Exhibit 4.1




                       Dated the        day of         199




                         CABOT AIRCRAFT SERVICES LIMITED
                                                        one part

                         MERCER TRUSTEES LIMITED
                                                        other part

                         TRUST DEED AND RULES

                         MORGAN STANLEY DEAN WITTER - CABOT
                         AIRCRAFT SERVICS PROFIT SHARING PLAN



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THIS TRUST DEED is made the           day of

BETWEEN

(1)      Cabot Aircraft Services Limited whose registered office is situated at
         2 Harbourmaster Place, Custom House Dock, Dublin 2 (hereinafter called
         "the Company") of the one part; and

(2)      Mercer Trustees Limited whose registered office is situated at St.
         James House, Adelaide Road, Dublin 2 (hereinafter called "the Trustees"
         which expression shall include the trustee or trustees for the time
         being hereof) of the other part.

WHEREAS:

(A)      This Trust Deed is supplemental to a resolution of the Board of
         Directors of the Company passed on the day of 2000 whereby the
         Directors determined to establish the Morgan Stanley Dean Witter -
         Cabot Aircraft Services Profit Sharing Plan (hereinafter called "the
         Plan") as an employees' share scheme for approval by the Revenue
         Commissioners in accordance with Chapter 1 of Part 17 and Schedule 11
         of the Taxes Consolidation Act 1997 ("the Act").

(B)      In this Trust Deed, unless the context otherwise requires, words and
         expressions defined in the Rules shall bear the same meanings and the
         provisions of the Rules set out in the Schedule hereto shall be deemed
         to be incorporated herein.

(C)      The Company is ultimately owned and controlled by the Parent Company
         (within the meaning of that expression contained in Section 432 of the
         Act).

(D)      The Trustees have agreed to act as the first trustees of the Plan.
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NOW THIS TRUST DEED WITNESSES and it is hereby declared and agreed as
follows:-

1.       Participating Company Contributions

1.1      Each Participating Company shall pay to the Trustees the amount due
         from it pursuant to Rule 3 for the purpose of the acquisition of Shares
         by the Trustees in accordance with the Trust Deed and Rules together
         with any other amount required to cover any costs, charges and expenses
         incurred in such acquisition and any other expenses and charges
         incurred by the Trustees in the operation of the Plan.

1.2      Each Participating Company shall provide the Trustees with all
         information which is necessary for the purposes of the Plan and the
         Trustees shall be entitled to rely on such information in good faith
         without further enquiry.

1.3      Subject as hereinafter provided the Trustees hereby covenant with each
         Participating Company to apply such sums received for that purpose in
         the acquisition of Shares in accordance with the Rules and to hold the
         same once appropriated under trust for the respective Participants
         entitled thereto.

1.4      The Trustees shall hold:

         1.4.1    any unutilised cash balance arising under paragraph 1.3
                  hereof; and

         1.4.2    any income therefrom to be applied in accordance with Clause
                  14 hereof.

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2.       Declaration of Trust

The Trustees shall hold Plan Shares upon trust for the benefit of the
Participants to whom Plan Shares have been appropriated in accordance with the
Rules, provided always that the Trustees:

2.1      shall not dispose of any Plan Shares whether by transfer to a
         Participant or otherwise before the end of the Period of Retention
         applicable thereto except in the circumstances mentioned in Section
         511(6)(a), (b) or (c) of the Act;

2.2      shall not dispose of any Plan Shares after the end of the Period of
         Retention (but before the Release Date) applicable thereto except
         pursuant to Rule 5.1 nor in such a way that such a transaction would
         involve a breach of that Participant's obligations under Section
         511(4)(c) or (d) of the Act; and

2.3      shall deal with any right conferred in respect of Plan Shares to be
         allotted other shares, securities or rights of any description only in
         accordance with Paragraph 17(b) of Schedule 11 to the Act and as
         directed by or on behalf of the Participant or any person in whom the
         beneficial interest in his shares is for the time being vested.

3.       Distribution of trust funds

Subject to any such direction as is referred to in Section 513(3) of the Act,
the Trustees shall pay over to a Participant any money or money's worth received
by them in respect of or by reference to any of his Plan Shares other than money
consisting of a sum referred to in Section 511(4)(c) of the Act or money's worth
consisting of New Shares within the meaning of Section 514 of the Act.


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4.       Appropriation of Plan Shares

As soon as practicable after any Plan Shares have been appropriated to a
Participant the Trustees shall give him notice in writing of the appropriation:

4.1      specifying the number and description of those Shares; and

4.2      stating their Initial Market Value and their Appropriation Date.

5.       Maintenance of records

The Trustees shall prepare and keep all such accounts and records as may be
required for the purpose of the Plan and may, as agreed between the Trustees and
the Company, submit accounts to the Company and the Company may cause such
accounts to be made up and audited by qualified accountants. In particular the
Trustees shall:

5.1      maintain such records as may be necessary to enable them to carry out
         their obligations under Chapter 1 of Part 17 of the Act;

5.2      inform a Participant who becomes liable to income tax under Schedule E
         in relation to the operation of the Plan of any facts of which they are
         aware relevant to the determination of that liability; and

5.3      be liable for any liability to tax properly incurred by the Trustees in
         the course of the operation of the Plan.

6.       Participating Companies

The Directors may at any time:


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6.1      direct that any Subsidiary, not being a party to the Trust Deed, but
         otherwise eligible to be a Participating Company, shall, upon entering
         into a deed supplemental hereto in such form as the Directors and the
         Trustees shall require, become bound by the provisions hereof; or

6.2      by deed supplemental hereto, to which the Trustees shall be a party,
         declare that any Participating Company shall cease to be bound by the
         provisions hereof.

