Exhibit 10(b)

1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Invacare Corporation, hereinafter called the "Company," hereby adopts a stock option plan for eligible Directors of the Company pursuant to the following terms and provisions:

1. Purpose of the Plan. The purpose of this plan, hereinafter called the "Plan," is to provide additional incentive to those Directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates and who have not received options to purchase the Company's Common Shares, without par value (the "Common Shares"), under any other option plan of the Company, by encouraging them to acquire a new or an additional share ownership in the Company, thus increasing their proprietary interest in the Company's business and providing them with an increased personal interest in the Company's continued success and progress. These objectives will be promoted through the grant of options to acquire Common Shares of the Company pursuant to the terms of the Plan. Only those Directors who meet the qualifications stated above are eligible for and shall receive options under this Plan.

2. Effective Date of the Plan. The Plan shall become effective on May 27, 1992, subject to approval by holders of shares representing a majority of the outstanding votes of the Company present at the shareholders meeting called for that purpose. In the event that such shareholder approval has not occurred on or before March 2, 1993, the Plan and any options granted hereunder shall be null and void.

3. Shares Subject to the Plan. The shares to be issued upon the exercise of the options granted under the Plan shall be Common Shares of the Company. Either treasury or authorized and unissued Common Shares, or both, as the Board of Directors shall from time to time determine, may be so issued. Common Shares which are the subject of any lapsed, expired or terminated options may be made available for reoffering under the Plan. If an option granted under this Plan is exercised pursuant to the terms and conditions of subsection 5(b), any Common Shares which are the subject thereof shall not thereafter be available for reoffering under the Plan.

Subject to the provisions of the next succeeding paragraph of this Section 3, the aggregate number of Common Shares for which options may be granted under the Plan shall be Fifty Thousand (50,000) Common Shares.

In the event that subsequent to the date of adoption of the Plan by the Board of Directors the Common Shares should, as a result of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other such change, be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, then (i) there shall automatically be substituted for each Common Share subject to an unexercised option (in whole or in part) granted under the Plan, each Common Share available for additional grants of options under the Plan and each Common Share made available for grant to each eligible Director pursuant to Section 4 hereof, the number and kind of shares of stock or other securities into which each outstanding Common Share shall be changed or for which each such Common Share shall be exchanged, (ii) the option price per Common Share or unit of securities

shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the option shall remain the same as immediately prior to such event, and (iii) the Board shall make such other adjustments as may be appropriate and equitable to prevent enlargement or dilution of option rights. Any such adjustment may provide for the elimination of fractional shares.

4. Grant of Options. Subject to the terms of the Plan, a one-time option automatically shall be granted to each person who (i) becomes a Director of the Company for the first time from and after the effective date of the Plan and
(ii) is eligible under the Plan. The option shall be exercisable for that number of Common Shares (rounded to the nearest whole share) determined by dividing $150,000 by the fair market value of one Common Share on the date of grant. The date of grant of such option shall be the date that such optionee is elected or appointed to the Board as an eligible Director. The option shall be granted at an option price per share equal to the fair market value of a Common Share of the Company on the date said option is granted. Subject to the provisions of paragraph 5(c), each such option granted shall be exercisable for a period of ten (10) years from the date of grant but shall not be exercisable during the first year of said period. Thereafter, during each succeeding year each such option may be exercised for up to a maximum of thirty three and one-third percent (33/3%) of the total number of Common Shares subject to the option, which annual rights of exercise shall be cumulative.

5. Option Provisions.

a. Limitation on Exercise and Transfer of Options. Only the Director to whom the option is granted may exercise the same except where a guardian or other legal representative has been duly appointed for such Director and except as otherwise provided in the case of such Director's death. No option granted hereunder shall be transferable otherwise than by the Last Will and Testament of the Director to whom it is granted or, if the Director dies intestate, by the applicable laws of descent and distribution. No option granted hereunder may be pledged or hypothecated, nor shall any such option be subject to execution, attachment or similar process.

b. Exercise of Option. Each option granted hereunder may be exercised in whole or in part (to the maximum extent then exercisable) from time to time during the option period, but this right of exercise shall be limited to whole shares. Options shall be exercised by the optionee giving written notice to the Treasurer of the Company at its principal business office, by certified mail, return receipt requested, of the optionee's intention to exercise the same and the number of shares with respect to which the option is being exercised (the "Notice of Exercise of Option") accompanied by full payment of the purchase price in cash or in whole or in part in Common Shares having a fair market value on the date the option is exercised equal to that portion of the purchase price for which payment in cash is not made. Such Notice of Exercise of Option shall be deemed delivered upon deposit into the mails.

c. Termination of Directorship. If the optionee ceases to be a Director of the Company, his or her option shall terminate three (3) months after the effective date of termination of his or her directorship and neither he nor she nor any other person shall have any right after such date to exercise all or any part of such option. If the termination of the directorship is due to death, then the option may be exercised within one

(1) year after the optionee's death by the optionee's estate or by the person designated in the optionee's Last Will and Testament or to whom transferred by the applicable laws of descent and distribution (the "Personal Representative"). Notwithstanding the foregoing, in no event shall any option be exercisable after the expiration of the ten-year option period and no option shall be exercisable to any greater extent than the optionee would have been entitled to exercise the option at the time of termination or death.

d. Acceleration of Exercise of Options in Certain Events. Notwithstanding anything to the contrary described in the Plan, in the event of a "change in control," the eligible Director shall have the immediate right and option (notwithstanding the provisions of paragraph 4 hereof) to exercise the option with respect to all Common Shares covered by the option, which exercise, if made, shall be irrevocable. The term "change in control" shall include, but not be limited to: (i) the first purchase of shares pursuant to a tender offer or exchange (other than a tender offer or exchange by the Company) for all or part of the Company's common shares of any class or any securities convertible into such common shares; (ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the "beneficial owner" (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty percent (20%) or more of the voting power of the Company; (iii) the date of the approval by shareholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of capital stock of any class, or any securities convertible into such capital stock, of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of shares of all classes of the Company's capital stock immediately prior to the merger would own at least a majority of the voting power of the surviving corporation (or the parent company of the surviving corporation) immediately after the merger;
(iv) the date of the approval by shareholders of the Company of any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (other than a sale, lease, exchange or other transfer of such assets to an affiliate of the Company): or (v) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company.

e. Option Agreements. Options granted under the Plan shall be subject to the further terms and provisions of an Option Agreement, a copy of which is attached hereto as Exhibit A, the execution of which by each optionee shall be a condition to the receipt of an option.

6. Investment Representation; Approvals and Listing. The options to be granted hereunder shall be further conditioned upon receipt of the following investment representation from the optionee:

"I further agree that any Common Shares of Invacare Corporation which I may acquire by virtue of this option shall be acquired for investment purposes only and not with a view to distribution or resale; provided, however, that this restriction shall become inoperative in the event that the

said Common Shares subject to this option shall be registered under the Securities Act of 1933, as amended, or in the event that the offer or sale of the Common Shares subject to this option may be lawfully made without registration of the said Common Shares under the Securities Act of 1933, as amended."

The Company shall not be required to issue any certificate or certificates for Common Shares upon the exercise of an option granted under the Plan prior to (i) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such Common Shares to listing on any national securities exchange on which the Common Shares may be listed, (iii) the completion of any registration or other qualification of the Common Shares under any state or federal law or ruling or regulations of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable or the determination by the Company, in its sole discretion, that any registration or other qualification of the Common Shares is not necessary or advisable and (iv) the obtaining of an investment representation from the optionee in the form stated above or in such other form as the Company, in its sole discretion, shall determine to be adequate.

7. General Provisions. For all purposes of this Plan, the fair market value of a Common Share shall be determined as follows: so long as the Common Shares of the Company are listed upon an established stock exchange or exchanges or contained in the NASDAQ National Market System, such fair market value shall be determined to be the highest closing sale price of such Common Shares on such stock exchange or exchanges on the day the option is granted (or the date the Common Shares are tendered as payment, in the case of determining fair market value for that purpose) or if no sale of such Common Shares shall have been made on any stock exchange on that day, then on the closest preceding day on which there was a sale of such Common Shares; and during any period of time as such Common Shares are not listed upon an established stock exchange or contained in the NASDAQ National Market System, the fair market value per share shall be the mean between dealer "Bid" and "Ask" prices of such Common Shares in the over-the-counter market on the day the option is granted (or the day the Common Shares are tendered as payment, in the case of determining fair market value for that purpose), as reported by the National Association of Securities Dealers, Inc.

The liability of the Company under the Plan and any distribution of Common Shares made hereunder is limited to the obligations set forth herein with respect to such distribution and no term or provision of the Plan shall be construed to impose any liability on the Company in favor of any person with respect to any loss, cost or expense which the person may incur in connection with or arising out of any transaction in connection with the Plan, including, but not limited to, any liability to any Federal, state, or local tax authority and/or any securities regulatory authority.

Nothing in the Plan or in any option agreement shall confer upon any optionee any right to continue as a Director of the Company, or to be entitled to any remuneration or benefits not set forth in the Plan or such option.

Nothing contained in the Plan or in any option agreement shall be construed as entitling any optionee to any of the rights of a shareholder as a result of the grant of an option until such time as Common Shares are actually issued to such optionee pursuant to the exercise of an option.

The Plan may be assumed by the successors and assigns of the Company.

The Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

The cash proceeds received by the Company from the issuance of Common Shares pursuant to the Plan will be used for general corporate purposes or in such other manner as the Board of Directors deems appropriate.

The expense of administering the Plan shall be borne by the Company.

The captions and section numbers appearing in the Plan are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of the Plan.

8. Termination of the Plan. The Plan shall terminate ten (10) years from the date of its adoption by the Board of Directors of the Company and thereafter no options shall be granted hereunder. All options outstanding at the time of termination of the Plan shall continue in full force and effect in accordance with and subject to their terms and the terms and conditions of the Plan.

9. Taxes. Appropriate provisions shall be made for all taxes required to be withheld and for paid in connection with the Options or the exercise thereof, and the transfer of Common Shares pursuant thereto, under the applicable laws or other regulations of any governmental authority, whether federal, state, or local and whether domestic or foreign. In its discretion, the Company may permit the optionee to satisfy such withholding requirements by (a) the Company withholding from issuance to the optionee such number of Common Shares other-wise issuable upon exercise of the option as the Company and the optionee may agree, provided, however, that the optionee must have had on file with the Committee, for at least six (6) months prior thereto, an effective standing election to satisfy said optionee's tax withholding obligations in such a fashion, which election form by its terms shall not be revocable or amendable for at least six (6) months, or (b) with the consent of the Board, in whole or in part, in Common Shares having a fair market value on the date the option is exercised equal to that portion of the withholding obligation for which payment in cash is not made.

10. Changes in Governing Rules and Regulations. All references herein to the Internal Revenue Code of 1986, as amended, or sections thereof, or to rules and regulations of the Department of Treasury or of the Securities and Exchange Commission, shall mean and include the Code sections thereof and such rules and regulations as are now in effect or as they may be subsequently amended, modified, substituted or superseded.

IN WITNESS WHEREOF, INVACARE CORPORATION, by its appropriate officers duly authorized, has executed this instrument this _____ day of ________________, 1992.

INVACARE CORPORATION

Exhibit 10(c)
INVACARE CORPORATION

DEFERRED COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTORS
(effective January 1, 1993)

Purpose of the Plan

The purpose of the Invacare Corporation Deferred Compensation Plan for Nonemployee Directors is to provide any Director of the Company with the option to defer receipt of the compensation payable to him or her for services as a Director and to help build loyalty through increased investment in Company stock.

Definitions

As used herein, the following words shall have the meanings stated after them unless otherwise specifically provided.

(A) "Committee" shall mean the Administrative Committee described in Section 7.1 hereof.

(B) "Company" shall mean Invacare Corporation.

(C) "Director" shall mean any director of the Company that is not an employee of the Company or any of its subsidiaries or affiliates.

(D) "Trust Agreement" shall mean the Trust Agreement dated as of ___________________, 1992 entered into between the Company and the Trustee in connection with the Plan.

(E) "Trustee" shall mean ______________________________ any corporate successor to a majority of its trust business, or any successor Trustee hereunder.

Elections by Directors

(A) Election to Defer. No later than June 30 of any year, a Director may elect to defer payment, of all or any specified portion of the compensation payable to him or her for future services as a Director commencing January 1 of the following year. If a Director becomes a Director after the beginning of any calendar year, the Director may elect to defer payment of the compensation payable to him or her for future services as a Director occurring at least six
(6) months following the date of such election. Such election must be made within ninety (90) days after he or she becomes a Director and shall be made on an election form specified by the Committee (the "Election Form"). Once an

election becomes effective pursuant to this Article, the election shall be irrevocable and remain in effect until the electing Director amends or terminates the election in accordance with Section 3.3.

(B) Effectiveness of Elections. Elections shall be effective six months after the delivery of an Election Form to the Committee except for elections made prior to the effective date of this Plan, which shall be effective as of January 1, 1993. Subject to the provisions of Article V, amounts deferred pursuant to such elections shall be distributed at the time and in the manner set forth in such election.

(C) Amendment and Termination of Elections. A Director may terminate or amend his or her election to defer payments of compensation in a written notice delivered to the Committee. Either a termination or amendment shall apply to all compensation payable for services as a Director after the expiration of six (6) months from the date such amendment or termination was made. Amendments which serve only to change the beneficiary designation shall be permitted to be effective immediately. Amounts credited to a Director's account pursuant to
Section 4.2 hereof prior to the effective date of any termination or amendment shall not be affected thereby and shall be paid at the time and in the manner specified in the election form in effect when the deferral occurred.

Accounts and Investments

(A) Contributions. The Company shall transfer an amount equal to one hundred percent (100%) of the compensation deferred pursuant to this Plan to the Trustee if the Director elects to have such compensation invested in a money market fund. In the event that a Director elects to have his or her compensation invested in Company stock then the Company shall transfer an amount equal to one hundred twenty five percent (125%) of such compensation to the Trustee. Such transfer shall be made within thirty days after such deferred amounts would otherwise have been paid to the Director.

(B) Establishment of Accounts. The Trustee shall establish a separate "Deferred Compensation Account" for any Director who defers compensation pursuant to the Plan. Amounts deferred by each Director shall be paid in cash to the Trustee by the Company and credited to such Director's Deferred Compensation Account.

(C) Adjustment of Accounts. As of December 31 of each year and on such other dates as the Committee directs, the fair market value of the assets of the Trust allocated to all Deferred Compensation Accounts (the "Trust Fund") shall be determined by the Trustee.

(D) Investment of Assets. The assets of the Trust Fund shall be held by the Trustee in the name of the Trust. As amounts are received by the Trustee, it shall invest the funds pursuant to the Trust Agreement.

(E) Assets Held in Cash. The Trustee may, in its sole discretion, maintain in cash such amounts as it deems necessary. Amounts maintained in cash by the

Trustee shall be kept to a minimum consistent with the duties and obligations of the Trustee as set forth in the Trust Agreement and shall not be required to be invested at interest.

Payment of Accounts

(A) Time and Payment. Distribution of a Director's account shall commence upon the earlier of: ( i ) a date within thirty days after the date the Director attains either age fifty-five, age sixty, age sixty-five or age seventy, as specified by the Director on the Election Form, or (ii) a date within thirty days after the Director's termination as a Director due to resignation, retirement, death or otherwise.

(B) Method of Distribution. Each deferred Compensation Account shall be distributed to the Director either in a lump sum or in equal annual installments over a period of not more than ten years as specified in each Director's Election Form. Deferred Compensation Accounts shall be distributed in kind.

(C) Hardship Distributions. Prior to the time a Director's account becomes payable, the Committee, in its sole discretion, may elect to distribute all or a portion of a Director's account in the event that such Director requests a distribution on account of severe financial hardship. For purposes of this Plan, severe financial hardship shall be deemed to exist in the event that the Committee determines that a Director needs a distribution to meet immediate and heavy financial needs resulting from a sudden or unexpected illness or accident of the Director or a member of his or her family, loss of the Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director. A distribution based on financial hardship shall not exceed the amount required to meet the immediate financial need created by the hardship.

(D) Designation of Beneficiary. Upon the death of a Director, his or her account shall be paid to the beneficiary or beneficiaries designated by him or her. If there is no designated beneficiary, or no designated beneficiary surviving at a Director's death, payment of a Director's account shall be made to his or her estate. Beneficiary designations shall be made in writing. A Director may designate a new beneficiary or beneficiaries at any time by notifying the Committee in writing.

(E) Taxes. In the event that taxes are required by law to be withheld or paid from any payments made pursuant to the Plan, the Trustee shall deduct such amounts from such payments and shall transmit the withheld amounts to the appropriate taxing authority.

Creditors and Insolvency

(A) Claims of the Company's Creditors. All assets held in trust pursuant to the provisions of this Plan, and any payment to be made by the Trustee pursuant to the terms and conditions of the Trust, shall be subject to the claims of general creditors of the Company, including judgment creditors and bankruptcy creditors.

The rights of a Director or his or her beneficiaries to any assets of the Trust Fund shall be no greater than the rights of an unsecured creditor of the Company.

(B) Notification of Insolvency. In the event that the Company becomes insolvent, the Board of Directors of the Company and the chief executive officer of the Company shall immediately notify the Trustee of that fact. The Trustee shall not make any payments from the Trust Fund to any Director or any beneficiary under the Plan after such notification is received or at any time after the Trustee has knowledge of such insolvency. Under any circumstance, the Trustee shall deliver any property held in the Trust Fund only as a court of competent jurisdiction may direct to satisfy the claims of the Company's creditors. For purposes of this Plan, the Company shall be deemed to be insolvent if the Company is subject to a pending or involuntary proceeding as a debtor under the United States Bankruptcy Code, as amended, or is unable to pay its debts as they mature.

Administration

(A) Appointment of Committee. The Plan shall be administered by an Administrative Commit-tee consisting of the President and the Chief Financial Officer, unless additional or different persons are appointed by the Board of Directors. Members of the Committee shall hold office at the pleasure of the Board of Directors and may be dismissed at any time with or without cause. Such persons serving on the Committee need not be members of the Board of Directors of the Company.

(B) Powers of the Committee. The Committee shall administer the Plan and resolve all questions of interpretation arising under the Plan with the help of legal counsel, if necessary. Whenever directions, designations, applications, requests or other notices are to be given by a Director under the Plan, they shall be filed with the Committee. The Committee shall have no discretion with respect to the Plan contributions or distributions but shall act in an administrative capacity only.

Miscellaneous

(A) Term of Plan. The Company reserves the right to amend or terminate the Plan at any time; provided, however, that no amendment or termination shall affect the rights of Directors to amounts previously credited to their accounts pursuant to Section 4.2. The Trust shall remain in effect until such time as the entire corpus of the Trust Fund has been distributed pursuant to the terms of the Plan.

(B) Assignment. No right or interest of any Director (or any person claiming through or under such Director) other than the surviving spouse of such Director after he or she is deceased in any benefit or payment herefrom shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of such Director. If any Director or any such person (other than the surviving spouse of such Director after he or she is deceased) shall attempt to or shall transfer, assign,

alienate, anticipate, sell, pledge or otherwise encumber his or her benefits hereunder or any part thereof, or if by reason of his or her bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him or her, then the Committee, in its sole discretion, may terminate his or her interest in any such benefit to the extent the Committee considers necessary or advisable in order to prevent or limit the effects of such occurrence. Termination shall be effected by filing a written "termination declaration" with the Committee records and making reasonable efforts to deliver a copy to such Director or his or her legal representative.

As long as any Director is alive, any benefits affected by that termination pursuant to this Section 8.2 shall be retained by the Trust and, in the Committee's sole and absolute judgment, may be paid to or expended for the benefit of such Director, his or her spouse, his or her children or any other person or persons in fact dependent upon him or her in such manner as the Committee shall deem proper. Upon the death of any Director, all benefits withheld from him or her and not paid to others in accordance with the preceding sentence shall be distributed to such Director's estate or to his or her creditors and if such Director shall have descendants, including adopted children, then living, distribution shall be made to such Director's then living descendants, including adopted children, per stirpes.

In addition, a Director or beneficiary shall have no rights against or security interest in the assets of the Trust Fund and shall have only the Company's unsecured promise to pay benefits. All assets of the Trust Fund shall remain subject to the claims of the Company's general creditors.

(C) Taxes. This Plan is intended to be treated as an unfunded deferred compensation plan under the Internal Revenue Code. It is the intention of the Company that the amounts deferred pursuant to this Plan shall not be included in the gross income of the Directors or their beneficiaries until such time as the deferred amounts are distributed from the Plan. If, at any time, it is determined that amounts deferred pursuant to the Plan are currently taxable to the Directors or their beneficiaries, the Trust shall terminate and .any amounts held in the Trust Fund shall be distributed immediately to the Directors or their beneficiaries. (D) Effective Date of Plan. The Plan shall be effective as of January 1, 1993, subject to prior approval by the shareholders of the Company.

(D) Effecitve Date of Plan. The Plan shall be effective as of January 1, 1993,

Exhibit 10(d)
INVACARE CORPORATION

1994 PERFORMANCE PLAN

1. Purpose

The Invacare Corporation 1994 Performance Plan, as the same may be amended (the "Plan"), is designed to foster the long-term growth and performance of the Company by: (a) enhancing the Company's ability to attract and retain highly qualified employees and (b) motivating employees to serve and promote the long-term interests of the Company and its shareholders through stock ownership and performance-based incentives. To achieve this purpose, the Plan provides authority for the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, and other stock and performance-based incentives.

2. Definitions

(a) "Affiliate" -- means the same definition as under Rule 12b-2 under the Exchange Act.

(b) "Award" -- means the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, Cash Awards, and other stock and performance-based incentives under this Plan.

(c) "Award Agreement" -- means any agreement between the Company and a Participant that sets forth terms, conditions, and restrictions applicable to an Award.

(d) "Board of Directors" -- means the Board of Directors of the Company.

(e) "Cash Award" -- is defined in Section 6(b) (iv).

(f) "Change in Control" -- means, at any time after the date of the adoption of this Plan, the occurrence of any one or more of the following:

(i) Any Person (other than any employee benefit plan or employee stock ownership plan of the Company, or any Person organized, appointed, or established by the Company, for or pursuant to the terms of any such plan), alone or together with any of its Affiliates or Associates, becomes the Beneficial Owner of 30% or more of the total outstanding voting power of the Company, as reflected by the power to vote in connection with the election of Directors, or commences or publicly announces an intent to commence a tender offer or exchange offer the consummation of which would result in the Person becoming the Beneficial Owner of 30% or more of the total outstanding voting power of the Company as reflected by the power to vote in connection with the election of Directors. For purposes of this Section 2 (f) (i), the terms "Affiliates," "Associates," and "Beneficial Owner," will have the meanings given to them in the Rights Agreement, dated as of April 2, 1991, between Invacare Corporation and National City Bank, as Rights Agent, as amended from time to time.

(ii) At any time during a period of 24 consecutive months, individuals who were Directors at the beginning of the period no longer constitute a majority of the members of the Board of Directors, unless the election, or the nomination for election by the Company's shareholders, of each Director who was not a Director at the beginning of the period is approved by at least a majority of the Directors who are in office at the time of the election or nomination and were either Directors at the beginning of the period or are Continuing Directors.

(iii)A record date is established for determining shareholders entitled to vote upon (A) a merger or consolidation of Invacare Corporation with another corporation (which is not an affiliate of Invacare Corporation) in which Invacare Corporation is not the surviving or continuing corporation or in which all or part of the outstanding Common Shares are to be converted into or exchanged for cash, securities, or other property, (B) a sale or other disposition of all or substantially all of the assets of Invacare Corporation, or (C) the dissolution or liquidation (but not partial liquidation) of Invacare Corporation.

(g) "Class B Common Shares" -- means Class B Common Shares, without par value, of Invacare Corporation, including authorized and unissued Common Shares.

(h) "Code" -- means the Internal Revenue Code of 1986, or any law that supersedes or replaces it, as amended from time to time.

(i) "Committee" -- means the Compensation Committee of the Board of Directors, or any other committee of the Board of Directors that the Board of Directors authorizes to administer this Plan. The Committee will be constituted in a manner that satisfies the disinterested administration standard set forth in Rule 16b-3.

(j) "Common Shares" -- means Common Shares, without par value, of Invacare Corporation, including authorized and unissued Common Shares and treasury Common Shares.

(k) "Company" -- means Invacare Corporation, an Ohio corporation, and its direct and indirect subsidiaries.

(l) "Continuing Director" -- means a Director who was a Director prior to a Change in Control or was recommended or elected to succeed a Continuing Director by a majority of the Continuing Directors then in office.

(m) "Director" -- means a director of Invacare Corporation.

(n) "Exchange Act" -- means the Securities Exchange Act of 1934, and any law that supersedes or replaces it, as amended from time to time.

(o) "Fair Market Value" of Common Shares -- means the value of the Common Shares determined by the Committee, or pursuant to rules established by the Committee on a basis consistent with regulations under the Code.

(p) "Incentive Stock Option" -- means a Stock Option that meets the requirements of Section 422 of the Code.

(q) "Notice of Award" -- means any notice by the Committee to a Participant that advises the Participant of the grant of an Award or sets forth terms, conditions, and restrictions applicable to an Award.

(r) "Participant" -- means any person to whom an Award has been granted under this Plan.

(s) "Person" -- means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a governmental authority.

(t) "Restricted Stock" -- means an Award of Common Shares that are subject to restrictions or risk of forfeiture.

(u) "Rule 16b-3" -- means Rule 16b-3 under the Exchange Act, or any rule that supersedes or replaces it, as amended from time to time.

(v) "Stock Appreciation Right" -- is defined in Section 6(b) (ii).

(w) "Stock Award" -- is defined in Section 6(b) (ii).

(x) "Stock Equivalent Unit" -- means an Award that is valued by reference to the value of Common Shares.

(y) "Stock Option" -- is defined in Section 6(b) (iii).

3. Eligibility

All employees of the Company and its Affiliates, whether or not Directors, are eligible for the grant of Awards. The selection of any such employees to receive Awards will be within the discretion of the Committee. More than one Award may be granted to the same employee.

Notwithstanding the foregoing, any individual that renounces in writing any right that he or she may have to receive Awards under the Plan shall not be eligible to receive any Awards hereunder.

4. Common Shares Available for Awards; Adjustment

(a) Number of Common Shares. The aggregate number of Common Shares that may be subject to Awards, including Stock Options, granted under this Plan during the term of this Plan will be equal to One Million (1,000,000) Common Shares, subject to any adjustments made in accordance with the terms of this Section 4.

The assumption of obligations in respect of awards granted by an organization acquired by the Company, or the grant of Awards under this Plan in substitution for any such awards, will not reduce the number of Common Shares available in any fiscal year for the grant of Awards under this Plan.

Common Shares subject to an Award that is forfeited, terminated, or canceled without having been exercised (other than Common Shares subject to a Stock Option that is canceled upon the exercise of a related Stock Appreciation Right) will again be available for grant under this Plan, without reducing the number of Common Shares available in any fiscal year for grant of Awards under this Plan, except to the extent that the availability of those Common Shares would cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3. In addition, any Common Shares which are retained to satisfy a Participant's withholding tax obligations or which are transferred to the Company by a Participant to satisfy such obligations or to pay all or any portion of the exercise price of the Award in accordance with the terms of the Plan, the Award Agreement or the Notice of Award, may be made available for reoffering under the Plan to any Participant, except to the extent that the availability of those Common Shares would cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3.

(b) No Fractional Common Shares. No fractional Common Shares will be issued, and the Committee will determine the manner in which the value of fractional Common Shares will be treated.

