding on Successors. This Plan shall be binding upon all
persons entitled to benefits hereunder, their respective heirs, next-of-kin and
legal representatives, and upon the Company, its successors and assigns.

         11.12 Applicable Law. The Plan and all rights hereunder shall be
governed, construed, and administered in accordance with the laws of the State
of Indiana and of the United States of



                                      -82-
<PAGE>

America, and all provisions hereof shall be administered according to the laws
of said state to the extent such law is not superseded pursuant to the
provisions of section 514 of the Act. The Trust and all rights thereunder shall
be governed, construed, and administered in accordance with the laws of the
state where the Trustee thereunder is located.

                     Article XII. Amendment and Termination

         12.1 Amendments. The Company expects the Plan to be permanent, but
since conditions affecting it cannot be anticipated or foreseen, the Company
must necessarily and hereby does reserve the right to modify, amend, or
terminate the Plan at any time. The Company may make any modifications or
amendments, additions, or deletions in this Plan, as to benefits or otherwise,
retroactively if necessary or appropriate, which it deems appropriate in order
to qualify this Plan and to keep it qualified under the Act and Code section
401(a) and to have the Trust declared exempt and keep it exempt from taxation
under Code section 501(a). Except to the extent necessary to comply with
applicable laws and regulations, no such amendment shall operate either directly
or indirectly to deprive any Member or Beneficiary of a nonforfeitable
beneficial interest as it is constituted at the time of amendment.

         12.2 Provision Against Diversion. No part of the assets of the Trust
shall, by reason of any modification or amendment or otherwise, be used for, or
diverted to, purposes other than for the exclusive benefit of Members or their
Beneficiaries under the Plan and administrative expenses to the Plan prior to
the satisfaction of all liabilities to such Members and their Beneficiaries for
distributions hereunder and such expenses, except as provided in section 9.3.

         12.3 Termination. The Company reserves the right to terminate the Plan
and Trust as to its Employees by giving writ-



                                      -83-
<PAGE>

ten notice to that effect to the Committee and the Trustee on or before the
close of any Plan Year, in which event its Participants' Pre-Tax Contributions
shall be discontinued as of such date. In the event that an Employer shall be
judicially declared bankrupt or insolvent or shall be dissolved, merged,
consolidated, or reorganized, or sell substantially all of its assets, the Plan
and Trust shall terminate with respect to the Employees of such Employer unless,
in the case of any such merger, consolidation, reorganization, or sale,
provision is made for the appropriate assets of the Trust to be transferred to
the credit of such Employees in a trust established by said Employer's
successor. Upon the termination of the Plan and Trust, in whole or in part, or
upon complete discontinuance of Employer contributions hereunder, each affected
Participant shall become an Inactive Participant, and each person's Member's
Account, as adjusted as of the termination date as if it were a Valuation Date,
shall be 100 percent vested and nonforfeitable. In such event, the Committee may
hold, administer, and distribute the Plan assets held under the Trust on the
same terms and conditions and with the same powers, authorities, and immunities
set forth in the Plan and Trust, as if there had been no termination.
Alternatively, the Committee may direct the Trustee to distribute the Member's
Accounts of each Member affected by the termination, after payment of all
expenses and proportional adjustment of Member's Accounts to reflect expenses,
Trust earnings or losses, and allocations of any previously unallocated funds to
the date of termination, but any such distribution shall be subject to the
restrictions on in-service distributions of Pre-Tax Contributions under Code
section 401(k)(10) and regulations thereunder. Any amounts unallocable to
Members affected by the termination shall be returned to the Company.

When all Trust assets have been distributed, the Trustee and the Committee shall
be discharged. The Trust shall nevertheless continue as a legal entity during
the period and for the purpose of distributing all property to the persons
entitled hereunder.



                                      -84-
<PAGE>

If the Trust should terminate only with respect to the Employees of one
Employer, the provisions hereof governing the determination and distribution of
terminated Plan and Trust accounts shall apply only to the Members who are
Employees of such Employer.

The Committee shall take all action appropriate or necessary under applicable
law to effect a termination or partial termination under this section.