7        Replacement of Company/Parent Company

7.1      In any of the following events:-

         7.1.1    If the Company shall cease to carry on business and another
                  body corporate person or firm (whether in contemplation of or
                  after such cessation of business) enters into an agreement
                  with the Trustees to perform the obligations of the Company
                  under the Trust Deed and the Rules; or

         7.1.2    If the business or a part of the business of the Company is
                  acquired by or vested in any other body corporate person or
                  firm and such other body corporate person or firm enters into
                  an agreement with the Trustees or is bound by virtue of or
                  pursuant to any statutory provision or instrument made
                  thereunder or any order of a court or otherwise to perform the
                  said obligations; or

         7.1.3    If the Company shall be dissolved by virtue of or pursuant to
                  any statutory provision or any order of the Court made
                  thereunder or otherwise and

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                  another body corporate person or firm is bound by virtue of or
                  pursuant to any statutory provision or any order of the Court
                  made thereunder or otherwise to perform the said obligations;
                  or

         7.1.4    If the Company shall amalgamate or enter into any arrangement
                  having the effect of amalgamation with any other body
                  corporate, person or firm or if the Company desires to be
                  discharged of its duties as the Company and any other body
                  corporate, person or firm enters into an agreement with the
                  Trustees to perform the said obligations;

         then in any such event by deed supplemental hereto in such form as the
         Company and the Trustees shall require the Company shall be thereby
         released from all the said obligations and such other body corporate
         person or firm as aforesaid shall be deemed to be substituted for the
         Company as the person liable to perform the said obligations and the
         Trust Deed and the Rules shall henceforth have effect as if such other
         body corporate person or firm had been a party to and had executed the
         Trust Deed in place of the Company and as if the reference to the
         Company in the Trust Deed and in the Rules were references to such
         other body corporate person or firm.

7.2      If the Parent Company divests itself of its shareholding in the Company
         and that shareholding is acquired by or vested in any other body
         corporate person or firm the Companyand the Trustees may amend the
         definition of "Parent Company" in Rule 1 of the Rules in accordance
         with Clause 21 hereof.

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8.       Trustee liability and indemnity

8.1      The Trustees shall not be liable to satisfy any monetary obligations
         under the Plan (including but without prejudice to the generality of
         the foregoing any monetary obligations to Participants) beyond the sums
         of money (including income) from time to time in their hands or under
         their control as Trustees and properly applicable for that purpose.

8.2      No Trustee for the time being of the Plan and no director or employee
         of any corporate trustee shall be responsible chargeable or liable in
         any manner whatsoever for or in respect of any loss of or any
         depreciation in or default upon any of the investments securities
         stocks or policies in or upon which any part of the Plan may at any
         time be invested or for any delay which may occur from whatever cause
         in the investment of any moneys belonging thereto or for the safety of
         any securities or documents of title deposited by the Trustees for safe
         custody or for the exercise of any discretionary power vested in the
         Trustees by the Trust Deed (including any act or omission by any
         committee appointed by the Trustees) or by reason of any other matter
         or thing except fraud or deliberate culpable disregard of the interests
         of all or of any of the beneficiaries under the Plan.

8.3      Each of the Trustees and each director of any corporate trustee shall
         be indemnified by the Participating Companies against all liabilities
         incurred by such Trustee in the execution of the trusts of and in the
         management and administration of the Plan other than liabilities
         arising as a consequence of fraud or deliberate and culpable disregard
         of the interests of all or any of the beneficiaries under the Plan or
         (in the case of any Trustee who is engaged in the business of providing
         a trustee service for a fee) negligence.

9.       Costs and Expenses
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9.1      The costs, charges, expenses and other liabilities of the establishment
         of the Plan and of the preparation and execution of the Trust Deed and
         the Rules shall be borne by the Company or, if the Directors otherwise
         determine, by the Participating Companies.

9.2      All costs, charges, expenses and other liabilities of, and incidental
         to, the administration, operation and determination of the Plan
         (including any remuneration of the Trustees and any tax or duty for
         which the Trustees may be accountable to the Revenue Commissioners
         arising from or in connection with the Plan) shall be borne by the
         Participating Companies in proportion to the Plan Shares for the time
         being appropriated to their respective Participants or otherwise as the
         Directors may determine if and to the extent that the same cannot
         properly be paid by the Trustees out of funds in their hands available
         for the purpose.

10.      Trustees' powers and discretions

The Trustees shall have the following powers and discretions in addition to
those conferred upon them by general law:

10.1     full power and discretion to agree with the Company all matters
         relating to the operation and administration of the trusts of this
         Trust Deed and so that no person claiming any interest under such
         trusts shall be entitled to question the legality and correctness of
         any arrangement or agreement made between the Company and the Trustees
         in relation to such operation and administration;

10.2     power to arrange for the Company to account to the Revenue
         Commissioners or other authority concerned for any amounts received by
         the Trustees pursuant to the Plan and required to be paid to the
         Revenue Commissioners in respect of income tax or any other payment
         required by statute; and
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10.3     power by resolution:

         10.3.1   to authorise the manner in which cheques and other documents
                  shall be signed on their behalf; and

         10.3.2   to delegate the signing of such cheques and documents to such
                  persons as they shall think fit.

11.      Directions to Trustees

The Trustees shall comply with any reasonable directions given by the Directors
pursuant to the Trust Deed and the Rules and shall not be under any liability in
respect thereof to any Participating Company. In no event may the Directors
direct the Trustees to distribute any Share or Plan Share to any Participating
Company. Each Participating Company agrees to indemnify the Trustees in respect
of any liability arising to any Participant as a result of the Trustees
complying with any directions given by the Directors pursuant to this Trust Deed
and the Rules.

12.      Independence of the Trustees

The Trustees shall administer the Plan impartially and in strict accordance with
the Trust Deed and the Rules. The Company hereby declares and confirms the
independence of the Trustees in the exercise of all their functions and
obligations under the Plan and undertakes that it shall not seek to influence
them in any manner, save in such manner as specifically provided for in the
Rules or the Trust Deed.

13.      Retirement, removal and appointment of Trustees

13.1     Any Trustee may retire from the trusts hereby constituted at any time
         by giving to the Company and the remaining Trustees (if any) not less
         than three months' written notice and the retiring Trustee

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         shall upon the expiry of such notice cease to be a Trustee and shall
         not be responsible for any costs occasioned by such retirement and
         cessation. In the event that any Trustee who wishes to retire is the
         sole Trustee of the Plan or in the event that upon such resignation
         taking effect there would be only one Trustee of the Plan and that
         Trustee is not a body corporate the Company shall appoint a new Trustee
         on or before the date when such retirement is to take effect.

