<PAGE>


                                                                    EXHIBIT 10.9

                             POWELL INDUSTRIES, INC.
                           DEFERRED COMPENSATION PLAN


         WHEREAS, Powell Industries, Inc. (the "Company") heretofore adopted a
deferred compensation plan for a select group of management and highly
compensated employees;

         WHEREAS, the Company reserved the right to amend the Plan from time to
time; and

         WHEREAS, the Company desires to amend and restate the Plan in its
entirety;

         NOW, THEREFORE, the Company hereby adopts the Powell Industries, Inc.
Deferred Compensation Plan, effective December 5, 2002, with respect to any
bonus eligible for deferral prior to December 31, 2002 and January 1, 2003 for
Compensation and future bonuses eligible for deferral on and after January 1,
2003, the terms of which are set forth in this document as it may be amended
from time to time, effective on December 5, 2002.



<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

         1.1 "ACCOUNT" means all ledger accounts pertaining to a Participant
which are maintained by the Committee to reflect the amount of deferred
compensation due the Participant. The Committee shall establish the following
Accounts and any additional Accounts that the Committee considers necessary.

                  (a) Deferral Account - The Participant's deferral, if any,
between one percent and 50 percent of his base Compensation, and the
Participant's deferral, if any, between one percent and 100 percent, minus
applicable taxes, of any incentive bonus or commissions paid to the Participant.

                  (b) Company Match Accrual Account - The Company's matching
contribution, if any, equal to a percentage of the Participant's Deferral.

         1.2 "BENEFICIARY" means a person or entity designated by the
Participant under the terms of the Plan to receive a payment under the Plan upon
the death of the Participant.

         1.3 "BOARD OF DIRECTORS" means the Board of Directors of the Company.

         1.4 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

         1.5 "COMPANY" means Powell Industries, Inc.

         1.6 "COMPANY MATCH ACCRUAL" means the match which the Company accrues
with respect to the amount deferred during a Plan Year by a Participant under
the Plan.

         1.7 "COMPENSATION" means remuneration paid to a Participant by the
Company during the portion of the Plan Year in which he is eligible to
participate in the Plan, or that would have been paid to a Participant during
the Plan Year by the Company but for the Participant's election to make a
Deferral under the Plan or his deferrals under a cash or deferred arrangement
described in section 401(k) of the Code or a cafeteria plan described in section
125 of the Code, including and limited to regular base pay as determined by the
Committee in its sole discretion, commissions, merit and incentive bonuses
(other than bonuses paid by the Company with respect to services for a
predecessor employer that has not adopted the Plan or with respect to services
performed by the Participant prior to his employment by the Company, as
determined by the Committee in its sole discretion), excluding however, car
allowance payments.



                                      I-1

<PAGE>


         1.8 "COMMITTEE" means the persons who are from time to time serving as
members of the committee administering the Plan.

         1.9 "DEFERRAL" means the amount of Compensation deferred under a
deferral election made by a Participant under Section 3.1.

         1.10 "DEFERRED COMPENSATION LEDGER" means the ledger maintained by the
Committee for each Participant which reflects the amount of Compensation
deferred by the Participant under the Plan, Company Match Accrual and the
provided under the Plan, and the amount of earnings and losses credited on each
of these amounts.

         1.11 "DISABILITY" means any medically determinable physical or mental
impairment that is deemed to be a disability by the Social Security
Administration Department for purpose of receiving a primary Social Security
disability benefit, or any such physical or mental impairment which is
determined to make the Participant eligible to receive a disability benefit in
accordance with the provisions of the Company's insured long term disability
plan, if applicable to such Participant, by the insurance carrier underwriting
such plan.

         1.12 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         1.13 "INVESTMENT FUND" means a mutual fund or other investment option
that is designated by the Committee for purposes of determining the amount of
the Company's deferred compensation obligation to a Participant under the Plan.


