Commercial Vehicle Group, Inc.   Master Plan Document
 Commercial Vehicle Group, Inc.
 AMENDED AND RESTATED
 Effective as of November 5, 2008




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Commercial Vehicle Group, Inc.   Master Plan Document
 TABLE OF CONTENTS
 PageArticle IDefinitions
    
    
    1Article II Selection, Enrollment, Eligibility
    
    
    92.1 Selection by Committee
    
    
    92.2 Enrollment and Eligibility Requirements; Commencement of Participation
    
    
    9Article III Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/
Vesting/Crediting/Taxes
    
    
    103.1 Minimum and Maximum Deferral
    
    
    103.2 Timing of Deferral Elections; Effect of Election Form
    
    
    103.3 Withholding and Crediting of Annual Deferral Amounts
    
    
    123.4 Company Contribution Amount
    
    
    123.5 Company Restoration Matching Amount
    
    
    133.6 Vesting
    
    
    133.7 Crediting/Debiting of Account Balances
    
    
    143.8 FICA and Other Taxes
    
    
    15Article IV Scheduled Distribution; Unforeseeable Emergencies
    
    
    164.1 Scheduled Distributions
    
    
    164.2 Postponing Scheduled Distributions
    
    
    164.3 Precedence of Distributions
    
    
    174.4 Unforeseeable Emergencies
    
    
    17Article V Change in Control Benefit
    
    
    185.1 Change in Control Benefit
    
    
    185.2 Payment of Change in Control Benefit
    
    
    18Article VI Retirement Benefit
    
    
    186.1 Retirement Benefit
    
    
    186.2 Payment of Retirement Benefit
    
    
    18Article VII Termination Benefit
    
    
    197.1 Termination Benefit
    
    
    197.2 Payment of Termination Benefit
    
    
    19Article VIII Disability Benefit
    
    
    208.1 Disability Benefit
    
    
    208.2 Payment of Disability Benefit
    
    
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Commercial Vehicle Group, Inc.   Master Plan Document
 PageArticle IX Death Benefit
    
    
    209.1 Death Benefit
    
    
    209.2 Payment of Death Benefit
    
    
    20Article X Beneficiary Designation
    
    
    2010.1 Beneficiary
    
    
    2010.2 Beneficiary Designation; Change; Spousal Consent
    
    
    2010.3 Acknowledgment
    
    
    2110.4 No Beneficiary Designation
    
    
    2110.5 Doubt as to Beneficiary
    
    
    2110.6 Discharge of Obligations
    
    
    21Article XI Leave of Absence
    
    
    2111.1 Paid Leave of Absence
    
    
    2111.2 Unpaid Leave of Absence
    
    
    21Article XII Termination of Plan, Amendment or Modification
    
    
    2112.1 Termination of Plan
    
    
    2112.2 Amendment
    
    
    2212.3 Plan Agreement
    
    
    2212.4 Effect of Payment
    
    
    22Article XIII Administration
    
    
    2213.1 Committee Duties
    
    
    2213.2 Administration Upon Change In Control
    
    
    2313.3 Agents
    
    
    2313.4 Binding Effect of Decisions
    
    
    2313.5 Indemnity of Committee
    
    
    2313.6 Employer Information
    
    
    23Article XIV Other Benefits and Agreements
    
    
    2314.1 Coordination with Other Benefits
    
    
    23Article XV Claims Procedures
    
    
    2415.1 Presentation of Claim
    
    
    2415.2 Notification of Decision
    
    
    2415.3 Review of a Denied Claim
    
    
    2415.4 Decision on Review
    
    
    2515.5 Legal Action
    
    
    25Article XVI Trust
    
    
    2516.1 Establishment of the Trust
    
    
    2516.2 Interrelationship of the Plan and the Trust
    
    
    2616.3 Distributions From the Trust
    
    
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Commercial Vehicle Group, Inc.   Master Plan Document
 PageArticle XVII Miscellaneous
    
    
    2617.1 Status of Plan
    
    
    2617.2 Unsecured General Creditor
    
    
    2617.3 Employers Liability
    
    
    2617.4 Nonassignability
    
    
    2617.5 Not a Contract of Employment
    
    
    2717.6 Furnishing Information
    
    
    2717.7 Terms
    
    
    2717.8 Captions
    
    
    2717.9 Governing Law
    
    
    2717.10 Notice
    
    
    2717.11 Successors
    
    
    2817.12 Spouses Interest
    
    
    2817.13 Validity
    
    
    2817.14 Incompetent
    
    
    2817.15 Domestic Relations Orders
    
    
    2817.16 Distribution in the Event of Income Inclusion Under Code Section 409A
    
    
    2817.17 Deduction Limitation on Benefit Payments
    
    
    28
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Purpose
   Article I  Definitions
  1.1
    