13.2     Where a body corporate is acting as sole Trustee the Company may by
         resolution of the Directors, with the prior written approval of the
         Revenue Commissioners, remove that Trustee from office and upon the
         passing of such resolution the removal shall be immediately effective.
         Alternatively the Company may by deed remove a Trustee from office.

13.3     The Company may by deed appoint a new Trustee or Trustees in place of
         any Trustee or Trustees who retire or are removed from office under
         paragraph 13.1 or 13.2 hereof and may by deed appoint an additional
         Trustee or Trustees provided that the Company shall by deed appoint a
         Trustee or Trustees in place of a sole Trustee who retires or is
         removed from office under paragraph 13.1 or 13.2 hereof.

13.4     The minimum number of Trustees shall be three unless a body corporate
         is or is appointed a Trustee in which case that body corporate may be
         the sole Trustee or may act jointly with one or more individuals who
         are appointed as Trustees of the Plan.

13.5     If the Company shall not appoint a new Trustee or new Trustees with
         effect from the date of expiry of the notice referred to in paragraph
         13.1 hereof the Trustees may exercise such power by executing an
         instrument in writing signed by them as is necessary to appoint a new
         Trustee or new Trustees.

13.6     The Trustees (and if more than one, each of them) shall be resident in
         the Republic of Ireland for the purposes of the Act.

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14       The Residual Fund

The Trustees shall hold and apply the Residual Fund as follows:-

14.1     in paying their costs, charges and expenses incurred in the operation
         of the Plan as they in their absolute discretion shall determine; and

14.2     subject thereto, if so instructed by the Directors, to acquire Shares
         in accordance with Rule 3 and to hold the same once appropriated in
         accordance with the provisions of the Plan or in the case of Shares
         held as part of the Residual Fund, to appropriate them in accordance
         with Rule 3; and

14.3     subject as aforesaid any moneys at any time which are not immediately
         required to be applied by the Trustees in a particular manner may be
         placed on deposit (either with or without interest at the discretion of
         the Trustees) with any bank or other deposit taking institution in the
         Republic of Ireland either with or without security as the Trustees may
         determine; and

14.4     upon the determination of the Plan and to the extent that the Residual
         Fund has not been applied as aforesaid the Trustees shall sell any
         Shares comprised in the Residual Fund for the best consideration in
         money reasonably obtainable and shall pay or transfer the proceeds of
         such sale together with any other moneys then comprised in the Residual
         Fund to any Participating Companies in proportion to the total moneys
         provided by each of them to the Trustees.

15       Trustee remuneration for services

15.1     Any Trustee being an individual shall be entitled to receive and retain
         as remuneration for his services hereunder such sum or sums
<PAGE>

         as may from time to time be agreed with the Company.

15.2     Any Trustee, being a solicitor, accountant, stockbroker or engaged in
         any other profession or business, shall be entitled to be paid all
         reasonable professional or proper charges for services rendered
         including acts which such Trustee, not being engaged as aforesaid,
         could have done personally.

15.3     Any Trustee, being a body corporate (whether or not a trust
         corporation), may charge and be paid such reasonable remuneration or
         charges as shall from time to time be agreed in writing between the
         Company and such body corporate and any such body corporate (being a
         bank) shall be entitled (without being liable to account for any profit
         or advantage so obtained) to act as banker and perform any services in
         relation to the Plan on the same terms as would be made with a customer
         in the ordinary course of its business as a banker.

16.      Trustees who are Participants

Any Trustee, otherwise eligible to be a Participant, may be so and may retain
for his absolute benefit all the interest to which he is entitled as a
Participant in any Plan Shares acquired or received for him and any other money
or money's worth accruing to him as such and exercise all rights to which he is
entitled as a Participant.

17.      Trustees who are Directors

Any Trustee who shall be or become a Director or holder of any other office or
employment in the Company, may retain for his own absolute benefit any fees or
remuneration received by him in connection with such office or employment
notwithstanding that his appointment to or retention of such office or
employment may be directly or indirectly due to the exercise or non-exercise of
any votes in respect of any stock, shares or other

<PAGE>

securities in the Parent Company held by the Trustees or other persons on their
behalf under the trusts of the Plan.

18.       Trustees who own Shares

No Trustee, nor any holding company of a corporate Trustee, nor any subsidiary
of such holding company, nor any director or officer of a body corporate acting
as Trustee shall be precluded from underwriting, purchasing, holding, dealing in
and disposing of any stock, shares or other securities whatsoever of any
Participating Company or any subsidiary or holding company thereof or any
subsidiary of any such holding company or from otherwise at any time contracting
or entering into any insurance, financial or other transactions with any such
company or being interested in any such transaction or accepting and holding the
trusteeship of any debenture stock or other securities of any such company
neither shall such Trustee, holding company, subsidiary, director or officer be
liable to account for any profit made by him thereby or in connection therewith.

19.       Trustees meetings

19.1     In the event of the appointment of Trustees other than a body corporate
         as sole Trustee:-

         19.1.1   the Trustees may at any time but shall at least once in every
                  year meet together for the despatch of business and may
                  adjourn and otherwise regulate their meetings as they think
                  fit and the Trustees may elect one of their number to be
                  chairman of their meeting provided that in the event of
                  equality of votes on the election of a chairman he shall be
                  chosen by lot;

         19.1.2   all business brought before a meeting of the Trustees shall be
                  decided by a majority of the votes of the Trustees present

<PAGE>

                  and voting thereon and, in the case of equality of votes, the
                  chairman of the meeting shall have a second or casting vote;

         19.1.3   a resolution in writing signed by all of the Trustees shall be
                  as effectual as if it had been passed at a meeting of the
                  Trustees and may consist of one or more documents in similar
                  form each signed by one or more of the Trustees; and

         19.1.4   three Trustees (or such other number agreed by the Trustees)
                  present at a meeting of the Trustees of which notice has been
                  given to all Trustees shall form a quorum.

19.2     The Trustees shall cause proper minutes to be kept and entered in a
         book provided for the purpose of all their resolutions and proceedings
         and any such minutes shall be signed by the chairman of the next
         meeting.