(c) Adjustment. In the event of any change in the Common Shares by reason of a merger, consolidation, reorganization, recapitalization, or similar transaction, including any transaction described under Section 424(a) of the Code, or in the event of a stock dividend, stock split, or distribution to shareholders (other than normal cash dividends), the Committee will have authority to adjust, in any manner that it deems equitable, the number and class of Common Shares that may be issued under this Plan, the number and class of Common Shares subject to outstanding Awards, the exercise price applicable to outstanding Awards, and the Fair Market Value of the Common Shares and other value determinations applicable to outstanding Awards, including as may be allowed or required under Section 424(a) of the Code.

5. Administration

(a) Committee. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) select the eligible employees who will receive Awards, (ii) grant Awards, (iii) determine the number and types of Awards to be granted to eligible employees,
(iv) determine the terms, conditions, vesting periods, and restrictions applicable to Awards, including timing and price, (v) adopt, alter, and repeal administrative rules and practices governing this Plan, (vi) interpret the terms and provisions of this Plan and any Awards granted under this Plan, including, where applicable, determining the method of valuing any Award and certifying as to the satisfaction of such Awards, (vii) prescribe the forms of any Notices of Award, Award Agreements, or other instruments relating to Awards, and (viii) otherwise supervise the administration of this Plan.

(b) Delegation. The Committee may delegate any of its authority to any other person or persons that it deems appropriate, provided the delegation does not cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3 or for the exemption from Section 162(m) of the Code for performance-based compensation.

(c) Decisions Final. All decisions by the Committee, and by any other Person or Persons to whom the Committee has delegated authority, to the extent permitted by law, will be final and binding on all Persons.

(d) No Liability. Neither the Committee nor any of its members shall be liable for any act taken by the Committee pursuant to the Plan. No member of the Committee shall be liable for the act of any other member.

6. Awards

(a) Grant of Awards. The Committee will determine the type or types of Awards to be granted to each Participant and will set forth in the related Notice of Award or Award Agreement the terms, conditions, vesting periods, and restrictions applicable to each Award. Awards may be granted singly or in combination or tandem with other Awards. Awards may also be granted in replacement of, or in substitution for, other awards granted by the Company, whether or not granted under this Plan; without limiting the foregoing, if a Participant pays all or part of the exercise price or taxes associated with an Award by the transfer of Common Shares or the surrender of all or part of an Award (including the Award being exercised), the Committee may, in its discretion, grant a new Award to replace the Common Shares that were transferred or the Award that was surrendered. The Company may assume obligations in respect of awards granted by any Person acquired by the Company or may grant Awards in replacement of, or in substitution for, any such awards.

(b) Types of Awards. Awards may include, but are not limited to, the following:

(i) Stock Appreciation Right -- means a right to receive a payment, in cash or Common Shares, equal to the excess of (A) the Fair Market Value, or other specified valuation, of a specified number of Common Shares on the date the right is exercised over (B) the Fair Market Value, or other specified valuation, of such Common Shares on the date the right is granted, all as determined by the Committee. The right may be conditioned upon the occurrence of certain events, such as a Change in Control of the Company, or may be unconditional, as determined by the Committee.

(ii) Stock Award -- means an Award that is made in Common Shares, Restricted Stock, or Stock Equivalent Units or that is otherwise based on, or valued in whole or in part by reference to, the Common Shares. All or part of any Stock Award may be subject to conditions, restrictions, and risks of forfeiture, as and to the extent established by the Committee. Stock Awards may be based on the Fair Market Value of the Common Shares, or on other specified values or methods of valuation, as determined by the Committee.

(iii)Stock Option -- means a right to purchase a specified number of Common Shares, during a specified period, and at a specified exercise price, all as determined by the Committee. A Stock Option may be an Incentive Stock Option or a Stock Option that does not qualify as an Incentive Stock Option. In addition to the terms, conditions, vesting periods, and restrictions established by the Committee, Incentive Stock Options must comply with the requirements of Section 422 of the Code. The exercise price of a Stock Option that does not qualify as an Incentive Stock Option may be more or less than the Fair Market Value of the Common Shares on the date the Stock Option is granted.

(iv) Cash Award -- An Award denominated in cash. All or part of any Cash Award may be subject to conditions established by the Committee, including but not limited to future service with the Company or the achievement of specific performance objectives.

(c) Limits on Awards. The maximum aggregate number of Common Shares (i) for which Stock Options may be granted, and (ii) with respect to which Stock Appreciation Rights may be granted, to any particular employee during any calendar year during the term of this Plan is 200,000 Common Shares, subject to adjustment in accordance with Section 4(c).

7. Deferral of Payment

With the approval of the Committee, the delivery of the Common Shares, cash, or any combination thereof subject to an Award may be deferred, either in the form of installments or a single future delivery. The Committee may also permit selected Participants to defer the receipt of some or all of their Awards, as well as other compensation, in accordance with procedures established by the Committee to assure that the recognition of taxable income is deferred under the Code. Deferred amounts may, to the extent permitted by the Committee, be credited as cash or Stock Equivalent Units. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents on Stock Equivalent Units.

8. Payment of Exercise Price

The exercise price of a Stock Option (other than an Incentive Stock Option) and any Stock Award for which the Committee has established an exercise price may be paid in cash, by the transfer of Common Shares, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods, as and to the extent permitted by the Committee. The exercise price of an Incentive Stock Option may be paid in cash, by the transfer of Common Shares, or by a combination of these methods, as and to the extent permitted by the Committee but may not be paid by the surrender of all or part of an Award. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of this Plan.

In the event Common Shares that are Restricted Stock are used to pay the exercise price of a Stock Award, that number of the Common Shares issued upon the exercise of the Award equal to the number of Common Shares that are Restricted Stock that have been used to pay the exercise price will be subject to the same restrictions as the Restricted Stock.

9. Taxes Associated with Award

Prior to the payment of an Award or upon the exercise or release thereof, the Company may withhold, or require a Participant to remit to the Company, an amount sufficient to pay any Federal, state, and local taxes associated with the Award. The Committee may, in its discretion and subject to such rules as the Committee may adopt, permit a Participant to pay any or all taxes associated with the Award (other than an Incentive Stock Option) in cash, by the transfer of Common Shares, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods. The Committee may permit a Participant to pay any or all taxes associated with an Incentive Stock Option in cash, by the transfer of Common Shares, or by a combination of these methods or by any other method which does not disqualify the option as an Incentive Stock Option under applicable provisions of the Code.

10. Termination of Employment

If the employment of a Participant terminates for any reason, all unexercised, deferred, and unpaid Awards may be exercisable or paid only in accordance with rules established by the Committee or as specified in the particular Award Agreement or Notice of Award. Such rules may provide, as the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of the Awards.

11. Termination of Awards Under Certain Conditions

The Committee may cancel any unexpired, unpaid, or deferred Awards at any time if the Participant is not in compliance with all applicable provisions of this Plan or with any Notice of Award or Award Agreement or if the Participant, without the prior written consent of the Company, engages in any of the following activities:

(i) Renders services for an organization, or engages in a business, that is, in the judgment of the Committee, in competition with the Company.

(ii) Discloses to anyone outside of the Company, or uses for any purpose other than the Company's business any confidential information or material relating to the Company, whether acquired by the Participant during or after employment with the Company, in a fashion or with a result that the Committee, in its judgment, deems is or may be injurious to the best interests of the Company.

The Committee may, in its discretion and as a condition to the exercise of an Award, require a Participant to acknowledge in writing that he or she is in compliance with all applicable provisions of this Plan and of any Notice of Award or Award Agreement and has not engaged in any activities referred to in clauses (i) and (ii) above.

12. Change in Control

In the event of a Change in Control of the Company, unless and to the extent otherwise determined by the Board of Directors, (i) all Stock Appreciation Rights and Stock Options then outstanding will become fully exercisable as of the date of the Change in Control, (ii) all restrictions and conditions applicable to Restricted Stock and other Stock Awards will be deemed to have been satisfied as of the date of the Change in Control, and (iii) all Cash Awards will be deemed to have been fully earned as of the date of the Change in Control. Any such determination by the Board of Directors that is made after the occurrence of a Change in Control will not be effective unless a majority of the Directors then in office are Continuing Directors and the determination is approved by a majority of the Continuing Directors.

13. Amendment, Suspension, or Termination of this Plan; Amendment of Outstanding Awards

(a) Amendment, Suspension, or Termination of this Plan. The Board of Directors may amend, suspend, or terminate this Plan at any time; provided, however, that in no event, without the approval of the Company's shareholders, shall any action of the Committee or the Board of Directors result in:

(i) Increasing, except as provided in Section 4(c) hereof, the maximum number of Common Shares that may be subject to Awards granted under the Plan;

(ii) Making any change which would cause any option granted under the Plan as an Incentive Stock Option not to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code; or

(iii)Making any change which would eliminate the exemption provided by Rule 16b-3 for this Plan and for Awards granted under this Plan.

(b) Amendment of Outstanding Awards. The Committee may, in its discretion, amend the terms of any Award, prospectively or retroactively, but no such amendment may impair the rights of any Participant without his or her consent. The Committee may, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Award.

14. Awards to Foreign Nationals and Employees Outside the United States

To the extent that the Committee deems appropriate to comply with foreign law or practice and to further the purpose of this Plan, the Committee may, without amending this Plan, (i) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those established under this Plan, and (ii) grant Awards to such Participants in accordance with those rules.

15. Nonassignability

Unless otherwise determined by the Committee, (i) no award granted under the Plan may be transferred or assigned by the Participant to whom it is granted other than by will, pursuant to the laws of descent and distribution, and (ii) an Award granted under this Plan may be exercised, during the Participant's lifetime, only by the Participant or by the Participant's guardian or legal representative; except that, no Incentive Stock Option may be transferred or assigned pursuant to a qualified domestic relations order or exercised, during the Participant's lifetime, by the Participant's guardian or legal representative.

16. Governing Law

The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise governed by the Code or the securities laws of the United States, be governed by the laws of the State of Ohio.

17. No Rights as Employees/Shareholders

Nothing in the Plan or in any Award Agreement or Notice of Award shall confer upon any Participant any right to continue in the employ of the Company or an Affiliate, or to serve as a member of the Board of Directors or to be entitled to receive any remuneration or benefits not set forth in the Plan or such Award Agreement or Notice of Award, or to interfere with or limit either the right of the Company or an Affiliate to terminate the employment of such Participant at any time or the right of the shareholders of the Company to remove him or her as a member of the Board of Directors with or without cause. Nothing contained in the Plan or in any Award Agreement or Notice of Award shall be construed as entitling any Participant to any rights of a shareholder as a result of the grant of an Award until such time as Common Shares are actually issued to such Participant pursuant to the exercise of a Stock Option, Stock Appreciation Right or other Stock Award.

18. Effective and Termination Dates

(a) Effective Date. This Plan was approved by the Board of Directors on January 28, 1994 and becomes effective upon adoption by the affirmative vote of the holders of a majority of the voting power of the Company represented by the Class A and Class B Common Shares, represented in person or by proxy, at any annual or special meeting of shareholders at which a quorum is present. The Plan shall be deemed to be adopted on the date of such shareholder meeting.

(b) Termination Date. This Plan will continue in effect until midnight on May 23, 2004; provided, however, that Awards granted on or before that date may extend beyond that date and restrictions and other terms and conditions imposed on Restricted Stock or any other Award granted on or before that date may extend beyond such date.

IN WITNESS WHEREOF, the undersigned by its duly authorized officer, has hereunto set forth its signatures as of the effective date of the Plan.

INVACARE CORPORATION

By: /s/ A.M. Mixon
--------------------------------------------
A.M. Mixon, Chairman, Chief Executive Officer and
President


By: /s/ Thomas R. Miklich
 -------------------------------------------
Thomas R. Miklich, Chief Financial Officer and
Treasurer

Exhibit 10(f)

INVACARE CORPORATION

Note Purchase Agreement

DATED AS OF FEBRUARY 27, 1998

         4.1      Representations and Warranties.............................  2
         4.2      Performance; No Default....................................  2
         4.3      Compliance Certificates....................................  3
         4.4      Opinions of Counsel........................................  3
         4.5      Purchase Permitted By Applicable Law, etc..................  3
         4.6      Sale of Other Notes........................................  4
         4.7      Payment of Special Counsel Fees............................  4
         4.8      Private Placement Numbers..................................  4
         4.9      Changes in Structure.......................................  4
         4.10     Proceedings and Documents..................................  4

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................  4
         5.1      Organization; Power and Authority..........................  4
         5.2      Authorization, etc.........................................  5
         5.3      Disclosure.................................................  5
         5.4      Organization and Ownership of Shares of Subsidiaries;
                    Affiliates...............................................  6
         5.5      Financial Statements.......................................  6
         5.6      Compliance with Laws, Other Instruments, etc...............  7
         5.7      Governmental Authorizations, etc...........................  7
         5.8      Litigation; Observance of Agreements, Statutes and Orders..  7
         5.9      Taxes......................................................  8
         5.10     Title to Property; Leases..................................  8
         5.11     Licenses, Permits, etc.....................................  8
         5.12     Pension Plans..............................................  9
         5.13     Private Offering by the Company............................ 10
         5.14     Use of Proceeds; Margin Regulations........................ 10
         5.15     Existing Debt; Future Liens................................ 10
         5.16     Foreign Assets Control Regulations, etc.................... 11
         5.17     Status under Certain Statutes.............................. 11
         5.18     Environmental Matters...................................... 11

6. REPRESENTATIONS OF THE PURCHASER.................................... 12
6.1 Purchase for Investment.................................... 12
6.2 Source of Funds............................................ 12

7. INFORMATION AS TO COMPANY........................................... 13
7.1 Financial and Business Information......................... 13

8.1      Required Prepayments....................................... 17
8.2      Optional Prepayments of Notes with Make-Whole Amount....... 17
8.3      Allocation of Note Partial Prepayments..................... 18
8.4      Notes; Maturity; Surrender, etc............................ 18
8.5      Purchase of Notes.......................................... 19
8.6      Offer to Prepay upon Change in Control, etc................ 19
8.7      Make-Whole Amount.......................................... 21

9. INTEREST ON THE NOTES............................................... 22
9.1 Series A Notes............................................. 22
9.2 Series B Notes............................................. 22

10. AFFIRMATIVE COVENANTS............................................... 22

         10.1     Compliance with Law........................................ 23
         10.2     Insurance.................................................. 23
         10.3     Maintenance of Properties.................................. 23
         10.4     Payment of Taxes and Claims................................ 23
         10.5     Corporate Existence, etc................................... 24
         10.6     Pari Passu Obligations..................................... 24

11.      NEGATIVE COVENANTS.................................................. 24
         11.1     Transactions with Affiliates............................... 24
         11.2     Merger, Consolidation, etc................................. 24
         11.3     Maximum Amount of Consolidated Debt........................ 25
         11.4     Incurrence of Priority Debt................................ 26
         11.5     Consolidated Net Worth..................................... 26
         11.6     Liens...................................................... 27
         11.7     Sale of Assets, etc........................................ 30
         11.8     Line of Business........................................... 32

12. EVENTS OF DEFAULT................................................... 32

13. REMEDIES ON DEFAULT, ETC............................................ 34

13.1     Acceleration............................................... 34
13.2     Other Remedies............................................. 35
13.3     Rescission................................................. 35
13.4     No Waivers or Election of Remedies, Expenses, etc.......... 36

14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES....................... 36
14.1 Registration of Notes...................................... 36

TABLE OF CONTENTS (cont.)

14.2 Transfer and Exchange of Notes............................. 36
14.3 Replacement of Notes....................................... 37

15. PAYMENTS ON NOTES................................................... 37
15.1 Place of Payment........................................... 37
15.2 Home Office Payment........................................ 37

16. EXPENSES, ETC....................................................... 38
16.1 Transaction Expenses....................................... 38
16.2 Survival................................................... 38

17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT........ 38

18. AMENDMENT AND WAIVER................................................ 39

         18.1     Requirements............................................... 39
         18.2     Solicitation of Holders of Notes........................... 39
         18.3     Binding Effect, etc........................................ 39
         18.4     Notes held by Company, etc................................. 40

19.      NOTICES............................................................. 40

20. REPRODUCTION OF DOCUMENTS........................................... 40

21. CONFIDENTIAL INFORMATION............................................ 41

22. SUBSTITUTION OF PURCHASER........................................... 42

23. ADDITIONAL NOTE PROVISIONS.......................................... 43

24. MISCELLANEOUS....................................................... 43

24.1     Successors and Assigns..................................... 43
24.2     Payments Due on Non-Business Days.......................... 43
24.3     Severability............................................... 43
24.4     Construction............................................... 43
24.5     Counterparts............................................... 43
24.6     Governing Law.............................................. 44

SCHEDULE A        --       Information Relating to Purchasers

SCHEDULE B        --       Defined Terms

SCHEDULE C        --       Payment Instructions at Closing

SCHEDULE 4.9      --       Changes in Corporate Structure

SCHEDULE 5.3      --       Disclosure Materials

SCHEDULE 5.4      --       Ownership of the Company; Affiliates

SCHEDULE 5.5      --       Financial Statements

SCHEDULE 5.8      --       Certain Litigation

SCHEDULE 5.11     --       Licenses, Permits, etc.

SCHEDULE 5.12(g)  --       Certain Pension Plans

SCHEDULE 5.14     --       Use of Proceeds; Margin Stock

SCHEDULE 5.15     --       Existing Indebtedness

SCHEDULE 11.6     --       Existing Liens

SCHEDULE B-C      --       Competitors

SCHEDULE B-MT     --       Management Team

EXHIBIT 1A        --       Form of 6.71% Series A Senior Note due
                               February 27, 2008

EXHIBIT 1B        --       Form of 6.60% Series B Senior Note due
                               February 27, 2005

EXHIBIT 4.4(a)    --       Form of Opinion of General Counsel of the
                               Company

EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel for the Company

INVACARE CORPORATION
One Invacare Way
Elyria, Ohio 44035

$80,000,000 6.71% SERIES A SENIOR NOTES DUE FEBRUARY 27, 2008
$20,000,000 6.60% SERIES B SENIOR NOTES DUE FEBRUARY 27, 2005

Dated as of February 27, 1998

[Separately addressed to each of
the Purchasers identified on Schedule A]

Ladies and Gentlemen:

INVACARE CORPORATION, an Ohio corporation (together with its permitted successors, the "Company"), hereby agrees with you as follows:

1. AUTHORIZATION OF NOTES

The Company will authorize the issue and sale of

(a) $80,000,000 aggregate principal amount of its 6.71% Series A Senior Notes due February 27, 2008 (the "Series A Notes") and

(b) $20,000,000 aggregate principal amount of its 6.60% Series B Senior Notes due February 27, 2005 (the "Series B Notes").

The term "Series A Notes" as used in this Agreement shall include each Series A Note delivered pursuant to this Agreement and the Other Agreements (as hereinafter defined) and any such notes issued in substitution therefor pursuant to Section 14 of this Agreement or the Other Agreements, and the term "Series B Notes" as used in this Agreement shall include each Series B Note delivered pursuant to this Agreement and the Other Agreements and any such notes issued in substitution therefor pursuant to Section 14 of this Agreement or the Other Agreements. The term "Notes" as used in this Agreement shall include each Series A Note and each Series B Note. The Series A Notes and the Series B Notes shall be substantially in the forms set out in Exhibits 1A and 1B, respectively, with such changes therefrom, if any, as may be approved by you, the Other Purchasers (as hereinafter defined) and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

2. SALE AND PURCHASE OF NOTES

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the Series specified below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

3. CLOSING

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Chapman and Cutler, at 10:00 a.m., local time, at a closing (the "Closing") on March 4, 1998 or on such other Business Day thereafter as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes of the Series to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as you may request), dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company as indicated on Schedule C. If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2 Performance; No Default

The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and, after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14 ) no Default or Event of Default shall have occurred and be

continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 11.1 through 11.3 or Sections 11.5 through 11.8 had such Sections applied since such date and, with respect to Section 11.4, a Subsidiary shall be able to borrow at least One Dollar of Debt under said Section 11.4 as of the date of Closing.

4.3 Compliance Certificates

(a) Officer's Certificates. The Company shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Section 4.1, Section 4.2 and Section 4.9 have been fulfilled.

(b) Secretary's Certificates. The Company shall have delivered to you a certificate of its Secretary or one of its Assistant Secretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.

4.4 Opinions of Counsel

You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing,

(a) from Thomas R. Miklich, General Counsel of the Company, substantially in the form set out in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to you),

(b) from Hebb & Gitlin, special counsel for the Company, substantially in the form set out in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to you) and

(c) from Chapman and Cutler, your special counsel in connection with the transactions contemplated hereby.

4.5 Purchase Permitted By Applicable Law, etc.

On the date of the Closing your purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation G, T or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date of your execution and delivery of this Agreement. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

4.6 Sale of Other Notes

Contemporaneously with the Closing the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing, as specified in Schedule A.

4.7 Payment of Special Counsel Fees

Without limiting the provisions of Section 16.1, the Company shall have paid on or before the Closing, the fees, charges and disbursements of your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of the Closing.

4.8 Private Placement Numbers

A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of the Notes.

4.9 Changes in Structure

Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10 Proceedings and Documents

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to you, as of the date of this Agreement, that:

5.1 Organization; Power and Authority

The Company is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this

Agreement, the Other Agreements and the Notes and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

This Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in respect of specific performance).

5.3 Disclosure

(a) The Company, through the Placement Agents, has delivered to you and each Other Purchaser a copy of a Confidential Private Placement Memorandum, dated January 1998 (the "Memorandum"), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or other writings delivered to you by or on behalf of the Company in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (taken as a whole) not misleading in light of the circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5, since December 31, 1996, there has been no change in the financial condition, operations, business, properties or prospects of the Company and its Subsidiaries except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to a Senior Financial Officer that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby, provided that no representation is made as to general economic conditions.

(b) The material assumptions used in the preparation of the projected information with respect to the Company and its Subsidiaries included in the Memorandum, taken as a whole, were made in good faith, were believed to be reasonable when made and the Company believes such assumptions continue to be reasonable. All material assumptions and principles of accounting on which such projections were based are disclosed therein. Such projections were prepared in good faith, have a reasonable basis and represent the good faith opinion of the Company as to the projected results of the operations of the Company and its Subsidiaries after giving effect to the transactions contemplated hereby. The estimates of future performance and financial condition set

forth in such projections, taken as a whole, are, in the Company's opinion, reasonable; however, actual events or results may differ materially from such estimates. There is no fact known to a Senior Financial Officer that has occurred since the preparation of such projections that could materially affect such projections, except such facts that the Memorandum or other written statements delivered to you disclose have occurred or may occur.

5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

5.5 Financial Statements

The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except

as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this Agreement and the Notes will not

(a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, bylaws or other constitutive document, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected,

(b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary, or

(c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

5.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

5.8 Litigation; Observance of Agreements, Statutes and Orders

(a) Except as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9 Taxes

The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or any Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 1994.

5.10 Title to Property; Leases

The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11 Licenses, Permits, etc.

Except as disclosed in Schedule 5.11,

(a) to the best knowledge of the Company, the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Company, no product or practice of the Company or any Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any Subsidiary with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

5.12 Pension Plans

(a) The Company and each ERISA Affiliate have operated and administered each Plan (other than any Multiemployer Plan) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability in the nature of a penalty, excise tax or fine pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans subject to Title IV of ERISA (other than Multiemployer Plans), determined as of the end of each such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $10,000,000 in the case of any single Plan and by more than $10,000,000 in the aggregate for all Plans. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The unfunded expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.

(f) All Non-US Pension Plans have been established, operated, administered and maintained in material compliance with all laws, regulations and orders applicable thereto, except where any failure to

so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except where they could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all premiums, contributions and any other amounts required to be paid pursuant to applicable Non-US Pension Plan documents or applicable laws governing such Non-US Pension Plans have been paid or accrued as required.

(g) The Multiemployer Plans in respect of which the Company or any ERISA Affiliate makes contributions or has any liability or obligation are set forth on Schedule 5.12(g). The Plans constituting "defined benefit plans" (as defined in section (3)(35) of ERISA) are set forth on Schedule 5.12(g).

5.13 Private Offering by the Company

Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 77 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act.

5.14 Use of Proceeds; Margin Regulations

The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.14. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation G of the Board of Governors of the Federal Reserve System (12 CFR 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation G.

5.15 Existing Debt; Future Liens

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Debt of the Company and its Subsidiaries as of December 31, 1997, since which date there has been no material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company and its Subsidiaries except as described in Schedule 5.15. Neither the Company nor any of its Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or such Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and

payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 11.6.

5.16 Foreign Assets Control Regulations, etc.

Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

5.17 Status under Certain Statutes

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

5.18 Environmental Matters

Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing,

(a) neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner contrary to any Environmental Laws and has not transported or disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance

with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

REPRESENTATIONS OF THE PURCHASER

6.1 Purchase for Investment

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds (or commingled pension trust funds) or for the account of one or more "accredited investors" within the meaning of Regulation D under the Securities Act for whom you are acting as investment manager, agent or investment adviser, and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2 Source of Funds

You represent that at least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an "insurance company general account" as defined in Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (60 FR 35925, July 12, 1995) and in respect thereof you represent that there is no "employee benefit plan" (as defined in section 3(3) of ERISA and section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile; or

(b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed

to the Company in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer, affiliate of such employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) (i) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), (ii) no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, (iii) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (iv) the identity of such QPAM and the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

(e) the Source is a governmental plan; or

(f) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (f); or

(g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

INFORMATION AS TO COMPANY

7.1 Financial and Business Information

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements -- within 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of earnings and cash flows for the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in the case of the consolidated statements of earnings and cash flows in comparative form the figures for the corresponding periods in the previous fiscal year of the Company and in the case of the consolidated balance sheet in comparative form the figures for the then most recently completed Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this
Section 7.1(a);

(b) Annual Statements -- within 90 days after the end of each fiscal year of the Company, duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of earnings, shareholders' equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied

(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and the consolidated results of their operations and cash flows in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) by a certificate of such accountants stating that in making the examination necessary for their opinion they obtained no knowledge of a Default or an Event of Default, or, if they are aware that any such Default or Event of Default then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit),

provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

(c) SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and (iii) all other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d) Notice of Default or Event of Default -- promptly, and in any event within 5 days after a Responsible Officer becomes aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section
12(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within 10 days after a Senior Financial Officer becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date of the Closing; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations under this Agreement, the Other Agreements and the Notes as from time to time may be reasonably requested by any such holder of Notes.

7.2 Officer's Certificate

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a) Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 11.2 through Section 11.7, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) Event of Default -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

7.3 Inspection

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its

independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default -- if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

PREPAYMENT OF THE NOTES

8.1 Required Prepayments

(a) Series A Notes. There shall be no scheduled principal prepayments on account of the Series A Notes. The unpaid principal amount of each Series A Note, together with accrued unpaid interest thereon, shall be due and payable on February 27, 2008.

(b) Series B Notes. There shall be no scheduled principal prepayments on account of the Series B Notes. The unpaid principal amount of each Series B Note, together with accrued unpaid interest thereon, shall be due and payable on February 27, 2005.

8.2 Optional Prepayments of Notes with Make-Whole Amount

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, on a pro rata basis in respect of all Notes outstanding at such time, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid and accrued interest thereon to the date of prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to the principal amount of Notes being so prepaid. The Company will give each holder of Notes to be prepaid under this Section 8.2 written notice of such optional prepayment not less than 30 days and not more than 60 days prior to the date fixed for such prepayment (which shall be a Business Day). Each such notice shall specify such date, the aggregate principal amount and the Series of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of a Note to be optionally prepaid under this Section 8.2 a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount in respect of such Notes as of the

specified prepayment date. For the purposes of avoidance of doubt, the Company may effect multiple partial prepayments of the Notes pursuant to, and in accordance with the terms of, this Section 8.2 and all optional prepayments under this Section 8.2 shall be on a pro rata basis in respect of all Notes of both Series.