    Account Balance shall mean, with respect to a Participant, an entry on the
records of the Employer equal to the sum of the Participants Annual Accounts. The
Account Balance shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan.
  1.2
    
    Annual Account shall mean, with respect to a Participant, an entry on the
records of the Employer equal to (a) the sum of the Participants Annual Deferral
Amount, Company Contribution Amount and Company Restoration Matching Amount for any one
Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan,
less (c) all distributions made to the Participant or his or her Beneficiary pursuant
to this Plan that relate to the Annual Account for such Plan Year. The Annual Account
shall be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.
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1.3
    
    Annual Deferral Amount shall mean that portion of a Participants Base
Salary, Bonus, Director Fees and LTIP Amounts that a Participant defers in accordance
with Article 3 for any one Plan Year, without regard to whether such amounts are
withheld and credited during such Plan Year.1.4
    
    Annual Installment Method shall mean the method used to determine the amount
of each payment due to a Participant who has elected to receive a benefit over a period
of years in accordance with the applicable provisions of the Plan. The amount of each
annual payment due to the Participant shall be calculated by multiplying the balance of
the Participants benefit by a fraction, the numerator of which is one and the
denominator of which is the remaining number of annual payments due to the Participant.
By way of example, if the Participant elects a 10-year Annual Installment Method for
the Retirement Benefit, the first payment shall be 1/10 of the vested Account Balance,
calculated as described in this definition. The following year, the payment shall be
1/9 of the vested Account Balance, calculated as described in this definition. The
amount of the first annual payment shall be calculated as of the close of business on
or around the Participants Benefit Determination Date, and the amount of each
subsequent annual payment shall be calculated on or around each anniversary of such
Benefit Determination Date. For purposes of this Plan, the right to receive a benefit
payment in annual installments shall be treated as the entitlement to a series of
separate individual payments rather than as entitlement to a single payment.1.5
    
    Base Salary shall mean the annual cash compensation relating to services
performed during any calendar year, excluding distributions from nonqualified deferred
compensation plans, bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, director fees and other
fees, and automobile and other allowances paid to a Participant for employment services
rendered (whether or not such allowances are included in the Employees gross income).
Base Salary shall be calculated before reduction for compensation voluntarily deferred
or contributed by the Participant pursuant to all qualified or nonqualified plans of
any Employer and shall be calculated to include amounts not otherwise included in the
Participants gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b)
pursuant to plans established by any Employer; provided, however, that all such amounts
will be included in compensation only to the extent that had there been no such plan,
the amount would have been payable in cash to the Employee.1.6
    
    Beneficiary shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 10, that are entitled to receive
benefits under this Plan upon the death of a Participant.1.7
    
    Beneficiary Designation Form shall mean the form established from time to
time by the Committee that a Participant completes, signs and returns to the Committee
to designate one or more Beneficiaries.
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1.8
    
    Benefit Determination Date shall mean the date upon which all or an
objectively determinable portion of a Participants vested benefits will become
eligible for distribution, as provided.1.9
    
    Board shall mean the board of directors of the Company.1.10
    
    Bonus shall mean any compensation, in addition to Base Salary, and LTIP
Amounts, earned by a Participant under any Employers annual bonus and other cash
incentive plans or other arrangements designated by the Committee as further specified
on any Election Form.1.11
    
    Change in Control shall mean the occurrence of a change in the ownership, a
change in the effective control or a change in the ownership of a substantial
portion of the assets of the corporation, as determined in accordance with this
Section, and interpreted in accordance with Code Section 409A.
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1.12
    
    Code shall mean the Internal Revenue Code of 1986, as it may be amended from
time to time.1.13
    
    Committee shall mean the committee described in Article 13.1.14
    
    Company shall mean Commercial Vehicle Group, Inc., a Delaware corporation,
and any successor to all or substantially all of the Companys assets or business.1.15
    
    Company Contribution Amount shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.4.1.16
    
    Company Restoration Matching Amount shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.5.1.17
    
    Director shall mean any member of the board of directors of any Employer.1.18
    
    Director Fees shall mean the annual fees earned by a Director from any
Employer, including retainer fees and meetings fees, as compensation for serving on the
board of directors.1.19
    
