HEICO CORPORATION


                                  EXHIBIT 10.6

                                TO THE FORM 10-K

                            FOR THE FISCAL YEAR ENDED

                                OCTOBER 31, 2002

              SECURITIES AND EXCHANGE COMMISSION FILE NUMBER 1-4604



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                                                                    Exhibit 10.6



                        HEICO SAVINGS AND INVESTMENT PLAN



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                                    ARTICLE 1
                                  INTRODUCTION                                1


                                    ARTICLE 2
                                   DEFINITIONS

2.01         "Accounts"                                                       2
2.02         "Actual Deferral Percentage" or "ADP"                            2
2.03         "Adjustment"                                                     2
2.04         "Affiliate"                                                      2
2.05         "Authorized Leave of Absence"                                    2
2.06         "Average Actual Deferral Percentage"                             3
2.07         "Average Actual Contribution Percentage"                         3
2.08         "Beneficiary"                                                    3
2.09         "Board"                                                          3
2.10         "Code"                                                           3
2.11         "Committee"                                                      4
2.12         "Common Stock"                                                   4
2.13         "Company"                                                        4
2.14         "Compensation"                                                   4
2.15         "Contribution Percentage"                                        4
2.16         "Early Retirement Date"                                          4
2.17         "Elective Deferral Contribution"                                 5
2.18         "Elective Deferral Contribution Account"                         5
2.19         "Eligible Employee"                                              5
2.20         "Employee"                                                       5
2.21         "Employer"                                                       5
2.22         "Employer Contributions"                                         5
2.23         "Employer Matching Contributions"                                6
2.24         "Employer Matching Contributions Account"                        6
2.25         "Employment"                                                     6
2.26         "Entry Date"                                                     6
2.27         "ERISA"                                                          6
2.28         "Equity Builder Contributions"                                   6
2.29         "Equity Builder Contributions Account"                           6
2.30         "Excess Aggregate Contributions"                                 6
2.31         "Excess Contributions"                                           6
2.32         "Excess Deferral Amount"                                         6
2.33         "Highly Compensated Employee"                                    6
2.34         "Hour of Service"                                                7


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2.35         "Investment Fund"                                                8
2.36         "Investment Manager"                                             8
2.37         "Non-Highly Compensated Employee"                                9
2.38         "Normal Retirement Date"                                         9
2.39         "One Year Break in Service"                                      9
2.40         "Participant"                                                    9
2.41         "PAYSOP Account"                                                 9
2.42         "Plan"                                                           9
2.43         "Plan Year"                                                      9
2.44         "Rollover Contributions"                                         9
2.45         "Rollover Contribution Account"                                 10
2.46         "Termination Date"                                              10
2.47         "Total and Permanent Disability" or "Disability"                10
2.48         "Trust Agreement"                                               10
2.49         "Trust Fund" or "Trust"                                         10
2.50         "Trustee"                                                       10
2.51         "Qualified"                                                     10
2.52         "Valuation Date"                                                10
2.53         "Year of Service"                                               11

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

3.01          Participation in the Plan                                      11
3.02          Rollover Contributions                                         12
3.04          Acquisitions                                                   12

                                    ARTICLE 4
                                  CONTRIBUTIONS

4.01          Elective Deferral Contributions                                12
4.02          Elections Regarding Elective Deferral Contributions            14
4.03          Employer Contributions                                         14
4.04          After-Tax Contributions                                        15
4.05          Rollover Contributions                                         15
4.06          Form and Timing of Contributions                               16
4.07          Nondeductible Contributions and Contributions Made
              by Mistake of Fact                                             16
4.08          Forfeitures                                                    16
4.09          Investment Funds                                               17
4.10          Investment of Contributions                                    17


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                                    ARTICLE 5
                                MAXIMUM BENEFITS

5.01         Limitation on Annual Additions                                  17
5.02         Increase in Limitations on Annual Additions                     21

                                    ARTICLE 6
                            ACCOUNTS AND ALLOCATIONS

6.01         Participant Accounts                                            21
6.02         Value of Account as of Valuation Date                           22
6.03         Allocation of Adjustments                                       22


                                    ARTICLE 7
                          SPECIAL DISCRIMINATION RULES

7.01         Average Actual Deferral Percentage Limitation                   23
7.02         Average Contribution Percentage Limitation                      26
7.03         Multiple Use of Alternative Limitation                          29
7.04         Repeal of Multiple Use Test                                     31

                                    ARTICLE 8
                                     VESTING

8.01         Vested Percentage of Accounts                                   31
8.02         Amount Subject to Distribution Upon Termination of
             Employment                                                      32
8.03         Forfeitures                                                     32

                                    ARTICLE 9
                             IN-SERVICE WITHDRAWALS

9.01         Hardship Withdrawals                                            34
9.02         Suspension of Contributions Due to Hardship Withdrawal          35


                                   ARTICLE 10
                PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

10.01        Commencement of Distribution                                    35
10.02        Forms of Payment                                                36
10.03        Prior Employer Accounts                                         37
10.04        Valuation Upon Distribution                                     37


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10.05        Payments When a Loan is Outstanding                             37
10.06        Special Distributions                                           38
10.07        Qualified Domestic Relations Orders                             39
10.08        Payment to Minors and Incapacitated Persons                     39
10.09        Notices to Participants                                         39
10.10        Eligible Rollover Distributions                                 40
10.11        Age 59 1/2 Withdrawals                                          40

                                   ARTICLE 11
                                      LOANS

11.01        Availability of Loans                                           41
11.02        Amount of Loans                                                 41
11.02        Conditions of the Loan                                          41
11.03        Loan Policy                                                     41

                                   ARTICLE 12
               LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN PROVISIONS

12.01        Effect of Article                                               42
12.02        Definitions                                                     42
12.03        Purpose and Nature of the Leveraged ESOP                        43
12.04        Requirements as to Exempt Loans                                 44
12.05        Use of Exempt Loan Proceeds                                     45
12.06        Allocations and Accounting                                      46
12.07        Use of Cash Dividends on Common Stock                           47
12.08        Pass-Through of Dividends on Company Stock                      47
12.09        Common Stock Dividends                                          47
12.10        Diversification Election                                        49
12.11        Voting and Tendering of Company Stock                           50

                                   ARTICLE 13
                              TOP-HEAVY PROVISIONS

13.01        Top-Heavy                                                       50
13.02        Modification of Top-Heavy Rules                                 53

                                   ARTICLE 14
                               PLAN ADMINISTRATION

14.01        Committee                                                       54
14.02        Powers of the Committee                                         55
14.03        Indemnification of Members of the Committee                     56


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14.04        Liabilities for which Members of the Committee
             are Indemnified                                                 56
14.05        Company's Right to Settle Claims                                56
14.06        Fiduciary Liability Insurance                                   56
14.07        Designation of Members of the Committee as
             Named Fiduciaries                                               56
14.08        Procedures for Allocating or Delegating
             Fiduciary Responsibilities                                      57
14.09        Filing of Claim                                                 57
14.10        Time for Initial Decision                                       57
14.11        Notice of Denial                                                58
14.12        Manner of Reconsideration                                       58
14.13        Time for Reconsideration                                        58
14.14        Notice of Adverse Decision on Reconsideration                   58
14.15        Expenses of the Committee                                       59
14.16        Conduct of Committee Business                                   59
14.17        Agent for Service of Process                                    59

                                   ARTICLE 15
                            AMENDMENT AND TERMINATION

15.01        Right to Amend                                                  59
15.02        Termination and Discontinuance of Contributions                 60
15.03        Supplements                                                     60
15.04        Merger of the Plan                                              60

                                   ARTICLE 16
                             PARTICIPATING EMPLOYERS

16.01        Participation by Participating Employers                        61
16.02        Withdrawal of Participating Employers                           61
16.03        Requirements of Participating Employers                         62
16.04        Transfers between Participating Employers                       62
16.05        Participating Employer Contributions                            62

                                   ARTICLE 17
                                  MISCELLANEOUS

17.01         Applicable Law                                                 62
17.02         Protected Benefits                                             63
17.03         Credit for Qualified Military Service                          63
17.04         Rights under the Plan                                          63
17.05         Undefined Terms                                                63
17.06         Number and Gender                                              63


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                        HEICO SAVINGS AND INVESTMENT PLAN


                                    ARTICLE 1
                                  INTRODUCTION

     HEICO Corporation ("HEICO") adopted the HEICO Savings and Investment Plan
(the "Plan") effective January 1, 1985 for the benefit of employees of HEICO and
participating affiliated companies. The Plan is hereby amended and restated in
its entirety effective January 1, 2002 (except for those sections of the Plan
that have an alternate effective date).

     The Plan is intended to be an employee stock ownership plan within the
meaning of Code Section 4975(e)(7) which is designed to invest primarily in
Common Stock and a stock bonus plan within the meaning of Treasury Regulation
Section 1.401-1(b)(1)(iii) that is qualified under Code Section 401(a). The
purposes of the Plan are (i) to encourage Employee savings by establishing a
formal plan under which Employee contributions are supplemented by Employer
contributions to create a flexible and competitive total compensation program
for Employees, and (ii) to allow Employees the option to defer a portion of
their compensation on a pre-tax basis.


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                                    ARTICLE 2
                                   DEFINITIONS

The following terms when used herein shall have the designated meaning unless a
different meaning is plainly required by the context in which the term is used:

2.01    "Accounts" shall mean the Account established and maintained by the
        Committee or Trustee for each Participant or his Beneficiary to which
        shall be allocated each Participant's interest in the Trust, and all
        dividends, income, gains and losses attributable thereto. Each Account
        shall be comprised of the sub-accounts described in Section 6.01.

2.02    "Actual Deferral Percentage" or "ADP" shall mean the ratio, expressed as
        a percentage, of Elective Deferral Contributions on behalf of an
        Eligible Employee for the Plan Year to the Eligible Employee's
        Compensation for the Plan Year. The Actual Deferral Percentage of each
        Eligible Employee shall be rounded to the nearest 100th of 1% of such
        Employee's Compensation. The Actual Deferral Percentage of an Eligible
        Employee who makes no Elective Deferral Contributions during a Plan Year
        is zero.

2.03    "Adjustment" shall mean, for a Valuation Date, the aggregate earnings,
        realized or unrealized appreciation, losses, expenses, and realized or
        unrealized depreciation of the Investment Fund since the immediately
        preceding Valuation Date.

2.04    "Affiliate" shall mean the Company and any corporation which is a member
        of a controlled group of corporations (as defined in Code Section
        414(b)) which includes the Company; any trade or business (whether or
        not incorporated) which is under common control (as defined in Code
        Section 414(c)) with the Company; any organization (whether or not
        incorporated) which is a member of an affiliated service group (as
        defined in Code Section 414(m)) which includes the Company; and any
        other entity required to be aggregated with the Company pursuant to
        regulations under Code Section 414(o).

2.05    "Authorized Leave of Absence" shall mean that period during which the
        Participant is absent without Compensation and for which the Committee,
        in its sole discretion, has determined him to be on a "Leave of Absence"
        instead of having terminated his Employment. However, such discretion of
        the Committee shall be exercised in a nondiscriminatory manner. In all
        events, a Leave of Absence by reason of service in the armed forces of
        the United States shall end no later than the time at which a
        Participant's re-employment rights as a member of the armed forces cease
        to be protected by law; and a Leave of Absence for any other reason
        shall end after six (6) months, except that if the Participant resumes
        employment with the Employer prior thereto, the Leave of Absence shall
        end on such date of resumption of employment. The date that the Leave of
        Absence ends shall be deemed the Termination Date if the Participant
        does not resume employment with the Employer. In


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        determining a Year of Service for Accrual of Benefits, all such Leaves
        of Absence shall be considered periods when the Employee is a
        Participant.

2.06    "Average Actual Deferral Percentage" shall mean the average, expressed
        as a percentage, of the Actual Deferral Percentages of the Eligible
        Employees. The Average Actual Deferral Percentage of the Eligible
        Employees shall be rounded to the nearest 100th of 1%. If two or more
        plans maintained by the Employer or its Affiliates are treated as one
        plan for purposes of the nondiscrimination requirements of Code Section
        401(a)(4) or the coverage requirements of Code Section 410(b) (other
        than for purposes of the average benefits test), all Elective Deferral
        Contributions that are made pursuant to those plans shall be treated as
        having been made pursuant to one plan.

2.07    "Average Actual Contribution Percentage" shall mean the average,
        expressed as percentage, of the Contribution Percentages of the Eligible
        Employees. The Average Actual Contribution Percentage of the Eligible
        Employees shall be rounded to the nearest 100th of 1%. If two or more
        plans maintained by the Employer or its Affiliates are treated as one
        plan for purposes of the nondiscrimination requirements of Code Section
        401(a)(4) or the coverage requirements of Code Section 410(b) (other
        than for purposes of the average benefits test), all Employer Matching
        Contributions that are made pursuant to those plans shall be treated as
        having been made pursuant to one plan.

2.08    "Beneficiary" shall mean any person, including a contingent beneficiary
        or beneficiaries, designated by a Participant to receive benefits
        payable in the event of the death of a Participant; except that the
        Beneficiary of a Participant who is married shall be the Participant's
        spouse, unless such spouse consents in writing to the Participant's
        designation of a Beneficiary other than such spouse. Such written
        consent must be on a form acceptable to the Committee, delivered to the
        Committee, signed by the consenting spouse and notarized. Such consent
        shall not be required if it is established to the satisfaction of the
        Committee that there is no spouse or the spouse cannot be located. If no
        Beneficiary is designated or a designation is revoked, or if a
        designated Beneficiary shall not survive to receive payments due
        hereunder, all or a part of the Participant's Accounts which have not
        been distributed shall be payable to the surviving spouse of the
        Participant or, if there is not such surviving spouse, to the
        Participant's estate. The foregoing provisions shall not preclude the
        designation of the Beneficiary's estate or other conditional
        Beneficiaries in the event the first designated Beneficiary does not
        survive to receive full payment. A Participant may change his
        Beneficiary at any time by similar written designation. Any designation
        of a Beneficiary shall take effect upon receipt of written notice to the
        Committee.

2.09    "Board" shall mean the Board of Directors of HEICO Corporation.

2.10    "Code" shall mean the Internal Revenue Code of 1986, as it may be
        amended from time to time. A reference to a specific provision of the
        Code shall include such provision and any applicable Treasury Regulation
        pertaining thereto.


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2.11    "Committee" shall mean the Committee appointed by the Board of Directors
        under Article 14 to administer the Plan.

2.12    "Common Stock" shall mean HEICO Corporation Common Stock that meets the
        requirements of Code Section 409(l).

2.13    "Company" shall mean HEICO Corporation or any successor to the HEICO
        Corporation by merger, consolidation, or purchase of substantially all
        of its assets.

2.14    "Compensation" shall mean the total base salary or wages paid by an
        Employer to an Employee during the Plan Year under consideration,
        excluding overtime pay, commissions, bonuses, incentive compensation,
        any amount paid in lieu of vacation days and all other items of
        extraordinary compensation reportable as taxable wages. Compensation
        also includes any elective deferrals under a cash-or-deferred
        arrangement or cafeteria plan that are not includible in gross income by
        reason of Code Section 125 or 402(e)(3), but does not include any other
        amounts contributed pursuant to, or received under, this Plan or any
        other defined contribution plan. Notwithstanding the foregoing, no
        amount may be taken into account as Compensation to the extent that it
        exceeds the maximum amount permitted by Code Section 401(a)(17).

        Notwithstanding the above, effective for Plan Years beginning January 1,
        1998, Compensation shall include any amount which is contributed by an
        Employer pursuant to a salary reduction agreement and which is not
        includible in the gross income of the Employee under Code Sections 125,
        132(f), 402(e), 402(h) or 403(b).

        Notwithstanding the above, the annual Compensation of each participant
        taken into account in determining allocations for any Plan Year
        beginning after December 31, 2001, shall not exceed $200,000, as
        adjusted for cost-of-living increases in accordance with section
        401(a)(17)(B) of the Code. Annual Compensation means Compensation during
        the plan year or such other consecutive 12-month period over which
        compensation is otherwise determined under the plan (the determination
        period). The cost-of-living adjustment in effect for a calendar year
        applies to annual compensation for the determination period that begins
        with or within such calendar year.


2.15    "Contribution Percentage" shall mean the ratio, expressed as a
        percentage, of the sum of the after tax contributions and Employer
        Contributions under the Plan on behalf of an Eligible Employee for the
        Plan Year to the Eligible Employee's Compensation for the Plan Year. The
        Contribution Percentage of each Eligible Employee shall be rounded to
        the nearest 100th of 1% of such Employee's Compensation.

2.16    "Early Retirement Date" shall mean the later of (a) an Employee's 55th
        birthday or (b) the date on which he completes 10 Years of Service.


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2.17    "Elective Deferral Contribution" shall mean any Employer contributions
        made to the Plan at the election of the Participant, in lieu of cash
        compensation, and shall include contributions made pursuant to a salary
        reduction agreement or other deferral mechanism. Elective Deferral
        Contributions shall be in whole percentages only. Elective Deferral
        Contributions shall not include any amount properly distributed as
        excess annual additions.

2.18    "Elective Deferral Contribution Account" shall mean the portion of a
        Participant's Account attributable to Elective Deferral Contributions,
        and the total of the Adjustments that have been credited to or deducted
        from a Participant's Account with respect to Elective Deferral
        Contributions.

2.19    "Eligible Employee" shall mean , except for those Employees identified
        in the following sentence, all Employees employed by an Employer. The
        following Employees shall not be considered Eligible Employees:

        (a)     Any Employee included in a collective bargaining unit for which
                a labor organization is recognized as collective bargaining
                agent unless such Employee has been designated by the Committee
                as an "Eligible Employee" for the purposes of this Plan;

        (b)     Any Employee who is employed by an Affiliate that is not an
                Participating Employer; or

        (c)     Any Employee who is a nonresident alien and who does not receive
                earned income form the Employer that constitutes income from
                sources within the United States.

2.20    "Employee" shall mean any person employed by an Employer, including a
        leased employee within the meaning of Code Section 414(n) and an
        individual who is treated as an employee pursuant to regulations issued
        under Code Section 414(o). An "Employee" also includes any person who
        would be an Employee but who is on an Authorized Leave of Absence.