                                      I-2

<PAGE>


         1.14 "PARTICIPANT" means an employee of a Company who is eligible to
participate in the Plan.

         1.15 "PLAN" means the Powell Industries, Inc. Deferred Compensation
Plan set out in this document, as amended from time to time.

         1.16 "PLAN YEAR" means a one-year period which coincides with the
calendar year. Therefore, the first Plan Year of the Plan shall be a short plan
year from December 1, 2002 through December 31, 2002.

         1.17 "RETIREMENT" means the voluntary termination of employment with
the Company at or after attaining age 65 (normal retirement). A Participant may
retire early at age 55 with five (5) years of active service with the Company.

         1.18 "SAVINGS PLAN" means the Powell Industries, Inc. Employees
Incentive Savings Plan.

         1.19 "TRUST" means the Powell Industries, Inc. Deferred Compensation
Trust.

         1.20 "VALUATION DATE" means the end of each calendar quarter unless the
Committee selects another date.



                                      I-3
<PAGE>


                                   ARTICLE II

                                   ELIGIBILITY

         The employees eligible to participate in the Plan include the key
employees of the Company, who are in a select group of management or are highly
compensated employees, as determined by the Committee. The Committee shall
notify each Participant of his eligibility to participate in the Plan. Each
Participant in the Plan during a Plan Year shall continue to participate in the
Plan unless the Committee shall have notified the Participant that he will not
be eligible to participate in the Plan. A former Participant who has been
notified that he will no longer participate in the Plan, but who remains in the
employ of the Company, shall retain the balance in his Accounts under the terms
of the Plan, but he shall not make additional deferrals under Section 3.1 and no
additional amounts shall be credited to his Accounts under Sections 4.3 and 4.4
during the periods in which he is not a Participant.




                                      II-1

<PAGE>


                                   ARTICLE III

                             DEFERRALS AND ACCRUALS

         3.1 DEFERRAL ELECTION. A Participant may elect, within 30 days of
notification that he is eligible to participate in the Plan, the percentage, if
any, of his Compensation to be earned during the ensuing Plan Year, that is to
be deferred under the Plan. A Participant may elect to defer a minimum of one
percent but not more than 50 percent of his base Compensation for the Plan Year,
and may defer a minimum of one percent and a maximum of 100 percent, minus
applicable taxes, of any incentive bonus or commissions to be paid to the
Participant for the Plan Year. Prior to the election period the Committee shall
notify all eligible Participants of their right to make a deferral election.
Once an election has been made as to the percentage to be deferred, it becomes
irrevocable for the Plan Year. The election to defer a percentage of
Compensation shall be effective only upon the timely receipt by the Committee of
the Participant's percentage deferral election on such form as will be
determined by the Committee from time to time. If an election form is not
received on or prior to the beginning of the Plan Year to which the election
applies, the Participant shall be deemed to have elected not to defer any part
of his Compensation for that Plan Year.

         Notwithstanding the foregoing, if a Participant takes a withdrawal from
the Savings Plan for reasons of a financial hardship, no amounts may deferred
under this Plan for a period of six months following the withdrawal and until
the Participant files a new election form under this Plan. A Participant's
election to defer amounts under this Plan following such six-month period shall
not be effective until the beginning of the next Plan Year.

         3.2 COMPANY MATCH ACCRUAL. Each Plan Year the Company shall credit the
Company Match Account of each Participant who elects to defer a portion of his
Compensation under the Plan with an amount equal to the difference between A and
B where A is equal to



                                      III-1

<PAGE>


amount of the employer matching contribution the Participant would have been
allocated under the Savings Plan for such Plan Year had the Participant's
compensation for under the Savings Plan included the amount the Participant
elected to defer under this Plan and B is equal to the amount of the employer
matching contribution the Participant was allocated under the Savings Plan for
such Plan Year.