20.      Dealing with trust monies

20.1     The Trustees may, without prejudice to their obligations under Section
         516 of the Act, in any particular case or cases, decide not to commence
         or pursue proceedings for the recovery of any moneys due to them from
         any Participant and shall not be responsible for any loss incurred by
         their so doing.

20.2     Valid and effectual receipts and discharges for any moneys or other
         property payable, transferable, or deliverable to the Trustees or any
         of them may be given by a Trustee who is a body corporate or by any one
         Trustee to whom such duty may have been delegated pursuant to paragraph
         20.4 hereof or by any person from time to time nominated by the Company
         and authorised in writing for the purpose by all the Trustees.

20.3     The Trustees may from time to time appoint for the proper
         administration and management of the Plan such secretarial or

<PAGE>


         executive officers or staff or other persons as they consider desirable
         and as the Directors shall approve on such terms as they think fit and
         a Trustee hereof being a body corporate (whether or not a trust
         corporation) may act by its proper officers and may by its proper
         officers have and exercise all powers, trusts and discretions vested in
         it hereunder.

20.4     The Trustees may from time to time in writing delegate any business and
         the exercise of any of the duties imposed on them by the Plan to any
         one or more of their number.

20.5     The Trustees may employ and pay for the services of such registrars,
         solicitors, accountants, bankers or other professional or business
         advisers as they consider desirable to advise on any business to be
         done in connection with the Plan or for the proper administration and
         management of the Plan or otherwise in connection therewith.

20.6     The Trustees may at any time cause any part of the trust property to be
         deposited for safekeeping with any one or more of the Trustees or any
         other persons (including any company or corporation) on behalf of the
         Trustees and may pay any expenses in connection therewith.

20.7     No Trustee shall be liable or responsible for any loss to the trust
         property which may be occasioned as a result of the exercise of the
         foregoing powers except to the extent that such loss arises as a result
         of any fraud, wilful default or negligence on the part of such Trustee.

21.      Amendment of Trust Deed and Rules

21.1     The Company with the consent of the Trustees may at any time and from
         time to time by deed supplemental hereto modify, alter, amend or extend
         the Plan in any respect (such modification, alteration, amendment or
         extension being

<PAGE>

         referred to in this Clause as an "amendment") provided that

         21.1.1   no amendment shall alter to the disadvantage of a Participant
                  his rights in respect of any Plan Shares appropriated before
                  the date of such amendment;

         21.1.2   no amendment shall be made which would or might infringe any
                  rule against perpetuities or which could result in the Plan
                  ceasing to be an Approved Scheme;

         21.1.3   no amendment shall take effect unless prior written approval
                  of the Revenue Commissioners to the Plan as amended thereby
                  shall have first been obtained in accordance with paragraph
                  5(2) of Schedule 11 to the Act.

21.2     The Company may, by resolution, subject to sub-paragraph 21.1.2 of this
         Clause and without otherwise obtaining the prior approval thereto of
         any other person but after consulting the Trustees, modify or alter or
         amend the Plan in any way which may be necessary in order to secure the
         initial approval of the Plan by the Revenue Commissioners under Part 2
         of Schedule 11 to the Act or to maintain such approval.

22.      Termination of trust

The Plan and the trusts hereby created shall be determined on the earlier of the
following:-

22.1     the date on which the Directors resolve to terminate the Plan which
         they shall be entitled to do only on a date on which there are no Plan
         Shares or Shares held pursuant to this Trust Deed: or

22.2     the expiry of a period of twenty-one years after the death of

<PAGE>

         the last survivor of the issue living on the date hereof of his late
         Britannic Majesty King George V.

23.      Disputes

All disputes and differences arising out of the Plan or otherwise in connection
therewith may be referred by the Trustees to arbitration pursuant to the
provisions of the Arbitration Acts 1954 and 1980 and any Participant so affected
shall submit to such arbitration.

24.      Governing Law

This Trust Deed shall be governed by and construed in accordance with the law of
the Republic of Ireland.

25.      Compliance

The Trustees shall at all times comply with the regulations of the United States
Securities and Exchange Commission and with such other regulations as notified
to them from time to time by the Company.

IN WITNESS WHEREOF this Trust Deed has been executed by the parties hereto the
day and year first herein written :

PRESENT when the Common Seal
of CABOT AIRCRAFT SERVICES LIMITED
was affixed hereto :-

__________________________________ Director


__________________________________ Director/Secretary


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PRESENT when the Common Seal
of  MERCER TRUSTEES LIMITED
was affixed hereto :-

__________________________________ Director

__________________________________ Director/Secretary


<PAGE>



                                  RULES OF THE

                       MORGAN STANLEY DEAN WITTER - CABOT
                      AIRCRAFT SERVICES PROFIT SHARING PLAN

1.       Definitions

         In these Rules and in the Trust Deed:

1.1      The following words and expressions shall have the following meanings:

         "Act" the Taxes Consolidation Act, 1997.

         "Appropriate Percentage" the percentage of the Locked-in Value of a
         Participant's shares chargeable to income tax under Schedule E computed
         in accordance with section 511(3) of the Act.

         "Appropriation Date" in respect of any Plan Share not being a New
         Share, the date on which it is appropriated to an Eligible Employee
         pursuant to Rule 3.2, and in respect of any New Share the date on which
         it is deemed to have been appropriated pursuant to Rule 6.5.

         "Approved Scheme" a Plan approved by the Revenue Commissioners for the
         purposes of Chapter 1, Part 17 of the Act and Schedule 11 thereof.

         "Auditors" the Auditors for the time being of the Company.

         "Basic Salary" the remuneration of an Eligible Employee for a Year of
         Assessment including shift differentials, paid holidays and sick leave
         but excluding overtime and any other fluctuating emoluments.

         "Capital Receipt" the meaning given to that expression by section 513
         of the Act.

<PAGE>

         "Company" Cabot Aircraft Services Limited.

         "Directors" the board of directors for the time being of the Company or
         a duly authorised committee or officer appointed by them for the
         purposes of administering the Plan.