2.21    "Employer" shall mean the Company and any Affiliate that has been
        approved by the Board to participate in the Plan and which shall have
        taken all action deemed necessary by the Board to participate. All
        references in the Plan to the term "Participating Employer" shall mean
        the Employer and vice versa. All Employers, groups of employees
        designated as participating in the Plan by such Employers (if not all
        employees), and the effective date of a company's designation as an
        Employer shall be specified in Appendix A.

2.22    "Employer Contributions" shall mean Employer Matching Contributions and
        Equity Builder Contributions. All references in the Plan to "Employer
        Account(s)" shall mean the Account(s) to which Employer Contributions
        are allocated thereto.


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2.23    "Employer Matching Contributions" shall have the meaning as defined in
        Section 4.03.

2.24    "Employer Matching Contributions Account" shall mean the portion of a
        Participant's Account attributable to Employer Matching Contributions,
        and the total of the Adjustments that have been credited to or deducted
        from a Participant's Account with respect to Employer Matching
        Contributions.

2.25    "Employment" shall mean the active service of an Employee with the
        Employer or an Affiliate.

2.26    "Entry Date" shall mean the January 1 and July 1 of the Plan Year.

2.27    "ERISA" shall mean Public Law 93-406, the Employee Retirement Income
        Security Act of 1974, as it may be amended from time to time.

2.28    "Equity Builder Contributions" shall mean contributions that are made by
        an Employer on behalf of a Participant that is designated as an Equity
        Builder Contribution, pursuant to Section 4.03(b), and is not take into
        account under the tests described in Article 7.

2.29    "Equity Builder Contributions Account" shall mean the portion of a
        Participant's Account attributable to Equity Builder Contributions, and
        the total of the Adjustment that have been credited to or deducted from
        a Participant's Account with respect to such Equity Builder
        Contributions.

2.30    "Excess Aggregate Contributions" shall mean the amount described in
        Section 7.02(e).

2.31    "Excess Contributions" shall mean the amount described in Section
        7.01(d).

2.32    "Excess Deferral Amount" shall mean the amount described in Section
        4.01(c).

2.33    "Highly Compensated Employee" shall mean, effective for Plan Years
        beginning January 1, 1997:

        (a)     Any Employee who (i) was a five (5) percent owner at any time
                during the Plan Year or the preceding Plan Year, or (ii) for the
                preceding Plan Year received compensation in excess of $80,000
                (adjusted at the same time and in the same manner as under Code
                Section 415(d)).

        (b)     A former Employer if the former Employee separated from service
                from an Employer and all Affiliates (or is deemed to have
                separated from service from the Employer and all Affiliates)
                prior to the determination year, performed no services for an
                Employer during the determination year, and was a highly


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<PAGE>

                compensated active employee during the separation year or any
                determination year ending on or after the date the Employee
                attains age 55.

        (c)     The determination of who is a Highly Compensated Employee
                hereunder, including the determination as to the number and
                identity of employees in the top paid group, and the
                compensation considered shall be made in accordance with the
                provisions of Code Section 414(q) and the regulations issued
                thereunder.

        (e)     For purposes of this Section 2.33, the following terms shall
                have the following meanings:

                (i)     Compensation shall mean all compensation within the
                        meaning of Code Section 414(s), including elective
                        amounts that are not includible in the gross income of
                        the Employee under Code Section 125, 132(f)(4),
                        402(e)(3), 402(h), or 403(b).

                (ii)    5 Percent Owner shall mean any Employee who owns or is
                        deemed to own (within the meaning of Code Section 318),
                        more than five percent (5%) of the value of outstanding
                        stock of the Employer or stock possessing more than five
                        percent (5%) of the total combined voting power of the
                        Employer.

2.34    "Hour of Service" shall mean:

        (a)     Each hour for which an Employee is paid, or entitled to payment,
                for performance of duties for performance of duties for an
                Employer or Employers.

        (b)     Each hour for which an Employee is paid, or entitled to payment,
                by an Employer or Employers, on account of a period of time
                during which no duties are performed (irrespective of whether
                the employment relationship is terminated) due to vacation,
                holiday, illness, incapacity, layoff, jury duty, military duty,
                or leave of absence; provided that in no event, shall an
                Employee receive credit for more than 501 Hours of Service for
                any single continuous period of non-working time.

        (c)     Each hour for which an Employee is absent from work by reason of
                (i) the pregnancy of the Employee, (ii) the birth of a child of
                the Employee, (iii) the placement of a child with the Employee
                in connection with the adoption of the child by the Employee, or
                (iv) the caring for a child referred to in Sections (i) through
                (iii) immediately following birth or placement. Hours credited
                under this Section shall be credited at the rate


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<PAGE>

                of eight (8) hours per day, but shall not, in the aggregate,
                exceed the number of hours required to prevent the Employee from
                incurring a One-Year Break in Service (a maximum of 501 hours)
                during the first computation period in which a One-Year Break in
                Service would otherwise occur; provided, however, that this rule
                shall apply only during the Plan Year in which the absence from
                work begins and the immediately following Plan Year.

        (d)     Each hour for which back pay, irrespective of mitigation of
                damages, is either awarded or agreed to by an Employer or
                Employers. These hours shall be credited to the Employee for the
                computation period or period to which the award or agreement
                pertains, rather than the computation period in which the award,
                agreement, or payment is made.

        (e)     In lieu of the foregoing, an Employee who is not compensated on
                an hourly basis (such as salary and commission employees) shall
                be credited with 45 Hours of Service for each week (or 10 Hours
                of Service for each day) in which such Employee would be
                credited with Hours of Service in hourly pay. However, this
                method of computing Hours of Service may not be used for any
                Employee whose Hours of Service is required to be counted and
                recorded by an federal law, such as the Fair Labor Standards
                act. Any such method must yield an equivalency of at least 1,000
                hours per computation.

        (f)     The following rules shall apply in determining whether an
                Employee completes an "Hour of Service:

                (1)     The same hours shall not be credited under Sections (a)
                        or (b) above, as the case may be, and Sections (c)
                        above.

                (2)     The rules relating to determining hours of service for
                        reasons other than the performance of duties and for
                        crediting hours of service to particular periods of
                        employment shall be those rules stated in Department of
                        Labor regulations Title 29, Chapter XXV, subchapter C,
                        part 2530, Sections 200b-2(b) and 200(b)-2(c),
                        respectively.

2.35    "Investment Fund" shall mean the separate funds under the Trust Fund
        that are distinguished by their investment objectives.

2.36    "Investment Manager" shall mean the term "Investment Manager" as defined
        in section 3(38) of ERISA.


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<PAGE>

2.37    "Non-Highly Compensated Employee" shall mean an Employee of the Employer
        who is not a Highly Compensated Employee.

2.38    "Normal Retirement Age" shall mean the date a Participant attains age
        sixty-five (65).

2.39    "One Year Break in Service" shall mean, with respect to any Employee or
        Participant, any Computation Period during which he is not credited with
        500 Hours of Service.

2.40    "Participant" shall mean an Employee who becomes eligible to participate
        in the Plan as provided in Article 3.

        (a)     For purposes of Article 7, a Participant shall mean any Eligible
                Employee who (i) is eligible to receive an allocation of an
                Employer Matching Contribution, even if no Employer Matching
                Contribution is allocated due to the Eligible Employee's failure
                to make a required Elective Deferral Contribution, (ii) is
                eligible to make an Elective Deferral Contribution, including an
                Eligible Employee whose right to make Elective Deferral
                Contributions has been suspended because of an election not to
                participate or a hardship distribution, and (iii) is unable to
                receive an Employer Matching Contribution or make an Elective
                Deferral Contribution because his Compensation is less than a
                stated amount.

2.41    "PAYSOP Account" shall mean the portion of a Participant's Account
        attributable to contributions formerly made to the Plan under the
        provisions of the Code relating to PAYSOP plans. Effective January 1,
        2002, the PAYSOP Account will merge with and into the Equity Builder
        Account.

2.42    "Plan" shall mean the HEICO Savings and Investment Plan.

2.43    "Plan Year" shall mean the calendar year.


2.44    "Rollover Contributions" shall mean:

        (a)     amounts transferred to this Plan directly from another qualified
                plan;

        (b)     lump sum distributions received by an Employee from another
                qualified plan which are eligible for tax-free rollover
                treatment and which are transferred by the Employee to this Plan
                within sixty (60) days following his receipt thereof;

        (c)     amounts transferred to this Plan from a conduit individual
                retirement account, provided that such account has no assets
                other than assets which were previously distributed to the
                Employee by another qualified plan; and further


                                       9
<PAGE>

                provided that such amounts met the applicable requirements of
                Code section 408(d)(3) for rollover treatment on transfer to the
                conduit individual retirement account; and

        (d)     amounts distributed to an Employee from a conduit individual
                retirement account meeting the requirements of Section (c) above
                which are transferred by the Employee to this Plan within sixty
                (60) days of his receipt from such account.

2.45    "Rollover Contribution Account" shall mean the portion of a
        Participant's Account attributable to Rollover Contributions, and the
        total of the Adjustments which have been credited to or deducted from a
        Participant's Account with respect to Rollover Contributions.

2.46    "Termination of Employment" shall mean a Participant's separation from
        employment by reasons of retirement, death, or termination for any other
        reason. Transfer of employment among Affiliates will not be considered a
        termination of employment with any Employer. Termination of Employment
        will occur for all purposes of the Plan when an Employee is no longer an
        Employee of any Employer or Affiliate.

2.47    "Total and Permanent Disability" or "Disability" shall mean the mental
        or physical incapacity of an Employee that, in the opinion of a licensed
        physician approved by the Committee, renders him or her totally and
        permanently incapable of engaging in any occupation or employment for
        remuneration or profit, except for the purpose of rehabilitation not
        incompatible with a finding of disability. For the purposes of this
        Plan, Disability does not include any incapacity arising from (a)
        chronic or excessive use of intoxicants, drugs or narcotics, (b)
        intentionally self-inflicted injury or self-induced sickness, (c) any
        unlawful act of the Participant, or (d) military service, if the
        Participant is eligible to receive a military disability pension.


2.48    "Trust Agreement" shall mean the agreement and any amendments thereto
        entered into between the Company and the Trustee to establish the Trust
        Fund and specify the duties of the Trustee and the Company.

2.49    "Trust Fund" or "Trust" shall mean the cash and other properties held
        and administered by the Trustee pursuant to the Trust Agreement to carry
        out the provisions of the Plan.

2.50    "Trustee" shall mean the designated trustee acting at any time under the
        Trust Agreement.

2.51    "Qualified" as used in "qualified plan" or "qualified trust" shall mean
        a plan and trust which are entitled to the tax benefits provided
        respectively by Code Sections 401 and 501 and by related provisions of
        the Code.

2.52    "Valuation Date" shall mean the last day of each calendar quarter and
        any other date as of


                                       10
<PAGE>

        which the value of Plan assets is determined.

2.53    "Year of Service" shall mean any Computation Period during which an
        Employee is credited with at least 1,000 Hours of Service.

        (a)     For purposes of applying the vesting rules a Year of Service
                shall mean any Computation Period a Participant is credited with
                1,000 Hours of Service with an Employer or Affiliate. An
                Employee will receive credit for a Year of Service as of the end
                of the Computation Period if the Employee completes the required
                Hours of Service during such period, even if the Employee is not
                employed for the entire period.

        (b)     The term "Computation Period" for purpose of this Section 2.53
                shall mean the 12-month period commencing on the date an
                Employee is first credited with an Hour of Service and each
                subsequent 12-month period commencing on the anniversary of such
                date.

        (c)     In the case of a Participant who has five (5) consecutive One
                Year Breaks in Service, all Years of Service after such period
                of break will be disregarded for the purpose of vesting in the
                portion of the Participant's Employer Accounts that was credited
                before such period of break.

        (d)     If a Participant has five (5) consecutive One Year Breaks in
                Service and had no vested interest in his Employer Accounts
                prior to the period of break, all Years of Service credited
                before the period of break shall be permanently disregarded for
                all purposes under the Plan.


                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

3.01    Participation in the Plan

        (a)     An Eligible Employee shall become a Participant in (and
                thereupon be permitted to make Elective Deferral Contributions)
                the Plan on the Entry Date coincident with or next following the
                later of (i) the date the Employee is credited with One Hour of
                Service, or (ii) the date the Employee becomes an Eligible
                Employee, if he was not an Eligible Employee.

        (b)     Prior to becoming a Participant, each Eligible Employee shall be
                provided an opportunity to designate the percentage of his
                Compensation to be contributed to the Plan under Section 4.01.
                Any such designation shall become effective as of the date such
                Employee becomes a Participant in accordance with Section
                3.01(a)


                                       11
<PAGE>

                above, provided the designation is made in the manner authorized
                by the Plan Administrator.

        (c)     A Participant who has a Termination Date or who ceases to be an
                Eligible Employee but does not have a Termination Date, then
                such Participant shall continue to be known as a "Participant",
                but shall not be eligible to make Elective Deferral
                Contributions and shall not be eligible to receive Employer
                Contributions.

        (d)     If an Employee's termination of Employment occurs after becoming
                a Participant and having a vested balance in his Account, such
                Employee shall become a Participant again on his date of rehire.

3.02    Rollover Contributions

        An Eligible Employee who has not otherwise become a Participant may make
        a Rollover Contribution to the Plan before he is otherwise eligible to
        Participate in the Plan. Such an Employee becomes a Participant if he
        makes a Rollover Contribution. However, until his Entry Date, such an
        Employee will not be eligible to make Elective Deferral Contributions or
        receive an allocation of Employer Contributions.

3.04    Acquisitions

        If a group of persons becomes employed by an Employer (or any of its
        subsidiaries or divisions) as a result of an acquisition of another
        employer, the Committee shall determine the applicable Entry Date or
        special entry date for such acquired employees, and any other terms and
        conditions which apply to participation in this Plan. Except to the
        extent required by law or provided for by the Committee, employees of an
        acquired business shall be treated as having first accrued an Hour of
        Service as of the date of the Employer's acquisition of such business.

                                   ARTICLE 4
                                 CONTRIBUTIONS

4.01    Elective Deferral Contributions

        (a)     Each Employer shall contribute to the Trust, on behalf of each
                Participant, Elective Deferral Contributions as specified in a
                salary reduction agreement between the Participant and such
                Employer; provided, however, that such contribution for a
                Participant shall not exceed the lesser of (i) $10,500 (as
                adjusted in the manner described in Code Section 402(g)(5) for
                the calendar year (including any other elective deferrals within
                the meaning of Code Section 402(g)(3) in the case of all


                                       12
<PAGE>

                other plans, contracts, or arrangements of the Employer)) with
                respect to any calendar year, or (ii) 15% of the Participant's
                Compensation for such Plan Year.

        (b)     Notwithstanding any other provision of the Plan, Excess Deferral
                Amounts and income allocable thereto shall be distributed no
                later than the April 15th immediately following the end of the
                applicable Plan Year. A distribution pursuant to this Section
                4.01(b) of Excess Deferral Amounts and income, gains and losses
                allocable thereto shall be made without regard to any consent
                otherwise required under Section 10.01(c) or any other provision
                of the Plan. A distribution pursuant to Section 4.01(b) of
                Excess Deferral Amounts and income, gains and losses allocable
                thereto shall not be treated as a distribution for purposes of
                determining whether a distribution required by Section 10.06 is
                satisfied. Any distribution under this Section 4.01(b) of less
                than the entire Excess Deferral Amount and income, gains and
                losses allocable thereto shall be treated as a pro rata
                distribution of Excess Deferral Amounts and income, gains and
                losses allocable thereto. In no case may an Employee receive
                from the Plan as a corrective distribution for a taxable year
                under Section 4.01(b) an amount in excess of the individual's
                total Elective Deferral Contributions under the Plan for the
                taxable year.

        (c)     "Excess Deferral Amount" shall mean those Elective Deferral
                Contributions that are includable in a Participant's gross
                income under Code Section 402(g) to the extent such
                Participant's Elective Deferral Contributions for a taxable year
                exceed the dollar limitation under Code Section 402(g). If an
                Excess Deferral Amount is not distributed by the first April 15
                following the close of the Participant's taxable year, such
                amount shall be treated as an annual addition under the Plan.

        (d)     The Participant's notice made pursuant to Section 4.01(b) shall
                be in writing; shall be submitted to the Committee no later than
                March 1 with respect to the preceding calendar year; shall
                specify the Participant's Excess Deferral Amount for the
                preceding calendar year; and shall be accompanied by the
                Participant's written statement that if such amounts are not
                distributed, such Excess Deferral Amount, when added to amounts
                deferred under other plans or arrangements described in Code
                Sections 401(k), 408(k), or 403(b), exceeds the limit imposed on
                the Participant by Code Section 402(g) for the calendar year in
                which the deferral occurred. A Participant is deemed to notify
                the Committee of any Excess Deferral Amount that arises by
                taking into account only those Elective Deferral Contributions
                made to this Plan and any other plans of this Employer or an
                Affiliate.

        (e)     The Excess Deferral Amount shall be adjusted for income or loss.
                The income or loss allocable to the Excess Deferral Amount is
                equal to the allocable income or loss for the taxable year of
                the individual as follows:


                                       13
<PAGE>

                The income or loss allocable to the Excess Deferral Amount for
                the taxable year of the individual is equal to the income or
                loss for the taxable year of the individual allocable to the
                Participant's Elective Deferral Contributions multiplied by a
                fraction, the numerator of which is such Participant's Excess
                Deferral Amount for the taxable year, and the denominator of
                which is equal to the sum of the Participant's Elective Deferral
                Account as of the beginning of the taxable year, plus the
                Participant's Elective Deferral Contributions for the taxable
                year.

        (f)     The Excess Deferral Amount, which may be distributed under
                Section 4.01(b) with respect to an Employee for a taxable year,
                shall be reduced by any Excess Contributions previously
                distributed with respect to such Employee for the Plan Year
                beginning with or within such taxable year. In the event of a
                reduction under this Section 4.01(f), the amount of Excess
                Contributions included in the gross income of the Employee and
                reported by the Employer as a distribution of Excess
                Contributions shall be reduced by the amount of the reduction
                under this Section 4.01(f).