                                      III-2

<PAGE>


                                   ARTICLE IV

                                     ACCOUNT

         4.1 ESTABLISHING A PARTICIPANT'S ACCOUNT. The Committee shall establish
an Account for each Participant in a special Deferred Compensation Ledger which
shall be maintained by the Company. The Account shall reflect the amount of the
Company's obligation to the Participant at any given time.

         4.2 DEFERRAL ACCOUNT. The amount deferred by a Participant, if any,
shall be credited to each Participant's Deferral Account as of the last day of
each month in which the Participant would have received the amount deferred but
for his election to defer.

         4.3 COMPANY MATCH ACCRUAL ACCOUNT. The Company Match, if any, shall be
credited to each Participant's Company Match Account as of the last day of the
Plan Year for the accrual attributable to Compensation paid during that Plan
Year.

         4.4 CREDITING OF INTEREST. As part of a Participant's total benefit
under the Plan, each Participant's Account shall be credited with earnings (or
losses) equal to the amount which is deemed to be earned on his bookkeeping
Account established to enable the Company to determine its obligations under the
Plan. Each Valuation Date the Committee or its delegate will determine the
amount of earnings (or losses) to be allocated to a Participant's Account and
will credit that amount to the Participant's Account. For the purpose of
determining the earnings (or losses) to be credited to the Participant's
Account, the Committee shall assume that the Participant's Account is invested
in units or shares of the Investment Funds in the proportions selected by the
Participant in accordance with procedures established by the Committee. This
amount accrued by the Committee as additional deferred compensation shall be a
part of the Company's obligation to the Participant and payment of it shall be a
general obligation of the Company. Earnings (or losses) will continue to be
credited to a Participant's Account each



                                      IV-1

<PAGE>


Valuation Date until his entire benefit due under the Plan has been paid in
full. The determination of interest based on the income and appreciation of the
Participant's Account shall in no way affect the ability of the general
creditors of the Company to reach the assets of the Company in the event of the
insolvency or bankruptcy of the Company or place the Participants in a secured
position ahead of the general creditors of the Company. Although a Participant's
investment selections made in accordance with the terms of the Plan and such
procedures as may be established by the Committee shall be relevant for purposes
of determining the Company's obligation to the Participant under the Plan, there
is no requirement that any assets of the Company shall be invested in accordance
with the Participant's investment selections.





                                      IV-2

<PAGE>


                                    ARTICLE V

                                     VESTING

         A Participant shall have a 100 percent nonforfeitable interest in his
Deferrals and his Company Match Accruals under the Plan at all times. A
Participant will also have a 100 percent nonforfeitable interest in any increase
in the Deferral and Company Match Accrual as a result of the crediting of
interest in accordance with Section 4.5 after his Deferral and Company Match
Accrual has been initially credited or accrued.





                                      V-I
<PAGE>


                                   ARTICLE VI

                                  DISTRIBUTIONS

         6.1 DEATH. Upon the death of a Participant, his Beneficiary or
Beneficiaries shall receive the value of the amounts credited to the
Participant's Accounts in the Deferred Compensation Ledger determined under
Section 6.9.

         Each Participant, upon notification of his participation in the Plan,
shall file with the Committee a designation of a Beneficiary or Beneficiaries to
whom distributions otherwise due the Participant shall be made in the event of
his death prior to the distribution of the amount credited to his Accounts in
the Deferred Compensation Ledger. The designation will be effective upon receipt
by the Committee of a properly executed form which the Committee has approved
for that purpose. The Participant may from time to time revoke or change any
designation of Beneficiary by filing another approved Beneficiary designation
form with the Committee. If there is no valid designation of Beneficiary on file
with the Committee at the time of the Participant's death, or if all of the
Beneficiaries designated in the last Beneficiary designation have predeceased
the Participant or otherwise ceased to exist, the Beneficiary will be the
Participant's spouse, if the spouse survives the Participant, or otherwise the
Participant's estate. Any Beneficiary designation which designates any person or
entity other than the Participant's spouse must be consented to in writing by
the spouse in a form acceptable to the Committee in order to be effective.