8.3 Allocation of Note Partial Prepayments

In the case of each partial prepayment of Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. All partial prepayments made pursuant to any Debt Offered Prepayment Application or pursuant to Section 8.6 with respect to a Change in Control shall be applied only to the Notes of the holders who have elected to participate in such prepayment.

8.4 Notes; Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each such Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Any Debt Offered Prepayment Application in respect of the Notes shall be on terms as set forth in Section 8.2 (other than any requirement in said
Section requiring a minimum prepayment amount or any requirement in said Section that is inconsistent with a requirement in this Section 8.4) and this Section 8.4, provided that only those holders who shall have accepted any offer in respect of such Debt Offered Prepayment Application shall have their Notes prepaid, in whole or part, in connection therewith. Each notice of a Debt Offered Prepayment Application made to the holders of Notes shall be in writing, shall be executed by a Senior Financial Officer, shall reasonably identify the property being Transferred, the portion of the Net Proceeds Amount in respect of such Transferred property being utilized in connection with such Debt Offered Prepayment Application and all other Senior Debt being made subject to such Debt Offered Prepayment Application, shall calculate the Ratable Portion in respect of each holder of Notes with respect to such Net Proceeds Amount and shall specify the date on which such Debt Offered Prepayment Application will be effected, which date will be not less than 35 days and not more than 90 days after the date of notice. To accept or reject a Debt Offered Prepayment Application, a holder of Notes shall cause a written notice of such acceptance or rejection to be delivered to the Company not later than 30 days after the date on which such notice is delivered to such holder. A failure by any holder of Notes to respond in writing to a notice of a Debt Offered Prepayment Application by the deadline set forth above shall be deemed to constitute an acceptance of the same. If a Debt Offered Prepayment Application is accepted or is deemed to have been accepted, the amounts payable in respect thereof shall become due and payable on the date set therefor in the notice in respect thereof.

Any prepayment of Notes in respect of a Change in Control under Section 8.6 shall be on terms as set forth in said Section 8.6, provided that only those holders who shall have accepted the offer under said Section 8.6 shall have their Notes prepaid in whole in connection therewith.

8.5 Purchase of Notes

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes (including, without limitation, any prepayment of the Notes contemplated in connection with a Debt Offered Prepayment Application or a Change in Control accepted by any holder of Notes). The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.6 Offer to Prepay upon Change in Control, etc.

(a) Notice and Offer. In the event of either

(i) a Change in Control, or

(ii) the obtaining of actual knowledge of a Control Event by a Senior Financial Officer,

the Company will, within five Business Days of the occurrence of either of such events, give written notice of such Change in Control or Control Event to each holder of Notes by facsimile transmission and, simultaneously with the sending of such facsimile notice, send a copy of such notice to each such holder via an overnight courier of national reputation. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay all, but not less than all, the Notes held by such holder on a date specified in such notice (the "Control Prepayment Date") that is not less than 60 days and not more than 90 days after the date of such notice, provided that, in the case of a Control Event that does not give rise to a Change in Control, such notice shall be null and void and in the case of a Control Event that does give rise to a Change in Control which shall occur more than 90 days following the date the written notice required by this Section 8.6(a) must be given, the Control Prepayment Date may be delayed by the Company to a date not later than the date on which the Change in Control arising from such Control Event shall actually be consummated or finalized. If the Control Prepayment Date shall not be specified in such notice, the Control Prepayment Date shall be the 60th day after the date of such notice; it being understood by the parties hereto, for purposes of the avoidance of doubt, that any such notice shall be dated the date on which it is first given to the holders of Notes and that all notices to all holders of Notes shall bear the same date.

If the Company shall not have received a written response to such written notice from any holder of Notes within 10 days after the date of the facsimile transmission of such notice to such holder, the

Company shall use its best efforts to send a second written notice via an overnight courier of national reputation to such holder of Notes but shall be under no obligation to do so.

(b) Acceptance and Payment; Acceptance.

(i) Acceptance and Payment. To accept or reject such offered prepayment, a holder of Notes shall cause a notice of such acceptance or rejection to be delivered to the Company not later than 30 days after the date of the notice constituting such offered prepayment (which, if there shall have been two written notices, shall be deemed to be the first written notice). If so accepted, such offered prepayment in respect of such principal amount of such Notes shall be due and payable on the Control Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of the Notes held by holders having accepted such offer, together with interest on the Notes then being prepaid accrued to the Control Prepayment Date and the Make-Whole Amount in respect thereof, if any. Two Business Days preceding the Control Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount due in connection with such prepayment and setting forth the details of the computation of such amount.

(ii) Acceptance. A failure by any holder of Notes to respond in writing to all written offers of prepayment referred to in Section 8.6(b) by the deadlines set forth therein shall be deemed to constitute an acceptance of such offer by such holder.

(c) Officer's Certificate. Each offer to prepay the Notes pursuant to this Section 8.6 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying:

(i) the Control Prepayment Date;

(ii) that such offer is being made pursuant to this
Section 8.6 and that failure by a holder to respond to such offer by the deadlines as established by this Section 8.6 shall result in such offer to such holder being deemed accepted;

(iii) the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation;

(iv) the interest that would be due on each such Note offered to be prepaid, accrued to the date fixed for payment;

(v) that the conditions of this Section 8.6 have been fulfilled; and

(vi) in reasonable detail, a description of the nature and date or proposed date of the Change in Control.

(d) Cancellation of Notes. Any Note acquired by the Company under this Section 8.6 shall be cancelled and shall not be reissued.

8.7 Make-Whole Amount

The term "Make-Whole Amount" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the avoidance of doubt, the Company and you agree that the determination of Reinvestment Yield and Remaining Average Life in respect of Notes of each Series will be different and will result in different Make-Whole Amounts in respect of the Notes of each Series.

For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

"Called Principal" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to
Section 8.2 or Section 8.6 or has become or is declared to be immediately due and payable pursuant to Section 13.1, as the context requires.

"Discounted Value" means, with respect to the Called Principal of any Note, the amount obtained by discounting the amount of such Called Principal and interest payable in respect thereof from, in the case of the Called Principal, the maturity date in respect of such Note to the Settlement Date and, in the case of such interest, the scheduled dates of payment hereunder in respect thereof to the Settlement Date, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of any Note, the sum of (a) 0.50% per annum plus (b) the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page U.S.D." of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in the U.S. Treasury securities) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (1) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial

practice and (2) interpolating linearly between (A) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (B) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.

"Remaining Average Life" means, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the maturity date of the Note in respect thereof.

"Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.6 or has become or is declared to be immediately due and payable pursuant to Section 13.1, as the context requires.

INTEREST ON THE NOTES

9.1 Series A Notes

Interest shall accrue on the unpaid principal balance of the Series A Notes on the basis of a 360-day year of twelve 30-day months at the rate of 6.71% per annum and shall be payable, in arrears, semiannually on February 27 and August 27 in each year, commencing on August 27, 1998, until the principal amount of the Series A Notes in respect of which such interest shall have accrued shall become due and payable, and interest shall accrue on any overdue principal (including any overdue prepayment of principal), Make-Whole Amount, if any, and (to the extent permitted by applicable law) on any overdue installment of interest on the Series A Notes at a rate equal to the Series A Default Rate.

9.2 Series B Notes

Interest shall accrue on the unpaid principal balance of the Series B Notes on the basis of a 360-day year of twelve 30-day months at the rate of 6.60% per annum and shall be payable, in arrears, semiannually on February 27 and August 27 in each year, commencing on August 27, 1998, until the principal amount of the Series B Notes in respect of which such interest shall have accrued shall become due and payable, and interest shall accrue on any overdue principal (including any overdue prepayment of principal), Make-Whole Amount, if any, and (to the extent permitted by applicable law) on any overdue installment of interest on the Series B Notes at a rate equal to the Series B Default Rate.

10. AFFIRMATIVE COVENANTS

The Company covenants that so long as any of the Notes are outstanding:

10.1 Compliance with Law

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

10.2 Insurance

The Company will and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance, self-insurance and insurance provided by captive insurance companies, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

10.3 Maintenance of Properties

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

10.4 Payment of Taxes and Claims

The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary (including, without limitation, mechanic's liens or other similar construction liens), provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes and

assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

10.5 Corporate Existence, etc.

The Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Section 11.2 and Section 11.7, the Company will at all times preserve and keep in full force and effect the corporate or other entity existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

10.6 Pari Passu Obligations

The Company covenants that its obligations under the Notes and under this Agreement and the Other Agreements do and will rank at least pari passu in right of payment with all of its present and future unsecured and unsubordinated indebtedness, except for those obligations that are mandatorily preferred by law.

11 NEGATIVE COVENANTS

The Company covenants that so long as any of the Notes are outstanding:

11.1 Transactions with Affiliates

The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or a Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

11.2 Merger, Consolidation, etc

The Company will not and will not permit any of its Subsidiaries to consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person (except that (x) any Subsidiary may consolidate, amalgamate or merge with or into, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Company or any Wholly-Owned Subsidiary and (y) any Subsidiary may transfer or lease all or substantially all of its assets if permitted pursuant to Sections 11.7(d) or (e)), provided that the foregoing restrictions do not apply to the consolidation, amalgamation or merger of the Company with or into, or the conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as:

(i) the successor formed by such consolidation or amalgamation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the "Successor Company"), shall be a solvent corporation organized and existing under the laws of the United States of America or any State thereof (including, without limitation, the District of Columbia);

(ii) if the Company is not the Successor Company, such Successor Company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of each covenant and condition of this Agreement, the Other Agreements and the Notes and shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption have been duly authorized, executed and delivered and are enforceable in accordance with their terms and comply with the terms hereof; and

(iii) immediately before and after giving effect to such transaction no Default or Event of Default would exist.

11.3 Maximum Amount of Consolidated Debt

The Company will not at any time during the applicable periods set forth below permit Consolidated Debt, determined at such time, to exceed the percentage of Consolidated Total Capitalization, determined at such time, that is set forth below and corresponds to the applicable period:

=========================================================== ========================================================
                 Applicable Time Periods                              Maximum Amount of Consolidated Debt
=========================================================== ========================================================
From and including the date of Closing to (but excluding)        68% of  Consolidated Total Capitalization
the first anniversary of the date of Closing
=========================================================== ========================================================
From and including  the first anniversary  date of Closing       67% of  Consolidated Total  Capitalization
to (but excluding) the second anniversary of the date of
Closing
=========================================================== ========================================================
From and including the second anniversary date of Closing        66% of  Consolidated Total  Capitalization
to (but  excluding) the third anniversary of the date of
Closing
=========================================================== ========================================================
From and after the third  anniversary of the date of             65% of  Consolidated  TotalCapitalization.
Closing
=========================================================== ========================================================

11.4 Incurrence of Priority Debt

The Company will not and will not permit any of its Subsidiaries to directly or indirectly create, incur, assume, guarantee, or otherwise become liable in respect of

(a) in the case of the Company, any Debt to be incurred after the date of the Closing and secured by Liens permitted pursuant to clause (h), (i), (j) or (k) of Section 11.6, or

(b) in the case of any Subsidiary, any Debt to be incurred by such Subsidiary after the date of the Closing,

unless, after giving effect to the incurrence of such Debt and the application of the proceeds thereof,

(i) no Default or Event of Default would exist and

(ii) the aggregate principal amount (without duplication) of

(A) all Debt of the Company then outstanding secured by Liens permitted pursuant to clauses (e), (h), (i), (j) or
(k) of Section 11.6 (excluding, in any case, any such Debt owing to a Subsidiary and excluding any duplication of Debt that may arise by virtue of the utilization of clause (j)) and

(B) all Consolidated Subsidiary Debt then outstanding

does not exceed 30% of Consolidated Net Worth, determined as of the last day of the most recently ended Fiscal Quarter.

For the purposes of this Section 11.4, any Person becoming a Subsidiary after the date of the Closing shall be deemed, at the time it becomes such a Subsidiary, to have incurred all of its then outstanding Debt. This Section 11.4 shall have no application to any Debt of a Subsidiary owing to the Company or a Subsidiary.

11.5 Consolidated Net Worth

The Company will not, at any time, permit Consolidated Net Worth to be less than the sum of

(i) $125,000,000, plus

(ii) an aggregate amount equal to 25% of Consolidated Net Earnings (but only if a positive number) for each completed Fiscal Year beginning with the Fiscal Year ending December 31, 1998.

11.6 Liens

The Company will not and will not permit any of its Subsidiaries to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom or assign or otherwise convey any right to receive such income or profits (unless it makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, such security to be pursuant to an agreement reasonably satisfactory to the Required Holders providing for such security (including an opinion of counsel to the Company to the effect that the holders of the Notes are so equally and ratably secured) and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property), provided that the foregoing restrictions and limitations shall not apply to:

(a) (i) Liens for taxes, assessments or other governmental charges (including ERISA Liens) the payment of which is not at the time required by Section 10.4, and

(ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, inventory suppliers and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due or the payment of which is not at the time required by Section 10.4;

(b) Liens

(i) arising from judicial attachments and judgments,

(ii) securing appeal bonds or supersedeas bonds, or

(iii) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or any other instrument serving a similar purpose),

provided that (1) the execution or other enforcement of such Liens is effectively stayed, (2) the claims secured thereby are being actively contested in good faith and by appropriate proceedings and (3) adequate book reserves shall have been established and maintained with respect thereto in accordance with GAAP;

(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than Capital Leases), performance bonds, purchase, construction or sales contracts, leases and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the

obtaining of advances or credit or the payment of the deferred purchase price of property, and which Liens do not, in the aggregate, materially impair the use of the property subject thereto in the operation of the business of the Company and the Subsidiaries, taken as a whole, or the value of such property for the purposes of such business;

(d) leases or subleases granted to others, easements, rights-of-way, restrictions, zoning restrictions, governmental restrictions in respect of any property or property right or franchise of the Company or any Subsidiary and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company and the Subsidiaries, taken as a whole, provided that such charges and encumbrances do not, in the aggregate, materially detract from the value of such property;

(e) Liens existing on the date of the Closing as set forth on Schedule 11.6;

(f) Liens on property or assets of the Company or any of its Subsidiaries securing Debt owing to the Company or any Subsidiary;

(g) Liens arising from the Transfer by ICC (or any other Subsidiary primarily responsible for providing credit to the customers of the Company and its Subsidiaries) of all or any of its receivables, whether with or without recourse to ICC, the Company or any other Subsidiary, which Liens shall extend solely to such receivables, the proceeds in respect thereof, receivables substituted therefor and books or records in respect thereof, provided that such Transfer is an arm's-length transaction, not accounted for under GAAP as a secured loan and, in the good faith opinion of a Senior Financial Officer, for fair value and in the best interests of the Company and the

Subsidiaries, taken as a whole, and provided further, that recourse to ICC, the Company or any other Subsidiary in connection with any such Transfer shall be limited to (i) liabilities arising from the breach of warranties made by ICC or such other Subsidiary in connection with such Transfer and (ii) an amount, with respect to any such Transfer and in addition to clause (i) above, not in excess of 30% of the proceeds of the disposition of the receivables so transferred in such Transfer;

(h) Liens created to secure all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price or cost of construction, of property (or any improvement thereon) acquired or constructed by the Company or any of its Subsidiaries, provided that all of the following conditions are satisfied:

(i) any such Lien shall extend solely to the item or items of such property (or improvement thereon) or proceeds thereof so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon) or which is real property being improved by such acquired or constructed property (or improvement thereon),

(ii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to such Person of the property (or improvement thereon) so acquired or constructed and (B) the Fair Market Value (as determined in good faith by the Board of Directors of the Company) of such property (or improvement thereon) at the time of such acquisition or construction,

(iii) any such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or construction of such property, and

(iv) at the time of creation, incurrence, assumption or guarantee of the Debt secured by such Lien and after giving effect thereto, no Default or Event of Default would exist;

(i) Liens existing on property of a Person immediately prior to its being consolidated or amalgamated with or merged into the Company or any Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Company or any Subsidiary at the time such property is so acquired (whether or not the Debt secured thereby shall have been assumed), provided that

(i) no such Lien shall have been created or assumed in contemplation of such consolidation, amalgamation or merger or such Person's becoming a Subsidiary or such acquisition of property,

(ii) each such Lien shall extend solely to the item or items of property so acquired and proceeds thereof and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property,

(iii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the Fair Market Value (as determined in good faith by the Board of Directors of the Company) of such property (or improvement thereon) at the time of such consolidation, merger, becoming a Subsidiary or acquisition, and

(iv) at the time of creation, incurrence, assumption or guarantee of the Debt secured by such Lien and after giving effect thereto, no Default or Event of Default would exist;

(j) Liens renewing, extending or replacing Liens permitted by clauses (e), (h) or (i) above, provided that all of the following conditions are satisfied:

(i) no such new Lien shall extend to any property of the Company or any of its Subsidiaries other than property already encumbered by the existing Lien being so renewed or replaced,

(ii) the principal amount of the underlying obligation secured by such existing Lien outstanding at the time of such renewal or replacement shall not be increased in

connection with such renewal or replacement and the average life thereof shall not be reduced, and

(iii) immediately after such extension, renewal or refunding no Default or Event of Default would exist;

(k) any Lien (other than a Lien permitted under clause (a) through clause (j) above) securing any Debt of the Company or any Subsidiary, which Debt, as of the date of the creation of such Lien, does not exceed the remainder of

(i) 30% of Consolidated Net Worth, determined as of the end of the most recently ended Fiscal Quarter, minus

(ii) the sum (without duplication) of (A) the aggregate principal amount of all Consolidated Subsidiary Debt outstanding as of the date of creation of such Lien plus (B) the total amount of Debt of the Company outstanding as of the date of creation of such Lien secured by Liens pursuant to clauses (e), (h), (i) or (j) of this Section 11.6 or pursuant to this clause (k) (excluding any duplication of Debt that may arise pursuant to the utilization of said clause (j)).

For the purposes of this Section 11.6, any Person becoming a Subsidiary after the date of the Closing shall be deemed, at the time it becomes such a Subsidiary, to have incurred all of its then existing Liens securing outstanding Debt.

11.7 Sale of Assets, etc

The Company will not and will not permit any of its Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if:

(a) the property that is the subject of such Transfer constitutes either (i) inventory or (ii) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company or any of its Subsidiaries or that is obsolete, and, in each case, such Transfer is in the ordinary course of business;

(b) such Transfer is (i) from a Subsidiary to the Company or a Wholly-Owned Subsidiary or (ii) from the Company to a Wholly-Owned Subsidiary, in each case, so long as immediately before and after giving effect to the consummation of any such Transfer, no Default or Event of Default would exist;

(c) such Transfer is subject to Section 11.2 and satisfies the requirements thereof;

(d) such Transfer is of receivables of ICC (or any other Subsidiary primarily responsible for providing credit to the customers of the Company and its Subsidiaries), whether with or without recourse to ICC, the Company or any other Subsidiary, provided that such Transfer is an arm's-length transaction, not accounted for under GAAP as a secured loan and, in the good faith opinion of a Senior Financial Officer, for fair value and in the best interests of the Company and the Subsidiaries, taken as a whole, and provided further, that recourse

to ICC, the Company or any other Subsidiary in connection with any such Transfer shall be limited to (i) liabilities arising from the breach of warranties made by ICC or such other Subsidiary in connection with any such Transfer and (ii) an amount, with respect to any such Transfer and in addition to clause (i) above, not in excess of 30% of the proceeds of the disposition of the receivables so transferred in such Transfer; or

(e) such Transfer is not a Transfer described in clause (a) through clause (d) above (each such Transfer is referred to as a "Basket Transfer"), and all of the following conditions shall have been satisfied with respect to such Transfer:

(i) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to that of the property exchanged, and is in the best interests of the Company and its Subsidiaries, taken as a whole,

(ii) immediately before and after giving effect to such transaction no Default or Event of Default would exist, and

(iii) immediately after giving effect to such Transfer, the book value of all property that was the subject of each Basket Transfer occurring after the date of Closing would not exceed 25% of Consolidated Total Assets as of the end of the then most recently ended Fiscal Quarter.

If the Net Proceeds Amount for any Basket Transfer is applied to a Debt Offered Prepayment Application and/or is applied to, or committed in writing to, a Property Reinvestment Application, in each case within 365 days after the consummation of such Transfer (and, in the case of any such commitment, such Property Reinvestment Application is actually consummated within 30 days after the expiration of such 365-day period), then such Basket Transfer, to the extent of such application or applications of such Net Proceeds Amount, shall be excluded from any calculations set forth above in subclause (iii) of this clause (e).

For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, the book value thereof shall be deemed to be an amount equal to

(A) the remainder (determined after eliminating all intra-company transactions, assets and liabilities in accordance with GAAP) of

(1) the book value of the total net assets of such Subsidiary less

(2) the liabilities of such Subsidiary times

(B) a percentage that is equal to the percentage of total equity interests of such Subsidiary attributable to the capital stock or other equity interest being so Transferred.

11.8 Line of Business

The Company will not and will not permit any of its Subsidiaries to engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of the Closing as described in the Memorandum.

.2. EVENTS OF DEFAULT

An "Event of Default" shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than 5 Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in any of Section 11.2 through Section 11.7, inclusive, or Section 7.1(d); or

(d) the Company defaults in the performance of or compliance with any term contained herein or in any Other Agreement (other than those referred to in paragraphs (a), (b) or (c) of this Section 12) and such default is not remedied within 30 days after the earlier of (i) a Senior Financial Officer obtaining actual knowledge of such default and
(ii) the Company's receiving written notice of such default from any holder of a Note (any such written notice to be identified as a "notice of default" and to refer specifically to this paragraph (d) of Section 12); or

(e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement, any Other Agreement or in any writing furnished in connection with the transactions contemplated hereby or thereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt (other than Debt under this Agreement, the Other Agreements and the Notes) after notice and beyond any period of grace provided with respect thereto, that individually or together with such other Debt as to which any such failure exists has an aggregate outstanding principal amount of at least $5,000,000 (or its equivalent in other applicable currencies), or

(ii) the Company or any Subsidiary is in default in the performance of or compliance with any other term of any evidence of any Debt (other than any term under this Agreement, the Other Agreements and the Notes), that individually or together with such other Debt as to which any such failure exists has an aggregate outstanding principal amount of at least $5,000,000 (or its equivalent in other applicable currencies), or of compliance of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or

(iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time, the right of the holder of Debt to convert such Debt into equity interests or in respect of any scheduled or contractually agreed upon payments),

(A) the Company or any Subsidiary has become obligated (other than at the Company's election) to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $5,000,000 (or its equivalent in other applicable currencies), or

(B) one or more Persons have the right to require the Company or any Subsidiary to purchase or repay such Debt and have exercised such right; or

(g) the Company or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company or any Material Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any Material Subsidiary or with respect to any substantial part of the property of the Company or any Material Subsidiary, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any Material Subsidiary, or any such petition shall be filed against the Company or any Material Subsidiary and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 (or its equivalent in other applicable currencies) are rendered against one or more of the Company and the Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code,

(ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,

(iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under all Plans subject to Title IV of ERISA, determined in accordance with Title IV of ERISA, shall exceed $10,000,000,

(iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability in the nature of a penalty, excise tax or fine pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,

(v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or

(vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or such Subsidiary thereunder;

and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 12(j), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in section 3 of ERISA.

13. REMEDIES ON DEFAULT, ETC.

13.1 Acceleration

(a) If an Event of Default with respect to the Company described in paragraph (g) or paragraph (h) of Section 12 (other than an Event of Default described in clause (i) of paragraph (g) or

described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 12 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in such Note free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that such Note is prepaid or is accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

13.2 Other Remedies

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 13.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

13.3 Rescission

At any time after any Notes have been declared due and payable pursuant to clause (b) or clause (c) of Section 13.1, the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal due and payable on any Notes other than by reason of such declaration, and all interest on such overdue principal, if any, and any Make-Whole Amount that is due and payable in respect of the Notes other than by reason of such declaration and any interest thereon and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) all Events

of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

13.4 No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all reasonable costs and expenses of such holder incurred in any enforcement or collection under this Section 13, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES

14.1 Registration of Notes

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

14.2 Transfer and Exchange of Notes

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1A or Exhibit 1B. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any

transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in
Section 6.2.

14.3 Replacement of Notes

Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $250,000,000, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

15. PAYMENTS ON NOTES

15.1 Place of Payment

Subject to Section 15.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Elyria, Ohio at the principal office of the Company in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in the United States of America or the principal office of a bank or trust company in the United States of America.

15.2 Home Office Payment

So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 15.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which

interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 14.2. The Company will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this
Section 15.2.

16. EXPENSES, ETC.

16.1 Transaction Expenses

Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by you).

16.2 Survival

The obligations of the Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes and the termination of this Agreement.

17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

18. AMENDMENT AND WAIVER

18.1 Requirements

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections 1, 2, 3, 4, 5, 6 and 22, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 12(a), 12(b), 13, 18 and 21.

18.2 Solicitation of Holders of Notes

(a) Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 18 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes or any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

18.3 Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 18 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term

"this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

18.4 Notes held by Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

19. NOTICES

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 19 will be deemed given only when actually received.

20. REPRODUCTION OF DOCUMENTS

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

21. CONFIDENTIAL INFORMATION

For the purposes of this Section 21, "Confidential Information" means information delivered to you by or on behalf of the Company or any of its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company and/or its Subsidiaries, provided that such term does not include information that

(a) was publicly known or otherwise known to you prior to the time of such disclosure,

(b) subsequently becomes publicly known through no act or omission by you or any Person acting on your behalf,

(c) otherwise becomes known to you other than through disclosure by the Company or any of its Subsidiaries, or

(d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available.

You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to:

(i) your directors, officers, trustees, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes),

(ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 21,

(iii) any other holder of any Note other than a Competitor,

(iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21),

(v) any Person other than a Competitor from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21),

(vi) any federal or state regulatory authority having jurisdiction over you,

(vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or

(viii) any other Person to which such delivery or disclosure may be necessary or appropriate

(A) to effect compliance with any law, rule, regulation or order applicable to you,

(B) in response to any subpoena or other legal process,

(C) in connection with any litigation to which you are a party, or

(D) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement.

Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 21.

22. SUBSTITUTION OF PURCHASER

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this Section 22), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "you" is used in this Agreement (other than in this Section 22), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

23. ADDITIONAL NOTE PROVISIONS.

Subject to the terms and provisions hereof (including, but not limited to, Section 11.3), the Company may, from time to time, issue and sell additional promissory notes pursuant to agreements which may incorporate by reference all or certain of the provisions of this Agreement and the Other Agreements. Such incorporation by reference shall not have the effect of constituting such promissory notes as Notes for any purpose, whether for acceleration of the Notes, rescission of such acceleration, or the exercise of any other amendments or waivers of the provisions hereof or of the Other Agreements, or otherwise.

24. MISCELLANEOUS

24.1 Successors and Assigns

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

24.2 Payments Due on Non-Business Days

Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

24.3 Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

24.4 Construction

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

24.5 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one

instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

24.6 Governing Law

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally blank. Next page is signature page.]

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.

Very truly yours,

INVACARE CORPORATION

  By:  /s/ Thomas R. Miklich
        _____________________

 Name:  Thomas R. Miklich
Title:  Chief Financial Officer

The foregoing is hereby
agreed to as of the
date thereof.