4.02    Elections Regarding Elective Deferral Contributions

        (a)     A Participant may elect to change his Elective Deferral
                Contribution amount as often as four times a year by filing a
                completed election form with the Committee. Any change a
                Participant makes will be effective as of March 31, June 30,
                September 30 or December 31 provided that the Participant files
                his election form at least 15 days before such March 31, June
                30, September 30 or December 31.

        (b)     A Participant may suspend further Elective Deferral
                Contributions to the Plan at any time, provided the request for
                such suspension is received by the Committee at least 15 days
                from the first pay period for which the suspension applies. Any
                Participant who suspends further Elective Deferral Contributions
                may reinstate such Elective Deferral Contributions at the
                beginning of the next calendar quarter by providing notice to
                the Committee at least 15 days prior to the beginning of the
                calendar quarter to which the reinstatement will apply.

4.03    Employer Contributions

        (a)     Employer Matching Contributions. Each Employer shall contribute
                Employer Matching Contributions as provided for in this Section
                4.03(a). Employer Matching Contributions will be made at the end
                of each calendar quarter on behalf of any Participant for whom
                an Employer makes Elective Deferral Contributions. A
                Participant's Employer Matching Contributions is a percentage of
                his Elective Deferral Contributions, as fixed by the Board of
                Directors from time to time at its sole discretion. The Employer
                Matching Contribution percentage may vary (a) among Participants
                employed by different Employers; or (b) with the Participant's


                                       14
<PAGE>

                rate of deferral, but must be uniform for Participants with
                equal rates of Elective Deferral Contributions and may not
                increase as the rate of Elective Deferral Contributions
                increases.

        (b)     Equity Builder Contributions. Each Employer may contribute
                Equity Builder Contributions as provided for in this Section
                4.03(b). Each Participant's share of Equity Builder
                Contributions for a Plan Year is determined by multiplying (a)
                the total Equity Builder Contributions to be allocated among all
                Participants' Accounts by (b) the Participant's Compensation for
                the Plan Year and dividing the result by (c) the Compensation
                paid for the Plan Year to all Participants eligible for an
                allocation. Only Compensation paid by Employers on account of
                service while a Participant is taken into account. A
                Participant's share of Equity Builder Contributions shall be in
                an amount as fixed by the Board of Directors from time to time
                at its sole discretion.

        (c)     Eligibility to Receive Employer Matching Contributions and
                Equity Builder Contributions. Employer Matching Contributions
                and Equity Builder Contributions, if any, shall be allocated to
                the Employer Accounts of Participants based on the following:

                (1)     Employer Matching Contributions shall be allocated among
                        and credited to the Employer Matching Contributions
                        Account of Participants who are credited with 1,000
                        Hours of Service during the Plan Year with an Employer
                        or who had a termination of employment during the Plan
                        Year because of death, Disability or the attainment of
                        Normal Retirement Age.

                (2)     Equity Builder Contributions shall be allocated among
                        and credited to the Equity Builder Contributions Account
                        of Participants who are credited with 1,000 Hours of
                        Service during the Plan Year with an Employer and is
                        employed on the last day of such Plan Year.

4.04    After-Tax Contributions.

        Participants shall not be permitted to make after-tax contributions to
        the Plan.

4.05    Rollover Contributions

        An Eligible Employee may make a Rollover Contribution to this Plan,
        provided, however, that the trust from which the funds are to be
        transferred must permit the transfer to be made, and provided, further,
        the Committee consents to such transfer and is reasonably satisfied that
        such transfer will not jeopardize the tax exempt status of this Plan or
        Trust. Rollover Contributions shall be made by delivery to the Trustee
        for deposit in the Trust. All Rollover Contributions must be in cash or
        property satisfactory to the Trustee, whose decision in this


                                       15
<PAGE>

        regard shall be final. The Trustee will not accept rollovers of
        accumulated deductible employee contributions from a simplified employee
        pension plan. Upon approval by the Committee and the Trustee, the amount
        transferred shall be deposited in the Trust and shall be credited to the
        Participant's Rollover Account. A Rollover Contribution will not be
        matched by Employer Contributions, and is not subject to the
        restrictions provided in Section 4.01 or the limitations described in
        Article 5 and Article 7.

4.06    Form and Timing of Contributions

        (a)     Elective Deferral Contributions shall be deducted by the
                Employer from the Participant's Compensation and paid to the
                Trustee as promptly as possible after the end of each regular
                pay period but in no event later than 15 days after the end of
                the month in which such Elective Deferral Contributions are
                retained by the Employer.

        (b)     All Employer Contributions for the purpose of paying or
                prepaying principal, interest or fees on Plan Indebtedness
                related to Financed Stock, as defined in Article 12, must be
                made in cash. All other Employer Contributions may be made in
                cash, Company Stock or other property, in the contributing
                Employer's discretion. All Employer Contributions, whether in
                cash, Company Stock, or other property, are contingent upon
                acceptance by the Trustee and a determination that the
                contributions will not jeopardize the qualified status of this
                Plan.

        (c)     All Employer Contributions shall be paid to the Trustee on or
                before the time required by law for filing the Employer's
                federal income tax return (including extensions) for its taxable
                year in or with which the Plan Year with respect to which the
                contribution is made ends.

4.07    Nondeductible contributions and contributions made by mistake of fact

        Any contribution or portion of a contribution to the Plan that (a) is
        determined to be nondeductible under Code Section 404 or (b) is made as
        a result of a mistake of fact may be reclaimed by the appropriate
        Employer within one year after the date of the disallowance of the
        deduction or the making of the mistaken contribution.

4.08    Forfeitures.

        (a)     As of each December 31st any amounts, which became Forfeitures
                since the last December 31st shall first be made available to
                reinstate previously forfeited Account balances of Participants,
                if any, in accordance with Section 8.03. The remaining
                Forfeitures, if any, may be used to pay administrative expenses
                of the Plan and the remainder, if any, may be used to reduce
                Employer Matching Contributions and/or Equity Builder
                Contributions that Employers would otherwise make on behalf of
                their Participants in the next Plan Year and each succeeding
                Plan Year.


                                       16
<PAGE>

        (b)     The term "Forfeiture" shall mean the amount of a Participant's
                nonvested Account balance which is forfeited as provided for in
                Article 8, or any excess Employer Matching Contributions
                forfeited in accordance with Article 7. The portion of a
                Participant's Accounts that are not distributable to him by
                reason of the provisions Article 7 or Article 8 shall be
                credited to a Forfeiture Account. The value of the Forfeiture
                Account shall be the market value as determined on each
                Valuation Date.

4.09    Investment Funds

        The Trustee will establish a Company Stock Fund for the investment of
        Plan assets in Common Stock. The Committee may direct the Trustee to
        establish other Investment Funds within the Trust and to permit
        Participants to direct the allocation of their Account balances among
        these Investment Funds in accordance with rules prescribed by the
        Committee. The Committee may alter the available Investment Funds or the
        procedures for allocating Account balances among them at any time.

4.10    Investment of Contributions

        Contributions made by a Participant pursuant to Sections 4.01 and 4.05
        shall be remitted to the Trustee for investment in the Investment Fund
        selected by each Participant in accordance with rules prescribed by the
        Committee. Such contributions shall not be invested in the Company Stock
        Fund. Contributions, other than Elective Deferral Contributions, made by
        the Employer on behalf of a Participant shall be invested in the Company
        Stock Fund.

                                   ARTICLE 5
                                MAXIMUM BENEFITS

5.01    Limitation on Annual Additions

        (a)     Notwithstanding any other provisions of the Plan, for Plan Years
                beginning January 1, 1998, the sum of the Annual Additions to a
                Participant's Accounts, when combined with Annual Additions to
                the Participant's account under all other qualified plans
                maintained by the Employer, for any Plan Year shall not exceed
                the lesser of $30,000, or 25% of such Participant's compensation
                (as such term is defined in Code Section 415(c)(3)). The term
                Annual Additions to a Participant's Accounts for any Plan Year
                means the sum of:

                (1)     such Participant's allocable share of the Employer
                        Contributions for the Plan Year;

                (2)     such Participant's Elective Deferral Contributions for
                        the Plan Year;


                                       17
<PAGE>

                (3)     forfeitures allocated to such Participant's account; and

                (4)     amounts described in Code Sections 415(l)(1) and
                        419A(d)(2).

                The 25% limitation shall not apply to (i) any contribution for
                medical benefits (within the meaning of Code Section 419A(f)(2))
                after separation from service which is otherwise treated as an
                Annual Addition, (ii) any amount otherwise treated as an Annual
                Addition under Code Section 415(l)(1), or (iii) any amount
                treated as a Rollover Contribution. Elective Deferral
                Contributions, and Employer Contributions do not fail to be
                Annual Additions merely because such contributions are Excess
                Deferral Amounts, Excess Contributions or Excess Aggregate
                Contributions or merely because such Excess Deferral Amounts,
                Excess Contributions and Excess Aggregate Contributions are
                corrected through distribution.

        (b)     If it is determined that, but for the limitations contained in
                Section (a) of this Section 5.01, the Annual Additions to a
                Participant's Accounts for any Plan Year would be in excess of
                the limitations contained herein, such Annual Additions shall be
                reduced to the extent necessary to bring such Annual Additions
                within the limitations contained in Section (a) of this Section
                5.01 in the following order:

                (1)     First, if the Participant's Annual Additions exceed the
                        maximum permissible amount as a result of (i) a
                        reasonable error in estimating the Participant's
                        Compensation, (ii) a reasonable error in estimating the
                        amount of Elective Deferral Contributions that the
                        Participant could make under Code Section 415, or (iii)
                        other facts and circumstances that the Internal Revenue
                        finds justifiable, the Committee may direct the Trustee
                        to return to the Participant his Elective Deferral
                        Contributions for such Plan year to the extent necessary
                        to reduce the excess amount. Such returned Elective
                        Deferral Contributions shall be ignored in performing
                        the discrimination tests of Article 7.

                (2)     Second, any excess annual additions still remaining
                        after the return of Elective Deferral Contributions
                        shall be reallocated as determined by the Committee
                        among the Participants whose Accounts have not exceeded
                        the limit in the same proportion that the Compensation
                        of each such Participant bears to the Compensation of
                        all such Participants. If such reallocation would result
                        in an addition to another Participant's Account, which
                        exceeds the permitted limit, that excess shall likewise
                        be reallocated among the Participants, whose Accounts do
                        not exceed the limit. However, if the allocation or
                        reallocation of the excess amounts pursuant to these
                        provisions causes the limitations of Code Section 415


                                       18
<PAGE>

                        to be exceeded with respect to each Participant for the
                        limitation year, then any such excess shall be held
                        unallocated in a 415 Suspense Account. If the 415
                        Suspense Account is in existence at any time during the
                        limitation year, other than the limitation year
                        described in the preceding sentence, all amounts in the
                        415 Suspense Account shall be allocated and reallocated
                        to Participant's Accounts (subject to the limitations of
                        Code Section 415) before any Contributions which would
                        constitute annual additions may be made to the Plan for
                        that limitation year.

                (3)     If a Participant is covered under another qualified
                        defined contribution plan maintained by an Employer
                        during any limitation year, the annual additions which
                        may be credited to a Participant's Account under this
                        Plan for any such limitation year shall not exceed the
                        maximum permissible amount reduced by the annual
                        additions credited to a Participant's account under all
                        such plans for the same limitation year. If a
                        Participant's annual additions under this Plan and such
                        other plans would result in an excess amount for a
                        limitation year, the excess amount will be deemed to
                        consist of the annual additions last allocated (and for
                        this purpose, Employer Contributions shall be deemed to
                        be allocated after Elective Deferral Contributions). In
                        an excess amount is allocated to a Participant on an
                        allocation date of this Plan which coincides with an
                        allocation date of another plan, the excess amount
                        attributed to this Plan will be the product of

                        (a)     The total excess amount as of such date, times

                        (b)     The ratio of (i) the annual additions allocated
                                to the Participant for the limitation year as of
                                such date under this Plan to (ii) the total
                                annual additions allocated to the Participant
                                for the limitation year as of such date under
                                this Plan and all the qualified defined
                                contribution plans maintained by the Employer.

                        Any excess amount attributed to this Plan will be
                        disposed in the manner described in this Section 5.01.

        (c)     Effective for Plan Years beginning prior to January 1, 2000, if
                the Employer maintains, or at any time maintained, a qualified
                defined benefit plan covering any Participant in this Plan, the
                sum of the Participant's defined benefit fraction and defined
                contribution fraction will not exceed 1.0 in any limitation
                year. The Annual Additions which may be credited to the
                Participant's Account under this Plan for any limitation year
                are limited as follows: if the Participant's defined benefit
                fraction and defined contribution fraction would otherwise
                exceed 1.0, the


                                       19
<PAGE>

                Participant's accruals under the defined benefit plan will be
                reduced to the extent necessary to prevent such combined
                fraction from exceeding 1.0 before any Annual Additions to this
                Plan or any other defined contribution plan maintained by
                Employer or its Affiliates are reduced.

                (3)     The term "defined benefit fraction" means a fraction,
                        the numerator of which is the sum of the Participant's
                        projected annual benefits under all the defined benefit
                        plans (whether or not terminated) maintained by the
                        Employer or its Affiliates, and the denominator of which
                        is the lesser of 125% of the dollar limitation
                        determined for the limitation year under Code Sections
                        415(b) and (d) or 140% of the highest average
                        compensation, including any adjustments under Code
                        Section 415(b).

                (4)     The term "defined contribution fraction" means a
                        fraction, the numerator of which is the sum of the
                        annual additions to the Participant's account under all
                        the defined contribution plans (whether or not
                        terminated) maintained by the Employer for the current
                        and all prior limitation years (including the annual
                        additions attributable to the Participant's
                        nondeductible employee contributions to all defined
                        benefit plans, whether or not terminated, maintained by
                        the Employer, and the annual additions attributable to
                        all welfare benefit funds, as defined in Code Section
                        419(e), individual medical accounts, as defined in Code
                        Section 415(l)(2), maintained by the Employer and
                        simplified employee pensions maintained by the
                        Employer), and the denominator of which is the sum of
                        the maximum aggregate amounts for the current and all
                        prior limitation years of service with the Employer
                        (regardless of whether a defined contribution plan was
                        maintained by the Employer). The maximum aggregate
                        amount in any limitation year is the lesser of 125% of
                        the dollar limitation determined under Code Sections
                        415(b) and (d) in effect under Code Section 415(c)(1)(A)
                        or 35% of the Participant's compensation for such year.

        (d)     For purposes of this Article, Employer shall mean the employer
                that adopts this Plan, and all members of a controlled group of
                corporations (as defined in Code Section 414(b) as modified by
                Code Section 415(h)), all commonly controlled trades or
                businesses (as defined in Code Section 414(c) as modified by
                Code section 415(h), or affiliated service groups (as defined in
                Code Section 414(m)) of which the adopting Employer is a part,
                and any other entity required to be aggregated with the Employer
                pursuant to regulations under Code Section 414(o).


                                       20
<PAGE>

5.02    Increase in Limitations on Annual Additions

        Notwithstanding anything contained in Section 5.01 to the contrary,
        effective for Plan Years beginning January 1, 2002, the Annual Addition
        that may be contributed or allocated to a Participant's Account under
        the Plan for any limitation year shall not exceed the lesser of:

        (a)     $40,000, as adjusted for increases in the cost-of-living under
                Code Section 415(d), or

        (b)     100 percent of the Participant's compensation, within the
                meaning of Code section 415(c)(3), for the limitation year. The
                compensation limit referred to in (b) shall not apply to any
                contribution for medical benefits after separation from service
                (within the meaning of Code Section 401(h) or 419(f)(2)) that is
                otherwise treated as an Annual Addition.



                                    ARTICLE 6
                            ACCOUNTS AND ALLOCATIONS

6.01    Participant Accounts

        (a)     A separate Account shall be maintained for each Participant, or
                Beneficiary, so long as he has an interest in the Trust Fund.

        (b)     Sub-Accounts. Each Account shall be divided (as appropriate)
                into the following parts and sub-parts:

                (1)     The Elective Deferral Contributions Account, which shall
                        reflect Elective Deferral Contributions contributed to
                        this Plan and any Adjustments thereto.

                (2)     The Matching Contributions Account, which shall reflect
                        Matching Contributions contributed to this Plan and any
                        Adjustments thereto.

                (3)     The Equity Builder Contributions Account, which shall
                        reflect Equity Builder Contributions contributed to this
                        Plan and any Adjustments thereto.

                (4)     The Prior Employer Account, as defined in Appendix B,
                        which shall reflect assets transferred to this Plan
                        directly from a trustee of another Qualified plan to the
                        Trustee of this Plan (and Adjustments thereto).


                                       21
<PAGE>

                (5)     The Rollover Account, which shall reflect the value of
                        all investments derived from the Participant's Rollover
                        Contributions under this Plan and any Adjustments
                        thereto.

        In addition, the Committee may divide such sub-accounts into such
        additional sub-portions as the Committee deems to be necessary or
        advisable under the circumstances or to establish other accounts or
        sub-accounts as needed.

6.02    Value of Account as of Valuation Date

        As of each Valuation Date, each Participant's Account shall equal:

        (1)     His total Account as determined on the immediately preceding
                Valuation Date, plus

        (2)     His Elective Deferral Contributions added to his Account since
                the immediately preceding Valuation Date, plus

        (3)     His Employer Contributions added to his Account since the
                immediately preceding Valuation Date, plus

        (4)     His Rollover Contributions which were added to his Account since
                the immediately preceding Valuation Date, minus

        (5)     His Distributions, if any, since the immediately preceding
                Valuation Date, plus or minus

        (6)     His allocable share of Adjustments.

6.03    Allocation of Adjustments

        On each Valuation Date during the Plan Year (and prior to the allocation
        of Employer Contributions), the Committee shall establish new Account
        balances that shall reflect each Account's Adjustment since the
        preceding Valuation Date. In determining such new Account balances, the
        Committee shall (i) credit the portion of each Participant's Account
        invested in each of the Investment Funds with interest in a manner
        consistent with the method used to credit interest by the institution in
        which the Investment Funds are invested or (ii) adjust the portion of
        each Participant's Account based on the actual investment return
        experience by the applicable fund. For purpose of such Adjustment, all
        assets of the Trust Fund shall be valued at their fair market value as
        of each Valuation Date.