         12.4 Successor Employer. In the event of the dissolution, merger,
consolidation, or reorganization of the Employer, provision may be made by which
the Plan and Trust will be continued by the successor; and, in that event, such
successor shall be substituted for the Employer under the Plan. The substitution
of the successor shall constitute an assumption of Plan liabilities by the
successor and the successor shall have all of the powers, duties, and
responsibilities of the Employer under the Plan.

         12.5 Transfers, Mergers, and Consolidations. The Plan may not merge or
consolidate with, or transfer its assets or liabilities to, any other plan
unless each Member in the Plan would (if the other plan then terminated) receive
a benefit immediately after the merger, consolidation, or transfer which is
equal to or greater than the benefit the Member would have been entitled to
receive immediately before the merger, consolidation, or transfer (if the Plan
had then terminated).

                    Article XIII. Participation by Affiliates

    13.1 Participation in the Plan. Any Affiliate which desires to become an
Employer may elect to become a party to the Plan and Trust by adopting the Plan
for the benefit of one or more groups of its Covered Employees, effective as of
the Coverage Date specified in such adoption--

         (a)      by filing with the Committee a certified copy of a resolution
                  of its board of directors to that effect,



                                      -85-
<PAGE>

                  together with such other instruments as the Committee may
                  require; and

         (b)      by the Committee's filing with the then Trustee a copy of such
                  resolution, together with a certified copy of resolutions of
                  the Company's Board of Directors approving such adoption.

                        Article XIV. Top-Heavy Provisions

         14.1 Application of Top-Heavy Provisions.

         (a)      Single Plan Determination. Except as provided in subsection
                  (b)(2), if as of a Determination Date the sum of the amount of
                  the Section 416 Accounts of Key Employees and the
                  Beneficiaries of deceased Key Employees exceeds 60 percent of
                  the amount of the Section 416 Accounts of all Members and
                  Beneficiaries other than former Key Employees, the Plan is
                  top-heavy and the provisions of this Article shall become
                  applicable.

         (b)      Aggregation Group Determination.

                  (1)      If as of a Determination Date this Plan is part of an
                           Aggregation Group which is top-heavy, the provisions
                           of this Article shall become applicable.
                           Top-heaviness for the purpose of this subsection
                           shall be determined with respect to the Aggregation
                           Group in the same manner as described in subsection
                           (a) except that if the Aggregation Group includes a
                           defined benefit plan, the Section 416 Account shall
                           include the present value of the accrued benefit of a
                           participant or a beneficiary under such plan.

                  (2)      If this Plan is top-heavy under subsection (a), but
                           the Aggregation Group is not top-heavy, this Article
                           shall not be applicable.

         (c)      Calculations. The Committee shall have responsibility to make
                  all calculations to determine whether this Plan is top-heavy.



                                      -86-
<PAGE>

         14.2 Special Terms. For purposes of this Article, the following terms
shall have the following meanings:

         (a)      "Aggregation Group" means collectively this Plan and all other
                  plans maintained by the Company and its Affiliates which cover
                  a Key Employee and any other plan which enables a plan
                  covering a Key Employee to meet the requirements of Code
                  sections 401(a)(4) or 410. In addition, at the election of the
                  Committee, the Aggregation Group may be expanded to include
                  any other qualified plan maintained by the Company or an
                  Affiliate if such expanded Aggregation Group meets the
                  requirements of Code sections 401(a)(4) and 410.

         (b)      "Compensation" shall have the same meaning as in section
                  4.7(b)(2).

         (c)      "Determination Date" means the last day of the Plan Year
                  immediately preceding the Plan Year for which top-heaviness is
                  to be determined, or in the case of the first plan year of a
                  new plan, the last day of such plan year.