         "Eligible Employee" at any Invitation Date any person who:

         (i)(a)   is, or has been, an employee of a Participating Company,
                  including a full-time director, and

            (b)   is, or has been, chargeable to tax under Schedule E in respect
                  of that employment, and

            (c)   at any Invitation Date will have been such an employee of the
                  Participating Company continuously for a period of twelve
                  months ending on the 1st of the month immediately preceding or
                  coincident with the Appropriation Date and for this purpose
                  service with a Subsidiary which is a Participating Company (or
                  such other Subsidiary as the Company and the Trustees agree)
                  shall be treated as service with the Participating Company, or

         (ii)     is any other employee of a Participating Company, including a
                  full-time director, who has a contract of employment and has
                  been nominated by the Directors for participation in the Plan
                  provided that such person is not ineligible to become a
                  Participant by virtue of the provisions of Part 4, Schedule 11
                  of the Act.

         "Entitlement" the amount of each Eligible Employee's entitlement as may
         be determined in accordance with the Rule 3 or on such other basis as
         may, from time to time, be agreed in writing with the Revenue
         Commissioners.

         "Initial Market Value" the market value of a share (calculated in

<PAGE>


         accordance with section 548 of the Act) on the date on which the shares
         are appropriated, or on such earlier date(s) as has been agreed in
         writing with the Revenue Commissioners pursuant to section 510(2)(b) of
         the Act.

         "Invitation Date" the date or dates in any year determined by the
         Company as the date or dates on which Eligible Employees are offered
         participation in the Plan pursuant to Rule 2.

         "Locked-in Value" the meaning given to that expression by section
         512(1) of the Act.

         "New Shares" the meaning given to that expression by section 514(1) of
         the Act.

         "Parent Company" Morgan Stanley Dean Witter & Co whose registered
         office is at 1221 Avenue of the Americas, New York, NY 10020, USA.

         "Participant" any person on whose behalf the Trustees hold a Plan Share
         including where the context requires any person in whom an interest in
         Plan Shares or an entitlement thereto becomes vested.

         "Participating Company" any company being the Company or a Subsidiary
         which is for the time being bound by the provisions of the Trust Deed
         other than in its capacity as Trustee hereof.

         "Period of Retention" the meaning given to that expression by section
         511(1)(a) of the Act.

         "Plan" means the Morgan Stanley Dean Witter - Cabot Aircraft Services
         Profit Sharing Plan constituted by the Trust Deed.

         "Plan Shares" any Share or other security in the Parent Company which
         has been appropriated or has been deemed to have been appropriated
         under the Plan and is for the time being held by the

<PAGE>


         Trustees on behalf of a Participant.

         "Release Date" the meaning given to that expression by section 511(2)
         of the Act.

         "Residual Fund" means all moneys or Shares directed to be held as part
         of the Residual Fund or for which no specific provision is made (other
         than under Clause 14) and the income (if any) arising therefrom all of
         which shall be held in accordance with Clause 14.

         "Rules" these rules with, and subject to, any modifications,
         alterations, amendments or extensions hereto for the time being in
         force.

         "Shares" fully paid ordinary shares of the Parent Company which comply
         with the provisions of Part 3, Schedule 11 of the Act and where the
         context requires shall refer to a single share.

         "Subsidiary" any subsidiary of the Company which is controlled by the
         Company, control being construed in accordance with section 432 of the
         Act.

         "Trust Deed" the trust deed constituting the Plan with any
         modifications and variations thereto for the time being in force.

         "Trustees" the trustee or trustees for the time being of the Plan

         "Year of Assessment" the meaning given to that expression by section
         2(1) of the Act.

1.2      Words importing the singular shall include the plural and vice versa
         and words importing the masculine shall include the feminine.

1.3      Any reference to any statute (or a particular Part, Chapter or Section
         thereof) shall mean and include any statutory modification or
         re-enactment thereof for the time being in force and any regulations

<PAGE>


         made thereunder.

2.       Conditions of participation

2.1      On the first Invitation Date the Company shall identify all eligible
         employees who at that Invitation Date are expected to be Eligible
         Employees and on each subsequent Invitation Date, the Company shall
         identify all Eligible Employees who are not then Participants in the
         Plan and all employees who at the next Appropriation Date are expected
         to be Eligible Employees, and shall communicate in writing with each
         person advising him of his Entitlement and asking whether he wishes to
         be a Participant.

2.2      Those Eligible Employees who wish to participate in the Plan shall
         within a period of fourteen days after receipt of the notification
         referred to above, or such other period as the Company shall allow,
         return to the Company a form of acceptance and a contract of
         participation (included in the Schedule to the Rules) duly signed
         agreeing the terms and conditions set out therein.

2.3      The contract shall be addressed to the Company and the Trustees and
         shall be signed by the Eligible Employee and returned to the Company.
         An Eligible Employee shall not be entitled to an appropriation of Plan
         Shares unless he has completed a contract which is binding in respect
         of the relevant Appropriation Date.

2.4A     signed contract shall bind the Eligible Employee in contract with the
         Company and the Trustees:

         (i)      to permit his Plan Shares to remain in the hands of the
                  Trustees throughout the Period of Retention;

         (ii)     not to assign, charge or otherwise dispose of the beneficial
                  interest in his Plan Shares during that period;

<PAGE>


         (iii)    if he directs the Trustees to transfer the ownership of his
                  Plan Shares to him at any time before the Release Date, to pay
                  to the Trustees before the transfer takes place a sum equal to
                  income tax at the standard rate on the appropriate percentage
                  of the Locked-in Value of the Plan Shares at the time of
                  direction, and

         (iv)     not to direct the Trustees to dispose of his Shares at any
                  time before the Release Date in any other way except by sale
                  for the best consideration in money that can reasonably be
                  obtained at the time of sale.

3.       Allocation of funds, acquisition and appropriation of Shares

3.1      Each Participating Company shall on or before each Appropriation Date
         (or at such other time as shall be agreed by the Participating Company
         and the Trustees) pay to the Trustees the aggregate of the amounts due
         following the completion and return of contracts in accordance with
         Rule 2 by such Eligible Employees employed by it.