         6.2 DISABILITY. Upon the Disability of a Participant, the Participant
shall receive the value of the amounts credited to the Participant's Accounts in
the Deferred Compensation Ledger determined under Section 6.9.




                                      VI-1

<PAGE>


         6.3 RETIREMENT. Upon the Retirement of a Participant, the Participant
shall receive the value of the amounts credited to his Accounts in the Deferred
Compensation Ledger determined under Section 6.9.

         6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon a
Participant's termination from the employ of the Company prior to his death,
Disability or Retirement, the Participant shall receive the portion of the
amount credited to his Accounts in the Deferred Compensation Ledger determined
under Section 6.9, which is vested under Sections 5.1 and 5.2.

         6.5 TIME AND FORM OF BENEFIT PAYMENTS. Distributions under the Plan
shall be made in one lump sum payment or in equal monthly installments over a
three-, five-or ten-year period. All distributions shall be made in cash. Each
Participant shall have the right to elect, to revoke or to change any election
of the form of distribution at the time and under the rules established by the
Committee. Initially, however, a Participant must elect prior to becoming a
Participant, the form of distribution. If a Participant fails to designate a
form of distribution, the Participant's benefit under the Plan shall be made in
a single lump sum payment. Except for distributions due to Disability or death,
all other elections of form of distribution and all revocations or changes of
election of form of distribution shall be effective only if the election,
revocation or change is received by the Committee in proper form one year prior
to the event which required a distribution under the Plan. During that one-year
period prior to the effective date of such election, revocation or change, the
last effective election, revocation or change made by the Participant shall
continue to remain in force. With respect to distributions due to Disability or
death, the form of distribution elected on the last election form by the
Participant shall be the form of distribution made to the Disabled Participant
or, in the case of death, the Participant's Beneficiary. If installment payments
are elected by the Participant and the



                                      VI-2

<PAGE>


Participant dies after he has retired and prior to receiving all installment
payments, to which he is entitled, the remaining installments shall be paid to
the Participant's Beneficiary. In addition, if installment payments are being
paid to a Participant, the Participant may elect to receive a single sum payment
of the remaining installment payments, less a penalty equal to ten percent (10%)
of the remaining balance in his total Account. The Committee has the sole
discretion as to determining the date, nature and reason of any termination of
employment by a Participant.

         A distribution shall be made or commence within 30 days after the
Participant's death, Disability, Retirement or termination prior to death,
Disability or Retirement.

         6.6 HARDSHIP DISTRIBUTION ELECTIONS. In addition to receiving a
distribution of his Deferral Account upon death, Disability, or Retirement, each
Participant may, in accordance with procedures established by the Committee,
request to receive a distribution of all or any portion of his Deferral Account
on account of a major, unanticipated, financial emergency.

         6.7 IN-SERVICE WITHDRAWALS. In addition to the in-service distribution
election provided for under Section 6.5 of the Plan, each Participant may,
receive a withdrawal of all or any portion of the value of the Deferral Account,
less a penalty equal to ten percent (10%) of the value of the Deferral Account.
No in-service withdrawals are permitted from a Participant's Company Match
Accrual Account. The Participant's withdrawal request for Deferral Contributions
terminates the right to make any Deferrals until the next time Deferral
elections are permitted after the lapse of one (1) year following the
withdrawal.

         6.8 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Committee shall furnish information to the Company concerning the amount and
form of distribution to any Participant entitled to a distribution so that the
Company may make or cause the Trust to make the distribution required. It will
also calculate the deductions from the amount of the benefit



                                      VI-3

<PAGE>


paid under the Plan for any taxes required to be withheld by federal, state or
local government and will cause them to be withheld and paid to the appropriate
authority.