                                       22
<PAGE>

                                    ARTICLE 7
                          SPECIAL DISCRIMINATION RULES

7.01    Average Actual Deferral Percentage Limitation

        (a)     The Average Actual Deferral Percentage for Eligible Employees
                who are Highly Compensated Employees may not exceed the greater
                of:

                (1)     the Average Actual Deferral Percentage for all Eligible
                        Employees who are Non-Highly Compensated Employees for
                        the prior Plan Year multiplied by 1.25, or

                (2)     the Average Actual Deferral Percentage for all Eligible
                        Employees who are Non-Highly Compensated Employees for
                        the prior Plan Year multiplied by two, but not more than
                        two percentage points in excess of the Average Actual
                        Deferral Percentage of Eligible Employees who are
                        Non-Highly Compensated Employees.

                This method of testing is referred to as the "Prior Year Testing
                Method," and is effective for Plan Years beginning after 1996,
                unless otherwise specifically provided in the Plan.

                If any Highly Compensated Employee is eligible to make Elective
                Deferral Contributions or to receive Matching Contributions, the
                disparities between the Average Actual Deferral Percentages of
                the respective groups shall be reduced as described in Section
                7.03.

        (b)     Should neither limitation (1) nor (2) in Section 7.01(a) be met
                with respect to a Plan Year, the Committee, subject to
                applicable law and regulations, shall:

                (1)     Cause Excess Contributions and income allocable thereto
                        to be distributed in accordance with Section 7.01(d) no
                        later than 2 1/2 months following the end of any Plan
                        Year to Participants on whose behalf such Excess
                        Contributions were made for the preceding Plan Year.

                A distribution of Excess Contributions and income, gains and
                losses allocable thereto shall be made without regard to any
                consent otherwise required under Section 10.01(c) or any other
                provision of the Plan. A distribution pursuant to Section
                7.01(b)(1) of Excess Contributions and income, gains and losses
                allocable thereto shall not be treated as a distribution for
                purposes of determining whether the distribution required by
                Section 10.06 is satisfied. Any distribution under Section
                7.01(b)(1) of less than the entire Excess Contribution


                                       23
<PAGE>

                and income, gains and losses allocable thereto shall be treated
                as a pro rata distribution of Excess Contributions and income,
                gains and losses allocable thereto. In no event shall Excess
                Contributions for a Plan Year remain unallocated or be allocated
                to a suspense account for allocation to one or more employees in
                any future Plan Year.

        (c)     The Actual Deferral Percentage for any Eligible Employee who is
                a Highly Compensated Employee for the Plan Year and who is
                eligible to have Elective Deferral Contributions allocated to
                his account under two or more plans or arrangements described in
                Code Section 401(k) that are maintained by the Employer or an
                Affiliate shall be determined as if all such Elective Deferral
                Contributions were made under a single arrangement.

        (d)     Elective Deferral Contributions exceeding the limitations of
                Section 7.01 (a) ("Excess Contributions") and any income or loss
                allocable to such Excess Contribution shall be designated by the
                Committee as Excess Contributions and shall be distributed to
                Highly Compensated Employees whose Accounts were credited with
                Excess Contributions in the preceding Plan Year to determine the
                aggregate amount of Excess Contributions to be distributed, the
                Committee shall first determine the aggregate dollar amount of
                the distribution as follows:

                (1)     Determine the dollar amount by which the Elective
                        Deferral Contributions of the Highly Compensated
                        Employee(s) with the highest ADP must be reduced to
                        equal the second highest ADP(s) under the Plan; then

                (2)     Determine the dollar amount by which the Elective
                        Deferral Contributions for the two (or more) Highly
                        Compensated Employees with the highest ADP(s) under the
                        Plan must be reduced to equal the third highest ADP(s)
                        under the Plan; then

                (3)     Repeat the steps described in (1) and (2) above with
                        respect to the third and successive highest ADP levels
                        under the Plan until the Average Actual Deferral
                        Percentage does not exceed the amount allowable under
                        Section 7.01(a); then

                (4)     Add the dollar amounts determined in each of steps (1),
                        (2), and (3) above.

        The aggregate dollar amount of Excess Contributions determined under
        steps (1) through (4) above shall be distributed as follows:

                (1)     First to those Highly Compensated Employee(s) with the
                        highest amount of Elective Deferral Contributions until
                        each such Employee's


                                       24
<PAGE>

                        Elective Deferral Contributions equals the second
                        highest Elective Deferral Contributions under the Plan;

                (2)     Second, to the two (or more) Highly Compensated
                        Employees with the next highest dollar amount of
                        Elective Deferral Contributions under the Plan, until
                        each such Participant's Elective Deferral Contributions
                        equals the third highest amount of Elective Deferral
                        Contributions under the Plan; and

                (3)     Third, the steps described in (1) and (2) above shall be
                        repeated with respect to the third and successive Highly
                        Compensated Employees with the highest amount of
                        Elective Deferral Contributions until all Excess
                        Contributions have been distributed.

        (e)     The income, gains and losses allocable to distributed Excess
                Contributions for purposes of Section 4.01(b) is equal to the
                sum of the allocable gain or loss for the Plan Year described in
                Section (e)(1) below, and the allocable gain or loss for the
                period between the end of the Plan Year and the date of
                distribution described in Section (e)(2) below.

                (1)     The gain or loss allocable to distributed Excess
                        Contributions for the Plan Year is determined by
                        multiplying the income for the Plan Year allocable to
                        Elective Deferral Contributions by a fraction. The
                        numerator of the fraction is the Excess Contribution
                        distributed to the Employee for the Plan Year. The
                        denominator of the fraction is the total Account Balance
                        of the Employee attributable to Elective Deferral
                        Contributions as of the end of the Plan Year, reduced by
                        the gain allocable to such total amount for the Plan
                        Year and increased by the loss allocable to such total
                        amount for the Plan Year.

                (2)     The gain or loss allocable to Excess Contributions for
                        the period between the end of the Plan Year and the
                        distribution date is equal to 10% of the income
                        allocable to Excess Contributions for the Plan Year (as
                        calculated under Section (e)(1) above) multiplied by the
                        number of calendar months that have elapsed since the
                        end of the Plan Year. For purposes of determining the
                        number of calendar months that have elapsed, a
                        distribution occurring on or before the 15th day of the
                        month will be treated as having been made on the last
                        day of the preceding month, and a distribution occurring
                        after such 15th day will be treated as having been made
                        on the first day of the next month.

        (f)     Coordination of Excess Contributions with Distribution of Excess
                Deferrals.


                                       25
<PAGE>

                The determination of the amount of aggregate Excess
                Contributions to be distributed under Section 4.01(b) with
                respect to an Employee for a taxable year shall be reduced by
                any Excess Contributions previously distributed with respect to
                such Employee for the Plan Year beginning with or within such
                taxable year.

        (g)     To the extent administratively possible, the Committee shall
                distribute all Excess Contributions and any income or loss
                allocable thereto prior to 2 1/2 months following the end of the
                Plan Year in which the Excess Contributions arose. In any event,
                however, the Excess Contributions and any income or loss
                allocable thereto shall be distributed prior to the end of the
                Plan Year following the Plan Year in which the Excess
                Contributions arose.

        (h)     Notwithstanding anything contained herein to the contrary,
                effective for Plan Years beginning January 1, 2000, the Employer
                may, in determining whether the Plan satisfies Section 7.01,
                exclude from consideration all Eligible Employees (other than
                Highly Compensated Employees) who have not attained age 21 and
                is credited with one Year of Service, as described in Code
                Section 410(a)(1)(A).

7.02    Average Contribution Percentage Limitation

        (a)     The Average Contribution Percentage for Eligible Employees who
                are Highly Compensated Employees may not exceed the greater of:

                (1)     the Average Contribution Percentage for all Eligible
                        Employees who are Non-Highly Compensated Employees for
                        the prior Plan Year multiplied by 1.25, or

                (2)     the Average Contribution Percentage for all Eligible
                        Employees who are Non-Highly Compensated Employees for
                        the prior Plan Year multiplied by two, but not more than
                        two percentage points in excess of the Average
                        Contribution Percentage for Eligible Employees who are
                        Non-Highly Compensated Employees.

                This method of testing is referred to as the "Prior Year Testing
                Method," and is effective for Plan Years beginning after 1996,
                unless otherwise specifically provided in the Plan.

                If any Highly Compensated Employee is eligible to make Elective
                Deferral Contributions and to receive Employer Matching
                Contributions, the disparities between the Average Contribution
                Percentages of the respective groups will be reduced in
                accordance with Section 7.03.


                                       26
<PAGE>

        (b)     The Contribution Percentage for any Eligible Employee who is a
                Highly Compensated Employee for the Plan Year and who is
                eligible to receive Employer Matching Contributions allocated to
                his account under two or more plans to which contributions to
                which Code Section 401(m) applies that are maintained by the
                Employer or an Affiliate shall be determined as if all such
                Employer Matching Contributions were made under a single plan
                for purposes of this Section 7.02.

        (c)     In the event this Plan satisfies the requirements of Code
                Section 410(b) only if aggregated with one or more other plans,
                or if one or more other plans satisfy the requirements of Code
                Section 410(b) only if aggregated with this Plan, then this
                Section 7.02 shall be applied by determining the Contribution
                Percentage of Eligible Employees as if all such plans were a
                single plan.

        (d)     Excess Aggregate Contributions and income allocable thereto
                shall be forfeited, if otherwise forfeitable under the terms of
                this Plan, or if not forfeitable, shall be distributed no later
                than 2 1/2months after the first day of each Plan Year as set
                forth below. A distribution of Excess Aggregate Contributions
                and income, gains and losses allocable thereto shall be made
                without regard to any consent otherwise required under Section
                10.01(c) or any other provision of the Plan. A distribution
                pursuant to this Section 7.02(d) of Excess Aggregate
                Contributions and income, gains and losses allocable thereto
                shall not be treated as a distribution for purposes of
                determining whether the distribution required by Section 10.09
                is satisfied.

        (e)     For purposes of this Plan, "Excess Aggregate Contributions"
                shall mean, with respect to a Plan Year, the excess of the
                aggregate amount of the Employer contributions actually made on
                behalf of Highly Compensated Employees for such Plan Year, over
                the maximum amount of such contributions permitted under the
                limitations of Section 7.02(a). To determine the aggregate
                amount of Excess Aggregate Contributions to be distributed, the
                Committee shall first determine the aggregate dollar amount of
                the distribution as follows:

                (1)     Determine the dollar amount by which the Excess
                        Aggregate Contributions of the Highly Compensated
                        Employee(s) with the highest Contribution Percentage
                        must be reduced to equal the second highest Contribution
                        Percentage (s) under the Plan; then

                (2)     Determine the dollar amount by which the Excess
                        Aggregate Contributions for the two (or more) Highly
                        Compensated Employees with the highest Contribution
                        Percentage (s) under the Plan must be reduced to equal
                        the third highest Contribution Percentage (s) under the
                        Plan; then

                (3)     Repeat the steps described in (1) and (2) above with
                        respect to the third


                                       27
<PAGE>

                        and successive highest Contribution Percentage levels
                        under the Plan until the Average Actual Contribution
                        Percentage does not exceed the amount allowable under
                        Subsection 7.02(a); then

                (4)     Add the dollar amounts determined in each of steps (1),
                        (2), and (3) above.

                The aggregate dollar amount of Excess Aggregate Contributions
                determined under steps (1) through (4) above shall be
                distributed as follows:

                (1)     First to those Highly Compensated Employee(s) with the
                        highest amount of Excess Aggregate Contributions until
                        the sum of each such Employee's Matching Contributions
                        equals the sum of the second highest Matching
                        Contributions under the Plan; then

                (2)     Second to the two (or more) Highly Compensated Employees
                        with the next highest dollar amount of Excess Aggregate
                        Contributions under the Plan, until the sum of each such
                        Employee's Matching Contributions equals the sum of the
                        third highest Matching Contributions under the Plan; and

                (3)     Then, the steps described in (1) and (2) above shall be
                        repeated with respect to the third and successive Highly
                        Compensated Employees with the highest amount of Excess
                        Aggregate Contributions until all Excess Aggregate
                        Contributions have been distributed.

        (f)     The income, gains and losses allocable to distributed Excess
                Aggregate Contributions is equal to the sum of the allocable
                gain or loss for the Plan Year described in Section 7.02(f)(1)
                below and the allocable gain or loss for the period between the
                end of the Plan Year and the date of distribution described in
                Section 7.02(f)(2) below.

                (1)     The gain or loss allocable to Excess Aggregate
                        Contributions for the Plan Year is determined by
                        multiplying the income for the Plan Year allocable to
                        Matching Contributions, by a fraction. The numerator of
                        the fraction is the amount of Excess Aggregate
                        Contributions made on behalf of the Employee for the
                        Plan Year. The denominator of the fraction is the total
                        Account Balance of the Employee attributable to Matching
                        Contributions as of the end of the Plan Year, reduced by
                        the gain allocable to such total amount for the Plan
                        Year and increased by the loss allocable to such total
                        amount for the Plan Year.

                (2)     The gain or loss allocable for the period between the
                        end of the Plan Year and the distribution is equal to
                        10% of the income or loss allocable to


                                       28
<PAGE>

                        Excess Aggregate Contributions for the Plan Year (as
                        calculated under Section 7.02(f)(1)) multiplied by the
                        number of calendar months that have elapsed since the
                        end of the Plan Year. For purposes of determining the
                        number of calendar months that have elapsed, a
                        distribution occurring on or before the 15th day of the
                        month will be treated as having been made on the last
                        day of the preceding month, and a distribution occurring
                        after such 15th day will be treated as having been made
                        on the first day of the next month.

        (g)     The determination and correction of Excess Aggregation
                Contributions of a Highly Compensated Employee shall be
                calculated in accordance with Proposed Treasury Regulation
                Section 1.401(m)-1(e)(4)(iii) and Section
                1.401(m)-1(f)(13)(iii).

        (h)     Excess Aggregate Contributions shall be distributed from the
                After Tax Account and forfeited if otherwise forfeitable under
                the terms of the Plan (or if not forfeitable, distributed) from
                the Company Account of the Participant in proportion to the
                Matching Contributions for the Plan Year.

        (i)     Amounts forfeited by Highly Compensated Employees under this
                Section 7.02 shall be treated as Annual Additions and applied to
                reduce subsequent Employer Contributions to the Plan.

        (j)     Notwithstanding the foregoing, no forfeitures arising under this
                Section 7.02 shall be allocated to the Account of any Highly
                Compensated Employee.


7.03    Multiple Use of Alternative Limitation

        (a)     The Average Actual Deferral Percentage or Average Contribution
                Percentage of Highly Compensated Employees shall be corrected as
                described in Section 7.03(b) below if all of the conditions of
                this Section 7.03(a) are satisfied:

                (1)     one or more Highly Compensated Employees of the Employer
                        or an Affiliated Company are eligible both in a Code
                        Section 401(k) arrangement and in a plan maintained by
                        such Employer subject to Code Section 401(m),

                (2)     the sum of the Average Actual Deferral Percentage of the
                        entire group of Eligible Employees who are Highly
                        Compensated Employees and the Average Contribution
                        Percentage of the entire group of Eligible Employees who
                        are Highly Compensated Employees exceeds the Aggregate
                        Limit described in Section 7.03(e),


                                       29
<PAGE>

                (3)     the Average Actual Deferral Percentage of the entire
                        group of Eligible Employees who are Highly Compensated
                        Employees exceeds the amount described in Section
                        7.01(a)(1), and

                (4)     the Average Contribution Percentage of the entire group
                        of Eligible Employees who are Highly Compensated
                        Employees exceeds the amount described in Section
                        7.02(a)(1).


        (b)     The Committee shall elect to reduce either the Average Actual
                Deferral Percentage or the Average Contribution Percentage of
                the entire group of Eligible Employees who are Highly
                Compensated Employees in accordance with this Section 7.03(b).
                The amount of the reduction to the Average Actual Deferral
                Percentage of the entire group of Eligible Employees who are
                Highly Compensated Employees shall, if elected, be calculated
                and accomplished in the manner described in Section 7.01(e) or
                the amount of the reduction to the Average Contribution
                Percentage of the entire group of Eligible Employees who are
                Highly Compensated Employees shall, if elected, be calculated
                and accomplished in the manner described in Section 7.02(f), so
                that in either case the Aggregate Limit described in Section
                7.03 (e) shall not be exceeded. the Committee may elect to
                reduce the Actual Deferral Percentage or the Contribution
                Percentage either for all Highly Compensated Employees under the
                Plan who are subject to reduction or for only those Highly
                Compensated Employees who are eligible in both the arrangements
                subject to Code Section 401(k) and the plan subject to Code
                Section 401(m).

        (c)     The required reduction described in Section 7.03(b) shall be
                treated as an Excess Contribution or Excess Aggregate
                Contribution under the Plan as the case may be.

        (d)     For purposes of applying Section 7.03(a), the Average Actual
                Deferral Percentage and Average Contribution Percentage of the
                group of Eligible Employees who are Highly Compensated Employees
                shall be determined after any corrective distribution of Excess
                Deferral Amounts pursuant to Section 4.01(b), Excess
                Contributions pursuant to Section 7.01(b)(2), or Excess
                Aggregate Contributions pursuant to Section 7.02(e) and after
                any recharacterization of Excess Contributions pursuant to
                Section 7.01(b)(1), if applicable, required without regard to
                this Section 7.03. Only plans and arrangements maintained by the
                same Employer or an Participating Employer shall be taken into
                account under this Section 7.03.