         (d)      "Key Employee" means an employee who for the Plan Year
                  containing the Determination Date or any of the four preceding
                  Plan Years is --

                  (1)      an officer of the Company or an Affiliate whose
                           annual Compensation is greater than 150 percent of
                           the dollar limitation of Code section 415(c)(1)(A)
                           for such Plan Year; provided, however, that no more
                           than the lesser of--

                           (A)      50 employees, or

                           (B)      the greater of (i) three employees or (ii)
                                    10 percent of all employees, shall be
                                    treated as officers, and such officers shall
                                    be those with the highest annual
                                    Compensation in the five-year period;

                  (2)      one of the ten employees having annual Compensation
                           from the Company and Affiliates for such



                                      -87-
<PAGE>

                           Plan Year greater than the dollar limit specified in
                           Code section 415(c)(1)(A), and owning (or considered
                           as owning pursuant to Code section 318) both more
                           than a one-half of 1 percent interest and one of the
                           ten largest interests in the Company or Affiliate;

                  (3)      a 5 percent owner of the Company; or (4) a 1 percent
                           owner of the Company having an annual Compensation of
                           more than $150,000.

                  Key Employee shall also include a Beneficiary of a deceased
                  Key Employee. Ownership shall be determined in accordance with
                  Code section 416(i)(1)(B) and (C). For purposes of subsection
                  (d)(2), if two employees have the same ownership interest in
                  the Company or Affiliate, the employee having the greater
                  annual Compensation from the Company or Affiliate shall be
                  treated as having a larger interest.

         (e)      "Section 416 Account" means--

                  (1)      the amount credited to a Member's Account as of a
                           Determination Date, decreased by

                  (2)      the amount credited to a rollover account as of a
                           Determination Date attributable to rollover
                           contributions initiated by the Member and derived
                           from plans not maintained by the Company or an
                           Affiliate, and increased by

                  (3)      the amount of distributions to the Member or
                           Beneficiary during the five-year period ending on a
                           Determination Date other than a distribution which is
                           a tax-free rollover contribution that is not
                           initiated by the Member or that is contributed to a
                           plan which is maintained by an Company or an
                           Affiliate.

                  The Member's Account of a Member who was a Key Employee and
                  who subsequently meets none of the conditions of section
                  14.2(d) for the Plan Year containing the Determination Date
                  and the preceding four Plan Years is not



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<PAGE>

                  a Section 416 Account and shall be excluded from all
                  computations under this Article. Furthermore, the Member's
                  Account of a Member who did not perform service for the
                  Company or Affiliate during the five-year period ending on the
                  Determination Date shall be similarly excluded from all
                  computations under this Article.

         14.3 Vesting Requirements. If the Plan is determined to be top-heavy
with respect to a Plan Year under the provisions of section 14.1, the vested
interest in the Member's Deferred Compensation Account, Retirement Account, and
Matching Contributions Account on such Determination Date shall continue to be
determined in accordance with the Vesting Table under section 7.4 (which
provides vesting faster than top-heavy vesting).





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<PAGE>

         14.4 Minimum Contribution.

         (a)      General. If this Plan is determined to be top-heavy under the
                  provisions of section 14.1 with respect to a Plan Year, the
                  sum of Employer contributions, other than contributions under
                  a salary reduction agreement, and forfeitures under all
                  qualified defined contribution plans allocated to the accounts
                  of each Member in the Aggregation Group who is not a Key
                  Employee shall not be less than 3 percent of such Member's
                  Compensation. This section shall not be applicable with
                  respect to a Member who is also covered under a top-heavy
                  defined benefit plan maintained by the Company or an Affiliate
                  which provides the benefit specified by Code section
                  416(c)(1).

         (b)      Exception. The contribution rate specified in subsection (a)
                  shall not exceed the percentage at which Employer
                  contributions and forfeitures are allocated under the plans of
                  the Aggregation Group to the account of the Key Employee for
                  whom such percentage is the highest for the Plan Year. For the
                  purpose of this subsection, the percentage for each Key
                  Employee shall be determined by dividing the Employer
                  contributions and forfeitures for the Key Employee by the
                  amount of the total Compensation for the year not in excess of
                  $200,000 (as adjusted by the Secretary of the Treasury under
                  Code section 416(d)).

         14.5 Limit on Annual Additions: Combined Plan Limit.

         (a)      General. For the Plan Years beginning prior to January 1,
                  2000, if this Plan is determined to be top-heavy under section
                  14.1, the combined plan limit in Code section 415(e) shall be
                  applied by substituting "1.0" for "1.25" in each place it
                  appears. The transitional rule of Code section 415(e)(6)(B)(i)
                  shall be applied by substituting "$41,500" for "$51,875."