         6.9 ACQUISITIONS, MERGERS, OR CONSOLIDATIONS. If the Company is a party
to any merger, consolidation or other reorganization, sells, leases or exchanges
or agrees to sell, lease or exchange all or substantially all of its assets to
any other person or entity (other than an entity wholly-owned by the Company),
is to be dissolved, or is a party to any other corporate transaction (as defined
under Section 424(a) of the Code and applicable Treasury Regulations) that is
not described in this sentence, then the Committee, acting in its sole and
absolute discretion without the consent or approval of any Participant, may
immediately vest each Participant in the Plan and/or make or cause the Trust to
make a single lump sum cash distribution of the value of the amounts credited to
each of the Participants' Accounts in the Deferred Compensation Ledger
determined under Section 6.9 to each Participant or Beneficiary under the Plan.

         6.10 DISTRIBUTION DETERMINATION DATE. For purposes of all distributions
described in this Article VI, the determination date for valuing the amounts
credited to a Participant's Accounts shall be the Valuation Date immediately
preceding the event which triggers the beginning of the 90-day period described
in Section 6.1, 6.2, 6.3, 6.4, or 6.8 as applicable.




                                      VI-4

<PAGE>


                                   ARTICLE VII

                                 ADMINISTRATION

         7.1 COMMITTEE APPOINTMENT. The Committee which shall consist of not
less than three members shall be appointed by the Compensation Committee of the
Board of Directors. Each Committee member shall serve until his resignation or
removal. The Compensation Committee of the Board of Directors shall have the
sole discretion to remove any one or more Committee members and appoint one or
more replacement or additional Committee members from time to time.

         7.2 COMMITTEE ORGANIZATION AND VOTING. The Committee shall select from
among its members a chairman who shall preside at all of its meetings and shall
elect a secretary without regard to whether that person is a member of the
Committee. The secretary shall keep all records, documents and data pertaining
to the Committee's supervision and administration of the Plan. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business and the vote of a majority of the members present at any meeting shall
decide any question brought before the meeting. In addition, the Committee may
decide any question by a vote, taken without a meeting, of a majority of its
members. A member of the Committee who is also a Participant shall not vote or
act on any matter relating solely to himself.

         7.3 POWERS OF THE COMMITTEE. The Committee shall have the exclusive
responsibility for the general administration of the Plan according to the terms
and provisions of the Plan and shall have all powers necessary to accomplish
those purposes, including but not by way of limitation the right, power and
authority:

               (a) to make rules and regulations for the administration of the
Plan;

               (b) to construe all terms, provisions, conditions and limitations
of the Plan;


                                      VII-1

<PAGE>


               (c) to correct any defect, supply any omission or reconcile any
inconsistency that may appear in the Plan in the manner and to the extent it
deems expedient to carry the Plan into effect;

               (d) to designate the persons eligible to become Participants;

               (e) to determine all controversies relating to the administration
of the Plan, including but not limited to:

                  (1) differences of opinion arising between the Company and a
Participant; and

                  (2) any question it deems advisable to determine in order to
promote the uniform administration of the Plan for the benefit of all parties at
interest; and

               (f) to delegate by written notice those clerical and recordation
duties of the Committee, as it deems necessary or advisable for the proper and
efficient administration of the Plan.

         7.4 COMMITTEE DISCRETION. The Committee in exercising any power or
authority granted under the Plan or in making any determination under the Plan
shall perform or refrain from performing those acts using its sole discretion
and judgment. Any decision made by the Committee or any refraining to act or any
act taken by the Committee in good faith shall be final and binding on all
parties and shall not be subject to de novo review.

         7.5 ANNUAL STATEMENTS. The Committee shall cause each Participant to
receive an annual statement as soon as administratively feasible after the
conclusion of each Plan Year containing a statement of the Participant's
Accounts in the Deferred Compensation Ledger through the end of that Plan Year.
The statement shall include a report of the Participant Deferral, Company Match
Accrual, if any, and , if any, and the number of units credited to each
Participant's Accounts for that Plan Year.

