INVACARE CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>amendment.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2

                                 AMENDMENT NO. 1
                                       TO
           INVACARE CORPORATION 401(k) PLUS BENEFIT EQUALIZATION PLAN


          This  Amendment  No. 1 is  executed  as of the date set forth below by
     Invacare Corporation (the "Company").

                                   WITNESSETH:

          WHEREAS,  the Company maintains the Invacare  Corporation  401(k) Plus
     Benefit  Equalization  Plan, as amended and restated  effective  January 1,
     2003 (the "Plan"), to provide nonqualified  retirement benefits for certain
     employees of the Company; and

          WHEREAS,  pursuant  to  Section  10.3 of the  Plan,  the  Company  has
     retained the right to make amendments thereto; and

          WHEREAS,  the  Company  desires  to amend  the Plan in order to permit
     participants to change their investment elections on a daily basis;

          NOW,  THEREFORE,  pursuant  to Section  10.3 of the Plan,  the Company
     hereby  amends  Section  5.3 of  Article  V of the  Plan,  effective  as of
     December 1, 2003,  by the  deletion of said Section 5.3 in its entirety and
     the substitution in lieu thereof of a new Section 5.3 to read as follows:

         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
     10%, and the total  elections  must allocate 100% of all new  contributions
     and 100% of all existing  Account  balances.  Investment  elections  may be
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     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."

          IN WITNESS WHEREOF,  Invacare Corporation,  by its proper officer, has
     caused  this  Amendment  No. 1 to be  executed as of the 30th day of April,
     2004.



                                        INVACARE CORPORATION


                                        By: /s/ Gregory C. Thompson



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