3.2      As soon as reasonably practicable after the receipt from the
         Participating Companies of the amounts referred to in Rule 3.1 above
         the Trustees will apply the aggregate of such amounts in the
         acquisition of Shares for appropriation to such Eligible Employees. The
         Shares so acquired for appropriation shall be appropriated to each such
         Eligible Employee on the basis that the aggregate Initial Market Value
         of the Shares appropriated to him is as nearly as possible equal to the
         amount of his Entitlement that has been paid to the Trustees. The
         aggregate Initial Market Value of shares that may be appropriated to
         any one Participant in any one Year of Assessment shall not exceed the
         amount, for the time being, specified in paragraph 3(4) of Part 2 of
         Schedule 11 of the Act.

3.3      The Entitlement of each Eligible Employee under the Plan shall be such
         amount as the Directors shall determine expressed as:

<PAGE>

         (A)  (i)   a proportion of Basic Salary, and/or

              (ii)  a proportion of Basic Salary for each Period of Service,
                    and/or

              (iii) a fixed amount determined by the Directors, and/or (iv) a
                    fixed amount determined by the Directors for each Period of
                    Service

              provided that in any Year of Assessment the basis of
              calculation of Entitlement of each Eligible Employee shall be the
              same.

              (In the context of this Rule "Period of Service" shall mean a
              complete year or such other complete period as may from time to
              time be specified, of continuous service as an employee of the
              Participating Company.)

         (B)  In any Year of Assessment in which there is an entitlement under
              (A) above and that entitlement or any part thereof is taken in
              Shares, a Participant may forgo salary up to the amount of his
              entitlement under (A) above taken in shares provided that the
              amount forgone does not exceed 7 1/2% of Basic Salary and provided
              further that the aggregate of the Initial Market Values of the
              Shares acquired under (A) and (B) does not exceed the amount, for
              the time being, specified in paragraph 3(4) of Part 2 of Schedule
              11 of the Act.

3.4      Where the Trustees are unable to purchase sufficient Shares to satisfy
         in full appropriations pursuant to Rule 3.2 the Trustees shall reduce
         the appropriation pro-rata.

3.5      In the event that a portion of the Shares acquired by the Trustees
         carries any right not attaching to all such Shares the Trustees shall
         appropriate those Shares among Eligible Employees as nearly as possible
         in the same proportions as provided in Rule 3.2 above.

3.6      As soon as practicable after any Plan Shares have been appropriated by
         the Trustees to a Participant in accordance with the Rules, the


<PAGE>


         Trustees shall give the Participant notice in writing of the
         appropriation specifying the number and description of Plan Shares
         appropriated, their Initial Market Value and the date on which such
         Plan Shares were appropriated.

3.7      The Trustees shall sell any Shares which they do not appropriate on an
         Appropriation Date under this Rule within eighteen months of the date
         of acquisition for the best consideration in money reasonably
         obtainable at the time and retain the net proceeds of sale in
         accordance with Clause 14 of the Trust Deed.

3.8      If at any time following the date on which the Trustees are entered on
         the Parent Company's register of members Shares have not for the time
         being been appropriated to any Participant and the Trustees shall in
         respect of such Shares:-

3.8.1    receive any dividends or other distributions; or

         3.8.2    become entitled to any other rights to be allotted securities
                  in the Parent Company (other than an issue to capitalisation
                  shares of the same class as Shares then held by the Trustees
                  pending an appropriation which capitalisation shares shall be
                  retained by the Trustees and shall form part of the Shares to
                  be appropriated)

         then the Trustees shall, in the case of Rule 3.8.2 above and of any
         distribution not consisting of cash use their best endeavours to sell
         the rights or distributions concerned for the best consideration in
         money reasonably obtainable at the time and in the case of Rule 3.8.1
         and Rule 3.8.2. shall retain the monies concerned in the Residual Fund.

3.9      No Shares shall be appropriated to any Eligible Employee after 18 years
         from the date of death of the last survivor of the issue living on the
         date of the Trust Deed of his late Britannic Majesty King George V.

<PAGE>


4.       Limitations

         The maximum number of Shares that may be appropriated to any one
         Participant in any Year of Assessment shall be determined by
         legislation for the time being in force as stated in Schedule 11 of the
         Act.

5.       Conditions of retention and disposal

5.1      Plan Shares shall subject as hereinafter provided in this Rule be held
         by the Trustees until the date on which the Participant concerned
         directs the Trustees:

5.1.1    to sell his Plan Shares, or

5.1.2    to transfer the legal ownership of Plan Shares to him.

5.2      A Participant shall not be entitled to give any direction under Rule
         5.1 above or to assign or charge or otherwise dispose of his beneficial
         interest in any Plan Shares before the end of the Period of Retention
         applicable to such Plan Shares except in the circumstances mentioned in
         section 511(6)(a), (b) or (c) of the Act.

5.3      Subject to Rule 5.2 above, the Trustees shall disregard any direction
         given in respect of the disposal or transfer of a Participant's Plan
         Shares before the end of the Period of Retention and shall not be
         required or bound to act in accordance therewith if to their knowledge
         such Participant is or would following implementation of such direction
         be in breach of his obligations in respect of such Plan Shares under
         Rule 5.2 above.

6.       Issue or reorganisation


<PAGE>


6.1      A Participant shall not be prevented by Rule 5 above from:

         6.1.1    directing the Trustees to accept an offer for any of his
                  Shares (hereinafter referred to as "the Original Shares") if
                  the acceptance or agreement will result in a new holding,
                  within the meaning of section 584 of the Act, being equated
                  with the Original Shares for the purposes of Capital Gains
                  Tax, or

         6.1.2    directing the Trustees to agree to a transaction affecting his
                  Shares or such of them as are of a particular class if the
                  transaction would be entered into pursuant to a compromise,
                  arrangement or scheme applicable to or affecting:

                  (i)      all the ordinary share capital of the Parent Company
                           or, as the case may be, all the Shares of the class
                           in question, or

                  (ii)     all the Shares, or Shares of the class in question,
                           held by a class of shareholders identified otherwise
                           than by reference to their employment or their
                           participation in this Plan.