         7.6 REIMBURSEMENT OF EXPENSES. The Committee shall serve without
compensation for its services but shall be reimbursed by the Company for all
expenses properly and actually incurred in the performance of its duties under
the Plan.



                                     VII-2

<PAGE>


         7.7 STANDARD OF JUDICIAL REVIEW OF COMMITTEE ACTIONS. The Committee has
full and absolute discretion in the exercise of each and every aspect of the
rights, power, authority and duties retained or granted it under the Plan,
including without limitation, the authority to determine all facts, to interpret
this Plan, to apply the terms of this Plan to the facts determined, to make
decisions based upon those facts and to make any and all other decisions
required of it by this Plan, such as the right to benefits, the correct amount
and form of benefits, the determination of any appeal, the review and correction
of the actions of any prior administrative committee, and the other rights,
powers, authority and duties specified in this Article and elsewhere in this
Plan. Notwithstanding any provision of law, or any explicit or implicit
provision of this document, any action taken, or finding, interpretation, ruling
or decision made by the Committee in the exercise of any of its rights, powers,
authority or duties under this Plan shall be final and conclusive as to all
parties, including without limitation all Participants, former Participants and
Beneficiaries, regardless of whether the Committee or one or more of its members
may have an actual or potential conflict of interest with respect to the subject
matter of the action, finding, interpretation, ruling or decision. No final
action, finding, interpretation, ruling or decision of the Committee shall be
subject to de novo review in any judicial proceeding. No final action, finding,
interpretation, ruling or decision of the Committee may be set aside unless it
is held to have been arbitrary and capricious by a final judgment of a court
having jurisdiction with respect to the issue.

         7.8 CLAIMS PROCEDURES. When a benefit is due, the Participant or
Beneficiary should submit a claim to the office designated by the Committee to
receive claims. Under normal circumstances, the Committee will make a final
decision as to a claim within 90 days after receipt of the claim. If the
Committee notifies the claimant in writing during the initial 90-day




                                     VII-3

<PAGE>


period, it may extend the period up to 180 days after the initial receipt of the
claim. The written notice must contain the circumstances necessitating the
extension and the anticipated date for the final decision. If a claim is denied
during the claims period, the Committee must notify the claimant in writing. The
denial must include the specific reasons for it, the Plan provisions upon which
the denial is based, any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary, and the Plan's review procedures and time limits,
including a statement of the claimant's right to bring a civil action under
section 502(a) of ERISA.

         If a Participant's or Beneficiary's claim is denied and he wants a
review, he must apply to the Committee in writing. That application can include
any arguments, written comments, documents, records, and other information
relating to the claim for benefits. In addition, the claimant is entitled to
receive on request and free of charge reasonable access to and copies of all
information relevant to the claim. For this purpose, "relevant" means
information that was relied on in making the benefit determination or that was
submitted, considered or generated in the course of making the determination,
without regard to whether it was relied on, and information that demonstrates
compliance with the Plan's administrative procedures and safeguards for assuring
and verifying that Plan provisions are applied consistently in making benefit
determinations. The Committee must take into account all comments, documents,
records, and other information submitted by the claimant relating to the claim,
without regard to whether the information was submitted or considered in the
initial benefit determination. The claimant may either represent himself or
appoint a representative, either of whom has the right to inspect all documents
pertaining to the claim and its denial. The Committee can schedule any meeting
with the claimant or his representative that it finds necessary or appropriate
to complete its review.