General Electric Capital Life
Assurance Company of New York

By       /s/ William D. Koski
         ________________________________
Name:    William D. Koski
Its:     Vice President

The Life Insurance Company of Virginia

By       /s/ William D. Koski
         ________________________________
Name:    William D. Koski
Its:     Vice President

Massachusetts Mutual Life Insurance Company

By       /s/ Mark A. Ahmed
         ________________________________
Name:    Mark A. Ahmed
Its:     Managing Director

Mony Life Insurance Company of America

By       /s/ William D. Goodwin
         ________________________________
Name:    William D. Goodwin
Its:     Authorized Agent

The Mutual Life Insurance Company of New York

By       /s/ Will D. Goodwin
         ________________________________
Name:    William D. Goodwin
Its:     Senior Managing Director

Principal Mutual Life Insurance Company

By       /s/ James C. Fifield
         ________________________________
Name:    James C. Fifield
Its:     Counsel

By       /s/ Christopher J. Henderson
         ________________________________
Name:    Christopher J. Henderson
Its:     Counsel

United Services Automobile Association

By       /s/ Carl Shinsky
         ________________________________
Name:    Carl Shinsky
Its:     Senior Vice President

SCHEDULE A

[List of Purchasers and Purchaser Information]

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Affiliate -- means, at any time, and with respect to any Person,

(a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and

(b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation, company, partnership or other entity of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests.

As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company.

Agreement, this -- is defined in Section 18.3.

Bankruptcy Code -- means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Sec. 101 et seq.

Basket Transfer -- is defined in Section 11.7.

Board of Directors -- means, the board of directors of the Company or any committee thereof which, in the instance, shall have the lawful power to exercise the power and authority of such board of directors.

Business Day -- means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Cleveland, Ohio are authorized or required to close under the laws of the State of New York or the State of Ohio (other than a general banking moratorium or holiday for a period exceeding 4 consecutive days).

Capital Lease -- means, with respect to the Company or any of its Subsidiaries, a lease with respect to which such Person is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP (whether pursuant to an entry or entries on the balance sheet of such Person or in a footnote to its financial statements).

Capital Lease Obligation -- means, with respect to the Company or any of its Subsidiaries and a Capital Lease, the amount of the obligation of such Person as the lessee under such Capital Lease which would, in accordance with GAAP, appear as a liability on a balance sheet of such Person.

Schedule B-1

Change in Control -- means, at any time, either

(a) the acquisition by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), directly or indirectly, of the beneficial ownership and control of more than 50% of the total voting power of all of the then issued and outstanding Voting Stock of the Company or any Successor Company, provided, however, if the Management Team or persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act) of which the Management Team is a part shall acquire, directly or indirectly, the beneficial ownership and control of more than 50% of the total voting power of the then issued and outstanding Voting Stock of the Company or any Successor Company, no "Change in Control" shall be deemed to have occurred or

(b) with respect to any period of 12 consecutive months, the failing by individuals who, at the beginning of such period, constitute the Board of Directors (such individuals being referred to herein as the "original members") (including among such original members (i) any new director who was elected by the Board of Directors during such period to replace any other director that may have died, may have become disabled, was involuntarily dismissed for breach of his or her fiduciary duties or otherwise voluntarily resigned for personal reasons during such period, (ii) any new director that is a member of the Management Team or (iii) any new director whose election to the Board of Directors or whose nomination for election by the Company's shareholders was approved by a vote of not less than 50% of the directors then still in office who either were original members, whose election or nomination was previously approved as provided in this clause (iii) by more than 50% of the original members or who qualify under either subclause (i) or (ii) above) to constitute for any reason a majority of the Board of Directors then in office, provided that if an original member should die, become disabled, be involuntarily dismissed for breach of his or her fiduciary duties or shall otherwise voluntarily resign for personal reasons during such period and shall not be replaced by the Board of Directors, then such original member shall be deemed, for purposes of this clause (b), to continue to be a director and an original member of the Company.

Closing -- is defined in Section 3.

Code -- means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

Company -- is defined in the introductory sentence of this Agreement.

Schedule B-2

Competitor -- means

(a) each Person which is (i) engaged in the design, manufacture or distribution of medical equipment for the home, healthcare, retail or extended care markets and (ii) identified as a "Competitor" on Schedule B-C and the successors and assigns thereof;

(b) each Person which is (i) engaged in the design, manufacture or distribution of medical equipment for the home, healthcare, retail or extended care markets and (ii) identified by the Company as a "Competitor" in a certification delivered to the holders of the Notes from time to time, which Person so identified is consented to by the Required Holders (which consent shall not be unreasonably withheld);

(c) any Person legally or beneficially owning, directly or indirectly, more than 25% of the issued and outstanding Voting Stock of any Person which would qualify as a "Competitor" under clause (a) or clause (b) of this definition; and

(d) any Person more than 25% of the issued and outstanding Voting Stock of which is legally or beneficially owned by any Person which would qualify as a "Competitor" under clause (a) or clause (b) of this definition,

provided that

(i) none of the Purchasers or their affiliates, and

(ii) no Person that is primarily a bank, trust company, savings and loan association or other financial institution, a pension plan (other than a pension plan for a Competitor), an investment company, an insurance company, a broker or dealer, or any other similar financial institution or entity (regardless of legal form),

shall be considered or deemed to be a "Competitor."

Confidential Information -- is defined in Section 21.

Consolidated Debt -- means, as of any date of determination, the total of all Debt of the Company and its Subsidiaries outstanding on such date, determined on a consolidated basis at such time in accordance with GAAP.

Consolidated Net Earnings -- means, with respect to any period, the net income (or loss) of the Company and its Subsidiaries for such period, as determined on a consolidated basis in accordance with GAAP.

Consolidated Net Worth -- means, at any time, the total shareholders' equity of the Company and its Subsidiaries as would be shown on a consolidated balance sheet of the Company and its Subsidiaries as of such time prepared in accordance with GAAP.

Consolidated Subsidiary Debt -- means, as of any date of determination, the total of all Debt of all Subsidiaries outstanding, in each case, on such date, after eliminating any such Debt owing by any Subsidiary to the Company or any other Subsidiary.

Schedule B-3

Consolidated Total Assets -- means, at any time, the total assets of the Company and its Subsidiaries determined on a consolidated basis at such time in accordance with GAAP.

Consolidated Total Capitalization -- means, at any time, the sum of Consolidated Debt at such time plus Consolidated Net Worth at such time.

Control Event means:

(a) the execution by the Company, a Subsidiary or an Affiliate of the Company of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control,

(b) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control, or

(c) the making of any written offer by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act) to the holders of the Voting Stock of the Company, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

Control Prepayment Date -- is defined in Section 8.6.

Debt -- means, with respect to the Company or any of its Subsidiaries, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable preferred stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business, but including, without limitation, all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) its Capital Lease Obligations;

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all reimbursement obligations in respect of any letter of credit issued for the account of such Person other than (i) commercial letters of credit issued in the ordinary course of such Person's business (and not as a substitute for direct borrowing or Guaranties thereof) and (ii) letters of credit issued in the ordinary course of such Person's business that act as the functional equivalent of a surety bond or performance bond for such Person;

Schedule B-4

(f) Swaps of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

For the purposes of the avoidance of doubt, "Debt" shall not include any benefit liability or funding obligation of the Company or any of its Subsidiaries in respect of any Plan. For purposes of determining "Debt," no amount listed above shall be included more than once in such determination.

Debt Offered Prepayment Application -- means, with respect to any Transfer of property, the offering, in writing, by the Company of cash in an amount not exceeding the Net Proceeds Amount with respect to such Transfer to pay any Senior Debt (other than Senior Debt owing to any Affiliate and other than Senior Debt in respect of any revolving credit or similar credit facility providing the Company or any Subsidiary with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Senior Debt the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Senior Debt) and any interest and premium in respect thereof, provided that in connection with any such Transfer and payment of such Senior Debt, the Company shall have offered to prepay the Ratable Portion in respect of each outstanding Note in accordance with Section 8.4 and shall have prepaid each holder of each such Note that shall have accepted such offer of prepayment in accordance with said Section in a principal amount which, when added to the Make-Whole Amount applicable thereto, if any, and any accrued and unpaid interest thereon, equals the Ratable Portion for such Note. For purposes of Section 11.7, a Net Proceeds Amount shall be deemed applied to a Debt Offered Prepayment Application upon the extension of the offer in respect of such Debt Offered Prepayment Application, provided that if the actual prepayments in respect thereof, if any, are not made in accordance with the requirements of such offer or, in any case, are not made within 365 days after the applicable Transfer, such application of such Net Proceeds Amount will be deemed not to have been made.

Default -- means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

Default Rate -- means the Series A Default Rate or the Series B Default Rate, as the case may be.

Environmental Laws -- means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

ERISA -- means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

Schedule B-5

ERISA Affiliate -- means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

Event of Default -- is defined in Section 12.

Exchange Act -- means the Securities Exchange Act of 1934, as amended from time to time.

Fair Market Value -- means, at any time and with respect to any property, the sale value of such property that would be realized in an arm's-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

Fiscal Quarter -- means the fiscal period in respect of which the Company's consolidated quarterly financial statements are prepared.

Fiscal Year -- means the fiscal period in respect of which the Company's consolidated annual financial statements are prepared.

GAAP -- means generally accepted accounting principles as in effect from time to time in the United States of America.

Governmental Authority -- means

(a) the government of

(i) the United States of America or any state or other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any of its Subsidiaries conducts all or any part of its business, or that asserts jurisdiction over any properties of any such Person, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Guaranty -- means, with respect to any Person (for the purposes of this definition, the "guarantor"), any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, obligations incurred through an agreement, contingent or otherwise, by the guarantor:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds

Schedule B-6

(i) for the purchase or payment of such indebtedness, dividend or obligation, or

(ii) to maintain working capital or other balance sheet condition or any income statement condition of the primary obligor or otherwise to advance or make available funds for the purchase or payment of such indebtedness, dividend or obligation;

(c) to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of the primary obligor to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of the indebtedness or obligation of the primary obligor against loss in respect thereof.

For purposes of computing the amount of any guaranty in connection with any computation of indebtedness or other liability, it shall be assumed that the indebtedness or other liabilities that are the subject of such Guaranty are direct obligations of the issuer of such Guaranty.

Hazardous Material -- means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

holder -- means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to
Section 14.1.

ICC -- means Invacare Credit Corporation, an Ohio corporation.

Institutional Investor -- means (a) any original purchaser of a Note,
(b) any holder of a Note (other than a Competitor) holding more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan (other than a pension plan for a Competitor), any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

Lien -- means, with respect to the Company or any Subsidiary, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person. The term "Lien" shall not include any so-called "negative pledge" provisions in agreements covering the incurrence of Debt.

Make-Whole Amount -- is defined in Section 8.7.

Schedule B-7

Management Team -- means the group of individuals set forth on Schedule B-MT, provided that, if more than 50% of such individuals shall no longer be actively involved in the management of the Company, whether pursuant to death, disability, voluntary or involuntary disassociation with the Company, retirement or otherwise, the "Management Team" will be deemed to no longer exist.

Material -- means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries, taken as a whole.

Material Adverse Effect -- means a material adverse effect on (a) the business, operations, affairs, financial condition, assets, prospects or properties of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement, the Other Agreements and the Notes, or (c) the validity or enforceability of this Agreement, the Other Agreements or the Notes.

Material Subsidiary -- means any Subsidiary if

(a) the assets of such Subsidiary (valued at the greater of book or fair market) as of the last day of the then most recently completed Fiscal Year exceed 10% of Consolidated Total Assets determined on the same day; or

(b) the portion of Consolidated Net Earnings which was contributed by such Subsidiary during the then most recently completed Fiscal Year exceeds 10% of Consolidated Net Earnings for such Fiscal Year.

Memorandum -- is defined in Section 5.3.

Multiemployer Plan -- means any Plan that is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

Net Proceeds Amount -- means, with respect to any Transfer of any property by the Company or any Subsidiary, an amount equal to the difference of

(a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer as determined by the Board of Directors of the Company in good faith) paid by the transferee in respect of such Transfer, minus

(b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by the transferor in connection with such Transfer and all Debt secured by such property and required by its terms to be paid in connection with the consummation of such Transfer.

Non-US Pension Plan -- means any plan, fund or other similar program that (a) is established or maintained outside of the United States of America by any one or more of the Company or its Subsidiaries primarily for the benefit of

Schedule B-8

the employees of the Company or such Subsidiaries substantially all of whom are non-resident aliens, which plan, fund or other similar program provides for retirement income for such employees or results in a deferral of income for such employees in contemplation of retirement and (b) is not subject to control under ERISA or the Code.

Notes -- is defined in Section 1.

Officer's Certificate -- means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

Other Agreements -- is defined in Section 2.

Other Purchasers -- is defined in Section 2.

PBGC -- means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

Person -- means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

Placement Agents -- means SPP Hambro & Co. and any of its affiliates and Carleton, McCreary, Holmes & Co., LLC and any of its affiliates.

Plan -- means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

Preferred Stock -- means any class of capital stock of a corporation that is preferred over any other class of capital shares of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

property or properties -- means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

Property Reinvestment Application -- means, with respect to any Transfer of property, the application of an amount not exceeding the Net Proceeds Amount with respect to such Transfer to the acquisition by the Company or a Subsidiary of (a) property to be used in the business of the Company and the Subsidiaries or (b) a business reasonably related to the business of the Company and the Subsidiaries, taken as a whole, and, in either case, of at least an equivalent value in respect of the property that was so Transferred.

PTE -- is defined in Section 6.2.

QPAM Exemption -- means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

Schedule B-9

Ratable Portion -- means, with respect to any Note and any Debt Offered Prepayment Application with respect thereto, an amount equal to the product of
(a) the Net Proceeds Amount being offered to the payment of Senior Debt in connection with such Debt Offered Prepayment Application multiplied by (b) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of all Senior Debt with respect to which such offer of prepayment is made.

Required Holders -- means, at any time, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Subsidiaries or any Affiliates thereof).

Responsible Officers -- means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

Securities Act -- means the Securities Act of 1933, as amended from time to time.

Senior Debt -- means (a) any unsecured Debt of the Company that is not in any manner subordinated in right of payment to the Notes or to any other Debt of the Company or (b) unsecured Debt of any Subsidiary, if, but only if, the Transfer of property giving rise to a corresponding Debt Offered Prepayment Application is in respect of property owned by such Subsidiary.

Senior Financial Officer -- means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

Series -- means any of the Series A Notes or the Series B Notes issued hereunder.

Series A Default Rate -- means the lesser of

(a) the maximum rate of interest allowed by applicable law, and

(b) the greater of (i) 8.71% per annum and (ii) 2% per annum over the rate of interest publicly announced from time to time by Morgan Guaranty Trust Company of New York (or its successors) in New York, New York as its "base" or "prime" rate.

Series A Notes -- is defined in Section 1.

Series B Default Rate -- means the lesser of

(a) the maximum rate of interest allowed by applicable law, and

(b) the greater of (i) 8.60% per annum and (ii) 2% per annum over the rate of interest publicly announced from time to time by Morgan Guaranty Trust Company of New York (or its successors) in New York, New York as its "base" or "prime" rate.

Series B Notes -- is defined in Section 1.

Source -- is defined in Section 6.2.

Schedule B-10

Subsidiary -- means, as to any Person, any corporation, association, limited liability company or other similar business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Company, provided that "Subsidiary" shall not include a special purpose entity
(a) that is formed for the sole purpose of acquiring receivables from ICC (or any other Subsidiary primarily responsible for providing credit to the customers of the Company and its Subsidiaries), (b) that meets the requirements of GAAP with respect to special purpose entities and the off-balance sheet treatment of the transfer of financial assets thereto, (c) that is not required by GAAP to be consolidated with the Company and its other Subsidiaries, (d) with respect to which the Transfer of such receivables is treated under GAAP as a sale of the same and (e) with respect to which the Transfer of such receivables qualifies as a so-called "true sale" under applicable law and such qualification is confirmed by the delivery to the Company of a customary "true sale" opinion issued by a nationally recognized securitization law firm.

Successor Company -- Section 11.2.

Swaps -- means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined. For purposes of this Agreement, any such interest rate swap, currency swap or other similar obligation which is or will be entered into and is being or will be used by such Person in the ordinary course of its business to hedge an existing or future risk or exposure of such Person in respect of its liabilities or assets (and not for speculative purposes) shall not be deemed a "Swap" for purposes of this definition.

Transfer -- means, with respect to the Company or any Subsidiary, any transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property. The verb "Transfer" has the meaning correlative to the meaning of the noun.

Voting Stock -- means capital stock or other equity interests or capital of any class or classes of a corporation, partnership, association or other business entity, the holders of which are ordinarily, in the absence of contingencies, entitled to elect the directors (or Persons performing similar functions) of such entity (including, without limitation, capital stock and other equity interests of a Subsidiary).

Schedule B-11

Wholly-Owned Subsidiary -- means, at any time, any Subsidiary 100% of all of the equity interests (except directors' qualifying shares and other equity holdings (not in excess of 1% of such equity interests) required to comply with foreign local ownership requirements and the like) and voting interests of which are owned by any one or more of the Company and other Wholly-Owned Subsidiaries at such time.

Schedule B-12

SCHEDULE C
Wiring Instructions at Closing

To: National City Bank
Cleveland, Ohio
ABA No.: 041000124
Credit: Invacare Corporation
Account No.: 3307008
Contact: Ms. Terri L. Cable
Phone: (216) 575-3354

SCHEDULE 4.9

Changes in Corporate Structure

The Company through its wholly owned Subsidiary, Inva Acquisition Corp. was a party to a merger with Suburban Ostomy Supply Co., Inc. in January 1998. The Articles of Merger were filed with the State of Massachusetts on January 28, 1998.

Schedule 4.9-1

SCHEDULE 5.3

Disclosure Materials

None

Schedule 5.3-1

(i)      The Company's Subsidiaries:

                                                     Jurisdiction of                    % of Voting
Name of Subsidiary                                   Incorporation                      Stock Owned
- -------------------                                  -------------------               --------------
Action Benelux N.V.                                  Belgium                                     100%
Allied Medical Supply, Inc.                          Virginia                                    100%
Aplex Medical Supply, Inc.                           Texas                                       100%
Bencraft Limited                                     United Kingdom                              100%
Canyon Products Corporation                          Ohio                                        100%
Care Management Enterprises, Inc.                    Texas                                       100%
Controls Dynamic Limited                             United Kingdom                              100%
Dynamic Controls Limited                             New Zealand                                 100%
Fabriorto LDA                                        Portugal                                    100%
Frohock-Stewart Inc.                                 Massachusetts                               100%
Healthtech Products, Inc.                            Missouri                                    100%
I.H.H. Corp.                                         Delaware                                    100%
Inva Acquisition Corp.                               Massachusetts                               100%
Invacare AB                                          Sweden                                      100%
Invacare Australia Pty Ltd.                          Australia                                   100%
Invacare Canada Inc.                                 Ontario                                     100%
Invacare Credit Corporation                          Ohio                                        100%
Invacare (Deutschland) GmbH                          Germany                                     100%
Invacare Florida Corporation                         Delaware                                    100%
Invacare Holdings Corporation                        Ohio                                        100%
Invacare International Corporation                   Ohio                                        100%
Invacare New Zealand Limited                         New Zealand                                 100%
Invacare Respiratory Corp.                           Ohio                                        100%
Invacare Trading Company, Inc.                       Virgin Islands                              100%
Invacare (UK) Limited                                United Kingdom                              100%
Invamex, S.A. de C.V.                                Mexico                                      100%
Invatection Insurance Company, Inc.                  Vermont                                     100%
Kuschall Design AG                                   Switzerland                                 100%
Medical Equipment Repair Services Inc.               Florida                                     100%
Mobilife Corporation                                 Missouri                                    100%
Mobilite Building Corporation                        Florida                                     100%
Mobilite Corporation                                 Florida                                     100%
Option 5 Inc.                                        Quebec                                      100%
Patient-Care Medical Sales                           California                                  100%
Patient Solutions, Inc.                              Delaware                                    100%
Peiser's, Inc.                                       Illinois                                    100%
Poirier Groupe Invacare                              France                                      100%
POK - Rollstuhle GmbH                                Germany                                     100%
Production Research Corporation                      Maryland                                    100%

                                  SCHEDULE 5.4
                                  (continued)

Quantrix Consultants Limited                         New Zealand                                 100%
Rehadap S.A.                                         Spain                                       100%
Rollerchair Pty Ltd.                                 Australia                                   100%
SCI Des Hautes Roches                                France                                      100%
SCI Des Roches                                       France                                      100%
Silcraft Corporation                                 Michigan                                    100%
St. Louis Ostomy Distributors, Inc.                  Missouri                                    100%
Suburban Ostomy Supply Co., Inc.                     Massachusetts                               100%

(ii) The Company's Affiliates, other than Subsidiaries: (The following persons beneficially own or hold, directly or indirectly, 10% or more of a class of voting or equity interests of the Company).

A. Malachi Mixon, III
One Invacare Way
Elyria, OH 44035

Joseph B. Richey, II
One Invacare Way
Elyria, OH 44035

         Name                                        Title or Office
         ----                                        ---------------
A. Malachi Mixon, III                       Chairman of the Board, Chief Executive Officer
Frank B. Carr                               Director
Michael F. Delaney                          Director
Dr. Bernadine P. Healy                      Director
Francis J. Callahan, Jr.                    Director
Whitney Evans                               Director
Dan T. Moore, III                           Director
Joseph B. Richey, II                        Director,  President  of  Invacare  Technologies,  Senior Vice
                                            President of Total Quality Management
William M. Weber                            Director
Gerald B. Blouch                            Director, President, Chief Operating Officer
Thomas R. Miklich                           Chief Financial Officer, Treasurer, General Counsel, Secretary
Louis F. J. Slangen                         Senior Vice President, Sales and Marketing
Larry E. Steward                            Corporate Vice President of Human Resources

SCHEDULE 5.5
Financial Statements

Schedule 5.4-2

1. The consolidated balance sheet, statements of earnings, shareholders' equity and cash flows of the Company and its Subsidiaries as reported on Form 10-K and filed with the Securities and Exchange Commission for the fiscal years ended December 31, 1996, December 31, 1995, December 31, 1994, and December 31, 1993.

2. The interim consolidated balance sheet, statements of earnings and cash flows of the Company and its Subsidiaries as reported on Form 10-Q and filed with the Securities and Exchange Commission for the nine-month period ended September 30, 1997.

SCHEDULE 5.8
Certain Litigation

None

Schedule 5.8-1

Schedule 5.11 Licenses, Permits, etc.

None

Schedule 5.11-1

SCHEDULE 5.12(g)

Certain Pension Plans

The Company maintains an unfunded non-qualified defined benefit Supplemental Executive Retirement Plan (SERP) effective May 1, 1995, for certain key executives to recapture benefits lost due to governmental limitations on qualified plan contributions.

Schedule 5.12(g)-1

Schedule 5.14 Use of Proceeds; Margin Stock

The proceeds of the sale of the Notes will be used by the Company to repay certain Debt outstanding under that certain Loan Agreement dated as of November 18, 1997 among the Company, certain Borrowing Subsidiaries named therein, the Banks named therein, NBD Bank as Agent, and KeyBank National Association as Co-Agent on the date of Closing hereof; and for its general corporate purposes.

                                  SCHEDULE 5.15
                              Existing Indebtedness



                        Description                                 Borrower                As of 12/31/97
                        -----------                                 --------                --------------
$25,000,000 senior notes at 7.45%, mature in  February 2003    Invacare Corporation          $21,429,000

Loan Agreement dated as of November 18, 1997 ($425,000,000     Invacare Corporation and      $147,231,000
multi-currency) expires October 31, 2002(1)                    Certain Borrowing             ($68,481,000 of which
                                                               Subsidiaries named therein    constitutes loans to
                                                                                             Borrowing Subsidiaries)

Notes Payable to banks and other third parties(2)              Poirier Groupe Invacare,      $3,346,000
                                                               Invacare Corporation

Notes and mortgages payable, secured by buildings and          Invacare Corporation,         $3,064,000
equipment(3)                                                   Mobilite Building
                                                               Corporation

Capitalized lease obligations(4)                               Invacare Corporation,         $2,466,000
                                                               Certain foreign and
                                                               domestic Subsidiaries

(1) In January 1998, the Company increased its Debt under the Loan Agreement by approximately $135,000,000 in conjunction with the Offer to Purchase for Cash All Outstanding Shares of Common Stock of Suburban Ostomy Supply Co., Inc.

(2) Remaining balance on certain term notes payable to various French banks which were created prior to and existed on the closing date of the Company's acquisition of Etablissements Poirier S.A., subsequently renamed, Poirier Groupe Invacare. Also includes the remaining balance on a Payment Plan Agreement between the Company and Oracle Corporation dated November 21, 1996.

(3) Remaining balance on certain Industrial Development Revenue Bonds dated December 28, 1983, which were purchased and are currently held by SunTrust Bank. Also includes remaining balance on a Mortgage Note between the Company and Penn Mutual Life Insurance Company dated March 1, 1989.

(4) The capital lease obligations are principally for certain manufacturing facilities and certain equipment with payments due through 2005.

                                 Schedule 11.6
                                 Existing Liens



Debt                      Lender                 Property Subject to Lien                              As of 12/31/97
----                      ------                 ------------------------                              --------------
Industrial Development      SunTrust Bank            Mortgaged property located at 2101                    $866,000
Revenue Bonds                                        E. Lake Mary Blvd, Sanford, Florida
                                                     and     certain      assets
                                                     incorporated    into    the
                                                     Project  as defined in that
                                                     certain   Debt   and   Loan
                                                     Obligation  Agreement dated
                                                     as of December 28,
                                                     1983.

Mortgage Loan               Penn Mutual              Mortgaged property located at 39400                   $2,198,000
                                                     Taylor Parkway, North Ridgeville,
                                                     Ohio

Capital Lease Obligations   Hewlett Packard          Certain computer equipment located                    $439,000
                                                     at 1200 Taylor Street, Elyria, Ohio

                                  SCHEDULE B-C
                                  Competitors



Company                               Location                         Ownership
- -------                               --------                         ---------
Sunrise Medical, Inc.                  Boulder, CO                        Public

Graham Field Health
Products Inc.                          Hauppage, NY                       Public

Nellcor Puritan Bennett
(Subsidiary of Mallinckrodt Inc.)      St. Louis, MO                      Public

Respironics, Inc.                      Pittsburgh, PA                     Public

Resmed, Inc.                           San Diego, CA                      Public

MEYRA                                  Germany                           Private

Schedule B-C-1

Schedule B-MT Management Team

A. Malachi Mixon, III - Chairman of the Board and Chief Executive Officer

Gerald B. Blouch - President and Chief Operating Officer

Thomas R. Miklich - Chief Financial Officer, Treasurer and General Counsel

Joseph B. Richey, II - President of Invacare Technologies and Senior Vice President of Total Quality Management

Louis F. J. Slangen - Senior Vice President, Sales and Marketing

Larry Steward - Corporate Vice President of Human Resources

Schedule B-MT-1

EXHIBIT 1A

[FORM OF SERIES A SENIOR NOTE]

INVACARE CORPORATION

6.71% SERIES A SENIOR NOTE DUE FEBRUARY 27, 2008

No. RA-___
PPN: 461203 A* 2
$
--------------- --------- ---,------

FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio corporation (herein called the "Company"), hereby promises to pay to ________ or registered assigns, the principal sum of ________ DOLLARS ($________) on February 27, 2008, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at a rate equal to 6.71% per annum from the date hereof, payable semiannually on August 27 and February 27 in each year, commencing with the later of August 27, 1998 and the payment date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Series A Default Rate (as defined in the Note Purchase Agreements).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Elyria, Ohio or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series A Senior Notes (herein called the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as of February 27, 1998 (as from time to time amended, the "Note Purchase Agreements"), among the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

Exhibit 1A-1

This Note is subject to certain prepayments in the events, on the terms and in the manner and amounts as provided in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

INVACARE CORPORATION

By________________________________
Name:
Title:

Exhibit 1A-2

EXHIBIT 1B

[FORM OF SERIES B SENIOR NOTE]

INVACARE CORPORATION

6.60% SERIES B SENIOR NOTE DUE FEBRUARY 27, 2005

No. RB-___
PPN: 461203 A@ 0
$-------- -------- --, ----

FOR VALUE RECEIVED, the undersigned, INVACARE CORPORATION, an Ohio corporation (herein called the "Company"), hereby promises to pay to ________ or registered assigns, the principal sum of ________ DOLLARS ($________) on February 27, 2005, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at a rate equal to 6.60% per annum from the date hereof, payable semiannually on August 27 and February 27 in each year, commencing with the later of August 27, 1998 and the payment date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Series B Default Rate (as defined in the Note Purchase Agreements).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Elyria, Ohio or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series B Senior Notes (herein called the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as of February 27, 1998 (as from time to time amended, the "Note Purchase Agreements"), among the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

Exhibit 1B-1

This Note is subject to certain prepayments in the events, on the terms and in the manner and amounts as provided in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

INVACARE CORPORATION

By________________________________
Name:
Title:

Exhibit 1B-2

EXHIBIT 4.4(a)

[Form of Closing Opinion of Counsel for the Company]

[Letterhead of Company's General Counsel]

Exhibit 4.4(a)-1

EXHIBIT 4.4(b)

[Form of Closing Opinion of Special Counsel for the Company]

[Letterhead of Company's Special Counsel]

Exhibit 10(g)

AMENDMENT NO. 1
to the
INVACARE CORPORATION 1994
PERFORMANCE PLAN

Invacare Corporation hereby adopts Amendment No. 1 to the Invacare Corporation 1994 Performance Plan (the "Plan") pursuant to the following terms and provisions:

1. Section 2(i) of the Plan is hereby deleted and restated in its entirety to read as follows:

"(i) "Committee" - means the Compensation Committee of the Board of Directors, or any other committee of the Board of Directors that the Board of Directors or the Compensation Committee authorizes to administer all or any aspect of this Plan."