        (e)     For purposes of this Section 7.03, the "Aggregate Limit" shall
                mean the greater of:

                (1)     the sum of:

                        (A)     125% of the greater of (i) the Average Actual
                                Deferral Percentage of the group of Eligible
                                Employees who are Non-Highly


                                       30
<PAGE>

                                Compensated Employees for the Plan Year, or (ii)
                                the Average Contribution Percentage of the group
                                of Eligible Employees who are Non-Highly
                                Compensated Employees for the Plan Year, and

                        (B)     two percentage points plus the lesser of
                                Sections 7.03(e)(1)(A)(i) or 7.03(e)(1)(A)(ii)
                                above. In no event, however, shall the amount
                                described in this Section 7.03(e)(1)(B) exceed
                                200% of the lesser of Sections 7.03(e)(1)(A)(i)
                                or 7.03(e)(1)(A)(ii) above; or

                (2)     the sum of:

                        (A)     125% of the lesser of (i) the Average Actual
                                Deferral Percentage of the group of Eligible
                                Employees who are Non-Highly Compensated
                                Employees for the Plan Year, or (ii) the Average
                                Contribution Percentage of the group of Eligible
                                Employees who are Non-Highly Compensated
                                Employees for the Plan Year, and

                        (B)     two percentage points plus the greater of
                                Sections 7.03(e)(2)(A)(i) or 7.03(e)(2)(A)(ii)
                                above. In no event, however, shall the amount
                                described in this Section 7.03(e)(2)(B) exceed
                                200% of the greater of Sections 7.03(e)(2)(A)(i)
                                or 7.03(e)(2)(A)(ii) above.

7.04    Repeal of Multiple Use Test

        The multiple use test described in Treasury Regulation section
        1.401(m)-2 and Section 7.03 of the Plan shall not apply for Plan Years
        beginning after December 31, 2001.


                                    ARTICLE 8
                                     VESTING

8.01    Vested Percentage of Accounts

        Except as provided for in Section 12.09(d), a Participant shall be
        vested in the following percentages of his Accounts:

        (a)     100% of his Elective Deferral Contribution Account , Rollover
                Account and Prior Employer Accounts, if any, plus

        (b)     a percentage of his Employer Accounts determined in accordance
                with the following schedule:


                                       31
<PAGE>

                         Years of                                 Vested
                         Vesting Service                          Percentage

                         less than 3                                  0%
                         3 but less than 4                           20%
                         4 but less than 5                           40%
                         5 but less than 6                           60%
                         6 but less than 7                           80%
                         7 or more                                  100%

        (c)     Notwithstanding the above, effective for Plan Years beginning
                after December 31, 2001, a Participant's percentage of his
                Employer Accounts shall vest in accordance with the following
                schedule:

                          Years of                                Vested
                          Vesting Service                         Percentage

                          less than 2                                 0%
                          2 but less than 3                          20%
                          3 but less than 4                          40%
                          4 but less than 5                          60%
                          5 but less than 6                          80%
                          6 or more                                 100%

        (d)     Notwithstanding the above, a Participant's shall become fully
                (100%) vested upon (i) his Early Retirement Date or Normal
                Retirement Date, if he is then an Employee, (ii) his death, if
                he was an Employee immediately before his death, or (iii) the
                determination that he is unable to continue his previous
                employment on account of Disability.

8.02    Amount Subject to Distribution Upon Termination of Employment

        Upon Termination of Employment, a Participant may request a distribution
        of the vested percentage of his Accounts as described in Section 8.01
        hereof. Such distribution shall be distributed in accordance with
        Article 10. The portion of a Participant's Employer Account that is not
        vested shall be forfeited in accordance with Section 8.03.

8.03    Forfeitures

        (a)     When a Participant has a Termination of Employment but does not
                receive a distribution of his vested Employer Account prior to
                incurring five consecutive One Year Break in Service, the
                Employer Account shall continue to be credited with


                                       32
<PAGE>

                investment gains and losses until distribution of the vested
                percentage of the Employer Account commences. Upon incurring
                five consecutive One Year Breaks in Service, the Participant's
                non-vested Account balance shall be forfeited.

        (b)     If a Participant has a Termination of Employment and receives a
                distribution of his entire vested Employer Account prior to
                incurring five consecutive One Year Breaks in Service, the
                non-vested portion of the Employer Account, will be forfeited.

        (c)     A Participant is eligible to have a previous Forfeiture
                restored, if (i) he previously incurred a Forfeiture under this
                Article, (ii) he again becomes an Employee before he has five
                (5) consecutive One Year Breaks in Service, and (iii) he repays
                any distribution that he previously received, in the manner
                specified in Section 8.03(e).

        (d)     Any repayment in accordance with (c) above must be made no later
                than the earlier of (i) the end of the Plan Year in which the
                individual incurs a five (5) consecutive One Year Breaks in
                Service, counting from the Plan Year beginning immediately after
                distribution or deemed distribution that resulted in his
                Forfeiture or (ii) the fifth (5th) anniversary of his
                reemployment.

        (e)     In order to exercise his right of repayment, the Participant
                must repay to the Trust, without interest (i) an amount equal to
                any cash he received as part of the distribution that resulted
                in his Forfeiture, plus (ii) all Company Stock that was then
                distributed to him. Cash or other property may not be restored
                to the Trust in lieu of Company Stock, but the shares restored
                need not be the same ones that were originally distributed. A
                Participant who had no vested interest in his Accounts at the
                time of his Forfeiture is automatically deemed to have complied
                with the terms of this Section as of the date on which he
                becomes eligible to make a repayment.

        (f)     If a Participant complies with the conditions of the applicable
                provisions of this Section 8.03, his Accounts will be credited
                with both the cash and Company Stock that he has repaid and the
                interest in his Accounts that he had previously forfeited,
                unadjusted for any income, expenses, gains or losses since the
                time of forfeiture. This restoration is to be made, first, out
                of Forfeitures arising in the Plan Year of repayment, and,
                second, out of employer contributions and shares of Company
                Stock released from the Unallocated Stock Account in the Plan
                Year of repayment. The Participant's Employer is required to
                make any contributions necessary to make a complete restoration.


                                       33
<PAGE>

                                    ARTICLE 9
                             IN-SERVICE WITHDRAWALS

9.01    Hardship Withdrawals

        A Participant may apply in writing to the Committee for a hardship
        withdrawal of part or all of his Elective Deferral Contributions Account
        (other than earnings credited to his Elective Deferral Contribution
        Account on or after January 1, 1989). The Committee, in its discretion,
        and in accordance with the provisions of this Section 9.01, shall
        determine whether a withdrawal of part or all of such account is
        necessary to alleviate the hardship. For purposes of Section 9.01(a), a
        distribution is on account of hardship only if the distribution both is
        made on account of an immediate and heavy financial need of the
        participant as determined in accordance with Section 9.01(a) below, and
        is necessary to satisfy such financial need as determined in accordance
        with Section 9.01(b) below. The determination by the Committee of the
        existence of an immediate and heavy financial need and of the amount
        necessary to meet the need shall be made in a non-discriminatory and
        consistent manner. The determination of hardship by the Committee shall
        be final and binding.

        (a)     a distribution will be deemed to be made on account of an
                immediate and heavy financial need of the participant only if
                the distribution is on account of the financial needs described
                in this Section 9.01(a), in which case the Committee may
                reasonably rely upon the participant's representation that the
                financial need is on account of:

                (1)     medical expenses incurred by or necessary for the
                        medical care, as described in Code Section 213(d), of
                        the Participant, the Participant's spouse, or any other
                        dependents of the Participant,

                (2)     the purchase (excluding mortgage payments) of a
                        principal residence of a Participant,

                (3)     tuition and other educational related fees for the next
                        twelve months of post-secondary education for the
                        Participant, his spouse, children, or dependents of the
                        Participant, or

                (4)     the need to prevent the eviction of the Participant from
                        his principal residence or foreclosure on the mortgage
                        of the Participant's principal residence.

                A financial need shall not fail to qualify as immediate and
                heavy merely because such need was reasonably foreseeable or
                voluntarily incurred by the Participant.


                                       34
<PAGE>

        (b)     A distribution will be deemed to be necessary to satisfy an
                immediate and heavy financial need of a Participant if all of
                the following requirements are satisfied:


                (1)     the distribution is not in excess of the amount of the
                        immediate and heavy financial need of the Participant,
                        including any amounts necessary to satisfy applicable
                        federal, state and local income taxes, excise taxes and
                        penalty taxes which may be reasonably anticipated to
                        result from the distribution;

                (2)     the Participant has obtained all distributions
                        (including distributions currently available to the
                        Participant as provided for in Section 12.09), other
                        than hardship distributions, and all non-taxable loans
                        currently available under all plans maintained by the
                        Employer, and

                (3)     the Participant does not make a contribution to this
                        Plan or to any other plan of deferred compensation
                        contrary to the provisions of Section 9.02.

9.02    Suspension of Contributions Due to Hardship Withdrawal

        If a Participant receives a hardship withdrawal, such Participant shall
        not be permitted to make--

        (a)     Elective Deferral for the 12 month period following the date of
                receipt of the hardship withdrawal; and

        (b)     contributions to any other qualified or nonqualified plan of
                deferred compensation maintained by the Employer including, but
                not limited to, stock option plans and stock purchase plans for
                the 12-month period following the date of receipt of the
                hardship withdrawal.

                                   ARTICLE 10
                PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

10.01   Commencement of Distribution

        The Participant's Account shall be distributed at the earliest of the
        following dates:

        (a)     Termination of Employment. If a Participant has a Termination
                Date other than on account of death, the Participant's Account
                shall be distributed as soon as administratively feasible
                following the Participant's Termination Date and receipt by the
                Committee of the Participant's request for a distribution.


                                       35
<PAGE>

        (b)     Death. If a Participant has a Termination Date on account of
                death, the Participant's Account shall be distributed within
                ninety (90) days after the Participant's death unless the
                particular facts and circumstances require a longer wait.

        (c)     Consent of Participant. A Participant's consent to a
                distribution of his Account shall be subject to the following:

                (1)     If the value of a Participant's Accounts to be
                        distributed is less than or equal to $5,000, computed on
                        the Participant's Termination Date, the Participant's
                        Accounts shall be distributed in a lump sum payment as
                        soon as administratively feasible after his Termination
                        Date.

                (2)     If the lump sum value of a Participant's vested Accounts
                        as of his Termination Date is greater than $5,000, the
                        Participant's consent to a distribution shall be
                        required; provided that, notwithstanding the lack of
                        consent, distribution shall be made no later than the
                        date established under Section 10.06 for mandatory
                        distributions.

                (3)     Notwithstanding the above, effective for Plan Years
                        beginning after December 31, 2001, the value of a
                        Participant's nonforfeitable Account balance shall be
                        determined without regard to that portion of the Account
                        balance that is attributable to Rollover Contributions
                        (and earnings allocable thereto) within the meaning of
                        sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii),
                        and 457(e)(16) of the Code. If the value of the
                        participant's nonforfeitable account balance as so
                        determined is $5,000 or less, the Plan shall immediately
                        distribute the Participant's entire nonforfeitable
                        Account balance.

        (d)     Retirement After Age 65. Notwithstanding any other provision of
                the Plan, unless the Participant otherwise elects, the payment
                of benefits under this Plan shall begin not later than the 60th
                day after the latest of the close of the Plan Year in which
                occurs (i) the Participant's Normal Retirement Age; or (iii) the
                Participant's Termination Date.

10.02   Forms of Payments

        Except as provided for in Section 10.03, a Participant may elect to
        receive a distribution in the form of a single lump sum payment of his
        entire vested Account. However, with respect to his Accounts invested in
        the Company Stock Fund, a Participant may elect a distribution in the
        form of cash, or full shares of Common Stock and cash in lieu of
        fractional shares.


                                       36
<PAGE>

10.03   Prior Employer Accounts

        (a)     If a Participant has a Termination Date, payments to
                Participants attributable to Prior Employer Accounts whose
                employment is terminated by reason of Retirement, death or
                Disability shall be made in accordance with Section 10.03 (b)
                and Appendix C. Except as provided for in Section 10.01(c), the
                Participant shall elect the method of payment from those
                described in Section 10.05(b). However, any such election may be
                amended by the Committee, taking into account the election, if
                any, made by the Participant or the Participant's Beneficiary,
                to comply with the requirements of Section 10.06.

        (b)     A Participant may elect the following methods of payment for his
                Prior Employer Accounts: (1) a lump sum to be paid as soon as is
                administratively practicable after termination of employment; or
                (2) in monthly, quarterly, semi-annual or annual cash
                installments over a period certain that does not extend beyond
                the Participant's life, or beyond the lives of the Participant
                and a designated Beneficiary (or beyond the life expectancy of
                the Participant or the joint and last survivor expectancy of the
                Participant and a designated Beneficiary), in which event the
                lump sum value of the benefit will either be segregated and
                separately invested by the Trustee, or it will be invested in a
                nontransferable annuity providing for installment payments.

        (c)     Notwithstanding the above, effective January 1, 2002, a
                Participant's Prior Employer Account shall be distributed in the
                form of a single lump sum payment of the Participant's entire
                vested Prior Employer Account. No distribution shall be made in
                the form of an annuity or cash installment.

10.04   Valuation Upon Distribution

        Valuation for purposes of payment to a Participant or his Beneficiary
        shall be made shall be determined as of the Valuation Date coincident
        with or next following his Termination Date. If Company Stock is
        distributed in the form of cash, the Participant shall receive cash
        equal to the amount of the "fair market value" of the Company Stock as
        of the Valuation Date coincident with or immediately following his
        application for a distribution.

10.05 Payments When a Loan is Outstanding

        Payments to Participants who have borrowed from their Accounts pursuant
        to Article 11 will also be governed by Section 11.03(b).


                                       37
<PAGE>

10.06   Special Distributions

        (a)     All distributions required under this Section shall be
                determined and made in accordance with the minimum distribution
                requirements of Code Section 401(a)(9) and the regulations
                thereunder. Notwithstanding any provision to the contrary, the
                entire interest of a Participant must be distributed or begin to
                be distributed no later than the Participant's "required
                beginning date." For purposes of this Section:

                (i)     The term "required beginning date" of a Participant is
                        the later of the first day of April of the calendar year
                        following: (i) the calendar year in which the
                        Participant attains age 70-1/2, or (ii) the calendar
                        year in which the Participant retires if the Participant
                        is not a 5-percent owner of the Employer.

                (ii)    The "required beginning date" for a Participant who is a
                        5-percent Owner (as defined in Code Section 401(a)(9))
                        shall not be later than April 1 of the calendar year
                        following the calendar year in which the participant
                        attains age 70 1/2.

                (iii)   Once distributions have begun to a 5-percent owner under
                        this Section, they must continue to be distributed, even
                        if the Participant ceases to be a 5-percent owner in a
                        subsequent year.

                (iv)    The provisions of this Section 10.06 shall be effective
                        for Plan Years beginning January 1, 1997.

        (b)     Where the distribution of a Participant's Account has begun in
                accordance with Section (a) above and the Participant dies
                before his entire Account has been distributed to him or her,
                the remaining portion of such interest will be distributed at
                least as rapidly as under the method of distribution being used
                under Section (a) above as of the date of his death.


        (c)     Where the distribution to a Participant has not begun at the
                time of his death, the Participant's entire Account must be
                distributed within five years after the death of such
                Participant; provided, however, that if any portion of the
                Participant's Account is payable to a Beneficiary, such portion
                is to be distributed over the life of such Beneficiary (or over
                a period not extending beyond the life of such Beneficiary), and
                such distributions begin on or before December 31 of the
                calendar year immediately following the calendar year in which
                the Participant died (or such later date as the Secretary may by
                regulations prescribe), that portion so payable shall be treated
                as distributed on the date on which such distributions begin.

        (d)     Notwithstanding the foregoing provisions of this Section 10.06,
                if the value of a Participant's Accounts to be distributed is
                less than or equal to $5,000, computed on the date of the
                Participant's termination of employment, the Participant's


                                       38
<PAGE>

                Accounts shall be distributed in a lump sum payment as soon as
                practicable after his termination of employment.

10.07   Qualified Domestic Relations Orders

        Notwithstanding any other provisions of Article 10, any Account of a
        Participant may be apportioned between the Participant and an alternate
        payee (as defined in Code Section 414(p)(8)) either through separate
        Accounts or by providing the alternate payee a percentage of the
        Participant's Account. The Committee shall notify the affected
        Participant and each alternate payee of the order and determine that the
        order is a qualified domestic relations order as defined in Code Section
        414(p)(1)(A).

10.08   Payment to Minors and Incapacitated Persons

        In the event that any amount is payable to a minor or to any person who,
        in the judgment of the Committee, is incapable of making proper
        disposition thereof, such payment shall be made for the benefit of such
        minor or such person in any of the following ways as the Committee, in
        its sole discretion, shall determine:

        (a)     By payment to the legal representative of such minor or such
                person;

        (b)     By payment directly to such minor or such person;

        (c)     By payment in discharge of bills incurred by or for the benefit
                of such minor or such person. The Trustee shall make such
                payments as directed by the Committee without the necessary
                intervention of any guardian or like fiduciary and without any
                obligation to require bond or to see the further application of
                such payment. Any payment so made shall be in complete discharge
                of the Plan's obligation to the Participant and his
                Beneficiaries.

10.09   Notices to Participants

        The Committee shall distribute or cause to be distributed to each
        Participant who has requested a withdrawal or distribution a notice,
        containing the information described in Code Section 402(f). Such notice
        shall be provided within a reasonable time, not in excess of 90 days,
        prior to the date of such withdrawal or distribution. Such notice shall
        clearly inform the Participant that the Participant has a right to a
        period of at least 30 days after receiving the notice to consider the
        decision of whether or not to elect a distribution or withdrawal (or, if
        applicable, a particular distribution option). Distribution or
        withdrawal shall not be made within such 30-day period, unless the
        Participant affirmatively elects otherwise. A Participant shall be
        permitted to revoke his election at any time prior to the annuity
        starting date, or, if later, the end of the seven-day period beginning
        on the date the above described notice was provided.


                                       39
<PAGE>

10.10   Eligible Rollover Distributions

        (a)     A Participant may elect, at a time and in the manner prescribed
                by Committee, to have any portion of an eligible rollover
                distribution paid directly to an eligible retirement plan
                specified by the Participant in a direct rollover. An eligible
                rollover distribution shall be a distribution of all or any
                portion of the balance to the credit of a Participant, except
                that an eligible rollover distribution shall not include any
                distribution which is part of a series of installment payments
                over a period of ten years or more, any distribution to the
                extent such distribution is required under Code Section
                401(a)(9), and the portion of any distribution that is not
                includable in gross income (determined without regard to the
                exclusion for net unrealized appreciation with respect to
                employer securities). An eligible individual retirement plan is
                an individual retirement account as described in Code Section
                408(a), an individual retirement annuity as described in Code
                Section 408(b), or a qualified trust described in Code Section
                401 which accepts the Participant's eligible rollover
                distribution. This Section shall also apply to distributions to
                the surviving spouse of a deceased Participant, or to the
                alternate payee of a Participant under a Qualified Domestic
                Relations Order, provided that, in the case of a distribution to
                a surviving spouse, eligible retirement plan shall include only
                an individual retirement account or an individual retirement
                annuity.