         (b)      Exception.  Subsection (a) shall not be applicable if --



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<PAGE>

                  (1)      section 14.4(a) is applied by substituting "4
                           percent" for "3 percent," and

                  (2)      this Plan would not be top-heavy if "90 percent" is
                           substituted for "60 percent" in section 14.1(a).

         (c)      Transitional Rule. If, but for this subsection (c), subsection
                  (a) would begin to apply with respect to the Plan, the
                  application of subsection (a) shall be suspended with respect
                  to a Member so long as there are--

                  (1)      no Employer contributions, forfeitures, or voluntary
                           nondeductible contributions allocated to such Member,
                           and

                  (2)      no accruals under a qualified defined benefit plan
                           for such Member.

         14.6 Additional Rules Effective January 1, 2002.

                  This Section shall apply for purposes of determining whether
                  the Plan is a top-heavy Plan under Section 416(g) of the Code
                  for Plan Years beginning on or after January 1, 2002, and
                  whether the Plan satisfies the minimum benefits requirements
                  of Section 416(c) of the Code for such years. This Section
                  replaces applicable language in Article XIV of the Plan.

         (a)      Determination of top-heavy status.

                 (1)       Key Employee. "Key Employee" means any Employee or
                           former Employee (including any deceased Employee) who
                           at any time during the Plan Year that includes the
                           determination date was an officer of the Company or
                           an Affiliate having annual compensation greater than
                           $130,000 (as adjusted under Section 416(i)(1) of the
                           Code for Plan Years beginning after December 31,
                           2002), a 5-percent owner of the Company or an
                           Affiliate, or a 1-percent owner of the Company or an
                           Affiliate having annual compensation of more than
                           $150,000. For this purpose, annual compensation means
                           compensation



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<PAGE>

                           within the meaning of Section 415(c)(3) of the Code.
                           The determination of who is a Key Employee will be
                           made in accordance with Section 416(i)(1) of the Code
                           and the applicable regulations and other guidance of
                           general applicability issued thereunder.

                  (2)      Determination of present values and amounts. This
                           section 14.6(b)(2) shall apply for purposes of
                           determining the present values of accrued benefits
                           and the amounts of account balances of Employees as
                           of the determination date.

                        (i)   Distributions during year ending on the
                              determination date. The present values of accrued
                              benefits and the amounts of account balances of an
                              Employee as of the determination date shall be
                              increased by the distributions made with respect
                              to the Employee under the Plan and any plan
                              aggregated with the Plan under Section 416(g)(2)
                              of the Code during the 1-year period ending on the
                              determination date. The preceding sentence shall
                              also apply to distributions under a terminated
                              plan which, had it not been terminated, would have
                              been aggregated with the Plan under Section
                              416(g)(2)(A)(i) of the Code. In the case of a
                              distribution made for a reason other than
                              separation from service, death, or disability,
                              this provision shall be applied by substituting
                              "5-year period" for "1-year period." Employees not
                              performing services during year ending on the
                              determination date. The accrued benefits and
                              accounts of any individual who has not performed
                              services for the Company during the 1-year period
                              ending on the determination date shall not be
                              taken into account.



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<PAGE>

         (b)      Matching contributions. Employer matching contributions shall
                  be taken into account for purposes of satisfying the minimum
                  contribution requirements of section 416(c)(2) of the Code and
                  the Plan. The preceding sentence shall apply with respect to
                  matching contributions under the Plan or, if the Plan provides
                  that the minimum contribution requirement shall met in another
                  plan, such other plan. Employer matching contributions that
                  are used to satisfy the minimum contribution requirements
                  shall be treated as matching contributions for purposes of the
                  actual contribution percentage test and other requirements of
                  section 401(m) of the Code.

         IN WITNESS WHEREOF, CTS Corporation has caused this amended and
restated CTS Corporation Retirement Savings Plan to be executed by its proper
officer duly authorized by its Board of Directors on this 20th day of February,
2002.

                                        CTS CORPORATION



                                         By /s/James L. Cummins
                                            -------------------
                                               James L. Cummins
                                               Senior Vice President
                                               Administration



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