2. Section 2 of the Plan is hereby amended by adding thereto the following additional paragraph as subsection (s) and by re-designating
Section 2(s) through Section 2(y) as Section 2(t) through Section 2(z) respectively:

"(s) "Performance Objectives" - means the achievement of performance objectives established pursuant to this Plan. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the subsidiary, division, department or function within the Company in respect of which the Participant performs services. Any Performance Objectives applicable to Awards intended to qualify as "performance-based compensation" under Section 162(m) of the Code (the "Performance-Based Exception") shall be limited to specified levels of or increases in the Company's, or subsidiary's, or division's, or department's, or function's return on equity, earnings per Common Share, total earnings, earnings growth, return on capital, operating measures (including, but not limited to, operating margin and operating costs) return on assets, or increase in the Fair Market Value of the Common Shares. Except in the case of such an Award intended to qualify under Section 162(m) of the Code, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.

The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established Performance Objectives; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, may not be adjusted upward (the Committee shall retain the discretion to adjust such Awards downward).

In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m)."

3. Section 3 of the Plan is hereby deleted and restated in its entirety to read as follows: "All Directors and employees of the Company and its Affiliates are eligible for the grant of Awards. The selection of any such persons to receive Awards will be within the discretion of the Committee. More than one Award may be granted to the same person.

Notwithstanding the foregoing, any individual who renounces in writing any right that he or she may have to receive Awards under the Plan shall not be eligible to receive any Awards hereunder."

4. Section 4(a) of the Plan is hereby deleted and restated in its entirety to read as follows, subject to shareholder approval at the 1998 Annual Meeting of Shareholders:

"(a) Number of Common Shares. The aggregate number of Common Shares that may be subject to Awards, including Stock Options, granted under this Plan during the term of this Plan will be equal to Three Million, Five Hundred Thousand (3,500,000) Common Shares, subject to any adjustments made in accordance with the terms of this Section 4.

The assumption of obligations in respect of awards granted by an organization acquired by the Company, or the grant of Awards under this Plan in substitution for any such awards, will not reduce the number of Common Shares available in any fiscal year for the grant of Awards under this Plan.

Common Shares subject to an Award that is forfeited, terminated, or canceled without having been exercised (other than Common Shares subject to a Stock Option that is canceled upon the exercise of a related Stock Appreciation Right) will again be available for grant under this Plan, without reducing the number of Common Shares available in any fiscal year for grant of Awards under this Plan, except to the extent that the availability of those Common Shares would cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3. In addition, any Common Shares which are retained to satisfy a Participant's withholding tax obligations or which are transferred to the Company by a Participant to satisfy such obligations or to pay all or any portion of the exercise price of the Award in accordance with the terms of the Plan, the Award Agreement or the Notice of Award, may be made available for reoffering under the Plan to any Participant, except to the extent that the availability of those Common Shares would cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3."

5. Section 5(b) of the Plan is hereby deleted and restated in its entirety to read as follows:

"(b) Delegation. The Committee may delegate any of its authority to any other person or persons that it deems appropriate."

6. Section 6(b)(iii) of the Plan is hereby deleted and restated in its entirety to read as follows:

"(iii) Stock Option - means a right to purchase a specified number of Common Shares, during a specified period, and at a specified exercise price, all as determined by the Committee. A Stock Option may be an Incentive Stock Option or a Stock Option that does not qualify as an Incentive Stock Option. In addition to the terms, conditions, vesting periods, and restrictions established by the Committee, Incentive Stock Options must comply with the requirements of Section 422 of the Code and regulations promulgated thereunder, including the requirement that the aggregate Fair Market Value of the Common Shares with respect to which the Incentive Stock Option first becomes exercisable in any calendar year shall not exceed $100,000 (measured as of the effective date of the award of an Incentive Stock Option). The exercise price of a Stock Option that does not qualify as an Incentive Stock Option may be more or less than the Fair Market Value of the Common Shares on the date the Stock Option is granted."

7. Section 6(b)(iv) of the Plan is hereby deleted and restated in its entirety to read as follows:

"(iv) Cash Award - An award denominated in cash. All or part of any Cash Award may be subject to conditions established by the Committee, including but not limited to future service with the Company or the achievement of the Performance Objectives."

8. Section 6(c) of the Plan is hereby deleted and restated in its entirety to read as follows:

"(c) Limits on Awards. The maximum aggregate number of Common Shares (i) for which Stock Options may be granted, and (ii) with respect to which Stock Appreciation Rights may be granted, to any particular employee during any calendar year during the term of this Plan is 200,000 Common Shares, subject to adjustment in accordance with Section 4(c) hereof. The maximum aggregate amount of cash which may be granted or awarded to any particular employee during any calendar year during the term of this Plan is $500,000."

9. Section 12 of the Plan is hereby deleted and restated in its entirety to read as follows:

"In the event of a Change in Control of the Company, unless and to the extent otherwise determined by the Board of Directors, (i) all Stock Appreciation Rights and Stock Options then outstanding will become fully exercisable as of the date of the Change in Control; (ii) all restrictions and conditions applicable to Restricted Stock and other Stock Awards will be deemed to have been satisfied as of the date of the Change in Control, and (iii) all Cash Awards shall be released and/or deemed to have been fully earned as of the date of the Change in Control. Any such determination by the Board of Directors that is made after the occurrence of a Change in Control will not be effective unless a majority of the Directors then in office are Continuing Directors and the determination is approved by a majority of the Continuing Directors."

10. Section 15 of the Plan is hereby deleted and restated in its entirety to read as follows:

"Unless otherwise determined by the Committee, (i) no Award granted under the Plan may be transferred or assigned by the Participant to whom it is granted other than by will, pursuant to the laws of descent and distribution, and (ii) an Award granted under this Plan may be exercised, during the Participant's lifetime, only by the Participant."

IN WITNESS WHEREOF, Invacare Corporation, by its appropriate officers duly authorized, has executed this instrument as of the 30th day of January, 1998.

INVACARE CORPORATION

By:   /S/ A. Malachi Mixon, III
     -----------------------------------------------------
A. Malachi Mixon, III, Chairman of the Board,  President and
Chief Executive Officer




By:  /S/ Thomas R. Miklich
    ------------------------------------------------------
Thomas R. Miklich, Chief Financial Officer, General Counsel,
Treasurer and Corporate Secretary

Exhibit 10(t)

INVACARE CORPORATION

DEFERRED COMPENSATION PLUS PLAN

(Effective January 1, 2005)

INVACARE CORPORATION
DEFERRED COMPENSATION PLUS PLAN
(Effective January 1, 2005)

                                Table of Contents



                                                                            Page


ARTICLE I. INTRODUCTION........................................................1
-----------------------
   1.2.     Name of Plan.......................................................1
   ----     -------------
   1.3.     Purposes of Plan...................................................1
   ----     -----------------
   1.4.     "Top Hat" Pension Benefit Plan.....................................1
   ----     -------------------------------
   1.5.     Plan Unfunded......................................................1
   ----     --------------
   1.6.     Effective Date and Restatement Date................................1
   ----     ------------------------------------
   1.7.     Administration.....................................................1
   ----     ---------------

ARTICLE II. DEFINITIONS AND CONSTRUCTION.......................................2
----------------------------------------
   2.1.     Definitions........................................................2
   ----     ------------
   2.2.     Number and Gender..................................................5
   ----     ------------------
   2.3.     Headings...........................................................6
   ----     ---------

ARTICLE III. PARTICIPATION AND ELIGIBILITY.....................................7
------------------------------------------
   3.1.     Participation......................................................7
   ----     --------------
   3.2.     Commencement of Participation......................................7
   ----     ------------------------------
   3.3.     Cessation of Active Participation..................................7
   ----     ----------------------------------

ARTICLE IV. CONTRIBUTIONS AND VESTING..........................................8
-------------------------------------
   4.1.     Deferrals by Participants..........................................8
   ----     --------------------------
   4.2.     Effective Date of Participation and Deferral Election Form.........8
   ----     -----------------------------------------------------------
   4.3.     Modification or Revocation of Election by Participant..............9
   ----     ------------------------------------------------------
   4.4.     Matching Contributions.............................................9
   ----     -----------------------
   4.5.     Make Whole Contributions...........................................9
   ----     -------------------------
   4.6.     Discretionary Contributions........................................9
   ----     ----------------------------
   4.7.     Suspension of Contributions........................................9
   ----     ----------------------------
   4.8.     Transfer of Contributions to 401(k) Plan...........................9
   ----     -----------------------------------------
   4.9.     Vesting...........................................................10
   ----     --------

ARTICLE V. ACCOUNTS...........................................................11
-------------------
   5.1.     Establishment of Bookkeeping Accounts.............................11
   ----     --------------------------------------
   5.2.     Subaccounts.......................................................11
   ----     ------------
   5.3.     Earnings Elections................................................11
   ----     -------------------
   5.4.     Hypothetical Accounts and Creditor Status of Participants.........12
   ----     ----------------------------------------------------------
   5.5.     Investments.......................................................12
   ----     ------------

                                       ii

ARTICLE VI. PAYMENT OF ACCOUNT................................................13
------------------------------
   6.1.     Timing of Distribution of Accounts................................13
   ----     -----------------------------------
   6.2.     Adjustment for Investment Gains and Losses Upon a Distribution....13
   ----     ---------------------------------------------------------------
   6.3.     Form of Payment...................................................13
   ----     ----------------
   6.4.     Change in Date or Form of Distribution............................14
   ----     ---------------------------------------
   6.5.     Protective Distributions..........................................14
   ----     -------------------------
   6.6.     Designation of Beneficiaries......................................14
   ----     -----------------------------
   6.7.     Change of Beneficiary Designation.................................15
   ----     ----------------------------------
   6.8.     Change in Marital Status..........................................15
   ----     -------------------------
   6.9.     No Beneficiary Designation........................................15
   ----     ---------------------------
   6.10.    Unclaimed Benefits................................................16
   -----    -------------------
   6.11.    Withdrawals for Unforeseeable Emergency...........................16
   -----    ----------------------------------------
   6.12.    Withholding.......................................................16
   -----    ------------

ARTICLE VII. ADMINISTRATION...................................................17
---------------------------
   7.1.     Committee.........................................................17
   ----     ----------
   7.2.     General Powers of Administration..................................17
   ----     ---------------------------------
   7.3.     Indemnification of Committee......................................18
   ----     -----------------------------

ARTICLE VIII. DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION..19
----------------------------------------------------------------------------
   8.1.     Claims............................................................19
   ----     -------
   8.2.     Claim Decision....................................................19
   ----     ---------------
   8.3.     Request for Review of a Denied Claim..............................20
   ----     -------------------------------------
   8.4.     Review of Decision................................................20
   ----     -------------------
   8.5.     Discretionary Authority...........................................21
   ----     ------------------------

ARTICLE IX. AMENDMENT AND TERMINATION.........................................22
-------------------------------------
   9.1.     Power to Amend or Terminate.......................................22
   ----     ----------------------------
   9.2.     Distribution Upon Plan Termination................................22
   ----     -----------------------------------
   9.3.     Protective Amendments Due to Change in Law........................22
   ----     -------------------------------------------

ARTICLE X. MISCELLANEOUS......................................................24
------------------------
   10.1.    Plan Not a Contract of Employment.................................24
   -----    ----------------------------------
   10.2.    Non-Assignability of Benefits.....................................24
   -----    ------------------------------
   10.3.    Severability......................................................24
   -----    -------------
   10.4.    Governing Laws....................................................24
   -----    ---------------
   10.5.    Binding Effect....................................................24
   -----    ---------------
   10.6.    Entire Agreement..................................................24
   -----    -----------------
   10.7.    No Guaranty of Tax Consequences...................................25
   -----    --------------------------------

                                      iii

                              INVACARE CORPORATION
                         DEFERRED COMPENSATION PLUS PLAN
                           (Effective January 1, 2005)

ARTICLE I.
INTRODUCTION

1.2. Name of Plan.

Invacare Corporation (the "Company") hereby adopts the Invacare Corporation Deferred Compensation Plus Plan (the "Plan").

1.3. Purposes of Plan.

The purposes of the Plan are to provide deferred compensation for a select group of management or highly compensated Employees of the Company and to provide eligible Employees the opportunity to maximize their elective contributions to the Invacare Retirement Savings Plan (the "401(k) Plan") notwithstanding certain limitations in the Code.

1.4. "Top Hat" Pension Benefit Plan.

The Plan is an "employee pension benefit plan" within the meaning of ERISA
Section 3(2). The Plan is maintained, however, for a select group of management or highly compensated employees and, therefore, is exempt from Parts 2, 3 and 4 of Title 1 of ERISA. The Plan is not intended to qualify under Code Section 401(a).

1.5. Plan Unfunded.

The Plan is unfunded. All benefits will be paid from the general assets of the Company, which will continue to be subject to the claims of the Company's creditors. No amounts will be set aside for the benefit of Plan Participants or their Beneficiaries.

1.6. Effective Date and Restatement Date.

The Plan is effective as of the Effective Date.

1.7. Administration.

The Plan shall be administered by the Committee or its delegates, as set forth in Section 7.1.

ARTICLE II.
DEFINITIONS AND CONSTRUCTION

2.1. Definitions.

For purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless their context clearly requires a different meaning:

(a) "Account" means the bookkeeping account or accounts maintained by the Company to reflect the Participant's Base Salary Deferrals, Bonus Deferrals, Matching Contributions, Discretionary Contributions, Profit Sharing Contributions and IQC Contributions, together with all earnings, gains and losses thereon. Accounts shall be further denominated as Retirement Accounts or In-Service Distribution Accounts.

(b) "Base Salary" means the base rate of cash compensation, including commissions, paid by the Company to or for the benefit of a Participant for services rendered or labor performed while a Participant, including base pay a Participant could have received in cash in lieu of (A) deferrals pursuant to Section 4.1 and (B) contributions made on his behalf to any qualified plan maintained by the Company or to any cafeteria plan under Section 125 of the Code maintained by the Company.

(c) "Base Salary Deferral" means the amount of a Participant's Base Salary which the Participant elects to have withheld on a pre-tax basis and credited to his Account pursuant to Section 4.1.

(d) "Beneficiary" means the person or persons designated by the Participant in accordance with Section 6.6 or, in the absence of an effective designation, the person or entity described in Section 6.9.

(e) "Board" means the Board of Directors of the Company.

(f) "Bonus Compensation" means the amount awarded to a Participant for a Plan Year under any bonus arrangement maintained by the Company.

(g) "Bonus Deferral" means the amount of a Participant's Bonus Compensation which the Participant elects to have withheld on a pre-tax basis and credited to his Account pursuant to Section 4.1.

(h) "Change In Control" means the happening of any of the following events:

(i) Any person or entity (other than any employee benefit plan or employee stock ownership plan of Invacare Corporation, or any person or entity organized, appointed, or established by Invacare

Corporation, for or pursuant to the terms of any such plan), alone or together with any of its Affiliates or Associates, becomes the Beneficial Owner of thirty percent (30%) or more of the total outstanding voting power of Invacare Corporation, as reflected by the power to vote in connection with the election of directors, or commences or publicly announces an intent to commence a tender offer or exchange offer the consummation of which would result in the Person becoming the Beneficial Owner of thirty percent (30%) or more of the total outstanding voting power of Invacare Corporation as reflected by the power to vote in connection with the election of directors. For purposes of this Section 2.1(h)(i), the terms "Affiliates," "Associates," and "Beneficial Owner" will have the meanings given them in the Rights Agreement, dated as of April 2, 1991, between Invacare Corporation and National City Bank, as Rights Agent, as amended from time to time.

(ii) At any time during a period of twenty-four (24) consecutive months, individuals who were directors at the beginning of the period no longer constitute a majority of the members of the Board, unless the election, or the nomination for election by the Invacare Corporation's shareholders, of each director who was not a director at the beginning of the period is approved by at least a majority of the directors who are in office at the time of the election or nomination and were either directors at the beginning of the period or are continuing directors.

(iii)A record date is established for determining shareholders entitled to vote upon:

(A) A merger or consolidation of the Invacare Corporation with another corporation (which is not an affiliate of Invacare Corporation) in which Invacare Corporation is not the surviving or continuing company or in which all or part of the outstanding common shares are to be converted into or exchanged for cash, securities, or other property;

(B) a sale or other disposition of all or substantially all of the assets of Invacare Corporation; or

(C) the dissolution or liquidation (but not partial liquidation) of Invacare Corporation.

(i) "Code" means the Internal Revenue Code of 1986, as amended.

(j) "Committee" means the administrative committee named to administer the Plan pursuant to Section 7.1.

(k) "Company" means Invacare Corporation and any successor thereto.

(l) "Deferral Period" means the period of time for which a Participant elects to defer receipt of the Base Salary Deferrals and Bonus Deferrals credited to such Participant's Account.

(m) "Directors" means the Board of Directors of the Company.

(n) "Disability" means that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which 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 Company.

(o) "Discretionary Contribution" means the Company's contribution, if any, made pursuant to Section 4.6.

(p) "Effective Date" means January 1, 2005, except where a different date is specifically set forth.

(q) "Employee" means any common-law employee of the Company.

(r) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

(s) "401(k) Plan" means the Invacare Retirement Savings Plan, as in effect on January 1, 2005, and as amended from time to time thereafter.

(t) "In-Service Distribution Accounts" means an Account(s) to which a Participant's Base Salary Deferrals and Bonus Deferrals are credited pursuant to the terms of the Plan and the election of a Participant. Each of a Participant's In-Service Distribution Accounts is distributable in a future calendar year which is not less than two (2) years following the deferral of compensation into the Plan and which is selected by the Participant pursuant to Section 4.2 hereof. A Participant may have up to two (2) In-Service Distribution Accounts under the Plan at any one time.

(u) "Contribution" or "IQC" means the amount, if any, of non-elective non-matching contribution made by the Company under the 401(k) Plan for a Plan Year.

(v) "Make Whole IQC Contribution" means a contribution equal to the Invacare Quarterly Contribution that would have been made to the
401(k) Plan for a Participant but for the limitation on compensation contained in Code Section 401(a)(17).

(w) "Matching Contribution" means the amount, as determined by the Company on an annual basis, that would be credited to the Participant's Base

Salary Deferrals and Bonus Deferrals if such deferrals had been deferred by the Participant into the 401(k) Plan, and which is credited by the Company to the Retirement Account of each Participant based on such Participant's Base Salary and Bonus Deferrals.

(x) "Participant" means each Employee who has been selected for participation in the Plan and who has become a Participant pursuant to Article III.

(y) "Participation and Deferral Election Form" means the written agreement pursuant to which the Participant elects the amount of his Base Salary and/or his Bonus Compensation to be deferred pursuant to the Plan, the Account to which such deferrals are to be credited, the Deferral Period, if applicable, the deemed investment of amounts deferred and the time and form of payment of such amounts and such other matters as the Committee shall determine from time to time.

(z) "Plan" means the Invacare Corporation Deferred Compensation Plus Plan, as in effect on the Effective Date, and as amended from time to time hereafter.

(aa) "Plan Year" means the twelve-consecutive month period commencing January 1 of each year ending on the following December 31.

(bb) "Profit Sharing Contribution" means the amount credited to a Participant's Account under the Invacare Corporation 401(k) Benefit Equalization Plus Plan prior to December 31, 2004 and which is transferred to the Participant's Retirement Account under this Plan on or after the Effective Date.

(cc) "Retirement" means a Participant's termination of employment after either (I) the attainment of age fifty-five (55) and completion of ten
(10) or more Years of Service, or (II) the attainment of age sixty-five (65).

(dd) "Retirement Account" means an Account to which Base Salary Deferrals and Bonus Deferrals are credited pursuant to the terms of the Plan and the election of a Participant. A Participant's Retirement Account shall also be credited with any Matching Contributions, Make Whole IQC Contributions, Profit Sharing Contributions and Discretionary Contributions creditable to a Participant under the terms of the Plan. A Participant's Retirement Account is generally payable upon his Retirement.

(ee) "Valuation Date" means each business day and each special valuation date designated by the Committee.

(ff) "Years of Service" shall have the same meaning as in the 401(k) Plan.

2.2. Number and Gender.

Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

2.3. Headings.

The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the rest of the Plan, the text shall control.

ARTICLE III.
PARTICIPATION AND ELIGIBILITY

3.1. Participation.

Participants in the Plan are those Employees who are (a) subject to the income tax laws of the United States, (b) members of a select group of highly compensated or management Employees of the Company, and (c) selected by the Committee or its delegates, in its sole discretion, as Participants. The Committee shall notify each Participant of his selection as a Participant. An Employee who satisfies the eligibility requirements set forth in subsections (a) and (b) shall remain eligible to continue participation in the Plan for each Plan Year following his selection by the Committee as a Participant.

3.2. Commencement of Participation.

Except as provided in the following sentence, an Employee shall become a Participant effective as of the first day of the Plan Year following the date on which his Participation and Deferral Election Form becomes effective. A newly hired Employee who completes a Participation and Deferral Election Form within 30 days of the date on which he is selected by the Committee to be eligible to participate shall become a Participant as of the date on which his Participation and Deferral Election Form becomes effective under Section 4.2.

3.3. Cessation of Active Participation.

Notwithstanding any provision herein to the contrary, an individual who has become a Participant in the Plan shall cease to be a Participant hereunder effective as of any date designated by the Committee. Any such Committee action shall be communicated to such Participant prior to the effective date of such action.

ARTICLE IV.
CONTRIBUTIONS AND VESTING

4.1. Deferrals by Participants.

Before the first day of each calendar year, a Participant may file with the Committee a Participation and Deferral Election Form pursuant to which such Participant elects to make Base Salary Deferrals. A Participant must file a Participation and Deferral Election form to make Bonus Deferrals at a time prescribed by the Committee which time shall be not later than six (6) months before the end of the 12 month period over which the services upon which the Bonus Compensation is based are performed. A Participant shall be entitled to defer a whole percent of his Base Salary or Bonus Compensation, subject to a maximum deferral of fifty percent (50%) of Base Salary and one hundred percent (100%) of Bonus Compensation. Deferral elections shall be subject to any other rules prescribed by the Committee in its sole discretion.

At the time a Participant completes a Participation and Deferral Election Form, he shall elect to have his Base Salary Deferrals and Bonus Deferrals credited to a Retirement Account or a In-Service Distribution Account. An election to have amounts credited to a In-Service Distribution Account shall specify the calendar year in which payment of such amount shall be made or shall commence to be made. In the event a Participant does not elect a Deferral Period for any Base Salary Deferrals or Bonus Deferrals for a Plan Year, such Participant shall be deemed to have elected to have such amounts credited to a In-Service Distribution Account with a Deferral Period of five (5) years.

Base Salary Deferrals will be credited to the Account of each Participant as soon as practicable following each pay date, if and to the extent that the Participant earned such Base Salary as an Employee for such pay date. Bonus Deferrals will be credited to the Account of each Participant not later than the last day of the month in which such Bonus Compensation otherwise would have been paid to the Participant in cash, provided that the Participant is an Employee at the time such Bonus Compensation would have been paid. A Participant whose employment terminates prior to or during the calendar month in which his Bonus Compensation would have been paid to him in cash will be paid his Bonus Deferral in cash. Such termination of employment shall not affect Base Salary Deferrals and Bonus Deferrals previously credited to the Account of the affected Participant.

4.2. Effective Date of Participation and Deferral Election Form.

Except as provided below with respect to a new Participant, a Participant's Participation and Deferral Election Form shall become effective on the first day of the Plan Year to which it relates. The Participation and Deferral Election Form of an Employee who first becomes eligible to participate in the Plan during a Plan Year shall become effective with respect to services to be performed subsequent to the election which shall be made within thirty (30) days after the date the Employee first becomes eligible to participate in the Plan. If an Employee fails to timely complete a Participation and Deferral Election Form,

the Employee shall be deemed to have elected not to make Base Salary Deferrals and/or Bonus Deferrals for such Plan Year.

4.3. Modification or Revocation of Election by Participant.

A Participant may not prospectively change the amount of his Base Salary Deferrals or Bonus Deferrals during a Plan Year unless the Committee determines that he has suffered an unforeseeable emergency as is more fully described in
Section 6.11. Unless required or permitted by law, under no circumstances may a Participant's Participation and Deferral Election Form be made, modified or revoked retroactively.

4.4. Matching Contributions.

Each Participant who elects to make Base Salary Deferrals and/or Bonus Deferrals to the Plan and who has completed at least six (6) months of service will receive a Matching Contribution equal to a certain percentage of the sum of Participant's Base Salary Deferrals and Bonus Deferrals. The Matching Contribution percentage to be contributed to the Plan shall be equal to the matching contribution percentage provided under the 401(k) Plan. Matching Contributions will be credited to the Participant's Retirement Account as of the day on which the Base Salary Deferrals and/or Bonus Deferrals to which the Matching Contributions relate are credited to the Participant's Account.

4.5. Make Whole IQC Contributions.

For each calendar quarter, the Retirement Account of each eligible Participant shall be credited with the Make Whole IQC Contribution, if any, to which he is entitled under Section 2.1(v).

4.6. Discretionary Contributions.

For each Plan Year, the Retirement Account of each eligible Participant shall be credited with such Discretionary Contribution, if any, as is determined by the Company for such Plan Year.

4.7. Suspension of Contributions.

Anything contained herein to the contrary notwithstanding, a Participant who receives a distribution from the Plan due to an unforeseeable emergency shall not be eligible to make deferrals hereunder for a six (6) month period after receipt of such distribution. If required by the terms of the 401(k) Plan, a Participant who receives a hardship distribution under the 401(k) Plan shall not be eligible to make deferrals under this Plan for a six (6) month period after receipt of the hardship distribution.

4.8. Transfer of Contributions to 401(k) Plan.

As soon as practicable following the end of each Plan Year, but in no event later than March 15 of the Plan Year following the Plan Year for which the Participant executed the relevant Participation and Deferral Election Form, the lesser of:

(i) the allowable pre-tax contribution which may be made on behalf of the Participant to the 401(k) Plan for the Plan Year for which the Participant executed the Participation and Deferral Election Form, and

(ii) the sum of the Base Salary Deferral and the Bonus Deferral for the Plan Year for which the Participant executed the Participation and Deferral Election Form,

shall be paid directly to the Participant as compensation earned in the Plan Year for which the Participant executed the Participation and Deferral Election Form, unless the Participant previously elected (in both the Participation and Deferral Election Form and his 401(k) Plan elections) to have such amount contributed to the 401(k) Plan as an elective pre-tax contribution.