        (b)     Notwithstanding the above, for distributions made after December
                31, 2001, an eligible retirement plan shall also mean an annuity
                contract described in section 403(b) of the Code and an eligible
                plan under section 457(b) of the Code which is maintained by a
                state, political subdivision of a state, or any agency or
                instrumentality of a state or political subdivision of a state
                and which agrees to separately account for amounts transferred
                into such plan from this plan. The definition of eligible
                retirement plan shall also apply in the case of a distribution
                to a surviving spouse, or to a spouse or former spouse who is
                the alternate payee under a qualified domestic relation order,
                as defined in section 414(p) of the Code.

        (c)     For purposes of this Section 10.10, any amount that is
                distributed on account of hardship shall not be an eligible
                rollover distribution and the distributee may not elect to have
                any portion of such a distribution paid directly to an eligible
                retirement plan.

10.11   Age 59 1/2 Withdrawals

        A Participant who has attained age 59 1/2 may withdraw any portion of
        any Account in which he is fully (100%) vested, as of any Valuation Date
        giving written notice to the Committee, in such form as the Committee
        may require, at least fifteen (15) days before the date as of


                                       40
<PAGE>

        which the withdrawal is to be made. A Participant may make no more than
        two withdrawals under this Section 10.11 in any Plan Year. The amount he
        elects to withdraw will be distributed to him as soon as
        administratively feasible after the appropriate Valuation Date.

                                   ARTICLE 11
                                      LOANS

11.01   Availability of Loans

        Loans shall be permitted to Participants under this Plan, as established
        by the policy of the Committee. Any such loan shall be subject to such
        conditions and limitations (including such loan guidelines as may, from
        time to time, be established by the Committee) as the Committee deems
        necessary for administrative convenience and to preserve the
        tax-qualified status of the Plan. Notwithstanding the foregoing, except
        to the extent otherwise required under the Code or ERISA, loans shall
        not be permitted under this Plan to (a) any Beneficiary or (b) any
        Participant after the Participant has terminated employment with the
        Employer and its Affiliates.

11.02   Amount of Loans

        Subject to the limitations contained in this Article 11, any Participant
        may borrow from his Accounts an amount not exceeding the lesser of the
        following:

        (a)     50% of the combined current value of the Participant's Elective
                Deferral Account, Rollover Account and vested Company Account,
                determined on the date of such Participant's request for a loan,
                reduced by the outstanding balance of all other loans from the
                Plan, or

        (b)     the vested portion of his Accounts up to $50,000, reduced by the
                greater of (i) the highest outstanding balance of loans from the
                Plan during the one-year period ending on the day before the
                date on which such loan is made, or (ii) the outstanding balance
                of loans from the Plan on the date on which such loan is made.

11.03   Conditions of the Loan

        The loan shall be subject to the following conditions:

        (a)     The interest rate on all loans shall be commercially reasonable
                at the time the Committee approves the loan. All loans shall be
                evidenced by a note and shall be adequately secured as to
                principal and interest. No more than 50% of the Participant's
                vested portion of his Accounts valued immediately after the
                origination of each loan shall serve as security for his
                outstanding loan, provided, however, that the terms of any loan
                may be adjusted at anytime, in the sole and absolute discretion
                of the Committee to ensure that there is adequate security for
                the loan. No loan may have


                                       41
<PAGE>

                a term in excess of five years, with the term of the loan being
                at least one year or, if greater than one year, a multiple of
                six months as determined by the Participant in his application.

        (b)     The Committee shall be responsible for the collection of all
                loans. Upon default of any loan, the entire unpaid balance
                shall, if the immediate distribution of the Participant's
                Account is to be made, be offset against that portion of the
                Participant's Account which serve as security for his loan, upon
                his first becoming entitled to received a distribution in
                accordance with the relevant portion of Article 10 of the Plan,
                whether or not the Participant elects to have his payments
                commence at that time.

11.04   Loan Policy

        The Committee is authorized and directed to administer the loan program
        in accordance with the regulations and rulings of the Internal Revenue
        Service and the Department of Labor. The Committee may establish such
        additional guidelines and rules as it deems necessary. Such guidelines
        and rules shall be set forth in the loan policy and the terms specified
        in such loan policy are hereby incorporated by reference in the Plan.
        The Committee may amend or modify the loan policy as it deems necessary
        to carry out the provisions of this Article 11.

                                   ARTICLE 12
                            LEVERAGED EMPLOYEE STOCK
                            OWNERSHIP PLAN PROVISIONS

12.01   Effect of Article

        Notwithstanding anything to the contrary contained in the Plan, the
        provisions of this Article 12 shall control the interpretation and
        administration of the Plan where applicable.

12.02   Definitions

        The following terms when used in this Article 12 shall have the
        designated meaning unless a different meaning is plainly required by the
        context in which the term is used:

        (a)     "Disqualified Person" shall mean a person defined in Code
                Section 4975(e)(2) and shall mean a party in interest as defined
                in ERISA Section 3(14).

        (b)     "Diversification Election Period" shall mean the Plan Year
                period beginning with the first Plan Year in which the
                Participant has both completed 10 years of participation in the
                Leveraged ESOP and attained the age of 55.

        (c)     "Exempt Loan" shall mean any loan made to the Leveraged ESOP, by
                a Disqualified Person or guaranteed by a Disqualified Person,
                pursuant to the


                                       42
<PAGE>

                provisions of Section 12.04.

        (d)     "Financed Stock" shall mean Common Stock acquired with the
                proceeds of an Exempt Loan.

        (e)     "Indebtedness" shall mean the principal amount of any
                indebtedness incurred by the Plan in connection with the
                acquisition of Financed Stock.

        (f)     "Interest" shall mean interest payable by the Plan with respect
                to Indebtedness.

        (g)     "Leveraged ESOP" shall mean the portion of the Plan described in
                this Article 12.

        (h)     "Release Date" shall mean each date specified in Section
                12.05(c) for the release of shares of Common Stock from the
                Stock Suspense Account for allocation to Participants' Employer
                Accounts.

        (i)     "Stock Suspense Account" shall mean an account credited with the
                Financed Stock prior to the release there from in accordance
                with Section 12.05(d).

        (j)     "Unallocated Financed Stock" shall mean shares of Financed Stock
                that remain in the Stock Suspense Account prior to the release
                of such shares from the Stock Suspense Account and the
                allocation of such shares to Participants' Employer Accounts.

12.03   Purpose and Nature of the Leveraged ESOP

        (a)     The primary purpose of the Leveraged ESOP is to enable
                Participants to share in the growth and prosperity of HEICO
                Corporation and its Affiliates by enabling Participants to
                acquire stock ownership interests in the form of Common Stock.
                Accordingly, the Leveraged ESOP is an employee stock ownership
                plan within the meaning of Code Section 4975(e)(7) which is
                designed to invest primarily in Common Stock. The Leveraged ESOP
                may engage in loans (or other extensions of credit) to finance
                its acquisition of Common Stock, including such loans (or
                extensions of credit) from or secured primarily by a guarantee
                of the Company or an Affiliated Company or the expectation that
                the Company and its Affiliated Companies will make contributions
                to the Leveraged ESOP in amounts sufficient to enable the
                Leveraged ESOP to amortize such loans (or extensions of credit).

        (b)     The Leveraged ESOP is intended to be and shall be a stock bonus
                plan within the meaning of Treasury Regulation Section
                1.401-1(b)(1)(iii) that is qualified under Code Section 401(a).
                It is designed to meet the requirements for an employee stock
                ownership plan within the meaning of Code Section 4975(e)(7) and
                ERISA Section 407(d)(6) and regulations thereunder and may enter
                into one or more Exempt Loans


                                       43
<PAGE>

                pursuant to this Article 12. Separate accounting shall be
                maintained with respect to the Leveraged ESOP, any Exempt Loan
                and Financed Stock acquired with the proceeds of such Exempt
                Loan.

        (c)     The terms of any Exempt Loan shall comply with all the
                requirements necessary to constitute an "exempt loan" within the
                meaning of Treasury Regulation Section 54.4975-7(b).

12.04   Requirements as to Exempt Loans

        No loan shall be entered into on behalf of the Leveraged ESOP which is a
        loan made or guaranteed by a Disqualified Person unless the Committee
        determines that all of the requirements of this Section including each
        of the following requirements are met:

        (a)     the terms shall be as favorable to the Plan as the terms of a
                comparable loan from arms-length negotiations between
                independent parties;

        (b)     the interest rate shall be no more than a reasonable interest
                rate considering all relevant factors including the amount and
                duration of the loan, the security and guarantee involved, the
                credit standing of the Plan and the guarantor of the loan, and
                the interest rate prevailing for comparable loans;

        (c)     the loan shall be without recourse against the Plan;

        (d)     the loan must be for a specific term under which the number of
                years to maturity is definitely ascertainable at all times;

        (e)     the loan may not be payable at the demand of any person except
                in the case of default;

        (f)     the only assets of the Plan that may be given as collateral on
                the loan are Common Stock acquired with the proceeds of the
                Exempt Loan or Common Stock used as collateral on a prior Exempt
                Loan repaid with the proceeds of the Exempt Loan;

        (g)     no person entitled to payment under the loan shall have any
                right to assets of the Plan other than collateral given for the
                loan, contributions made to the Plan to enable it to meet its
                obligations under the loan, and earnings attributable to such
                collateral and such contributions;

        (h)     the value of Plan assets transferred in satisfaction of the loan
                upon an event of default shall not exceed the amount of the
                default;

        (i)     if the lender is a Disqualified Person, Plan assets may only be
                transferred


                                       44
<PAGE>

                upon default only upon and to the extent of the failure of the
                Plan to meet the payment schedule of the loan;

        (j)     upon payment of any portion of the balance due on the loan, the
                assets pledged as collateral for such portion shall be released
                from encumbrance;

        (k)     the loan shall be repaid only from proceeds of an Exempt Loan,
                amounts contributed to the Plan by the Company or its Affiliated
                Companies to enable the Plan to repay such loan, earnings on
                such contributions, and earnings on Financed Stock acquired with
                the proceeds of such loan (including dividends and proceeds of
                sale of such Financed Stock, so long as such use of proceeds
                complies with applicable requirements of the Code and
                regulations thereunder); and

        (l)     the loan must be primarily for the benefit of Participants and
                their beneficiaries.

12.05   Use of Exempt Loan Proceeds

        (a)     The proceeds of any Exempt Loan shall be used within a
                reasonable time after receipt thereof to acquire Common Stock,
                to repay such loan, or to repay a prior Exempt Loan as
                determined by the Committee in its sole discretion. Except as
                required by law, Common Stock acquired with the proceeds of an
                Exempt Loan may not at that time or at any time thereafter be
                subject to any put, call, option, buy-sell or other similar
                arrangement.

        (b)     All shares of Common Stock acquired by the Trustee with the
                proceeds of an Exempt Loan shall be allocated to a separate
                Stock Suspense Account within the Trust and be held therein
                until allocated to the Employer Accounts of Participants
                pursuant to the provisions of Section (d) below.

        (c)     As of the last day of any Plan Year (each date being referred to
                as a "Release Date"), there shall be released from the Stock
                Suspense Account and allocated to Participants' Company Accounts
                in accordance with the provisions of Section 12.06(c) below a
                number of shares of Financed Stock, as determined in a
                reasonable and nondiscriminatory manner by the Committee and
                subject to the provisions of Sections (d) and (e) below.

        (d)     If the conditions of this Section 12.05 (d) are satisfied, the
                percentage of Financed Stock to be released on each Release Date
                equals the Indebtedness repaid during the current Plan Year
                divided by the Indebtedness originally incurred.

                (1)     The formula set forth in this Section 12.05(d) may be
                        used if (a) the Board elects its use no later than the
                        time when stock


                                       45
<PAGE>

                        acquired under a particular Loan Agreement is first
                        released, (b) the term of the Loan Agreement does not
                        exceed ten (10) years, and (c) the Loan Agreement
                        provides for the repayment of Indebtedness on a basis
                        that results in the amortization of Indebtedness no less
                        rapidly than under standard amortization tables.

        (e)     If the formula set forth in Section 12.05(d) is not used, the
                percentage of shares of Financed Stock so released from the
                Stock Suspense Account, as of each Release Date shall not be
                less than the total number of shares of Financed Stock in the
                Stock Suspense Account immediately prior to the first day of
                such Plan Year multiplied by a fraction, the numerator of which
                is equal to the total dollar amount of Indebtedness and Interest
                actually paid by the Trustee with respect to such Plan Year to
                amortize the Exempt Loan and the denominator of which is the sum
                of the numerator plus the total dollar amount of Indebtedness
                and Interest due for all future periods of such Exempt Loan
                after the end of such Plan Year.

12.06   Allocations and Accounting

        (a)     The provisions of this Section 12.06 shall govern the allocation
                of Employer Contributions that are used to make payments on an
                Exempt Loan.

        (b)     Any Financed Stock acquired by the Leveraged ESOP shall be
                allocated initially to the Stock Suspense Account. Each
                Participant's Employer Account shall reflect such Participant's
                interest in the Leveraged ESOP.

        (c)     (1)     Each Participant's Employer Account shall be credited
                        with its allocated share of Common Stock released from
                        the Stock Suspense Account pursuant to Sections 12.05(d)
                        and 12.05(e). Each Participant's Employer Account will
                        be credited with its allocable share of cash dividends
                        on Common Stock allocated to such Participant's Employer
                        Account and proceeds from the sale of such shares of
                        Common Stock.

                (2)     Each Participant's Employer Account shall be debited for
                        Common Stock distributed to said Participant from such
                        Employer Account pursuant to applicable Plan provisions,
                        or for its allocable share of Common Stock sold by the
                        Trustee or otherwise removed from such Employer Account
                        in accordance with any applicable provisions of the
                        Plan. Each Participant's Employer Account shall be
                        debited for cash payments which are distributed to said
                        Participant from such Account pursuant to applicable
                        Plan provisions.

        (d)     All Common Stock released from the Stock Suspense Account as of
                any Release Date are allocated among the Participants' Employer
                Matching Contribution


                                       46
<PAGE>

                Account, to the extent that Employer Matching Contributions made
                on their behalf were utilized to pay Interest or repay
                Indebtedness. Common Stock not so allocated is allocated to the
                Equity Builder Contributions Account of active Participants in
                accordance with the provisions of Section 4.03(b).

        (e)     As of each Release Date in each Plan Year, the Financed Stock
                that is released from the Stock Suspense Account, if any,
                pursuant to the provisions of Sections 12.05(d) and 12.05(e)
                shall be allocated to the Employer Accounts of Participants.
                Each Participant's allocable share of Financed Stock shall be
                calculated by multiplying the aggregate number of shares of
                Financed Stock released on such Release Date by a fraction, the
                numerator of which is the Contribution made for such Plan Year
                by the Employer on behalf of such Participant pursuant to
                Section 4.03, and the denominator of which is the aggregate
                contribution to be made by the Employer on behalf of all
                Participants pursuant to Section 4.03 for such Plan Year.

12.07   Use of Cash Dividends on Common Stock

        (a)     All dividends received with respect to Financed Stock are used
                to pay Interest or repay Indebtedness. If, however, dividends
                that would otherwise be allocated to Participants' Accounts or
                distributed to them in accordance with Section 12.08 are used to
                pay Interest or repay Indebtedness, Company Stock equal in value
                to the dividends so applied must be allocated to each
                Participant's Equity Builder Account, in addition to any other
                allocations under this Plan.

        (b)     Except as otherwise provided for in Section 12.09, after a loan
                has been repaid, dividends on stock acquired with the proceeds
                of the loan are distributed or allocated in accordance with
                Section 12.08. The refinancing of a loan through a new loan
                transaction is not deemed to be repayment for purposes of this
                Section 12.07.

12.08   Pass-Through of Dividends on Company Stock

        Effective for Plan Years beginning before January 1, 2002, and except as
        otherwise provided for in Section 12.07, all dividends received with
        respect to Company Stock held by the Plan must, in the discretion of the
        Committee, either be (a) distributed to Participants no later than 90
        days after the end of the Plan Year in which they are received, or (b)
        allocated to Participants' Equity Builder Accounts; or (c) allocated to
        Participants' Matching Contribution Accounts. This distribution or
        allocation shall equal in amount the value of dividends received by the
        Trust with respect to that number of shares of Common Stock which
        represents such Participant's proportional interest in the Company Stock
        Fund.

12.09   Common Stock Dividends


                                       47
<PAGE>

        (a)     Dividends Paid on or after November 1, 2002

                (1)     Notwithstanding any other provision of Article 12 to the
                        contrary each Participant may elect to:

                        (i)     receive a distribution in cash equal to the
                                value of any dividends paid by the Company on or
                                after November 1, 2002 and received by the Trust
                                with respect to shares of Common Stock allocated
                                to his Employer Accounts at the close of
                                business on the ex-dividend date established for
                                the payment of such dividends; or

                        (ii)    reinvest in the Company Stock Fund any dividends
                                paid by the Company on or after November 1, 2002
                                and received by the Trust with respect to shares
                                of Common Stock allocated to his Employer
                                Accounts at the close of business on the
                                ex-dividend date established for the payment of
                                such dividends.

                (2)     Any distribution pursuant to Section 12.09(a)(1)(i)
                        shall be made as soon as is administratively feasible
                        following receipt of the dividends by the Trust, but in
                        no event later than 90 days after the close of the Plan
                        Year in which such dividends were paid by the Company.

                (3)     If a Participant fails to make an election pursuant to
                        Section 12.09(a)(1)(i), he shall be deemed to have made
                        an election pursuant to Section 12.09(a)(1)(ii).

        (b)     Dividends Paid From November 1, 2001 to October 31, 2002

                A Participant may make an election, as provided for in Section
                12.09(a)(1), with respect to any dividends paid by the Company
                to the Trust during the Company's tax year ending October 31,
                2002.