         6.1.3    directing the Trustees to accept an offer of cash, with or
                  without other assets, for his Shares if the offer forms part
                  of a general offer made to holders of shares of the same class
                  as his or of shares in the Parent Company and which is made in
                  the first instance on a condition such that if it is satisfied
                  the person making the offer will have control of the Company
                  within the meaning of section 11 of the Act.

         6.1.4    agreeing after the Retention Period to sell the beneficial
                  interest in his Shares to the Trustees for the same
                  consideration as in accordance with Rule 2.4 (iv) above would
                  be required to be obtained for the Shares themselves.

<PAGE>


         6.2      In the event of an offer being made or a transaction being
                  proposed in any of the circumstances described in Rule 6.1.1,
                  6.1.2 or 6.1.3 the Trustees shall forthwith notify each
                  Participant thereof and shall act in accordance with the
                  instructions of the Participant in dealing with his Plan
                  Shares and in the absence of any such instructions no action
                  shall be taken.

         6.3      In the event of the Parent Company proposing to make a rights
                  issue in respect of any class of its share capital which
                  includes Shares held on behalf of Participants, the Trustees
                  shall immediately on receipt of the offer from the Parent
                  Company, notify each Participant of the following options in
                  respect of the Shares held by the Trustees on his behalf:

         6.3.1    to instruct the Trustees to exercise the rights in respect of
                  all or any of his Plan Shares provided that such instruction
                  is accompanied by payment in cash of the amount necessary to
                  exercise such rights, or

         6.3.2    to instruct the Trustees to exercise the rights in respect of
                  some only of his Plan Shares and to dispose of the rights nil
                  paid in respect of the remainder and either:

                  (i)      to pay to the Trustees any amount in excess of the
                           disposal proceeds necessary to exercise such rights,
                           or

                  (ii)     to instruct the Trustees to pay to him any amount of
                           the disposal proceeds in excess of the amount
                           necessary to exercise such rights, or

         6.3.3    to instruct the Trustees to dispose of the rights nil paid in
                  respect of all or any of his Plan Shares and pay the proceeds
                  to him.

         6.4      The Participant shall instruct the Trustees accordingly within
                  any period of time specified by the Trustees and shall, if
                  appropriate,

<PAGE>


                  pay to the Trustees in cash any amounts necessary
                  to carry out such instructions. The Trustees shall, subject to
                  receipt of the cash as aforesaid, carry out the instructions
                  of the Participants within the time allowed by the Parent
                  Company for the exercise of the rights. If a Participant shall
                  fail to give any direction to and shall not otherwise have
                  authorised the Trustees, no action shall be taken in respect
                  of the rights associated with the Shares held on behalf of
                  that particular Participant.

6.5      Any New Shares allocated to the Trustees pursuant to Rule 6.2 and Rule
         6.3 or on a capitalisation issue shall be deemed to have been
         appropriated to a Participant on the Appropriation Date of the Shares
         in respect of which they were allocated.

7.       Payments and transfers to Participants

7.1      If any amount falls to be paid to a Participant prior to the Release
         Date in respect of his Plan Shares being:

         7.1.1    the proceeds of a sale of Plan Shares pursuant to a direction
                  given by the Participant under Rule 5.1.1, or

         7.1.2    a Capital Receipt

         the Trustees shall pay such amount to the Participant.

7.2      If a Participant directs the Trustees to transfer the ownership of any
         Plan Shares to himself pursuant to Rule 5.1.2 before their Release
         Date, he shall pay to the Trustees, before the transfer takes place, a
         sum equal to income tax at the standard rate on the appropriate
         percentage of the Locked-in Value of the Plan Shares at the time of the
         direction.

7.3      If, following a company reconstruction as defined in section 514 of the
         Act, the Trustees are allotted any shares or other securities

<PAGE>


         which are not New Shares, they shall forthwith transfer the same to the
         Participant.

7.4      Any stamp duty involved in any transfer of Plan Shares or other shares
         or securities by the Trustees into the name of the Participant
         concerned shall be payable in the case of:

         7.4.1    a transfer as referred to in Rule 5.1.2;

         7.4.2    a transfer following the death of a Participant; or

         7.4.3    a transfer as referred to in Rule 7.3

         by the Trustees out of the Residual Fund or in the case of a deficiency
         out of funds made available for the purpose by the Company and, in any
         other case, shall be payable by the Participant concerned.

8.       Repurchase by Trustees

8.1      At the time a Participant directs the Trustees to dispose of any Plan
         Shares, the Trustees may offer to purchase the beneficial interest in
         such Plan Shares from the Participant at the best consideration in
         money that can reasonably be obtained at the time of the sale.

8.2      If, at the time of the proposed purchase of Plan Shares under Rule 8.1,
         the Trustees do not have sufficient funds to purchase such Plan Shares,
         they may apply to the Company for such funds. If any funds are so
         provided by the Company they shall reduce the liability of the Company
         in respect of the payment to be made pursuant to Rule 3 in respect of
         the next Appropriation Date.

8.3      The Trustees shall hold any Shares purchased pursuant to Rule 8.1 above
         under trust for appropriation to Eligible Employees employed by the
         Company provided that the funds used in the purchase of

<PAGE>


         such Shares are subject to Rule 3.7.

9.       Payment of dividends

Subject to the provisions of Clause 5.3 and 9.2 of the Trust Deed:

9.1      Any dividends paid by the Parent Company to the Trustees in respect of
         Plan Shares shall be forwarded to the Participants on whose behalf the
         Trustees hold such Plan Shares together with particulars of the related
         tax credit.

9.2      Any dividends received by the Trustees during the period from the date
         of their acquisition of Shares to the Appropriation Date shall be dealt
         with by the Trustees in accordance with Clause 3 of the Trust Deed.

10.      Voting rights

Participants have no right to attend or vote at a general meeting of the Parent
Company. The voting rights in respect of the Plan Shares shall be exercised only
in accordance with any directions in writing by the Participants concerned to
the Trustees (the Trustees having first issued the necessary documentation to
the Participants facilitating such directions). In the absence of any such
direction, the Trustees shall abstain from voting. The Trustees shall not be
obliged to demand or join in demanding a poll.