If the Participant elected to have such amount contributed to the 401(k) Plan as an elective pre-tax contribution, such amount together with an amount equal to the applicable Matching Contributions shall be transferred directly to the Participant's account(s) in the 401(k) Plan and the appropriate Accounts and subaccounts of the Participant under the Plan shall be charged accordingly. Notwithstanding the preceding, the Plan shall not make distributions to the Participant or the 401(k) Plan in excess of the Participant's Account balance. Distributions pursuant to this Section 4.8 may be made in one or more installments in the sole discretion of the Committee.

4.9. Vesting.

A Participant shall be 100% vested at all times in that portion of his Account which is attributable to Base Salary Deferrals and Bonus Deferrals. Matching Contributions, Make Whole IQC Contributions, Profit Sharing Contributions and Discretionary Contributions shall vest in accordance with the vesting schedule contained in the 401(k) Plan. Notwithstanding the foregoing, if permitted by the Secretary of the Treasury in regulations or rulings, all Matching Contributions, Make Whole IQC Contributions, Profit Sharing Contributions and Discretionary Contributions shall be 100% vested immediately upon a Change in Control. Any provisions of the Plan relating to the distribution of a Participant's Account shall mean only the vested portion of such Account. Since the Plan is unfunded, the portion of a Participant's Account which is not vested and therefore not distributed with the vested portion of his Account shall remain property of the Company and shall not be allocated to the Accounts of other Participants or otherwise inure to their benefit.

ARTICLE V.
ACCOUNTS

5.1. Establishment of Bookkeeping Accounts.

A separate bookkeeping Account or Accounts shall be maintained for each Participant. Such Account(s) shall be credited with the Base Salary Deferrals and Bonus Deferrals made by the Participant pursuant to Section 4.1, Matching Contributions made by the Company pursuant to Section 4.4, Make Whole IQC Contributions made pursuant to Section 4.5, Discretionary Contributions made pursuant to Section 4.6 and any unvested amounts held under the Invacare Corporation 401(k) Plus Benefit Equalization Plan prior to January 1, 2005 and transferred to this Plan, credited (or charged, as the case may be) with the hypothetical investment results determined pursuant to Section 5.3, and charged with distributions made to or with respect to a Participant.

5.2. Subaccounts.

Within each Participant's bookkeeping Account, separate subaccounts shall be maintained to the extent necessary or desirable for the administration of the Plan. In particular, separate bookkeeping accounts shall be maintained for distributions to be made upon a Participant's Retirement and for distributions to be made upon attainment of the future calendar year distribution dates selected by the Participant.

5.3. Earnings Elections.

Amounts credited to a Participant's Account shall be credited or charged with earnings and losses based on hypothetical investments elected by the Participant. A Participant may elect different investment allocations for new contributions and existing Account balances. Only whole percentages may be elected, the minimum percentage for any allocation is 1%, and the total elections must allocate 100% of all new contributions and 100% of all existing Account balances. Investment elections may be changed daily, by written direction. The hypothetical investment alternatives and the procedures relating to the election of such investments, other than those set forth in this Section 5.3, shall be determined by the Committee from time to time. A Participant's Account shall be adjusted as of each Valuation Date to reflect investment gains and losses.

Notwithstanding the foregoing provisions of this Section 5.3, if investment in Invacare Stock is permitted hereunder, the Company in its sole discretion, shall have the authority to place such restrictions upon the investment directions of any person who is subject to Section 16(b) of the Securities Exchange Act of 1934 as amended ("Insider") as shall be appropriate to comply with such section. Such restrictions shall include, but shall not be limited to the following: Insiders shall be permitted to submit investment directions relating to Invacare Stock only on a "semi-annual date" which is no less than six (6) months after the date of the most recent investment direction received from such Insider relating to Invacare Stock. For purposes of this Section 5.3, the term "semi-annual date" shall mean a date which is within the period that begins the third business day following the date on which the Company's first

fiscal quarter and third fiscal quarter summary statements of sales and earnings shall be released and which ends on the twelfth business day following such release date.

5.4. Hypothetical Accounts and Creditor Status of Participants.

The Accounts established under this Article V shall be hypothetical in nature and shall be maintained for bookkeeping purposes only, so that Base Salary Deferrals, Bonus Deferrals, Matching Contributions, Discretionary Contributions, Make Whole IQC Contributions and Profit Sharing Contributions can be credited to the Participant and so that earnings and losses on such amounts so credited can be credited (or charged, as the case may be). Neither the Plan nor any of the Accounts (or subaccounts) shall hold any actual funds or assets. The right of any person to receive one or more payments under the Plan shall be an unsecured claim against the general assets of the Company. Any liability of the Company to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by the Plan. Neither the Company, the Board, nor any other person shall be deemed to be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant, former Participant, Beneficiary, or any other person.

5.5. Investments.

The Company may, in its sole discretion, acquire insurance policies, annuities or other financial vehicles for the purpose of providing future assets to the Company to meet its anticipated liabilities under the Plan. Such policies, annuities, or other investments, shall at all times be and remain unrestricted general property and assets of the Company or property of a trust established pursuant to this Plan. Participants and Beneficiaries shall have no rights, other than as general creditors, with respect to any such policies, annuities or other acquired assets.

ARTICLE VI.
PAYMENT OF ACCOUNT

6.1. Timing of Distribution of Accounts.

Distribution of a Participant's Retirement Account shall be made or shall commence to be made as soon as practicable following the Participant's Retirement. Distribution of a Participant's In-Service Distribution Accounts shall be made or shall commence to be made as soon as practicable following the expiration of the Deferral Period selected by the Participant for such Accounts. Notwithstanding the foregoing, the Participant's entire Account shall be distributed to him (or his Beneficiary in the event of his death) as soon as practicable following the earliest to occur of the following:

(i) the Participant's death;

(ii) the Participant's disability; or

(iii) the Participant's separation from service.

In the event of distribution upon separation from service (for reasons other than disability, death or Change in Control), actual payment of the Participant's Accounts shall not occur until six (6) months after the date of separation from service, if the Participant is a "key employee" (as defined under Internal Revenue Code Section 416(i) without regard to paragraph (5) thereof), and the Company's stock is publicly traded on an established securities market or otherwise.

6.2. Adjustment for Investment Gains and Losses Upon a Distribution.

Upon a distributable event described in Section 6.1, the balance of a Participant's Account shall be determined as of the Valuation Date immediately following such event.

6.3. Form of Payment.

Except as provided below, a Participant's Retirement Account shall be paid in one of the following forms as elected by the Participant:

(a) A lump sum amount which is equal to the applicable Account balance; or

(b) Substantially equal annual installments amortized over a period of years not to exceed fifteen (15) years. Gains and losses on the unpaid balance shall continue to be credited or charged to the Account in accordance with the provisions of Section 5.3. The amount of the

installments payable may be changed annually to reflect investment results.

Except as provided below, a Participant's In-Service Distribution Accounts shall be paid in one of the following forms as elected by the Participant:

(a) A lump sum amount which is equal to the applicable Account balance; or

(b) Substantially equal annual installments amortized over a period of years not to exceed five (5) years. Gains and losses on the unpaid balance shall continue to be credited or charged to the Account in accordance with the provisions of Section 5.3. The amount of the installments payable may be changed annually to reflect investment results.

The form elected by a Participant with respect to his Retirement Account and/or his In-Service Distribution Account(s) shall apply to each such entire Account.

Notwithstanding the form elected, if a Participant incurs a separation from service prior to his Retirement, disability, or death or if the Participant's total Account value is not more than Ten Thousand Dollars ($10,000) on the last Valuation Date prior to the commencement of distribution, the benefit shall be paid in a single lump sum as soon as practicable following his separation from service.

6.4. Change in Date or Form of Distribution.

A Participant's election with respect to the date or form of distribution may be revised at the Committee's sole discretion, provided that the revised election does not accelerate the distribution of his Account. Any revision to the date or form of payment shall be made at least 12 months prior to the original distribution date and any new payment commencement date must be at least five (5) years after the original commencement date.

6.5. Protective Distributions.

If the Administrator determines, in its sole discretion, that a Participant is not, or may not be, a member of a "select group of management or highly compensated employees" within the meaning of Section 201(2), 301(a)(3), 401(a)(1) or 4021(b)(6) of ERISA, then the Administrator may, in its sole discretion, terminate the Participant's participation in the Plan. In such event, if permitted by law and regulations, the Administrator may distribute all amounts credited to the Participant's Accounts in a single lump sum payment at such time as the Administrator shall determine in its sole discretion.

6.6. Designation of Beneficiaries.

Each Participant shall have the right, at any time, to designate one (1) or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of a Participant's death prior to complete distribution of the Participant's Account. Each

Beneficiary designation shall be in a written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant's lifetime. Designation by a married Participant of a Beneficiary other than the Participant's spouse shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation and is witnessed by a notary public, or the consent cannot be obtained because the spouse cannot be located.

6.7. Change of Beneficiary Designation.

Except as provided below, any nonspousal designation of Beneficiary may be changed by a Participant without the consent of such Beneficiary by the filing of a new designation with the Committee. The filing of a new designation shall cancel all designations previously filed.

6.8. Change in Marital Status.

If the Participant's marital status changes after the Participant has designated a Beneficiary, the following shall apply:

(a) If the Participant is married at death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner prescribed above.

(b) If the Participant is unmarried at death but was married when the designation was made:

(i) The designation shall be void if the spouse was named as Beneficiary. The designation shall remain valid if a nonspouse Beneficiary was named.

(ii) If the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has consented to it in the manner prescribed above.

6.9. No Beneficiary Designation.

If any Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant's benefits, the Participant's Beneficiary shall be the person in the first of the following classes in which there is a survivor:

(a) The Participant's surviving spouse;

(b) The Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take by right of representation the share the parent would have taken if living;

(c) The Participant's parents;

(d) The Participant's estate.

6.10. Unclaimed Benefits.

In the case of a benefit payable on behalf of a Participant, if the Committee is unable to locate the Participant or Beneficiary to whom such benefit is payable, such benefit may be forfeited to the Company, upon the Committee's determination. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or Beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be paid by the Company or restored to the Plan by the Company.

6.11. Withdrawals for Unforeseeable Emergency.

A Participant may apply in writing to the Committee for, and the Committee may permit, a withdrawal of all or any part of a Participant's Account derived from Base Salary and Bonus Deferrals if the Committee, in its sole discretion, determines that the Participant has incurred an unforeseeable emergency resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The amount that may be withdrawn shall be limited to the amount reasonably necessary to relieve the emergency upon which the request is based, plus the federal and state taxes due on the withdrawal, as determined by the Committee. The Committee may require a Participant who requests a withdrawal on account of an unforeseeable emergency to submit such evidence as the Committee, in its sole discretion, deems necessary or appropriate to substantiate the circumstances upon which the request is based.

6.12. Withholding.

All deferrals and distributions shall be subject to legally required income and employment tax withholding.

ARTICLE VII.
ADMINISTRATION

7.1. Committee.

The Plan shall be administered by a Committee, which shall include the Senior Vice President of Human Resources and the Chief Financial Officer. The Committee shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof. The Committee may delegate to others certain aspects of the management and operational responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals, provided that such delegation is in writing. No member of the Committee who is a Participant shall participate in any matter relating to his status as a Participant or his rights or entitlement to benefits as a Participant.

7.2. General Powers of Administration.

The Committee shall be the Plan Administrator under ERISA. The Administrator will be responsible for the general administration of the Plan and will have all powers as may be necessary to carry out the provisions of the Plan and may, from time to time, establish rules for the administration of the Plan and the transaction of the Plan's business. In addition to any powers, rights and duties set forth elsewhere in this Plan, it will have the following powers and duties:

(a) To enact rules, regulations, and procedures and to prescribe the use of such forms as it deems advisable;

(b) To appoint or employ agents, attorneys, actuaries, accountants, assistants or other persons (who may also be Participants in this Plan or be employed by or represent the Company) at the expense of the Company, as it deems necessary to keep its records or to assist it in taking any other action authorized or required under the Plan;

(c) To interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of, and the amount of benefits, if any, payable to, any person in accordance with the provisions of the Plan and resolve all questions arising under the Plan;

(d) To administer the Plan in accordance with its terms and any rules and regulations it establishes; and

(e) To maintain records concerning the Plan as it deems sufficient to prepare reports, returns and other information required by the Plan or by law; and

(f) To direct the Company to pay benefits under the Plan, and to give other directions and instructions as may be necessary for the proper administration of the Plan.

Any decision, interpretation or other action made or taken by the Administrator arising out of or in connection with the Plan, will be within the absolute discretion of the Administrator, and will be final, binding and conclusive on the Company, and all Participants and Beneficiaries and their respective heirs, executors, administrators, successors and assigns. The Administrator's determinations under the Plan need not be uniform, and may be made selectively among Participants, whether or not they are similarly situated.

7.3. Indemnification of Committee.

The Company shall indemnify the members of the Committee against any and all claims, losses, damages, expenses, including attorney's fees, incurred by them, and any liability, including any amounts paid in settlement with their approval, arising from their action or failure to act, except when the same is judicially determined to be attributable to their gross negligence or willful misconduct.

ARTICLE VIII.
DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION

8.1. Claims.

A Participant, Beneficiary or other person who believes that he or she is being denied a benefit to which he or she is entitled (hereinafter referred to as "Claimant"), or his or her duly authorized representative, may file a written request for such benefit with the Committee setting forth his or her claim. The request must be addressed to the Committee at the Company at its then principal place of business.

8.2. Claim Decision.

Upon receipt of a claim, the Committee shall advise the Claimant that a reply will be forthcoming within a reasonable period of time, but ordinarily not later than ninety days, and shall, in fact, deliver such reply within such period. However, the Committee may extend the reply period for an additional ninety days for reasonable cause. If the reply period will be extended, the Committee shall advise the Claimant in writing during the initial 90-day period indicating the special circumstances requiring an extension and the date by which the Committee expects to render the benefit determination.

If the claim is denied in whole or in part, the Committee will render a written opinion, using language calculated to be understood by the Claimant, setting forth:

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

(b) the specific references 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 as to why such material or such information is necessary;

(d) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including a statement of the Claimant's right to bring a civil action under
Section 502(a) of ERISA following an adverse benefit determination on review; and

(e) the time limits for requesting a review of the denial under
Section 8.3 and for the actual review of the denial under Section 8.4.

If no notice is provided, the claim will be deemed denied. The interpretations, determinations and decisions of the Administrator will be final and binding upon all persons with respect to any right, benefit and privilege hereunder, subject to the review procedures set forth in this Article.

8.3. Request for Review of a Denied Claim.

Within sixty days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Senior Vice President of Human Resources of the Company ("Executive Officer") review the Committee's prior determination. Such request must be addressed to the Executive Officer at the Company at its then principal place of business. The Claimant or his or her duly authorized representative may submit written comments, documents, records or other information relating to the denied claim, which information shall be considered in the review under this Section without regard to whether such information was submitted or considered in the initial benefit determination.

The Claimant or his or her duly authorized representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information which (i) was relied upon by the Committee in making its initial claims decision, (ii) was submitted, considered or generated in the course of the Committee making its initial claims decision, without regard to whether such instrument was actually relied upon by the Committee in making its decision or (iii) demonstrates compliance by the Committee with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants. If the Claimant does not request a review of the Committee's determination within such 60-day period, he or she shall be barred and estopped from challenging such determination.

8.4. Review of Decision.

Within a reasonable period of time, ordinarily not later than sixty days, after the Executive Officer's receipt of a request for review, it will review the Committee's prior determination. If special circumstances require that the sixty-day time period be extended, the Executive Officer will so notify the Claimant within the initial 60-day period indicating the special circumstances requiring an extension and the date by which the Executive Officer expects to render its decision on review, which shall be as soon as possible but not later than 120 days after receipt of the request for review. In the event that the Executive Officer extends the determination period on review due to a Claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall not take into account the period beginning on the date on which notification of extension is sent to the Claimant and ending on the date on which the Claimant responds to the request for additional information.

Benefits under the Plan will be paid only if the Executive Officer decides in its discretion that the Claimant is entitled to such benefits. The decision of the Executive Officer shall be final and non-reviewable, unless found to be arbitrary and capricious by a court of competent review. Such decision will be binding upon the Company and the Claimant.

If the Executive Officer makes an adverse benefit determination on review, the Executive Officer will render a written opinion, using language calculated to be understood by the Claimant, setting forth:

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

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

(c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information which (i) was relied upon by the Executive Officer in making its decision, (ii) was submitted, considered or generated in the course of the Executive Officer making its decision, without regard to whether such instrument was actually relied upon by the Executive Officer in making its decision or (iii) demonstrates compliance by the Executive Officer with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents, and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and

(d) a statement of the Claimant's right to bring a civil action under
Section 502(a) of ERISA following the adverse benefit determination on such review.

8.5. Discretionary Authority.

The Committee and Executive Officer shall both have discretionary authority to determine a Claimant's entitlement to benefits upon his claim or his request for review of a denied claim, respectively.

ARTICLE IX.
AMENDMENT AND TERMINATION

9.1. Power to Amend or Terminate.

The Company reserves the right, by action of its Board in its sole discretion, to retroactively or prospectively amend, modify or terminate this Plan at any time.

9.2. Distribution Upon Plan Termination.

In the event that the Plan is terminated and distribution is permitted by law or regulation, the balance in a Participant's Account shall be paid to such Participant or his Beneficiary in a lump sum or in equal monthly installments over the following period, unless the Committee determines otherwise:

Account Balance                                  Payout Period

$50,000 or less                                  Lump Sum

More than $50,000 but less than $250,000         3 Years

$250,000 or more                                 5 Years

Gains and losses shall continue to be credited or charged to the Account in accordance with the provisions of Section 5.3. The Company reserves the right to pay each Account in a lump sum, notwithstanding the above schedule.

9.3. Protective Amendments Due to Change in Law.

(a) Change in Tax Laws. Without limiting the generality of the amendment and termination provisions in Section 9.1, the Company may, by action of its Board in its sole discretion, unilaterally amend, modify or terminate the Plan, retroactively or prospectively, to address or reflect changes in the actual or anticipated federal, state or local income or payroll tax consequences (or any other tax consequences) affecting either the Company, or any Participant or Beneficiary, including without limitation, those due to any of the following:

(i) the enactment or amendment of any federal, state or local tax or revenue law;

(ii) the promulgation or publication of any regulation, ruling or similar announcement by the Secretary of the Treasury Department, the Internal Revenue Service or any other relevant federal, state or local tax authority;

(iii)a decision by a court of competent jurisdiction involving a Participant or Beneficiary;

(iv) a closing agreement made under Code Section 7121 that is approved by the Internal Revenue Service and involves a Participant, or any similar agreement involving any state or local tax authority; or

(v) any similar type of change or any alteration in the expectations of the Company regarding the income or payroll tax impacts of the Plan.

Any such amendment or modification should be consistent, as determined by the Company in its sole discretion, with the changes in tax consequences and may include the transfer of unanticipated tax burdens to Participants and Beneficiaries.

(b) Change in Securities Laws. Without limiting the generality of the amendment and termination provisions in Section 9.3, the -------------------------- Company may, by action of its Board in its sole discretion, unilaterally amend, modify or terminate the Plan, retroactively or prospectively, to address or reflect changes in the securities laws or changes in the expectations of the Company regarding the application of securities laws to the Plan or the Company with regard to the Plan. Any such amendment, modification or termination should be consistent, as determined by the Company in its sole discretion, with the changes in the actual or anticipated securities law impacts of the Plan and may include limiting the rights of individuals to make deferrals, refunding deferred amounts, distributing Accounts or allowing Participants to rescind deferral elections.

ARTICLE X.
MISCELLANEOUS

10.1. Plan Not a Contract of Employment.

The adoption and maintenance of the Plan shall not be or be deemed to be a contract between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall give or be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time; nor shall the Plan give or be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person's right to terminate his employment at any time.

10.2. Non-Assignability of Benefits.

No Participant, Beneficiary or distributee of benefits under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by any creditor of any such Participant, Beneficiary or other distributee for the payment of any debt, judgment, or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of such Participant, Beneficiary or other distributee hereunder.

10.3. Severability.

If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.

10.4. Governing Laws.

All provisions of the Plan shall be construed in accordance with the internal laws (but not the choice of laws) of Ohio, except to the extent preempted by federal law.

10.5. Binding Effect.

This Plan shall be binding on each Participant and his heirs and legal representatives and on the Company and its successors and assigns.

10.6. Entire Agreement.

This document and any amendments contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect.

10.7. No Guaranty of Tax Consequences.

While the Company has established, and will maintain, the Plan, the Company makes no representation, warranty, commitment, or guaranty concerning the income, employment, or other tax consequences of participation in the Plan under federal, state, or local law.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed on this 28th day of December, 2004.

INVACARE CORPORATION

By /s/ Gregory C. Thompson
   _____________________________

And /s/ Joseph Usaj
   _____________________________

Exhibit 10(u)

INVACARE CORPORATION

DEATH BENEFIT ONLY PLAN

Effective: January 1, 2005

                  THIS PLAN is adopted by INVACARE  CORPORATION,  an Ohio
corporation  (hereinafter  referred to as the "Company");

                                               W I T N E S S E T H:
                                               - - - - - - - - - -

                  WHEREAS, certain of the Company's key executives previously

have participated in Company-sponsored life insurance programs which is being terminated by the Company; and

WHEREAS, the Company desires to provide all or certain of such key executives with a plan providing only death benefits effective as of January 1, 2005, provided that such key executives satisfy the conditions for participation as determined by the Company in its sole and absolute discretion; and

WHEREAS, the Board of Directors of the Company has approved the establishment of this Plan.

NOW, THEREFORE, effective as of January 1, 2005, the Company hereby adopts the Invacare Corporation Death Benefit Only Plan, as follows:

ARTICLE I

DEFINITIONS

1.1 Affiliate. The word "affiliate" shall mean any corporation or business organization during any period during which it is a member of a controlled group of corporations or trades or businesses which includes the Company within the meaning of Sections 414(b) and 414(c) of the Internal Revenue Code.

1.2 Beneficiary. The word "beneficiary" shall mean any person who receives or is designated to receive payment of a benefit under the terms of this Plan on the death of a participant.

1.3 Bonus Plan. The words "Bonus Plan" shall mean the Management Incentive Plan of Invacare Corporation, as in effect on the date hereof and as it may be amended from time to time hereafter.

1.4 Committee. The word "Committee" shall mean chief financial officer, and the Company's Human Resources officer or director.

1.5 Company. The word "Company" shall mean Invacare Corporation, an Ohio corporation, or any successor corporation or other business organization which shall assume the obligations of the Company under this Plan as provided herein with respect to the participants and their beneficiaries.

1.7 Earnings. The word "Earnings" shall mean the Participant's annual base salary in effect on the immediately preceding April 1st or on the date of the Termination of Service of a Participant, if the Termination of Service occurs on April 1st, plus the Participant's Target Bonus.

                  1.9      Employee.  The  word  "Employee"  shall  mean an
                           --------
individual  who  receives  salary  for personal services rendered to the
Company.

                  1.10     Final  Earnings.  The  words  "Final  Earnings"
                           ---------------

shall mean the Participant's highest annual Earnings in effect for each of the three years ending on his Termination of Service.

1.12 Participant. The word "Participant" shall mean any person who becomes a participant in this Plan and remains a participant in this Plan in accordance with Article II hereof. A participant shall cease to be a participant upon the occurrence of an event described in Section 2.4 hereof.

1.13 Plan. The word "Plan" shall mean Invacare Corporation Death Benefit Only Plan as set forth herein and as amended from time to time hereafter.

1.15 Target Bonus. The words "Target Bonus" shall mean the annual base salary in effect on the immediately preceding April 1st or on the date of the Termination of Service of a Participant, if Termination of Service occurs on April 1st, times the Target Bonus percentage in effect on that same date under the Company's Bonus Plan.

1.16 Termination of Service. The words "Termination of Service" shall mean the Participant ceasing employment with the Company for any reason whatsoever whether voluntarily or involuntarily, including by reasons of retirement, death, or disability.

(a)                                furnish to the Committee all information
                                   requested by it;

(b)                                execute such documents and such instruments
                                   as the Committee may require to facilitate
                                   the administration of this Plan;

(c)                                agree in such form and manner as the
                                   Committee may require to be bound by the
                                   terms of this Plan and by the terms of such
                                   Amendments as may be made hereto; and

(d)                                truthfully and fully answer any questions and
                                   supply any information which the Committee
                                   deems necessary or desirable for the proper
                                   administration of this Plan, without any
                                   reservations whatsoever.

                  2.2 Date of Participation. An eligible Employee who shall have

timely done all acts required of him to become a participant shall become a participant on or as of such date as shall be specified by the Committee.

2.3 Cessation of Participation. A participant shall cease his participation under this Plan in the event of the termination of this Plan pursuant to Section 6.1.

2.4 Participation in Other Death Benefit Plans. By becoming a Participant in this Plan, the Participant agrees to limit his coverage under the Group Life Insurance Plan, and all other group life insurance plans provided by the Company whether currently or in the future to $50,000. Any Participant in this Plan may still participate in any accidental death and dismemberment plan offered by the Company.

ARTICLE III

DEATH BENEFITS

3.1 Death During Employment. If a Participant's death occurs while he/she is in the employ of the Company and prior to his Normal Retirement Date, his beneficiary shall receive a death benefit equal to three (3) times the Participant's Earnings.

3.2 Post-Termination Death Benefit. A death benefit equal to one (1) times Final Earnings shall be payable on behalf of a Participant whose death occurs subsequent to either his Normal Retirement Date or his Termination of Employment.

3.3 Beneficiary Designation. A participant shall designate a beneficiary or beneficiaries to receive any amount due under this Article III by executing a written notice thereof to the Committee at any time prior to his death and may revoke or change the beneficiary designated therein without the consent of any person previously designated as beneficiary by written notice delivered to the Committee at any time and from time to time prior to his death. If a participant shall have failed to designate a beneficiary, or if no designated beneficiary shall survive him, then such amount shall be paid to his spouse, if his spouse survives him, or, if his spouse doesn't survive him, to the executor or administrator of his estate for distribution as part of his estate.

3.4 Restriction on Payment. Notwithstanding anything contained in this Plan to the contrary, no payment shall be made to the beneficiaries of a Participant under this Plan in the event that, within one year of the date of the Participant's participation in the Plan, the Participant dies by suicide, whether sane or insane.

ARTICLE IV

FINANCING OF BENEFITS

4.1 Funding. The undertakings of the Company herein constitute merely the unsecured promise of the Company to provide the benefits set forth herein. No property of the Company is or shall, by reason of this Plan, be held in trust for a participant, any designated beneficiary or any other person, and neither the participant nor any designated beneficiary nor any other person shall have, by reason of this Plan, any rights, title or interest of any kind in or to any property of the Company.

(a)                                 To enact such rules, regulations, and
                                    procedures and to prescribe the use of such
                                    forms as it shall deem advisable.

(b)                                 To appoint or employ such agents, attorneys,
                                    actuaries, and assistants at the expense of
                                    the Company, as it may deem necessary to
                                    keep its records or to assist it in taking
                                    any other action.

(c)                                 To interpret this Plan, and to resolve
                                    ambiguities, inconsistencies, and omissions,
                                    to determine any question of fact, to
                                    determine the right to benefits of, and
                                    amount of benefits, if any, payable to, any
                                    person in accordance with the provisions of
                                    this Plan.