    Disability or Disabled shall mean that a Participant is either (a) unable
to engage in any substantial gainful activity by reason of any medically determinable
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physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of
not less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering employees of the
Participants Employer. For purposes of this Plan, a Participant shall be deemed
Disabled if determined to be totally disabled by the Social Security Administration.
A Participant shall also be deemed Disabled if determined to be disabled in
accordance with the applicable disability insurance program of such Participants
Employer, provided that the definition of disability applied under such disability
insurance program complies with the requirements of this Section.1.20
    
    Election Form shall mean the form, which may be in electronic format,
established from time to time by the Committee that a Participant completes, signs and
returns to the Committee to make an election under the Plan.1.21
    
    Employee shall mean a person who is an employee of an Employer.1.22
    
    Employer(s) shall be defined as follows:
     1.23
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
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1.24
    
    First Plan Year shall mean the period beginning July 1, 2006 and ending
December 31, 2006.1.25
    
    401(k) Plan shall mean, with respect to an Employer, a plan qualified under
Code Section 401(a) that contains a cash or deferral arrangement described in Code
Section 401(k), adopted by the Employer, as it may be amended from time to time, or any
successor thereto.1.26
    
    LTIP Amounts shall mean any portion of the compensation attributable to a
Plan Year that is earned by a Participant under any Employers long-term incentive plan
or any other long-term incentive arrangement designated by the Committee.1.27
    
    Participant shall mean any Employee or Director (a) who is selected to
participate in the Plan, (b) whose executed Plan Agreement, Election Form and
Beneficiary Designation Form are accepted by the Committee, and (c) whose Plan
Agreement has not terminated.1.28
    
    Performance-Based Compensation shall mean compensation the entitlement to or
amount of which is contingent on the satisfaction of pre-established organizational or
individual performance criteria relating to a performance period of at least 12
consecutive months, as determined by the Committee in accordance with Treas. Reg.
§1.409A-1(e).1.29
    
    Plan shall mean the Commercial Vehicle Group, Inc. Deferred Compensation
Plan, which shall be evidenced by this instrument, as it may be amended from time to
time, and by any other documents that together with this instrument define a
Participants rights to amounts credited to his or her Account Balance including any
Plan Agreement.1.30
    
    Plan Agreement shall mean a written agreement in the form prescribed by or
acceptable to the Committee that evidences a Participants agreement to the terms of
the Plan and which may establish additional terms or conditions of Plan participation
for a Participant. Unless otherwise determined by the Committee, the most recent Plan
Agreement accepted with respect to a Participant shall supersede any prior Plan
Agreements for such Participant. Plan Agreements may vary among Participants and may
provide additional benefits not set forth in the Plan or limit the benefits otherwise
provided under the Plan.1.31
    
    Plan Year shall mean, except for the First Year, a period beginning on
January 1 of each calendar year and continuing through December 31 of such calendar
year.1.32
    
    Retirement, Retire(s) or Retired shall mean with respect to a Participant
who is an Employee, a Separation from Service, for any reason other than death or
Disability, on or after the attainment of age 55 with 5 Years of Service, and shall
mean with respect to a Participant who is a Director, a Separation from
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Service. If a Participant is both an Employee and a Director and participates in
the Plan in each capacity, (a) the determination of whether the Participant
qualifies for Retirement as an Employee shall be made when the Participant
experiences a Separation from Service as an Employee and such determination shall
only apply to the applicable Account Balance established in accordance with Section
1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of
whether the Participant qualifies for Retirement as a Director shall be made at the
time the Participant experiences a Separation from Service as a Director and such
determination shall only apply to the applicable Account Balance established in
accordance with Section 1.1 for amounts deferred under the Plan as a Director.1.33
    
    Separation from Service shall mean a termination of services provided by a
Participant to his or her Employer, whether voluntarily or involuntarily, other than by
reason of death or Disability, as determined by the Committee in accordance with Treas.
Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation
from Service, the following provisions shall apply:
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,
  1.34
    
    Specified Employee shall mean any Participant who is determined to be a key
employee (as defined under Code Section 416(i) without regard to paragraph (5)
thereof) for the applicable period, as determined annually by the Committee in
accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a
Specified Employee, the following provisions shall apply:
   1.35
    
    Trust shall mean one or more trusts established by the Company in accordance
with Article 16.
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1.36
    
    Unforeseeable Emergency shall mean a severe financial hardship of the
Participant resulting from (a) an illness or accident of the Participant, the
Participants spouse, the Participants Beneficiary or the Participants dependent (as
defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b)
thereof), (b) a loss of the Participants property due to casualty, or (c) such other
similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, all as determined by the Committee based on the
relevant facts and circumstances1.37
    