                                     VII-4

<PAGE>


The request for review must be filed within 90 days after the denial. If it is
not, the denial becomes final. If a timely request is made, the Committee must
make its decision, under normal circumstances, within 60 days of the receipt of
the request for review. However, if the Committee notifies the claimant prior to
the expiration of the initial review period, it may extend the period of review
up to 120 days following the initial receipt of the request for a review. All
decisions of the Committee must be in writing and must include the specific
reasons for its action, the Plan provisions on which its decision is based, and
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 relevant to the claimant's claim for benefits, and a statement of
the claimant's right to bring an action under section 502(a) of ERISA If a
decision is not given to the claimant within the review period, the claim is
treated as if it were denied on the last day of the review period.



                                     VII-5

<PAGE>


                                  ARTICLE VIII

                          AMENDMENT AND/OR TERMINATION

         8.1 AMENDMENT OR TERMINATION OF THE PLAN. The Compensation Committee of
the Board of Directors may amend or terminate the Plan at any time by an
instrument in writing without the consent of any Participant.

         8.2 NO RETROACTIVE EFFECT ON AWARDED BENEFITS. No amendment shall
affect the rights of any Participant to the amounts and/or units then standing
to his credit in his Accounts in the Deferred Compensation Ledger. However,
Compensation Committee of the Board of Directors shall retain the right to
change at any time and in any manner the method of calculating all amounts
deferred by a Participant and all amounts matched by the Company to be accrued
in the future and the gauge to be used to determine future increases or
decreases in amounts accrued or deferred after the date of the amendment.

         8.3 EFFECT OF TERMINATION. If the Plan is terminated, all amounts
deferred by Participants and matched or accrued by the Company and credited to a
Participant's Accounts shall immediately vest as if the Participant were
entitled to and did retire on the date the Plan terminated. Distributions would
then commence in accordance with Section 6.3.




                                     VIII-1
<PAGE>


                                   ARTICLE IX

                                     PAYMENT

         9.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF THE COMPANY.
The Company shall be liable for all benefits due the Participants under the
Plan.

         9.2 PAYMENTS MAY BE MADE TO A RABBI TRUST. Under all circumstances, the
rights of the Participants to the assets held in any rabbi trust created with
respect to the Plan shall be no greater than the rights expressed in this
agreement. Nothing contained in the trust agreement which creates any such rabbi
trust shall constitute a guarantee by any Company that the amounts transferred
by it to the trust shall be sufficient to pay any benefits under the Plan or
would place the Participant in a secured position ahead of judgment and/or
general creditors should the Company become insolvent or bankrupt. Any trust
agreement established with respect to a Plan must specifically set out these
principles so it is clear in the trust agreement that the Participants are only
unsecured general creditors of the Company with respect to their benefits under
the Plan.

         9.3 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF THE COMPANY. The
Plan is only a general corporate commitment and each Participant must rely upon
the general credit of the Company for the fulfillment of its obligations under
the Plan. Under all circumstances the rights of Participants to any asset held
by the Company shall be no greater than the rights expressed in this agreement.
Nothing contained in this agreement shall constitute a guarantee by the Company
that the assets of the Company will be sufficient to pay any benefits under the
Plan or would place the Participant in a secured position ahead of general
creditors and judgment creditors of the Company. Though the Company may
establish or become a signatory to a rabbi trust to accumulate assets to help
fulfill its obligations, the Plan and any trust created, shall not create any
lien, claim, encumbrance, right, title or other interest of any kind in any
Participant in




                                      IX-1

<PAGE>


any asset held by the Company, contributed to any trust created, or otherwise be
designated to be used for payment of any of its obligations created in this
agreement. No specific assets of the Company have been or will be set aside, or
will be transferred to a trust or will be pledged for the performance of the
Company's obligations under the Plan which would remove those assets from being
subject to the general creditors and judgment creditors of the Company.