                   5.2 Claims Denial. If any beneficiary or the authorized

representative of a beneficiary shall file an application for benefits hereunder and such application is denied by the Committee, in whole or in part, he shall be notified in writing of the specific reason or reasons for such denial. The notice shall also set forth the specific Plan provisions upon which the denial is based, an explanation of the provisions of Section 6.3 hereof, and any other information deemed necessary or advisable by the Committee.

5.3 Review of Benefit Denial. Any beneficiary or any authorized representative of a beneficiary whose application for benefits hereunder has been denied, in whole or in part, by the Committee may, upon written notice to the Committee, request a review by the Board of Directors of the Company of such denial of his application. Such review may be made by written briefs submitted by the applicant and the Committee or at a hearing, or by both, as shall be deemed necessary by the Committee. If the applicant requests a hearing, the Board of Directors shall appoint from its members an Appeal Examiner to conduct such hearing. Any hearing conducted by an Appeal Examiner shall be held in such location as shall be reasonably convenient to the applicant. The date and time of any such hearing shall be designated by the Appeal Examiner upon not less than seven (7) days' notice to the applicant and the Committee unless both of them accept shorter notice. The Appeal Examiner shall make every effort to schedule the hearing on a day and at a time which is convenient to both the applicant and the Committee. If the applicant does not

request a hearing, the Board of Directors may review the denial of such benefits or may appoint an Appeal Examiner to review the denial. After the review has been completed, the Board of Directors or the Appeal Examiner shall render a decision in writing, a copy of which shall be sent to both the applicant and the Committee. In rendering its decision, the Board of Directors and the Appeal Examiner shall have full power and discretion to interpret this Plan, to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of the applicant in accordance with the provisions of this Plan. Such decision shall set forth the specific reason or reasons for the decision and the specific Plan provisions upon which the decision is based and, if the decision is made by an Appeal Examiner, the rights of the applicant or the Committee to request a review by the entire Board of Directors of the decision of the Appeal Examiner. Either the applicant or the Committee may request a review of an adverse decision of the Appeal Examiner by filing a written request with the Board of Directors within thirty (30) days after they receive a copy of the Appeal Examiner's decision. The review of a decision of an Appeal Examiner shall be based solely on the written record and shall be conducted in accordance with the procedures of this Section 6.3. Except as provided in Section 6.4 hereof, there shall be no further appeal from a decision rendered by a quorum of the Board of Directors.

5.4 Exclusive Remedy. The interpretations, determinations and decisions of the Committee, Appeal Examiner and Board of Directors shall, except to the extent provided in Section 6.3 hereof and in this Section 6.4, be final and binding upon all persons with respect to any right, benefit and privilege hereunder. The review procedures of said Section 6.3 shall be the sole and exclusive remedy and shall be in lieu of all actions at law, in equity, pursuant to arbitration or otherwise.

5.5 Limitation of Duties. The Company, Committee, Appeal Examiner, Board of Directors, and their respective officers, members, employees and agents shall have no duty or responsibility under this Plan other than the duties and responsibilities expressly assigned to them herein or delegated to them pursuant hereto. None of them shall have any duty or responsibility with respect to the duties or responsibilities assigned or delegated to another of them.

5.6 No Personal Liability. The Committee, Board of Directors, Appeal Examiner, and their respective officers, employees, members and agents shall incur no personal liability of any nature whatsoever in connection with any act done or omitted to be done in the administration of this Plan. The Company shall indemnify, defend, and hold harmless the Committee, Board of Directors, Appeal Examiner, and their respective officers, employees, members and agents, for all acts taken or omitted in carrying out their responsibilities under the terms of this Plan. The Company shall indemnify such persons for expenses of defending an action by a participant, beneficiary, government entity, or other persons, including all legal fees and other costs of such defense. The Company will also reimburse such a person for any monetary recovery in a successful action against such person in any federal or state court or arbitration. In addition, if the claim is settled out of court with the concurrence of the Company, the Company shall indemnify such person for any monetary liability under said settlement.

(a)                                deprive any beneficiary of a totally and
                                   permanently disabled participant of his right
                                   to receive death benefits as provided in
                                   Article III hereof, or reduce the amount of
                                   such death benefits, without his consent; or

(b)                                deprive any beneficiary of a participant who
                                   is a retired Employee of his right to receive
                                   death benefits as provided by Article III
                                   hereof, or reduce the amount of such death
                                   benefits, without his consent.

Any such amendment or termination may, however, reduce or eliminate the death benefits provided by Article III hereof with respect to any participant (and the designated beneficiary of such participant) who is an Employee at the date of such amendment or termination of this Plan.

ARTICLE VII

MISCELLANEOUS

7.1 No Guarantee of Employment. Neither anything contained herein, nor any acts done in pursuance of this Plan, shall be construed as entitling any participant to be retained as an Employee for any period of time nor as obliging the Company to retain any participant as an Employee for any period of time, nor shall any participant nor anyone else have any rights whatsoever, legal or equitable, against the Company as a result of this Plan except those expressly granted to him hereunder.

7.2 Taxes. The Company shall deduct from each Participant's compensation all applicable Federal or State taxes that may be required by law to be withheld resulting from the Company's funding of the benefits payable under the Plan.

7.3 Gross-Up Due to Taxable Income. The Company may, in its sole discretion, increase the Participant's compensation in an amount as

determined by the Company to provide additional compensation to the Participant to pay some or all of the income taxes on the taxable income referred to in
Section 7.2 above.

7.4 Construction Rules. Whenever any pronoun is used herein, it shall be construed to include the masculine pronoun, the feminine pronoun or the neuter pronoun as shall be appropriate.

7.5 Governing Law. This Plan shall be construed under and in accordance with and governed by the laws of the State of Ohio and the United States of America.

7.6 Savings Clause. In the event that any provisions or terms of this Plan, or any agreement or instrument required by the Committee hereunder, is determined by any judicial, quasi-judicial or administrative body to be void or not enforceable for any reason, all other provisions or terms of this Plan or such agreement or instrument shall remain in full force and effect and shall be enforceable as if such void or nonenforceable provision or term had never been a part of this Plan, or such agreement or instrument.

7.7 Non-Alienation. No benefits under this Plan shall be subject in any manner to be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or charged, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such benefits in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefits as are herein provided for him.

7.8 Satisfaction of Claims. Any payment to or for the benefit of any beneficiary, in accordance with the provisions of this Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against this Plan, the Committee and the Company, any of whom may require such beneficiary, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Committee or the Company, as the case may be.

7.9 Payment to Third Party. If the Committee shall find that any person to whom any amount is payable under this Plan is unable to care for his affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine.

7.10 Successors and Assigns. The Company's obligations under this Plan shall be binding on the Company's successors and assigns.

IN WITNESS WHEREOF, INVACARE CORPORATION, by its duly authorized officers, has caused this Plan to be executed as of this 28th day of December, 2004.

INVACARE CORPORATION

("Company")

By /s/ Gregory C. Thompson
  ______________________________

Exhibit 10(v)

Rule 10b5-1 Sales Plan

I, A. Malachi Mixon, III, have, as of the date set forth below, established this Sales Plan (the "Plan") in order to sell Invacare Corporation (the "Issuer") common shares, no par value per share (the "Stock"), pursuant to the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

1. I elect to surrender Stock to the Issuer in order to satisfy the minimum tax withholding obligation required by federal, state and local governmental authorities (including such amount, if any, as may be required under the American Jobs Creation Act of 2004) with respect to the shares of stock I will receive on the respective maturity dates of the restricted stock grants and/or deferred option exercises as indicated on the Attachment A to the Plan.

2. On each respective maturity date set forth on Attachment A hereto the Issuer agrees to withhold such portion of the shares maturing on such date as is necessary to satisfy such minimum tax withholding obligation required by federal, state and local governmental authorities based on the rates in effect on the applicable maturity date at a price per share equal to the closing price of the Issuer Stock on the New York Stock Exchange on the applicable maturity date.

3. The Plan will terminate on the earliest of:

a. January 1, 2009;

b. the completion of the maturity of the Stock referenced in Section 1 of the Plan;

c. the Issuer's receipt of notice of my death or mental incapacity;

d. the Issuer's reasonable determination that: (i) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; or (ii) I have not complied with the Plan, Rule 10b5-1 or other applicable securities laws;

e. the Issuer's receipt of written notice of termination from me by overnight service and facsimile certifying that I desire to terminate the Plan and have consulted with my legal advisors about the termination of the Plan;

f. the Issuer's receipt of notice from me by telephone or facsimile specifying that a legal, contractual or regulatory restriction applicable to me or my affiliates would prohibit any sale pursuant to the Plan or result in material adverse consequences to me as a result of any such sale, or

g. the public announcement of a public offering or other distribution of securities by the Issuer or of a merger, acquisition, tender or exchange offer, or other business combination resulting in the exchange or conversion of the Stock of the Issuer into shares of a company other than the Issuer.

4. In the event of a stock split, reverse stock split or stock dividend relating to the Stock, the dollar amount at which shares of Stock are to be surrendered to the Issuer and the number of shares to be surrendered will be automatically adjusted proportionately.

5. In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares for the type of shares of

Stock subject to the Plan, then the new shares will automatically replace the type of shares of Stock originally specified in the Plan.

6. The Plan may be modified or amended only upon the written agreement of myself and the Issuer.

7. The Plan may be signed in counterparts, each of which will be an original. I will not assign my rights or obligations under the Plan without the Issuer's consent.

8. The Plan, and the attached Representation Letter , dated the date hereof, constitutes the entire agreement and Plan between me and the Issuer and supersede any prior agreements or understandings regarding the Plan. The invalidity or unenforceability of any provision of the Plan will not affect the validity or enforceablity of any other provision.

9. All notices given by the parties under this Plan will be made in the manner specified in this Plan by telephone, facsimile or recognized overnight service as follows:

a. If to the Issuer:

Invacare Corporation Attn: Gregory C. Thompson One Invacare Way
Elyria, OH 44036
Tel: 440-329-6000 Fax: ( )

b. If to me:

A. Malachi Mixon, III
(One Invacare Way)

(Elyria, OH 44036)

(Tel: 440-329-6000)

(Fax: ( ))

10. This Plan will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the conflict of law principles of that State.

The undersigned have signed this Sales Plan as of February 14, 2005.

/s/ A. Malachi Mixon, III
__________________________                     Invacare Corporation (the Issuer)

                                               By: /s/ Gregory C. Thompson
                                                   _______________________
                                                   Chief Financial Officer

Rule 10b5-1 Plan of: A. Malachi Mixon, III Executed on February 14, 2005

                                            Number of
Type of Grant             Maturity Date     Shares     Issuer   Type of Shares
-------------             -------------     ---------  -------  --------------

Deferred Option           March 22, 2005    66,374     Invacare    Common

Restricted Stock-R01001   May 1, 2005       2,917      Invacare    Common

Restricted Stock-R02001   May 1, 2005       3,176      Invacare    Common
Restricted Stock-R02001   May 1, 2006       3,175      Invacare    Common

Restricted Stock-R03001   May 1, 2005       3,671      Invacare    Common
Restricted Stock-R03001   May 1, 2006       3,671      Invacare    Common
Restricted Stock-R03001   May 1, 2007       3,670      Invacare    Common

Restricted Stock-R04001   May 1, 2005       2,628      Invacare    Common
Restricted Stock-R04001   May 1, 2006       2,628      Invacare    Common
Restricted Stock-R04001   May 1, 2007       2,627      Invacare    Common
Restricted Stock-R04001   May 1, 2008       2,627      Invacare    Common

Rule 10b5-1 Representation Letter

Invacare Corporation
Attn: Gregory C. Thompson
One Invacare Way
Elyria, OH 44036

Ladies and Gentlemen:

In consideration of Invacare Corporation ("Invacare") agreeing to accept the surrender of Invacare shares from the restricted stock or deferred options maturing in order to satisfy my minimum tax withholding obligation for federal, state and local taxes under a written plan (the "Plan") that I, A. Malachi Mixon, III, have established to meet the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other good and valuable consideration I make the following representations, warranties and covenants:

1. A true and accurate copy of the Plan is attached.

2. I am entering into the Plan in good faith, in compliance with the requirements of Rule 10b5-1, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other federal securities laws. As of the date hereof, I am not aware of any material nonpublic information about Invacare (the "Issuer") or its securities.

3. I have consulted with my own advisors as to the legal, tax, business, and financial aspects of, and have not relied on Invacare in connection with, my adoption and implementation of the Plan and I have confirmed that the Plan meets the criteria set forth in Rule 10b5-1. I acknowledge that Invacare Corporation is not acting as a fiduciary or an advisor for me.

4. I have been granted all restricted shares and all deferred options that are subject to the Plan free and clear of liens, encumbrances, options or other limitation on disposition of any kind.

5. While the Plan is in effect, I agree that:

a. I will not enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan (including, without limitation, with respect to any securities convertible or exchangeable into those securities) and I will not alter or deviate from the terms of the Plan; and

b. I will notify Invacare in advance of any sales or purchases of, or derivative transactions on, any of the Issuer's securities that I propose to make.

6. Except as provided under the terms of the Plan, I further agree that I will not exercise any subsequent influence over how, when or whether transactions are effected under the plan.

7. I agree to make or cause to be made in a timely manner all necessary filings applicable to me, including Rule 144 filings, filings pursuant to Sections 13 and 16 of the Exchange Act, and any other filings necessary pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act.

8. The execution and delivery of the Plan by me and the transactions contemplated by the Plan will not contravene any provision of applicable law or any agreement or other instrument binding on me or any of my affiliates or any judgment, order or decree of any governmental body having jurisdiction over me or my affiliates.

9. I agree to give Invacare notice as soon as possible of (a) any subsequent legal, contractual or regulatory restrictions imposed on me due to changes in the securities (or other) laws, contractual restrictions, or anticipated or changed events, that would prevent Invacare or me from complying with the Plan and (b) the occurrence of any event that could cause the Plan to terminate or be suspended under
Section 2 or Section 3 of the Plan.

Very truly yours,

/s/ A. Malachi Mixon, III
__________________________
Name:  A. Malachi Mixon, III
Date:  2/21/05

Exhibit 10(w)

Rule 10b5-1 Sales Plan

I, Gerald B. Blouch, have, as of the date set forth below, established this Sales Plan (the "Plan") in order to sell Invacare Corporation (the "Issuer") common shares, no par value per share (the "Stock"), pursuant to the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

1. I elect to surrender Stock to the Issuer in order to satisfy the minimum tax withholding obligation required by federal, state and local governmental authorities (including such amount, if any, as may be required under the American Jobs Creation Act of 2004) with respect to the shares of stock I will receive on the respective maturity dates of the restricted stock grants and/or deferred option exercises as indicated on the Attachment A to the Plan.

2. On each respective maturity date set forth on Attachment A hereto the Issuer agrees to withhold such portion of the shares maturing on such date as is necessary to satisfy such minimum tax withholding obligation required by federal, state and local governmental authorities based on the rates in effect on the applicable maturity date at a price per share equal to the closing price of the Issuer Stock on the New York Stock Exchange on the applicable maturity date.

3. The Plan will terminate on the earliest of:

a. January 1, 2009;

b. the completion of the maturity of the Stock referenced in Section 1 of the Plan;

c. the Issuer's receipt of notice of my death or mental incapacity;

d. the Issuer's reasonable determination that: (i) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; or (ii) I have not complied with the Plan, Rule 10b5-1 or other applicable securities laws;

e. the Issuer's receipt of written notice of termination from me by overnight service and facsimile certifying that I desire to terminate the Plan and have consulted with my legal advisors about the termination of the Plan;

f. the Issuer's receipt of notice from me by telephone or facsimile specifying that a legal, contractual or regulatory restriction applicable to me or my affiliates would prohibit any sale pursuant to the Plan or result in material adverse consequences to me as a result of any such sale, or

g. the public announcement of a public offering or other distribution of securities by the Issuer or of a merger, acquisition, tender or exchange offer, or other business combination resulting in the exchange or conversion of the Stock of the Issuer into shares of a company other than the Issuer.

4. In the event of a stock split, reverse stock split or stock dividend relating to the Stock, the dollar amount at which shares of Stock are to be surrendered to the Issuer and the number of shares to be surrendered will be automatically adjusted proportionately.

5. In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares for the type of shares of

Stock subject to the Plan, then the new shares will automatically replace the type of shares of Stock originally specified in the Plan.

6. The Plan may be modified or amended only upon the written agreement of myself and the Issuer.

7. The Plan may be signed in counterparts, each of which will be an original. I will not assign my rights or obligations under the Plan without the Issuer's consent.

8. The Plan, and the attached Representation Letter , dated the date hereof, constitutes the entire agreement and Plan between me and the Issuer and supersede any prior agreements or understandings regarding the Plan. The invalidity or unenforceability of any provision of the Plan will not affect the validity or enforceablity of any other provision.

9. All notices given by the parties under this Plan will be made in the manner specified in this Plan by telephone, facsimile or recognized overnight service as follows:

a. If to the Issuer:

Invacare Corporation Attn: Gregory C. Thompson One Invacare Way
Elyria, OH 44036
Tel: 440-329-6000 Fax: ( )

b. If to me:

Gerald B. Blouch
One Invacare Way
Elyria, Ohio 44036

(Tel: 440-329-6000)

(Fax: ( ))

10. This Plan will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the conflict of law principles of that State.

The undersigned have signed this Sales Plan as of February 22, 2005.

/s/ Gerald B. Blouch                       Invacare Corporation (the Issuer)
______________________
Name: Gerald B. Blouch

                                          By:    /s/ Gregory C. Thompson
                                                 _______________________
                                          Name:  Gregory C. Thompson
                                          Title: Senior Vice President and Chief
                                                 Financial Officer

                                               Number
Type of Grant                   Maturity Date  of Shares  Issuer  Type of Shares
-------------                   -------------  ---------  ------  --------------

Deferred Option Maturity        May 15, 2005   34,903     Invacare     Common

Restricted Stock Grant R01002   May 1, 2005     1,800     Invacare     Common

Restricted Stock Grant R02002   May 1, 2005     1,964     Invacare     Common
Restricted Stock Grant R02002   May 1, 2006     1,964     Invacare     Common

Restricted Stock Grant R03002   May 1, 2005     2,272     Invacare     Common
Restricted Stock Grant R03002   May 1, 2006     2,272     Invacare     Common
Restricted Stock Grant R03002   May 1, 2007     2,272     Invacare     Common

Restricted Stock Grant R04002   May 1, 2005     1,627     Invacare     Common
Restricted Stock Grant R04002   May 1, 2006     1,627     Invacare     Common
Restricted Stock Grant R04002   May 1, 2007     1,627     Invacare     Common
Restricted Stock Grant R04002   May 1, 2008     1,627     Invacare     Common

Rule 10b5-1 Representation Letter

Invacare Corporation
Attn: Gregory C. Thompson
One Invacare Way
Elyria, OH 44036

Ladies and Gentlemen:

In consideration of Invacare Corporation ("Invacare") agreeing to accept the surrender of Invacare shares from the restricted stock or deferred options maturing in order to satisfy my minimum tax withholding obligation for federal, state and local taxes under a written plan (the "Plan") that I, Gerald B. Blouch, have established to meet the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other good and valuable consideration I make the following representations, warranties and covenants:

1. A true and accurate copy of the Plan is attached.

2. I am entering into the Plan in good faith, in compliance with the requirements of Rule 10b5-1, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other federal securities laws. As of the date hereof, I am not aware of any material nonpublic information about Invacare (the "Issuer") or its securities.

3. I have consulted with my own advisors as to the legal, tax, business, and financial aspects of, and have not relied on Invacare in connection with, my adoption and implementation of the Plan and I have confirmed that the Plan meets the criteria set forth in Rule 10b5-1. I acknowledge that Invacare Corporation is not acting as a fiduciary or an advisor for me.

4. I have been granted all restricted shares and all deferred options that are subject to the Plan free and clear of liens, encumbrances, options or other limitation on disposition of any kind.

5. While the Plan is in effect, I agree that:

a. I will not enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan (including, without limitation, with respect to any securities convertible or exchangeable into those securities) and I will not alter or deviate from the terms of the Plan; and

b. I will notify Invacare in advance of any sales or purchases of, or derivative transactions on, any of the Issuer's securities that I propose to make.

6. Except as provided under the terms of the Plan, I further agree that I will not exercise any subsequent influence over how, when or whether transactions are effected under the plan.

7. I agree to make or cause to be made in a timely manner all necessary filings applicable to me, including Rule 144 filings, filings pursuant

to Sections 13 and 16 of the Exchange Act, and any other filings necessary pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act.

8. The execution and delivery of the Plan by me and the transactions contemplated by the Plan will not contravene any provision of applicable law or any agreement or other instrument binding on me or any of my affiliates or any judgment, order or decree of any governmental body having jurisdiction over me or my affiliates.

9. I agree to give Invacare notice as soon as possible of (a) any subsequent legal, contractual or regulatory restrictions imposed on me due to changes in the securities (or other) laws, contractual restrictions, or anticipated or changed events, that would prevent Invacare or me from complying with the Plan and (b) the occurrence of any event that could cause the Plan to terminate or be suspended under
Section 2 or Section 3 of the Plan.

Very truly yours,

        /s/Gerald B. Blouch
        ___________________
Name:    Gerald B. Blouch
Date:    February 22, 2005

Exhibit 10(x)

Rule 10b5-1 Sales Plan

I, Gregory C. Thompson, have, as of the date set forth below, established this Sales Plan (the "Plan") in order to sell Invacare Corporation (the "Issuer") common shares, no par value per share (the "Stock"), pursuant to the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

1. I elect to surrender Stock to the Issuer in order to satisfy the minimum tax withholding obligation required by federal, state and local governmental authorities (including such amount, if any, as may be required under the American Jobs Creation Act of 2004) with respect to the shares of stock I will receive on the respective maturity dates of the restricted stock grants and/or deferred option exercises as indicated on the Attachment A to the Plan.

2. On each respective maturity date set forth on Attachment A hereto the Issuer agrees to withhold such portion of the shares maturing on such date as is necessary to satisfy such minimum tax withholding obligation required by federal, state and local governmental authorities based on the rates in effect on the applicable maturity date at a price per share equal to the closing price of the Issuer Stock on the New York Stock Exchange on the applicable maturity date.

3. The Plan will terminate on the earliest of:

a. January 1, 2009;

b. the completion of the maturity of the Stock referenced in Section 1 of the Plan;

c. the Issuer's receipt of notice of my death or mental incapacity;

d. the Issuer's reasonable determination that: (i) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; or (ii) I have not complied with the Plan, Rule 10b5-1 or other applicable securities laws;

e. the Issuer's receipt of written notice of termination from me by overnight service and facsimile certifying that I desire to terminate the Plan and have consulted with my legal advisors about the termination of the Plan;

f. the Issuer's receipt of notice from me by telephone or facsimile specifying that a legal, contractual or regulatory restriction applicable to me or my affiliates would prohibit any sale pursuant to the Plan or result in material adverse consequences to me as a result of any such sale, or

g. the public announcement of a public offering or other distribution of securities by the Issuer or of a merger, acquisition, tender or exchange offer, or other business combination resulting in the exchange or conversion of the Stock of the Issuer into shares of a company other than the Issuer.

4. In the event of a stock split, reverse stock split or stock dividend relating to the Stock, the dollar amount at which shares of Stock are to be surrendered to the Issuer and the number of shares to be surrendered will be automatically adjusted proportionately.

5. In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares for the type of shares of

Stock subject to the Plan, then the new shares will automatically replace the type of shares of Stock originally specified in the Plan.

6. The Plan may be modified or amended only upon the written agreement of myself and the Issuer.

7. The Plan may be signed in counterparts, each of which will be an original. I will not assign my rights or obligations under the Plan without the Issuer's consent.

8. The Plan, and the attached Representation Letter , dated the date hereof, constitutes the entire agreement and Plan between me and the Issuer and supersede any prior agreements or understandings regarding the Plan. The invalidity or unenforceability of any provision of the Plan will not affect the validity or enforceablity of any other provision.

9. All notices given by the parties under this Plan will be made in the manner specified in this Plan by telephone, facsimile or recognized overnight service as follows:

a. If to the Issuer:

Invacare Corporation Attn: Joseph Usaj One Invacare Way
Elyria, OH 44036
Tel: 440-329-6000 Fax: ( )

b. If to me:

Gregory C. Thomspon One Invacare Way
Elyria, OH 44036

(Tel: 440-329-6000)

Fax: ( )

10. This Plan will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the conflict of law principles of that State.

The undersigned have signed this Sales Plan as of February 21, 2005.

/s/ Gregory C. Thompson                        Invacare Corporation (the Issuer)
_______________________
Name: Gregory C. Thompson

                                               By:      /s/ Joseph S. Usaj
                                                        __________________
                                               Name:    Joseph S. Usaj
                                               Title:   Sr VP Human Resources

Rule 10b5-1 Plan of: Gregory C. Thompson Executed on February 21, 2005

                                          Number
Type of Grant             Maturity Date   of Shares  Issuer    Type of Shares
-------------             -------------   ---------  ------    --------------

Restricted Stock R02007   Nov. 4, 2005      1,150    Invacare  Common Stock
Restricted Stock R02007   Nov. 4, 2006      1,150    Invacare  Common Stock
Restricted Stock R03003   May 1, 2005       1,281    Invacare  Common Stock
Restricted Stock R03003   May 1, 2006       1,280    Invacare  Common Stock
Restricted Stock R03003   May 1, 2007       1,280    Invacare  Common Stock
Restricted Stock R04003   May 1, 2005         873    Invacare  Common Stock
Restricted Stock R04003   May 1, 2006         873    Invacare  Common Stock
Restricted Stock R04003   May 1, 2007         873    Invacare  Common Stock
Restricted Stock R04003   May 1, 2008         873    Invacare  Common Stock

Rule 10b5-1 Representation Letter

Invacare Corporation
Attn: Joseph Usaj
One Invacare Way
Elyria, OH 44036

Ladies and Gentlemen:

In consideration of Invacare Corporation ("Invacare") agreeing to accept the surrender of Invacare shares from the restricted stock or deferred options maturing in order to satisfy my minimum tax withholding obligation for federal, state and local taxes under a written plan (the "Plan") that I, Gregory C. Thompson, have established to meet the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other good and valuable consideration I make the following representations, warranties and covenants:

1. A true and accurate copy of the Plan is attached.

2. I am entering into the Plan in good faith, in compliance with the requirements of Rule 10b5-1, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other federal securities laws. As of the date hereof, I am not aware of any material nonpublic information about Invacare (the "Issuer") or its securities.

3. I have consulted with my own advisors as to the legal, tax, business, and financial aspects of, and have not relied on Invacare in connection with, my adoption and implementation of the Plan and I have confirmed that the Plan meets the criteria set forth in Rule 10b5-1. I acknowledge that Invacare Corporation is not acting as a fiduciary or an advisor for me.

4. I have been granted all restricted shares and all deferred options that are subject to the Plan free and clear of liens, encumbrances, options or other limitation on disposition of any kind.

5. While the Plan is in effect, I agree that:

a. I will not enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan (including, without limitation, with respect to any securities convertible or exchangeable into those securities) and I will not alter or deviate from the terms of the Plan; and

b. I will notify Invacare in advance of any sales or purchases of, or derivative transactions on, any of the Issuer's securities that I propose to make.

6. Except as provided under the terms of the Plan, I further agree that I will not exercise any subsequent influence over how, when or whether transactions are effected under the plan.

7. I agree to make or cause to be made in a timely manner all necessary filings applicable to me, including Rule 144 filings, filings pursuant to Sections 13 and 16 of the Exchange Act, and any other filings necessary pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act.

8. The execution and delivery of the Plan by me and the transactions contemplated by the Plan will not contravene any provision of applicable law or any agreement or other instrument binding on me or any of my affiliates or any judgment, order or decree of any governmental body having jurisdiction over me or my affiliates.