        (c)     Elections

                The Committee shall specify the manner in which Participants
                will be required to make their elections subject to the
                following conditions:

                (1)     The Committee shall provide no less than annually each
                        Participant an opportunity to make an election.

                (2)     A Participant's election shall take effect immediately
                        following receipt by the Committee and shall remain in
                        effect until an election to the


                                       48
<PAGE>

                        contrary is filed by such Participant.

                (3)     A Participant's election shall become irrevocable the
                        latter of (i) the date on which the dividends
                        attributable to such election are paid to the Trust, or
                        (ii) the date established by the Committee for revoking
                        such an election.

                (4)     The rules established by the Committee for making an
                        election shall be applied in a uniform and
                        nondiscriminatory manner.

        (d)     Vesting

                Notwithstanding anything in the Plan to the contrary, a
                Participant shall become fully vested in all dividends received
                by the Trust for which an election pursuant to Section
                12.09(a)(1) is offered.

12.10   Diversification Election

        (a)     If a Participant attains age 55 and has 10 years of
                participation, the Participant shall be entitled to elect each
                Plan Year in the Election Period, as defined below, to transfer
                to other investment options a percentage of the shares of Common
                Stock allocated to his Employer Account. The percentage of the
                shares of Common Stock allocated to a Participant's Employer
                Account as to which he may elect to so transfer shall be: 25% as
                to the first Plan Year for which an election may be made
                pursuant to this Section (a); 25% reduced by the number of
                shares of Common Stock with respect to which an election was
                previously made pursuant to this Section (a) as to each of the
                second, third, fourth, and fifth Plan Years for which an
                election may be made pursuant to this Section (a); and 50%
                reduced by the number of shares of Common Stock with respect to
                which an election was previously made pursuant to this Section
                (a) as to the last Plan Year for which an election may be made
                pursuant to this Section (a). The term "Election Period" shall
                mean a period of six (6) Plan Years beginning with the first
                Plan Year that the Participant becomes eligible to make an
                election.

        (b)     A Participant's election to transfer pursuant to Section (a)
                above as to a Plan Year may be made at any time during the
                ninety day period immediately following the close of such Plan
                Year by filing a written election with the Committee. The
                Committee shall direct the Trustee in writing to liquidate,
                including a specific direction as to the manner in which to
                liquidate, the shares of Common Stock as to which a Participant
                has made a transfer election and to transfer such cash proceeds
                to the other investment option or options elected as soon as
                administratively feasible and not later than the expiration of
                the 90 day period immediately following the close of the
                election period as to which the Participant's transfer election
                is made.


                                       49
<PAGE>

        (c)     The Committee may determine with respect to any Plan Year that
                in lieu of the investment diversification alternative required
                to be provided pursuant to Sections 12.10 (a) and (b), all
                Participants to whom the diversification election provided in
                Section 12.10(a) must be offered shall be given a 90 day
                election following the end of the Plan Year, with respect to the
                percentage of Common Stock specified in Section 12.10 (a), to
                have such stock distributed to him, or to have such stock sold
                and the proceeds distributed to him. The Committee shall direct
                the Trustee in writing, to liquidate, including a specific
                direction as to the manner in which to liquidate, the shares of
                Common Stock as to which a Participant has made a distribution
                election and to distribute such cash proceeds, or to distribute
                the shares of Common Stock, as applicable, as soon as
                administratively feasible following the end of the 90 day
                election period.

12.11   Voting and Tendering of Company Stock

        The Trustee shall vote each share of Common Stock held under the Plan.
        Each Participant shall be entitled to direct the Trustee as to the
        manner in which the voting rights attributable to the shares of Common
        Stock allocated to his Employer Accounts as of the relevant record date
        are to be exercised. The Trustee shall vote all shares of Common Stock
        as to which it receives timely voting instructions solely in accordance
        with such instructions, provided that the Trustee may vote the shares as
        it determines is reasonably necessary to fulfill its fiduciary duties
        under ERISA. If a Participant does not, with respect to any matter, give
        instructions concerning the voting of stock allocated to his Employer
        Accounts, the Trustee shall vote that Participant's Employer Accounts
        Common Stock in the same proportions as Common Stock for which
        instructions have been received, subject to its fiduciary duties under
        ERISA.

        Except as otherwise required by the fiduciary standards of ERISA Section
        404, the Trustee shall vote Common Stock held in the Stock Suspense
        Account in the same proportions as Common Stock that has been allocated
        to Participants' Employer Accounts.

                                   ARTICLE 13
                              TOP-HEAVY PROVISIONS

13.01   Top-Heavy

        The following provisions shall become effective in any Plan Year in
        which the Plan is determined to be a Top-Heavy Plan.

        (a)     The following terms when used in this Article 13 shall have the
                designated meaning unless a different meaning is plainly
                required by the context in which the term is used:

                (1)     "Key Employee" shall mean any individual who meets the
                        criteria of a Key


                                       50
<PAGE>

                        Employee as defined in Code Section 416(i)(1).

                (2)     "Determination Date" shall mean, with respect to any
                        Plan Year, the last day of the immediately preceding
                        Plan Year.

                (3)     "Permissive Aggregation Group" means any grouping of
                        plans of the Employer which includes the Required
                        Aggregation Group, plus any other plans of the Employer
                        that allow, when aggregated, the resulting group of
                        plans to meet the requirements of Code Sections
                        401(a)(4) and 410.

                (4)     "Required Aggregation Group" means each plan of the
                        Employer in which a Key Employee is a participant, and
                        each other plan of the Employer which enables any plan
                        in which a Key Employee participates to meet the
                        requirements of Code Sections 401(a)(4) or 410.

                (5)     "Non-Key Employee" shall mean any individual who is not
                        a Key Employee.

        (b)     The Plan will be considered a Top-Heavy Plan for the Plan Year,
                if, as of the last Determination Date:

                (1)     the aggregate of the Accounts of Participants who are
                        Key Employees exceeds 60% of the aggregate of the
                        accounts of all Participants (the "60% Test"), or

                (2)     the Plan is part of a Required Aggregation Group and the
                        Required Aggregation Group meets the requirements of
                        Section 13.01(b)(1).

        However, and notwithstanding the results of the 60% Test, the Plan shall
        not be considered a Top-Heavy Plan for any Plan Year in which the Plan
        is a part of a Required or Permissive Aggregation Group which is not
        top-heavy. Distributions made with respect to Employees within the
        five-year period ending on the Determination Date shall be included for
        purposes of making the 60% Test. If any employee has not performed
        services for the Employer at any time during the five-year period ending
        on the Determination Date, any Account of such employee shall not be
        taken into account for purposes of the foregoing determination. If any
        Employee is a Non-Key Employee for any Plan Year, but was a Key Employee
        for any prior Plan Year, the Non-Key Employee's Account shall not be
        taken into account for purposes of the foregoing determination for any
        Plan Year following the last Plan Year for which the Employee was
        treated as a Key Employee.

        Solely for the purpose of determining if the Plan, or any other plan
        included in a required aggregation group of which this Plan is a part,
        is top-heavy (within the meaning of Code Section 416(g)) the accounts of
        an Employee other than a Key Employee shall be determined under (1) the
        method, if any, that uniformly applies for accrual purposes under all
        plans


                                       51
<PAGE>

        maintained by the Employer, or (2) if there is no such method, as if
        such benefit accrued not more rapidly than the slowest accrual rate
        permitted under the fractional accrual rate of Code Section
        411(b)(1)(C). Rollover Contributions or transfers initiated by the
        Employee and made from another qualified plan within the meaning of Code
        Section 401(a) maintained by an employer (other than the Employer or an
        Affiliated Company), shall not be taken into account with respect to
        this Plan for purposes of determining whether this Plan is top-heavy (or
        whether any aggregation group which includes this Plan is top-heavy).

        (c)     The minimum annual contribution for a Non-Key Employee shall be
                equal to the lesser of:

                (1)     3% of his compensation (within the meaning of Code
                        Section 415), or

                (2)     the percentage at which contributions are made (or
                        required to be made) under the Plan, including Elective
                        Deferral Contributions, for the plan year for the Key
                        Employee for whom such percentage is the highest.

                Each Participant who is a Non-Key Employee and who is also a
                Participant in a defined benefit plan maintain by the Employer
                shall receive a minimum benefit accrual under the defined
                benefit plan to the extent provided therein, and, to the extent
                that the minimum benefits provided thereunder are not sufficient
                to satisfy the requirements of Code Section 416, shall receive a
                minimum contribution under this Plan. The minimum contribution
                under this Plan shall in no event be greater than that which is
                necessary, when combined with the benefits provided to the
                Participant under the defined benefit plan (including the
                minimum benefit provisions therein), to satisfy the requirements
                of Code Section 416.

        (d)     If the Plan is top-heavy for any Plan Year, a Participant's
                Account shall be vested in accordance with the following table.
                However, in no event shall the vested percentage of any
                Participant Account be less than that provided in Section 8.01
                of the Plan if the Plan were not top-heavy for such Plan Year.

                      Years of                                   Vested
                      Vesting Service                            Percentage

                      less than 2                                    0%
                      2 but less than 3                             20%
                      3 but less than 4                             40%
                      4 but less than 5                             60%
                      5 but less than 6                             80%
                      6 or more                                    100%

        (e)     If the Plan becomes a Top-Heavy Plan and subsequently ceases to
                be such, the vesting schedule in Section (d) of this Section
                13.01 shall continue to apply in


                                       52
<PAGE>

                determining the deferred vested benefit of any Participant who
                had a least three years of vesting service (five years of
                vesting service for Plan Years beginning before January 1, 1989)
                as of December 31 in the last Plan Year of top-heaviness. For
                other Participants, said schedule shall apply only to their
                Account balances as of such December 31.

13.02   Modification of Top-Heavy Rules

        Notwithstanding anything contained in this Plan to the contrary, for
        purposes of determining whether the plan is a top-heavy plan under
        section 416(g) of the Code for Plan Years beginning after December 31,
        2001, and whether the plan satisfies the minimum benefits requirements
        of section 416(c) of the Code for such years the following shall apply:


        (a)     Determination of top-heavy status.


                (1)     Key employee. Key employee means any employee or former
                        employee (including any deceased employee) who at any
                        time during the plan year that includes the
                        determination date was an officer of the employer having
                        annual compensation greater than $130,000 (as adjusted
                        under section 416(i)(1) of the Code for plan years
                        beginning after December 31, 2002), a 5-percent owner of
                        the employer, or a 1-percent owner of the employer
                        having annual compensation of more than $150,000. For
                        this purpose, annual compensation means compensation
                        within the meaning of section 415(c)(3) of the Code. The
                        determination of who is a key employee will be made in
                        accordance with section 416(i)(1) of the Code and the
                        applicable regulations and other guidance of general
                        applicability issued thereunder.

                (2)     Determination of present values and amounts. This
                        Section 13.02(a)(2) shall apply for purposes of
                        determining the present values of accrued benefits and
                        the amounts of account balances of employees as of the
                        determination date.

                (3)     Distributions during year ending on the determination
                        date. The present values of accrued benefits and the
                        amounts of account balances of an employee as of the
                        determination date shall be increased by the
                        distributions made with respect to the employee under
                        the plan and any plan aggregated with the plan under
                        section 416(g)(2) of the Code during the 1-year period
                        ending on the determination date. The preceding sentence
                        shall also apply to distributions under a terminated
                        plan which, had it not been


                                       53
<PAGE>

                        terminated, would have been aggregated with the plan
                        under section 416(g)(2)(A)(i) of the Code. In the case
                        of a distribution made for a reason other than
                        separation from service, death, or disability, this
                        provision shall be applied by substituting "5-year
                        period" for "1-year period."

                (4)     Employees not performing services during year ending on
                        the determination date. The accrued benefits and
                        accounts of any individual who has not performed
                        services for the employer during the 1-year period
                        ending on the determination date shall not be taken into
                        account.

        (b)     Minimum benefits.

                (1)     Matching contributions. Employer matching contributions
                        shall be taken into account for purposes of satisfying
                        the minimum contribution requirements of section
                        416(c)(2) of the Code and the plan. The preceding
                        sentence shall apply with respect to matching
                        contributions under the plan or, if the plan provides
                        that the minimum contribution requirement shall be met
                        in another plan, such other plan. Employer matching
                        contributions that are used to satisfy the minimum
                        contribution requirements shall be treated as matching
                        contributions for purposes of the actual contribution
                        percentage test and other requirements of section 401(m)
                        of the Code.

                (2)     Contributions under other plans. The employer may
                        provide in the adoption agreement that the minimum
                        benefit requirement shall be met in another plan
                        (including another plan that consists solely of a cash
                        or deferred arrangement which meets the requirements of
                        section 401(k)(12) of the Code and matching
                        contributions with respect to which the requirements of
                        section 401(m)(11) of the Code are met.

                                   ARTICLE 14
                               PLAN ADMINISTRATION

14.01   Committee

        The day-to-day operations of the Plan are administered by one or more
        persons appointed by the Board of Directors, who are referred to in this
        Plan as the "Committee". The Board may remove any member of the
        Committee at any time with or without cause. The Board will fill


                                       54
<PAGE>

        vacancies in the Committee as soon as is reasonably possible after the
        vacancy occurs. Until a new appointment is made, the remaining member or
        members of the Committee have full authority to act. The Board is
        responsible for transmitting to the Trustee the names and authorized
        signatures of the members of the Committee and, as changes take place in
        membership, the names and signatures of new members. Any member of the
        Committee may resign by delivering his written resignation to the Board,
        the Trustee and the Committee. Any such resignation becomes effective
        upon its receipt by the Board or on such other date as is agreed to by
        the Board and the resigning member. The Committee acts by a majority of
        its members at the time in office, and such action may be taken either
        by vote at a meeting or by consent in writing without a meeting. The
        Committee may adopt such rules and appoint such subcommittees as it
        deems desirable for the conduct of its affairs and the administration of
        the Plan.

14.02   Powers of the Committee

        In carrying out its duties with respect to the general administration of
        the Plan, the Committee has, in addition to any other powers conferred
        by the Plan or by law, the following powers:

        (a)     to determine all questions relating to eligibility to
                participate in the Plan;

        (b)     to compute and certify to the Trustee the amount and kind of
                distributions payable to Participants and their Beneficiaries;

        (c)     to maintain all records necessary for the administration of the
                Plan except for those maintained by the Company or Trustee;

        (d)     to interpret the provisions of the Plan and to make and publish
                such rules for the administration of the Plan not inconsistent
                with the terms thereof;

        (e)     to establish and modify the method of accounting for the Plan or
                the Trust;

        (f)     to employ counsel, accountants and other consultants to aid in
                exercising its powers and carrying out its duties hereunder;

        (g)     to appoint, at the direction of the Company, an Investment
                Manager (as defined in ERISA Section 3(38)), who shall have
                responsibility for investment of the Trust Fund; and


                                       55
<PAGE>

        (h)     to perform any other acts necessary and proper for the
                administration of the Plan, except such acts that are to be
                performed by the Company or the Trustee.

14.03   Indemnification of Members of the Committee.

        The Company agrees to indemnify and hold harmless each member of the
        Committee against any and all expenses and liabilities arising out of
        his action or failure to act in such capacity, excepting only expenses
        and liabilities arising out of his own willful misconduct or gross
        negligence. This right of indemnification is in addition to any other
        rights to which any member of the Committee may be entitled.

14.04   Liabilities for which Members of the Committee are Indemnified

        Liabilities and expenses against which a member of the Committee is
        indemnified hereunder include, without limitation, the amount of any
        settlement or judgment, costs, counsel fees and related charges
        reasonably incurred in connection with a claim asserted or a proceeding
        brought against him or her or the settlement thereof.

14.05   Company's Right to Settle Claims

        The Company may, at its own expense, settle any claim asserted or
        proceeding brought against any member of the Committee when such
        settlement appears to be in the best interests of the Company.

14.06   Fiduciary Liability Insurance

        If the Company obtains fiduciary liability insurance to protect the
        Committee, the provisions of this Section 14.6 will apply only to the
        extent that such insurance coverage is not sufficient.

14.07   Designation of Members of the Committee as Named Fiduciaries

        The members of the Committee are hereby designated as "named
        fiduciaries", within the meaning of section 402(a) of ERISA, with
        respect to the operation and administration of the


                                       56
<PAGE>

        Plan and are, except to the extent provided by Section 14.8, jointly
        responsible for administering the Plan in accordance with its terms.

14.08   Procedures for Allocating or Delegating Fiduciary Responsibilities

        The Committee may establish procedures for (a) the allocation of
        fiduciary responsibilities (other than "trustee responsibilities" as
        defined in section 405(c) of ERISA) under the Plan among its members,
        and (b) the designation of persons other than named fiduciaries to carry
        out fiduciary responsibilities (other than trustee responsibilities)
        under the Plan.

        If any fiduciary responsibility is allocated or delegated to any person,
        no named fiduciary is liable for any act or omission of such person,
        except as provided in section 405(c) of ERISA.

        The Company shall be empowered to appoint and remove the Trustee and
        Committee from time to time as it deems necessary for the proper
        administration of the Plan to assure that the Plan is being operated for
        the exclusive benefit of the Participants and their Beneficiaries in
        accordance with the terms of the Plan, the Code, and the Act.

14.09   Filing of Claim

        If a dispute arises between the Committee and a Participant or
        Beneficiary over the amount of benefits payable under the Plan, the
        Participant or Beneficiary may file a claim for benefits by notifying
        the Committee in writing of his claim. Such notification may be in any
        form adequate to give reasonable notice to the Committee, must set forth
        the basis of the claim and must authorize the Committee to conduct such
        investigations as may be necessary to determine the validity of the
        claim and to take such steps as may be necessary to facilitate the
        payment of any benefits to which the claimant may be entitled under the
        Plan.

14.10   Time for Initial Decision

        The Committee is required to decide whether to grant a claim within 90
        days after the date on which the claim is filed, unless special
        circumstances require a longer period for adjudication and the claimant
        is notified in writing of the reasons for an extension of time. No
        extensions, however, are permitted beyond 90 days after the date on
        which the claimant received notice of the extension of time from the
        Committee. If the Committee fails to notify


                                       57
<PAGE>

        the claimant of its decision to grant or deny the claim within the time
        specified by this Section, the claim will be deemed to have been denied,
        and the review procedure described in Section 14.12 will become
        available to the claimant.