         9.4 PLAN UNFUNDED. It is intended that the Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.





                                      IX-2

<PAGE>


                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 LIMITATION OF RIGHTS. Nothing in the Plan will be construed:

                  (a) to give any employee of any Company any right to be
designated a Participant in the Plan;

                  (b) to give a Participant any right with respect to the
Deferral, the Company Match Accrual accrued or accrued except in accordance with
the terms of the Plan;

                  (c) to limit in any way the right of the Company to terminate
a Participant's employment with the Company at any time;

                  (d) to evidence any agreement or understanding, expressed or
implied, that the Company will employ a Participant in any particular position
or for any particular remuneration; or

                  (e) to give a Participant or any other person claiming through
him any interest or right under the Plan other than that of any unsecured
general creditor of the Company.

         10.2 DISTRIBUTIONS TO INCOMPETENTS OR MINORS. Should a Participant
become incompetent or should a Participant designate a Beneficiary who is a
minor or incompetent, the Committee is authorized to pay the amounts due to the
parent of the minor or to the guardian of the minor or incompetent or directly
to the minor or to apply those amounts for the benefit of the minor or
incompetent in any manner the Committee determines in its sole discretion.

         10.3 NONALIENATION OF BENEFITS. No right or benefit provided in the
Plan shall be transferable by the Participant except, upon his death, to a named
Beneficiary as provided in the Plan. No right or benefit under the Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
or charge the same shall be void. No right or benefit under the Plan shall in
any manner be liable for or subject to any debts, contracts, liabilities or
torts of the person entitled to such benefits. If any Participant or any
Beneficiary becomes bankrupt or attempts to



                                      X-1

<PAGE>


anticipate, alienate, sell, assign, pledge, encumber or charge any right or
benefit under the Plan, that right or benefit shall, in the discretion of the
Committee, cease. In that event, the Committee may have the Company hold or
apply the right or benefit or any part of it to the benefit of the Participant
or Beneficiary, his or her spouse, children or other dependents or any of them
in any manner and in any proportion the Committee believes to be proper in its
sole and absolute discretion, but is not required to do so.

         10.4 RELIANCE UPON INFORMATION. The Committee shall not be liable for
any decision or action taken in good faith in connection with the administration
of the Plan. Without limiting the generality of the foregoing, any decision or
action taken by the Committee when it relies upon information supplied it by any
officer of the Company, the Company's legal counsel, the Company's independent
accountants or other advisors in connection with the administration of the Plan
shall be deemed to have been taken in good faith.

         10.5 SEVERABILITY. If any term, provision, covenant or condition of the
Plan is held to be invalid, void or otherwise unenforceable, the rest of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

         10.6 NOTICE. Any notice or filing required or permitted to be given to
the Committee or a Participant shall be sufficient if in writing and hand
delivered or sent by U.S. mail to the principal office of the Company or to the
residential mailing address of the Participant. Notice shall be deemed to be
given as of the date of hand delivery or if delivery is by mail, as of the date
shown on the postmark.

         10.7 GENDER AND NUMBER. If the context requires it, words of one gender
when used in the Plan will include the other genders, and words used in the
singular or plural will include the other.



                                      X-2

<PAGE>


         10.8 GOVERNING LAW. The Plan will be construed, administered and
governed in all respects by the laws of the State of Texas.

         10.9 SUCCESSORS, ACQUISITIONS, MERGERS, CONSOLIDATIONS. The terms and
conditions of this Plan and each Deferral Election shall inure to the benefit of
and bind the Company, the Participants, their successors, assigns, and personal
representatives. The terms successors and assigns as used herein shall include
any corporate or other business entity which shall include any consolidation,
purchase or otherwise, acquire all or substantially all of the business and
assets of the Company and successors of any such corporation or other business
entity.

         10.10 EFFECTIVE DATE. The Plan, as amended and restated, will be
operative and effective on the 5th day of December 2002.



                                       X-3

<PAGE>


         IN WITNESS WHEREOF, the Company has executed this document on this 5th
day of December 2002.


                                          POWELL INDUSTRIES, INC.



                                          By /s/ Don R. Madison
                                             -----------------------------------
                                          Title Vice President & Vice President
                                                --------------------------------