9. I agree to give Invacare notice as soon as possible of (a) any subsequent legal, contractual or regulatory restrictions imposed on me due to changes in the securities (or other) laws, contractual restrictions, or anticipated or changed events, that would prevent Invacare or me from complying with the Plan and (b) the occurrence of any event that could cause the Plan to terminate or be suspended under
Section 2 or Section 3 of the Plan.

Very truly yours,

   /s/ Gregory C. Thompson
       ___________________
Name:  Gregory C. Thompson
Date:  2/21/05

Exhibit 10(y)

Supplemental Executive Retirement Plan
(As amended and restated effective February 1, 2000)

INVACARE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As amended and restated effective February 1, 2000)

Table of Contents

Page

1. Introduction................................................................1
         1.1 Adoption and Name of Plan.........................................1
         1.2 Purpose of Plan...................................................1
         1.3 "Top Hat" Pension Benefit Plan....................................1
         1.4 Plan Unfunded.....................................................1
         1.5 Effective Date....................................................1
         1.6 Administration....................................................1

2. Definitions and Construction................................................2
         2.1 Definitions.......................................................2
                  2.1.1 Actuarial Equivalent...................................2
                  2.1.2 Beneficiary............................................2
                  2.1.3 Board..................................................2
                  2.1.4 Bonus Plan.............................................2
                  2.1.5 Change of Control......................................2
                  2.1.6 Change of Control Benefit..............................2
                  2.1.7 Code...................................................2
                  2.1.8 Committee..............................................2
                  2.1.9 Company................................................3
                  2.1.10 Company Contribution Offset...........................3
                  2.1.11 Death Benefit.........................................3
                  2.1.12 Disability............................................3
                  2.1.13 Disability Benefit....................................3
                  2.1.14 Early Retirement Benefit..............................3
                  2.1.15 Early Retirement Date.................................4
                  2.1.16 Earnings..............................................4
                  2.1.17 Effective Date........................................4
                  2.1.18 Employee..............................................4
                  2.1.19 ERISA.................................................4
                  2.1.20 Final Earnings........................................4
                  2.1.21 Normal Retirement Benefit.............................4
                  2.1.22 Normal Retirement Date................................5
                  2.1.23 Offset................................................5
                  2.1.24 Participant...........................................5
                  2.1.25 Participation Agreement...............................5
                  2.1.26 Plan..................................................5
                  2.1.27 Prior Distribution Offset.............................5
                  2.1.28 Service...............................................5
                  2.1.29 Service Ratio.........................................6
                  2.1.30 Social Security Offset................................6
                  2.1.31 Target Bonus..........................................6
                  2.1.32 Target Replacement Ratio..............................6
                  2.1.33 Termination Benefit...................................6
                  2.1.34 Vesting Percentage....................................7

                  2.1.35 Vesting Service.......................................7
         2.2 Number and Gender.................................................7
         2.3 Heading...........................................................7
         2.4 Other Definitions.................................................7

3. Participation and Eligibility...............................................8
         3.1 Participation.....................................................8
         3.2 Commencement of Participation.....................................8
         3.3 Cessation of Active Participation.................................8

4. Benefits....................................................................9
         4.1 Normal Retirement Benefit.........................................9
         4.2 Early Retirement Benefit..........................................9
         4.3 Disability Benefit................................................9
         4.4 Termination Benefit...............................................9
         4.5 Death Benefit.....................................................9
         4.6 Change of Control Benefit.........................................9
         4.7 Form of Benefits..................................................9
         4.8 Vesting..........................................................10
         4.9 Designation of Beneficiaries.....................................10
         4.10 Amendments......................................................10
         4.11 Change in Marital Status........................................10
         4.12 No Beneficiary Designation......................................11
         4.13 Unclaimed Benefits..............................................11
         4.14 Eligibility for More Than One Benefit...........................11
         4.15 Reemployment....................................................12

5. Administration.............................................................13
         5.1 Committee........................................................13
         5.2 General Powers of Administration.................................13
         5.3 Indemnification of Committee.....................................13

6. Claims Procedure...........................................................14
         6.1 Claims...........................................................14
         6.2 Claim Decision...................................................14
         6.3 Request for Review...............................................14
         6.4 Review of Decision...............................................15
         6.5 Discretionary Authority..........................................15

7. Miscellaneous..............................................................16
         7.1 Plan Not a Contract of Employment................................16
         7.2 Non-Assignability of Benefits....................................16
         7.3 Amendment and Termination........................................16
         7.4 Unsecured General Creditor Status Of Employee....................16
         7.5 Severability.....................................................17
         7.6 Governing Laws...................................................17
         7.7 Binding Effect...................................................17
         7.8 Entire Agreement.................................................17
         7.9 No Guarantee of Tax Consequences.................................17
         7.10 Withholding.....................................................17
         7.11 Set Off.........................................................17
         7.12 Plan Year.......................................................18

INVACARE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As amended and restated effective February 1, 2000)

1. Introduction

1.1 Adoption and Name of Plan.

The Company adopts the amended and restated Invacare Corporation Supplemental Executive Retirement Plan.

1.2 Purpose of Plan.

The purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated Employees of the Company and to supplement the benefits under other retirement and savings plans offered by the Company for such Employees.

1.3 . "Top Hat" Pension Benefit Plan.

The Plan is an "employee pension benefit plan" within the meaning of ERISA
Section 3(2). The Plan is maintained, however, for a select group of management or highly compensated employees and, therefore, is exempt from Parts 2, 3 and 4 of Title 1 of ERISA. The Plan is not intended to qualify under Code Section 401(a).

1.4 Plan Unfunded.

The Plan is unfunded. All benefits will be paid from the general assets of the Company, which will continue to be subject to the claims of the Company's creditors. No amounts will be set aside for the benefit of Plan Participants or their Beneficiaries.

1.5 Effective Date.

The Plan was originally adopted effective May 1, 1995. The amended and restated Plan is effective as of the Effective Date.

1.6 Administration.

The Plan shall be administered by the Committee.

2. Definitions and Construction.

2.1 Definitions.

For purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless their context clearly requires a different meaning:

2.1.1 Actuarial Equivalent.

"Actuarial Equivalent" means an amount having equal value when computed on the basis of (a) the greater of an eight percent (8%) annual interest rate or Moody's Corporate Bond Yield Average for the prior calendar year and (b) the 1983 Group Annuity Mortality Table.

2.1.2 Beneficiary.

"Beneficiary" means a person or entity entitled to receive any benefits payable with respect to a deceased Participant.

2.1.3 Board.

"Board" means the board of directors of the Company.

2.1.4 Bonus Plan.

"Bonus Plan" means the Management Incentive Plan of the Company, as amended from time to time.

2.1.5 Change of Control.

"Change of Control" has the same meaning ascribed to it under the Company's
401(k) Plus Benefit Equalization Plan.

2.1.6 Change of Control Benefit.

"Change of Control Benefit" means a lump sum benefit which is the Actuarial Equivalent of the Normal Retirement Benefit (even if the Participant is not then eligible for such benefit) assuming the Vesting Percentage is one hundred percent (100%) and the Service Ratio is one (1).

2.1.7 Code.

"Code" means the Internal Revenue Code of 1986, as amended.

2.1.8 Committee.

"Committee" means the administrative committee described in Section 5.1.

2.1.9 Company.

"Company" means Invacare Corporation

2.1.10 Company Contribution Offset.

"Company Contribution Offset" means the Actuarial Equivalent of the benefit to be derived from contributions made by the Company on behalf of the Participant to the Company's 401(k) Plan, 401(k) Plus Benefit Equalization Plan, and Profit Sharing Plan.

2.1.11 Death Benefit.

"Death Benefit" means an Actuarial Equivalent of the Normal Retirement Benefit (even if the Participant is not then eligible for such benefit) assuming the Vesting Percentage and the Service Ratio at the time of Participant's death. The Participant may elect the form of payment with Committee approval. If no election is made, the Committee will determine the form of payment. In no event, shall the total benefits payable be less than the Participant's Final Earnings.

2.1.12 Disability.

"Disability" shall have the same meaning as defined in the Company's Long Term Disability Plan.

2.1.13 Disability Benefit.

"Disability Benefit" means an annual benefit equal to the difference between

(a) the product of Final Earnings x Target Replacement Ratio x Service Ratio and

(b) all Offsets but in no event less than zero.

Except as otherwise provided in Section 4.7, such benefit shall be paid monthly.

2.1.14 Early Retirement Benefit.

"Early Retirement Benefit" means an annual benefit equal to the difference between

(a) Final Earnings x Target Replacement Ratio x Service Ratio x Vesting Percentage (expressed in decimal form) x (1.00 minus the product of the number of years prior to what would have been the Participant's Normal Retirement Date had he remained employed until such date x .06) and

(b) all Offsets but in no event less than zero.

Except as otherwise provided in Section 4.7, such benefit shall be paid monthly:

2.1.15 Early Retirement Date.

"Early Retirement Date" means the date a Participant's employment with the Company terminates for a reason other than death or Disability and prior to his Normal Retirement Date on or after he has attained at least fifty five (55) years of age and completed at least ten (10) years of Service.

2.1.16 Earnings.

"Earnings" means the sum of (a) the Participant's annual base salary in effect on the April 1st immediately preceding or coincident with the date of the Participant's termination of employment, plus (b) the Participant's Target Bonus on such date.

2.1.17 Effective Date.

"Effective Date" means February 1, 2000.

2.1.18 Employee.

"Employee" means any common-law employee of the Company.

2.1.19 ERISA.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.1.20 Final Earnings.

"Final Earnings" means the Participant's Earnings in effect on the date of his termination of employment, except in the case of Disability, where the Final Earnings are the Earnings in effect on the last day preceding the Disability.

2.1.21 Normal Retirement Benefit.

"Normal Retirement Benefit" means an annual benefit equal to the difference between

(a) the product of Final Earnings x Target Replacement Ratio x Service Ratio x Vesting Percentage (expressed in decimal form) and

(b) all Offsets but in no event less than zero.

Except as otherwise provided in Section 4.7, such benefit shall be paid monthly.

2.1.22 Normal Retirement Date.

"Normal Retirement Date" means the date a Participant's employment terminates for a reason other than death or Disability:

(a) on or after he has attained at least sixty five (65) years of age, or

(b) on or after he has attained at least sixty two (62) years of age and completed at least fifteen (15) years of Service, or

(c) with the Committee's consent.

2.1.23 Offset.

"Offset" means the Company Contribution Offset, the Prior Distribution Offset and/or the Social Security Offset.

2.1.24 Participant.

"Participant" means each Employee who has been selected for participation in the Plan and who has become a Participant pursuant to Section 3.2.

2.1.25 Participation Agreement.

"Participation Agreement" means the written agreement between an Employee and the Company which evidences and confirms his participation in the Plan and his agreement to be bound by all of its terms and conditions and which contains such other matters as the Committee shall determine from time to time.

2.1.26 Plan.

"Plan" means the Invacare Corporation Supplemental Executive Retirement Plan, as amended from time to time.

2.1.27 Prior Distribution Offset.

"Prior Distribution Offset" means the Actuarial Equivalent of the sum of benefit payments previously distributed to a Participant under the Plan.

2.1.28 Service.

"Service" means the greater of

(a) a Participant's continuous employment by the Company, including periods of Disability, rounded to the nearest whole number of years,

(b) the number of years set forth in Appendix A as amended from time to time.

2.1.29 Service Ratio.

"Service Ratio" means the lesser of one (1) or the quotient of Service divided by fifteen (15) or such greater ratio set forth in Appendix A as amended from time to time.

2.1.30 Social Security Offset.

"Social Security Offset" means if payment of benefits commences prior to the date a Participant attains sixty two (62) years of age, fifty percent (50%) of the estimated monthly old age benefit for a Participant, exclusive of benefits for relatives or dependents, that would be or would have been available from time to time from and after his attainment of sixty two (62) years of age under the then current provisions of the Social Security Act (including increases or decreases in such benefits caused by changes in the law or otherwise) determined without regard as to whether such benefit would be delayed, suspended, reduced or forfeited because of failure to apply, continued employment, the Participant's death or any other reason. However, the Social Security Offset shall not be applicable until the date a Participant attains or would have attained sixty two (62) years of age. If payment of benefits commences on or after the date a Participant attains sixty two (62) years of age, the Social Security Offset shall be computed in the same manner as described in the first sentence of this Section 2.1.30 except the age to be used shall be the actual age when payment of benefits commences. In determining the Social Security Offset for a Participant who dies prior to the time payment of benefits commences, it will be assumed that his earnings for the calendar year of his death and all future years equal the then current Social Security Taxable Wage Base.

2.1.31 Target Bonus.

"Target Bonus" means the annual base salary in effect on the April 1st immediately preceding or coincident with the date of a Participant's termination of employment, multiplied by the target bonus percentage in effect on that same date under the Bonus Plan.

2.1.32 Target Replacement Ratio.

"Target Replacement Ratio" means fifty percent (50%) expressed in decimal form.

2.1.33 Termination Benefit.

"Termination Benefit" means an annual benefit equal to the difference between

(a) Final Earnings x Target Replacement Ratio x Service Ratio x Vesting Percentage (expressed in decimal form) x (1.00 minus the product of the number of years prior to what would have been the Participant's Normal Retirement Date had he remained employed until such date x .06) and

(b) all Offsets but in no event less than zero.

Except as otherwise provided in Section 4.7, such benefit shall be paid monthly.

2.1.34 Vesting Percentage.

"Vesting Percentage" means the percentage of a Participant's benefit which is nonforfeitable as set forth in Section 4.8.

2.1.35 Vesting Service.

"Vesting Service" means, except as hereinafter provided, a Participant's Service while a Participant. Notwithstanding the foregoing, if a Participant's Vesting Service would be at least two (2) years under the preceding sentence, his Service shall be his Vesting Service.

2.2 Number and Gender.

Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

2.3 Headings.

The heading of Sections herein is included solely for convenience, and if there is any conflict between such headings and the rest of the Plan, the text shall control.

2.4 Other Definitions.

In addition to the definitions in Section 2.1, certain other words and phrases are defined in other portions of the Plan.

3. Participation and Eligibility.

3.1 Participation.

Participants in the Plan are those Employees who are (a) subject to the income tax laws of the United States, (b) members of a select group of highly compensated or management Employees of the Company, and (c) selected by the Committee, in its sole discretion, as Participants. The Committee shall notify each Participant of his selection as a Participant. Subject to the provisions of
Section 3.3 a Participant shall remain eligible to continue participation in the Plan for each Plan Year following his initial year of participation in the Plan.

3.2 Commencement of Participation.

An Employee shall become a Participant effective as of the first day of the month following the date on which he executes his Participation Agreement and any other documents required by the Committee.

3.3 Cessation of Active Participation.

Notwithstanding any provision herein to the contrary, an individual who has become a Participant shall cease to be an active Participant effective as of any date designated by the Committee. In the event of such cessation, for purposes of determining the Participant's Earnings and Final Earnings, the Participant shall be deemed to have terminated employment as of the date of such cessation but he shall continue to be credited with Service. Such cessation shall not preclude the individual from subsequently being selected to once again be a Participant.

4. Benefits.

4.1 Normal Retirement Benefit.

Upon the termination of the Participant's employment on or after his Normal Retirement Date for a reason other than Disability or death, the Participant shall thereupon be entitled to receive his Normal Retirement Benefit.

4.2 Early Retirement Benefit.

Upon the termination of the Participant's employment on or after his Early Retirement Date for a reason other than Disability or death, the Participant shall thereupon be entitled to receive his Early Retirement Benefit.

4.3 Disability Benefit.

Upon a Participant's Disability, whether or not his employment terminates due to Disability, the Participant shall thereupon be entitled to receive his Disability Benefit.

4.4 Termination Benefit.

If a Participant's employment terminates for a reason other than death, and other than as described in Sections 4.1, 4.2, or 4.3 above, the Participant shall be entitled to receive his Termination Benefit commencing on the first date that could have been the Participant's Early Retirement Date or Normal Retirement Date had he remained employed if he is still alive on such date.

4.5 Death Benefit.

Upon the death of the Participant while employed, his Beneficiary shall be entitled, to receive an amount equal to his Death Benefit.

4.6 Change of Control Benefit.

Upon termination of a Participant's employment for a reason other than death within two (2) years of a Change of Control, he shall be entitled to receive his Change of Control Benefit.

4.7 Form of Benefits.

The normal form of all benefits payable monthly shall be a life annuity commencing with the month following the month which triggers payment. Each monthly payment shall be one twelfth (1/12) of the annual payment. Notwithstanding the foregoing, in lieu of such normal form, the Actuarial Equivalent of any such annuity benefit may be paid in a lump sum, a seventy five percent (75%) or fifty percent (50%) joint and survivor annuity, or such other forms as the Committee may permit from time to time if such optional form of benefit is elected prior to the occurrence of the event which triggers distribution. All benefits payable as a lump sum shall be paid as soon as practicable after the event which triggers payment of such benefit.

4.8 Vesting.

A Participant's Vested Percentage shall be based upon his years of Vesting Service as follows:

Years of Vesting Service                Percentage Vested

      Less than 1                              0
          1                                   20
          2                                   40
          3                                   60
          4                                   80
      5 or more                              100

Notwithstanding the foregoing, a Participant's benefits shall become fully vested upon his attainment of age sixty five (65) while employed, Disability while employed, death while employed, and termination of employment pursuant to
Section 4.6.

4.9 Designation of Beneficiaries.

Each Participant shall have the right, at any time, to designate one (1) or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of a Participant's death if any such benefits are payable after his death. Each Beneficiary designation shall be in a written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant's lifetime. In case of a Participant who is a resident of a community property state, designation by a married Participant of a Beneficiary other than the Participant's spouse shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation and is witnessed by a notary public, or the consent cannot be obtained because the spouse cannot be located.

4.10 Amendments.

Except as provided below, any nonspousal designation of Beneficiary may be changed by a Participant without the consent of such Beneficiary by the filing of a new designation with the Committee. The filing of a new designation shall cancel all designations previously filed.

4.11 Change in Marital Status.

If the marital status of a Participant residing in a community property state changes after the Participant has designated a Beneficiary, the following shall apply:

(a) If the Participant is married at death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner prescribed above.

(b) If the Participant is unmarried at death but was married when the designation was made:

(i) The designation shall be void if the spouse was named as Beneficiary.

(ii) The designation shall remain valid if a nonspouse Beneficiary was named.

(c) If the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has consented to it in the manner prescribed above.

4.12 No Beneficiary Designation.

If any Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant's benefits, the Participant's Beneficiary shall be the person in the first of the following classes in which there is a survivor:

(a) The Participant's surviving spouse;

(b) The Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take by right of representation the share the parent would have taken if living;

(c) The Participant's estate.

4.13 Unclaimed Benefits.

In the case of a benefit payable on behalf of such Participant, if the Committee is unable to locate the Participant or Beneficiary to whom such benefit is payable, such benefit may be forfeited to the Company, upon the Committee's determination. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or Beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be paid by the Company or restored to the Plan by the Company.

4.14 Eligibility for More Than One Benefit.

If a Participant is eligible for more than one form of benefit (such as a Change of Control Benefit and an Early Retirement Benefit), he shall be entitled to receive the benefit which is the greatest, on the basis of a vested Actuarial Equivalent, or, if the benefits are equal on such basis, the one determined by the Committee.

4.15 Reemployment.

In the event that a Participant receiving an annuity benefit is reemployed or returns to active employment after recovering from Disability, such benefit shall cease during reemployment or return to active employment. Upon subsequent

termination of employment or Disability, the Participant and/or his Beneficiary shall be eligible to receive the benefits, if any, to which he is then entitled under the Plan.

5. Administration.

5.1 Committee.

The Plan shall be administered by a Committee which shall consist of the Company's Chief Executive Officer and Chief Financial Officer. The Committee shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof. The Committee may delegate to others certain aspects of the management and operational responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals, provided that such delegation is in writing. No member of the Committee who is a Participant shall participate in any matter relating to his status as a Participant or his rights or entitlement to benefits as a Participant.

5.2 General Powers of Administration.

The Committee shall have all powers necessary or appropriate to enable it to carry out its administrative duties. Not in limitation, but in application of the foregoing, the Committee shall have discretionary authority to construe and interpret the Plan and determine all questions that may arise hereunder as to the status and rights of Employees, Participants, and Beneficiaries. The Committee may exercise the powers hereby granted in its sole and absolute discretion. The Committee may promulgate such regulations as it deems appropriate for the operation and administration of the Plan. No member of the Committee shall be personally liable for any actions taken by the Committee unless the member's action involves willful misconduct.

5.3 Indemnification of Committee.

The Company shall indemnify the members of the Committee against any and all claims, losses, damages, expenses, including attorney's fees, incurred by them, and any liability, including any amounts paid in settlement with their approval, arising from their action or failure to act, except when the same is judicially determined to be attributable to their gross negligence or willful misconduct.

6. Claims Procedure.

6.1 Claims.

A person who believes that he is being denied a benefit to which he is entitled under the Plan (the "Claimant") may file a written request for such benefit with the Committee, setting forth his claim. The request must be addressed to the Committee at the Company at its then principal place of business.

6.2 Claim Decision.

Upon receipt of a claim, the Committee shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional ninety (90) days for reasonable cause.

If the claim is denied in whole or in part, the Committee shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:

(a) The specific reason or reasons for such denial;

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

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

(d) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(e) The time limits for requesting a review under Section 6.3 and for review under Section 6.4 hereof.

6.3 Request for Review.

Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Company (the "Secretary") review the determination of the Committee. Such request must be addressed to the Secretary of the Company, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Secretary. If the Claimant does not request a review of the Committee's determination by the Secretary of the Company within such sixty (60) day period, he shall be barred and estopped from challenging the Committee's determination.

6.4 Review of Decision.

Within sixty (60) days after the Secretary's receipt of a request for review, he will review the Committee's determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

6.5 Discretionary Authority.

The Committee and Secretary shall both have discretionary authority to determine a Claimant's entitlement to benefits upon his claim or his request for review of a denied claim, respectively.

7. Miscellaneous.

7.1 Plan Not a Contract of Employment.

The adoption and maintenance of the Plan shall not be or be deemed to be a contract between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall give or be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time; nor shall the Plan give or be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person's right to terminate his employment at any time.

7.2 Non-Assignability of Benefits.

No Participant, Beneficiary or distributee of benefits under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by any creditor of any such Participant, Beneficiary or other distributee for the payment of any debt, judgment, or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of such Participant, Beneficiary or other distributee hereunder.

7.3 Amendment and Termination.

The Board may from time to time, in its discretion, amend, in whole or in part, any or all of the provisions of the Plan; provided, however, that no amendment may be made which would impair the rights of a Participant with respect to benefits then earned. The Board may terminate the Plan at any time. In the event that the Plan is terminated, the benefits earned shall be paid to such Participant or his Beneficiary in a lump sum or in equal monthly installments as the Committee determines.

7.4 Unsecured General Creditor Status Of Employee.

The payments to Participant, his Beneficiary or any other distributee hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Company; no person shall have nor acquire any interest in any such assets by virtue of the provisions of this Agreement. The Company's obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that the Participant, a Beneficiary, or other distributee acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company; no such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of the Company. In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant (or any other property) to allow the Company to recover the cost of providing the benefits, in whole, or in part, hereunder, neither the Participant, his Beneficiary or other distributee shall have nor acquire any

rights whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and may exercise all incidents of ownership therein. No such policy, policies or other property shall be held in any trust for a Participant, Beneficiary or other distributee or held as collateral security for any obligation of the Company hereunder.

7.5 Severability.

If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.

7.6 Governing Laws.

All provisions of the Plan shall be construed in accordance with the laws of Ohio except to the extent preempted by federal law.

7.7 Binding Effect.

This Plan shall be binding on each Participant and his heirs and legal representatives and on the Company and its successors and assigns.

7.8 Entire Agreement.

This document and any amendments contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect.

7.9 No Guarantee of Tax Consequences.

While the Company has established, and will maintain and administer, the Plan, the Company makes no representation, warranty, commitment, or guaranty concerning the income, employment, or other tax consequences of participation in the Plan under federal, state, or local law.

7.10 Withholding.

The Company may, at the time any payment is made under the Plan, withhold from such payment any amount necessary to satisfy federal, state and local income, employment, and/or other tax withholding requirements, with respect to such payment, or any benefit under the Plan. In addition, the Company may (a) require a Participant or other payee to tender to the Company cash in the amount necessary to comply with any such withholding requirements and/or (b) withhold any such amount from any other compensation, remuneration or other amounts payable by the Company to or with respect to a Participant.

7.11 Set Off.

If, at the time any benefits become payable to or with respect to a Participant, such Participant has any debt, obligation, or other liability owing

to the Company of any nature whatsoever, whether liquidated or contingent, the Company may offset the amount the Participant owes to it against the amount of benefits payable to or with respect to the Participant under the Plan.

7.12 Plan Year.

The records of the Plan shall be kept on a calendar year basis.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed on the 1st day of February, 2000.

INVACARE CORPORATION

By: /s/ Thomas R. Miklich
    _____________________


 Title: CFO

/s/ A. Malachi Mixon, III
____________________________________
A. Malachi Mixon, III
Chairman and Chief Executive Officer

 Cumulative Maximum
 Percentage of Optioned
 Shares which may be
 purchased by exercise              Date beginning on which
 of the Option                      Option may be exercised
___________________________________________________________

(Signature of Optionee) (Date)

/s/ A. Malachi Mixon, III
____________________________________
A. Malachi Mixon, III
Chairman and Chief Executive Officer

   Cumulative Maximum
Percentage of Optioned
  Shares which may be
 purchased by exercise              Date beginning on which
       of the Option                 Option may be exercised
____________________________________________________________

/s/ A. Malachi Mixon, III
____________________________________
A. Malachi Mixon, III
Chairman and Chief Executive Officer

   Cumulative Maximum
Percentage of Optioned          Date beginning on which
  Shares which may be           of the Option Option
 purchased by exercise          may be exercised
_______________________________________________________

(Signature of Optionee) (Date)

/s/ A. Malachi Mixon, III
____________________________________
A. Malachi Mixon, III
Chairman and Chief Executive Officer

/s/ A. Malachi Mixon, III
____________________________________
A. Malachi Mixon, III
Chairman and Chief Executive Officer

   Cumulative Maximum
Percentage of Optioned
  Shares which may be
 purchased by exercise              Date beginning on which
       of the Option                 Option may be exercised
____________________________________________________________

(Signature of Optionee) (Date)

Retainer Fee                 $30,000

Regular Meeting Fees         $2,000

Committee Meeting Fees       Member - $1,500

                             Chair - $2,000

Telephonic Meetings          50% for interim conference calls that are conducted
                             between scheduled meetings

Stock Components             Option grant of 2,000 shares

Non-Employee Director        Non-employee directors may elect to defer all or a
Elective Stock Option        portion of their director fees into discounted


Program                      stock options.

                                             By:/s/ A. Malachi Mixon, III
                                                    -------------------------
                                                    A. Malachi Mixon, III
                                                    Chief Executive Officer
                                                   (Principal Executive Officer)

Date:  March 11, 2005

                                            By:/s/ Gregory C. Thompson
                                                   -----------------------------
                                                   Gregory C. Thompson
                                                   Chief Financial Officer
                                                  (Principal Financial Officer)

Date:  March 11, 2005

Dated:  March 11, 2005
                                                     /s/ A. Malachi Mixon, III
                                                         ______________________
                                                         A. Malachi Mixon, III
                                                         Chief Executive Officer

Dated:  March 11, 2005
                                                     /s/ Gregory C. Thompson
                                                         ___________________
                                                         Gregory C. Thompson
                                                         Chief Financial Officer