    Years of Service shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of this
definition, a year of employment shall be a 365 day period (or 366 day period in the
case of a leap year) that, for the first year of employment, commences on the
Employees date of hiring and that, for any subsequent year, commences on an
anniversary of that hiring date. A partial year of employment shall not be treated as
a Year of Service.
 Article II  Selection, Enrollment, Eligibility
 Selection by Committee
 Enrollment and Eligibility Requirements; Commencement of Participation
    9




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Article III  Deferral Commitments/Company Contribution Amounts/  Company Restoration Matching Amounts/ Vesting/Crediting/Taxes
 Minimum and Maximum Deferral
 Annual Deferral Amount
 Deferral
    
    Minimum AmountBase Salary, Bonus and/or LTIP Amounts
    
    $2,000 aggregateDirector Fees
    
    
    0
    %
   Deferral
    
    Maximum PercentageBase Salary
    
    
    80
    %Bonus
    
    
    100
    %LTIP Amounts
    
    
    100
    %Director Fees
    
    
    100
    %
 Short Plan Year
 Timing of Deferral Elections; Effect of Election Form
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General Timing Rule for Deferral Elections st
  Timing of Deferral Elections for Newly Eligible Plan Participants
  th
 Timing of Deferral Elections for Performance-Based Compensation .
  11




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Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture th
 th
 Withholding and Crediting of Annual Deferral Amounts
 Company Contribution Amount
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Company Restoration Matching Amount
 Vesting
   Years of Plan Participation
    
    Vested PercentageLess than 1 year
    
    0%At least 1 years but less than 2 years
    
    33%At least 2 years but less than 3 years
    
    66%At least 3 years
    
    100%
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Crediting/Debiting of Account Balances
 Measurement Funds
 Election of Measurement Funds
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Proportionate Allocation
 Crediting or Debiting Method
 No Actual Investment
 FICA and Other Taxes
 Annual Deferral Amounts
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Company Restoration Matching Amounts and Company Contribution Amounts
 Distributions
 ARTICLE IV  Scheduled Distribution; Unforeseeable Emergencies
 Scheduled Distributions
  Postponing Scheduled Distributions
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Precedence of Distributions
 Unforeseeable Emergencies
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ARTICLE V  Change in Control Benefit
 Change in Control Benefit
  Payment of Change in Control Benefit
 ARTICLE VI  Retirement Benefit
 Retirement Benefit
 Payment of Retirement Benefit
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ARTICLE VII  Termination Benefit
 Termination Benefit
 Payment of Termination Benefit
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ARTICLE VIII  Disability Benefit
 Disability Benefit
 Payment of Disability Benefit
 ARTICLE IX  Death Benefit
 Death Benefit
 Payment of Death Benefit
 ARTICLE X  Beneficiary Designation
 Beneficiary
 Beneficiary Designation; Change; Spousal Consent
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Acknowledgment
 No Beneficiary Designation
 Doubt as to Beneficiary
 Discharge of Obligations
 ARTICLE XI  Leave of Absence
 Paid Leave of Absence
 Unpaid Leave of Absence
 ARTICLE XII  Termination of Plan, Amendment or Modification
 Termination of Plan
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Amendment
 Plan Agreement
 Effect of Payment
 ARTICLE XIII  Administration
 Committee Duties
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Administration Upon Change In Control
 Agents
 Binding Effect of Decisions
 Indemnity of Committee
 Employer Information
 ARTICLE XIV  Other Benefits and Agreements
 Coordination with Other Benefits
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ARTICLE XV  Claims Procedures
 Presentation of Claim
 Notification of Decision
        Review of a Denied Claim
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Decision on Review
     Legal Action
 ARTICLE XVI  Trust
 Establishment of the Trust
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Interrelationship of the Plan and the Trust
 Distributions From the Trust
 ARTICLE XVII  Miscellaneous
 Status of Plan
 Unsecured General Creditor
 Employers Liability
 Nonassignability
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Not a Contract of Employment
 Furnishing Information
 Terms
 Captions
 Governing Law
 Notice
 
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Successors
 Spouses Interest
 Validity
 Incompetent
 Domestic Relations Orders
 Distribution in the Event of Income Inclusion Under Code Section 409A
 Deduction Limitation on Benefit Payments
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Commercial Vehicle Group, Inc.   Master Plan Document
  Commercial Vehicle Group, Inc.
a Delaware corporationBy:
    /s/ Chad M. UtrupTitle:      CFO 30




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Commercial Vehicle Group, Inc.   Master Plan Document
 APPENDIX A
 LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE AVAILABLE IN ACCORDANCE WITH NOTICE 2007-86
  Opportunity to Make New (or Revise Existing) Distribution Elections .