11.      Rights of employees

Participation in the Plan by a Participant is a matter entirely separate from


<PAGE>


any pension right or entitlement he may have and from his terms and conditions
of employment and participation in this Plan shall in no respect whatever affect
in any way a Participant's pension rights and entitlements or terms or
conditions of employment and in particular (but without limiting the generality
of the foregoing words) any Participant who leaves the employment of a
Participating Company shall not be entitled to any compensation for any loss of
any right or benefit or prospective right or benefit under the Plan which he
might otherwise have enjoyed whether such compensation is claimed by way of
damages for wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise howsoever.

12.      Duty to account for tax

12.1     When the Trustees receive from a Participant who has directed them to
         transfer the ownership of his Plan Shares to him at any time before the
         Release Date the sum calculated in accordance with Rule 7.2 above, that
         sum shall be accounted for to the Revenue Commissioners in accordance
         with section 516 of the Act.

12.2     The Trustees shall keep records of all sums received from Participants
         under Rule 12.1.

12.3     The Trustees shall inform each Participant in writing of any facts know
         to them which are relevant to determining the liability (if any) of
         that Participant to Irish income tax under Schedule E.

13.      Errors and Omissions

If as a result of an error or omission any Shares to which a Participant is
entitled pursuant to these Rules are not appropriated to him in accordance with
Rule 3.2, the Company, and the Trustees shall do all such acts and things as may
be agreed in writing with the Revenue Commissioners to enable the Trustees to
appropriate to the Participant the Shares necessary to put him in a position he
would have been in but for such want of

<PAGE>


appropriation and agree, where relevant, the Initial Market Value attributable
to such Shares notwithstanding that such actions may fall outside the time
limits contemplated by or otherwise conflict with the other provisions of the
Rules provided always that the Trustees shall not be obliged to incur any
liability (whether actual or contingent) without being funded or indemnified to
their satisfaction.

14.      Notices

14.1     All notices to be given to a Participant under the Plan shall be in
         writing and shall either be delivered to the Participant at his place
         of work or be sent by post to the address shown on the records of the
         Trustees or displayed on a noticeboard at his place of work. Any notice
         or document sent by post as aforesaid shall be deemed to have been
         received on the expiry of 72 hours from the time at which it was
         posted.

14.2     Any notice or document delivered, displayed or sent in the manner
         described in Rule 14.1 shall be deemed for all purposes to have been
         sufficiently served on the Participant and all persons claiming through
         or under such Participant and accordingly service in the manner
         aforesaid shall operate to exonerate the Trustees from all or any
         liability for the non-receipt by a Participant or other person as
         aforesaid of any such notice or document.

14.3     To be valid any direction to the Trustees in respect of a Participant's
         Plan Shares must be given in writing by or on behalf of such
         Participant and shall be effective only when it is received by the
         Trustees.

14.4     A direction once duly given and received as mentioned in Rule 14.3 and
         subject to Rule 5.3 shall be carried out by the Trustees as soon as
         practicable in accordance with its terms unless prior to their acting
         in respect thereof the Trustees receive written notice from the
         Participant revoking the direction. Unless received by the Trustees


<PAGE>


         the Trustees shall incur no liability to a Participant if they act or
         fail to act upon a direction or revocation which purports to have been
         duly given as aforesaid.

15.      Miscellaneous

If any matter arises on or in connection with this Plan or its operation for
which specific provision is not made in the Rules such matter shall be resolved,
dealt with or provided for in such manner as the Directors and the Trustees
shall in their absolute discretion consider appropriate having taken into
account the respective interests of the Company and of the Participants and the
requirements of the Revenue Commissioners.

<PAGE>



                                    SCHEDULE

                                    Specimen

       (To be completed when an employee first opts to participate in
                                   the Plan)

                             Form of Acceptance and
                            Contract of Participation

        TO: Morgan Stanley Dean Witter - Cabot Aircraft Services
            Limited.
            ("The Company")

            And

        TO: Mercer Trustees Limited ("The Trustees")

        FROM :Surname_________________________________

        Forename(s)___________________________________

        Home Address
        ______________________________________________


        RSI Number:___________________________________

        1.     I have read a copy of the Employee Booklet describing the Plan.

        2.     I wish to allocate such amount of company bonus as I indicate
               from time to time to acquire shares.

        3.     In consideration of my participation of the Plan and of any
               appropriation to me of Plan Shares in accordance with the
               provisions of the Plan I bind myself in

<PAGE>


               contract with the Company and the Trustees and I agree to be
               bound by the Rules of the Plan (including any amendments or
               additions made thereto) in accordance with the provisions of the
               Plan and in particular :

                    a)     to permit Plan Shares appropriated to me to be held
                           by the Trustees throughout the applicable Period of
                           Retention (normally two years after the Appropriation
                           Date on which shares are allocated to me by the
                           Trustees);

                    b)     not to assign, charge or otherwise dispose of my
                           beneficial interest in the said Shares during the
                           Period of Retention;

                    c)     not to direct the Trustees to dispose of the said
                           Shares before the applicable Release Date (at present
                           three years after the Appropriation Date) in any
                           other way except by sale for the best consideration
                           in money that can reasonably be obtained at the time
                           of the sale; and

                    d)     if I direct the Trustees of the Plan to transfer the
                           ownership of any of the said Shares into my name
                           before the applicable Release Date, I undertake to
                           pay the Trustees, before the transfer takes place, a
                           sum equal to the income tax at the standard rate on
                           the appropriate percentage of the Locked-in Value
                           (the initial value except in special circumstances
                           which will be notified to you) of the said Shares at
                           the time of the direction as notified to me by the
                           Trustees.

        4      I accept that the dividend tax voucher which I will receive from
               the Trustees in respect of any of my Plan Shares will be in full
               satisfaction of any rights I have to a tax deduction certificate
               from the Trustees.

        5.     I undertake to notify the Trustees of any change in my address.

        6.     I understand that this contract is binding in respect of all
               appropriation of Plan Shares to me at any time unless I have
               previously varied its terms in writing

<PAGE>


               to the Company and the Trustees and they have consented to such
               variation.


         Signed : ______________________________

         Date : ________________________________