14.11   Notice of Denial

        Whenever a claim for benefits is denied, written notice prepared in a
        manner calculated to be understood by the claimant, will be provided to
        him, setting forth the specific reasons for the denial and explaining
        the procedure for reconsideration of the decision made by the Committee.
        If the denial is based upon submission of information insufficient to
        support a decision, the Committee will specify the information necessary
        to perfect the claim and its reasons for requiring such additional
        information.

14.12   Manner of Reconsideration

        Any claimant whose claim is denied may, within 60 days after his receipt
        of written notice of denial, request in writing a reconsideration of its
        decision by the Committee. The claimant or his representative may
        examine any Plan documents relevant to his claim and may submit issues
        and comments in writing.

14.13   Time for Reconsideration

        The Committee is required to review and reconsider its decision within
        60 days after its receipt of the claimant's written request, unless
        special circumstances require a longer period for adjudication and the
        claimant is notified in writing of the reasons for an extension of time.
        A decision must, however, be made no later than 120 days after the
        Committee's receipt of the claimant's written request. If the Committee
        fails to notify the claimant of its decision within the time specified
        by this Section, the claim will be deemed to have been denied on
        reconsideration.

14.14   Notice of Adverse Decision on Reconsideration

        The Committee's decision to deny a claimant's request for
        reconsideration must be in writing, must state specifically the reasons
        for the decision, must be written in a manner calculated to be
        understood by the claimant and must make specific reference to the
        pertinent Plan provisions upon which it is based.


                                       58
<PAGE>

14.15   Expenses of the Committee

        The members of the Committee serve without compensation for services as
        such. All expenses of the Committee are paid out of the Trust Fund,
        unless paid by the Employers. Expenses payable from the Trust include
        any expenses incidental to the functioning of the Committee, including,
        but not limited to, fees of legal counsel, accountants and other
        specialists.

14.16   Conduct of Committee Business

        The Committee may select one of its members as secretary to keep minutes
        of its proceedings and to have custody of all data, records and
        documents pertaining to the administration of the Plan. The Committee
        may authorize one or more of its members to execute any document or
        documents on behalf of the Committee, in which event the Committee must
        notify the Trustee in writing of such action and the name or names of
        those designated. The Trustee thereafter may accept and rely
        conclusively upon any direction or document executed by such member or
        members as representing action by the Committee until such time as the
        Committee files with the Trustee a written revocation of the
        designation.

14.17   Agent for Service of Process

        The Committee is hereby designated as the agent for service of process
        in any action brought against the Plan or Trust.

                                   ARTICLE 15
                            AMENDMENT AND TERMINATION

15.01   Right to Amend

        The Company intends for the Plan to be permanent so long as the Company
        exists; however, it reserves (through action of either the Committee or
        the Board) the right to modify, alter, or amend this Plan or the Trust
        Agreement, from time to time, to any extent that it may deem advisable,
        including, but not limited to any amendment deemed necessary to insure
        the continued qualification of the Plan under Code Sections 401(a) and
        401(k) or to insure compliance with ERISA; provided, however, that the
        Company shall not have the authority to amend this Agreement in any
        manner which will:

        (a)     Permit any part of the Trust Fund (other than such part as is
                required to pay taxes and administrative expenses) to be used
                for or diverted to purposes other than for the exclusive benefit
                of the Participant or their Beneficiaries;


                                       59
<PAGE>

        (b)     Cause or permit any portion of the Trust Fund to revert to or
                become the property of the Employer;

        (c)     Change the duties, liabilities, or responsibilities of the
                Trustee without its prior written consent.

15.02   Termination and Discontinuance of Contributions

        The Company (through action of either the Committee or the Board) shall
        have the right at any time and for any reason to terminate this Plan
        (hereinafter referred to as "Plan Termination"). Upon Plan Termination,
        the Committee shall direct the Trustee with reference to the disposition
        of the Trust Fund, after payment of any expenses properly chargeable
        against the Trust Fund. The Trustee shall distribute all amounts held in
        Trust to the Participants and others entitled to distributions based on
        each Participant's Account balance in the Plan. In the event that this
        Plan is partially terminated, then the provisions of this Section 15.02
        shall apply, but solely with respect to the Employees Participating
        Employer and shall not affect the sponsorship of the Plan by the Company
        or any other Participating Employer.

        In the event the Plan is terminated, partially terminated or Employer
        Contributions discontinued, the Employer Account shall be fully vested
        in the Participants. Any distribution after termination of the Plan may
        be made at any time, and from time to time, in whole or in part to the
        extent that no discrimination in value results, in cash, in securities
        or other assets in kind, or in annuity contracts (other than life
        annuity contracts), if applicable, as the Committee in its discretion
        may determine, or, if there shall be no Committee, as the Company in its
        discretion may determine. In making such distribution any and all
        determinations, divisions, appraisals, apportionments and allotments so
        made shall be final and conclusive.

15.03   Supplements

        In adopting the Plan or at any time thereafter, an Employer may adopt a
        Supplement that modifies or adds to the Plan. Any Supplement shall be
        effective only if approved by the Board. Upon its effective date, any
        Supplement shall be deemed incorporated by reference into the Plan as
        adopted by such Employer.

15.04   Merger of the Plan

        In the event of any merger or consolidation of the Plan with or transfer
        in whole or in part of the assets and liabilities of the Trust or
        another trust fund held hereunder to any other plan of deferred
        compensation maintained or to be established for the benefit of some or
        all of the Participants of this Plan, the assets of the Trust applicable
        to such Participants shall be transferred to the other trust fund only
        if:


                                       60
<PAGE>

        (a)     Each Participant would (if either this Plan or the other plan
                then terminated) receive a benefit immediately after the merger,
                consolidation or transfer which is equal to or greater than the
                benefit, which he would have been entitled to receive
                immediately before the merger, consolidation or transfer (if
                this Plan had been terminated);

        (b)     Resolutions of the Boards of Directors of all Employers under
                this Plan and of any new or successor employer of the affected
                Participants shall authorize such transfer of assets; and

        (c)     Such other plan is qualified under Code Section 401(a) and the
                related trust is exempt from tax under Code Section 501(a).

                                   ARTICLE 16
                             PARTICIPATING EMPLOYERS

16.01 Participation by Participating Employers

        A Participating Employer may adopt this Plan by a properly executed
        document evidencing such adoption, with the consent of the Board. Each
        Participating Employer delegates all fiduciary and administrative
        responsibilities (including the appointment and removal of fiduciaries)
        allocated under the Plan to the Company, the Committee and other
        fiduciaries of the Plan. Provided, however, that this delegation of
        fiduciary and administrative responsibilities may be altered by
        agreement between the Company and a Participating Employer.

        All Participating Employers shall be listed in Appendix A to the Plan.

16.02   Withdrawal of Participating Employers

        Any Participating Employer (including a present or past Employer) may
        discontinue or revoke its participation in the Plan at any time without
        affecting the other Employees in the Plan by delivering to the Committee
        a copy of resolutions to such effect. The Committee may, in its absolute
        discretion, terminate the participation in the Plan of any Participating
        Employer (including a present or past Affiliated Employer) at any time
        such Employer fails to discharge its obligations under the Plan.

        After any discontinuance of participation, the Trustee shall transfer,
        deliver and assign contracts and any other Trust Fund assets allocable
        to the Participants of such Participating Employer to such new Trustee
        as shall have been designated by such Participating Employer, in the
        event that it has established a separate qualified plan for its
        Employees; provided, however, that no such transfer shall be made if the
        result is the elimination or reduction of any


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<PAGE>

        benefits protected under Code section 411(d)(6). If no successor trustee
        is designated, the Trustee shall retain such assets for the Employees of
        said Participating Employer pursuant to the provisions of the Trust. In
        no event shall any part of the corpus or income of the Trust Fund as it
        relates to such Participating Employer be used for or diverted to
        purposes other than for the exclusive benefit of the Employees of such
        Participating Employer.

16.03   Requirements of Participating Employers

        Each Participating Employer shall be required to use the Trustee as
        provided in this Plan. The Trustee may, but is not required to,
        commingle, hold and invest as one Trust Fund all contributions made by
        Participating Employers, as well as all increments thereof. However, the
        assets of the Plan shall, on an ongoing basis, be available to pay
        benefits to all Participants and Beneficiaries under the Plan without
        regard to the Employer who contributed such assets.

16.04   Transfers between Participating Employers

        If a Participant is transferred to or from a Participating Employer,
        this transfer shall not affect the Participant's rights under the Plan,
        and all amounts credited to such Participant's Accounts, as well as his
        accumulated service for eligibility and vesting, shall continue to his
        credit. An Employee transferred between Participating Employers shall be
        credited with all accumulated service for eligibility and vesting. No
        such transfer shall be considered a termination of employment hereunder,
        and the Participating Employer to which the Employee is transferred
        shall be obligated to the Employee under the Plan in the same manner as
        was the Participating Employer from whom the Employee was transferred.

16.05   Participating Employer Contributions

        All contributions made by a Participating Employer, as provided for in
        this Plan, shall be determined separately by each Participating
        Employer, and shall be allocated only among the Participants eligible to
        a share of the contributions of the Employer or Participating Employer
        making the contribution. On the basis of the information furnished by
        each Participating Employer, the Committee shall keep separate books and
        records concerning the affairs of each Participating Employer hereunder
        and as to the accounts and credits of the Employees of each
        Participating Employer.

                                   ARTICLE 17
                                  MISCELLANEOUS

17.01   Laws of Florida to Apply


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<PAGE>

        Except to the extent superseded by ERISA, all questions pertaining to
        the validity, construction, and operation of the Plan shall be
        determined in accordance with the laws of the State of Florida.

17.02   Protected Benefits

        Early retirement benefits, retirement-type subsidies, or optional forms
        of benefits protected under Code Section 411(d)(6) ("Protected
        Benefits") shall not be reduced or eliminated with respect to benefits
        accrued under such Protected Benefits unless such reduction or
        elimination is permitted under the Code, authority issued by the
        Internal Revenue Service, or judicial authority.

17.03   Credit for Qualified Military Service

        Notwithstanding any provision of this Plan to the contrary, effective as
        required by USERRA (i.e., December 12, 1994), contributions, benefits
        and service credit with respect to qualified military service will be
        provided in accordance with Code section 414(u).

17.04   No Rights under the Plan except as Set Forth Herein

        Nothing in this Plan, express or implied, is intended to confer upon or
        give to any person, firm, association, or corporation, other than the
        parties hereto and their successors in interest, any right, remedy, or
        claim under or by reason of this Plan or any covenant, condition, or
        stipulation hereof, and all covenants, conditions and stipulations in
        this Plan, by or on behalf of any party, are for the sole and exclusive
        benefit of the parties hereto.

17.05   Undefined Terms

        Unless the context clearly requires another meaning, any term not
        specifically defined in this Plan is used in the sense given to it by
        ERISA and the Code.

17.06   Number and Gender

        When appropriate the singular as used in this Plan shall include the
        plural and vice versa; and the masculine shall include the feminine.

        IN WITNESS WHEREOF, HEICO Corporation has caused this instrument,
        approved as of the 17TH day of December 2001, to be executed by its duly
        authorized officer.


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<PAGE>

                                                     HEICO CORPORATION


                                                     By: _______________________

                                                     Title: ____________________


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<PAGE>

                                   APPENDIX A
                         PARTICIPATING EMPLOYERS IN THE
                        HEICO SAVINGS AND INVESTMENT PLAN


Participating Employer                   EIN                   Effective Date

HEICO Corporation                        65-0341002            January 1, 1985
Jet Avion Corporation                    59-2699111            July 1, 1985
LPI Industries, Corporation              65-0054782            April 1, 1989
HEICO Aerospace Corporation              59-0791770            April 27, 1993
Aircraft Technologies, Inc               65-0233725            October 1, 1998
Radiant Power Corporation                65-0892651            February 1, 1999
McClain International, Inc.              58-0876596            October 1, 1998
Rogers-Dierks, Inc.                      58-2428936            October 1, 1999
Turbine Kinetics, Inc.                   65-0845883            October 1,1999
Air Radio & Instrument Corp.             65-0335132            October 1, 1999
Thermal Structures, Inc.                 95-3168207            August 1, 1999
Santa Barbara Infrared, Inc.             77-0111325            January 1, 2000
Northwings Accessories Corp.             65-0312802            January 1, 2000
Associated Composite, Inc.               65-0705168            January 1, 2000
Leader Tech, Inc.                        04-2667972            April 1, 2000
Future Aviation, Inc.                    65-1011336            April 1, 2001
Analog Modules, Inc.                     59-2074349            May 1, 2001
Avitech Engineering Corp.                65-1132101            January 1, 2002
Jetseal, Inc.                            91-1433851            January 1, 2002
Inertial Airline Services, Inc.          34-1823836            January 1, 2002


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<PAGE>

                                   APPENDIX B

                             PRIOR EMPLOYER ACCOUNTS


The term "Prior Employer Account" shall mean the Accounts established to hold
assets attributable to the following plans merged with or had assets transferred
to this Plan:

(1)     Air Radio & Instrument Corp. Profit Sharing Plan as in existence prior
        to its merger with and into this Plan as of June 30, 2000.

(2)     California Manufacturing Enterprises and Affiliates 401(k) Profit
        Sharing Plan as in existence prior to the transfer of assets into this
        Plan as of March 15, 2000.

(3)     Santa Barbara Infrared, Inc. 401(k) Profit Sharing Plan as in existence
        prior to its merger with and into this Plan as of December 31, 2001.


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<PAGE>

                                   APPENDIX C

           SPECIAL RULES FOR PARTICIPANTS WITH PRIOR EMPLOYER ACCOUNTS

The provisions of this Appendix C shall apply only in the case of each
Participant who has a Prior Employer Account and elects an annuity as a form of
distribution from the Plan. The following provisions of this Appendix C shall
apply notwithstanding any other provision of the Plan to the contrary:

(a) If the value of a Participant's vested account balance derived from employer
and employee contributions exceeds (or at the time of any prior distribution
exceeded) $5,000, and the account balance is immediately distributable, the
Participant (or where the Participant has died, his Beneficiary) must consent to
any distribution of such account balance. The consent of the Participant shall
be obtained in writing within the 30-day period before distribution.

Notwithstanding the foregoing, the consent of the Participant shall not be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415. In addition, upon termination of the Plan, if the
Employer or any Affiliate does not maintain another defined contribution plan
(other than an employee stock ownership plan as defined in Code Section
4975(e)(7), the Participant's account balance will, without the Participant's
consent, be distributed to the Participant.

(b) If distributions are made in installments, then the amount of the
installment to be distributed each year must be at least an amount equal to the
quotient obtained by dividing the Participant's entire interest by the life
expectancy of the Participant or the joint and last survivor expectancy of the
Participant and his designated Beneficiary. Life expectancy and joint and last
survivor expectancy are computed by the use of the return multiples contained in
Treasury Regulations Section 1.72-9, Table V and VI or, in the case of payments
under a contract issued by an insurance company, by use of the life expectancy
tables of the insurance company. For purposes of this computation, a
Participant's life expectancy may be recalculated no more frequently than
annually, but the life expectancy of a nonspouse Beneficiary may not be
recalculated. If the Participant's spouse is not the designated Beneficiary, the
method of distribution selected must assure that at least 50% of the present
value of the amount available for distribution is paid within the life
expectancy of the Participant.

(c) If a distribution is made as a life annuity term certain, the annuity shall
provide equal monthly payments for the life of the Participant, with the
condition that if the Participant dies before he has received all the guaranteed
monthly payments, the Participant's designated Beneficiary shall receive monthly
payments in the same amount as the Participant until the total guaranteed
monthly payments have been made to the Participant and his Beneficiary combines.
Guaranteed monthly payments shall not extend beyond 20 years.

(d) Any annuity distributed from the Plan must be nontransferable. The terms of
any annuity contract purchased and distributed by the Plan to a Participant or
spouse shall comply with the


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<PAGE>

requirements of this Plan.

(e) The provisions of this paragraph (e) shall apply to any Participant who
elects to receive his Account Balance in the form of an annuity.

        (i) Qualified Joint and Survivor Annuity. Unless an optional form of
        benefit is selected pursuant to a qualified election within the 90-day
        period ending on the annuity starting date, the Account balance of a
        married Participant's who elects to receive an annuity will be paid in
        the form of a Qualified Joint and Survivor Annuity and the Account
        balance of an unmarried Participant who elects to receive an annuity
        will be paid in the form of a life annuity.

        (ii) Qualified Pre-Retirement Survivor Annuity. Unless an optional form
        of benefit has been selected within the election period pursuant to a
        qualified election, if a Participant dies before the annuity starting
        date, then the Participant's vested account balance shall be applied
        toward the purchase of an annuity for the life of the surviving spouse.
        The surviving spouse may elect to have such annuity distributed within a
        reasonable period after the Participant's death.

Definitions

        (A) "Election period." The period which begins on the first day of the
Plan Year in which the Participant attains age 35 and ends on the date of the
Participant's death. If a Participant separated from service prior to the first
day of the Plan Year in which age 35 is attained, with respect to the account
balance as of the date of separation, the election period shall begin on the
date of separation.

        (B) "Earliest retirement age." The earliest date on which, under the
Plan, the Participant could elect to receive retirement benefits.

        (C) "Qualified election." A waiver of a Qualified Joint and Survivor
Annuity or a Qualified Pre-Retirement Survivor Annuity. Any waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity shall not be effected unless: (1) the Participant's spouse consents in
writing to the election; (2) the election designates a specific beneficiary
including any class of beneficiaries or any contingent beneficiaries, which may
not be changed without spousal consent (or the souse expressly permits
designations by the Participant without any further spousal consent); (3) the
spouse's consent acknowledges the effect of the election; and (4) the spouse's
consent is witnessed by a Plan representative or notary public. Additionally, a
Participant's waiver of the Qualified Joint and Survivor Annuity shall no be
effective unless the election designates a form of benefit payment which may not
be changed without spousal consent (or the spouse expressly permits designations
by the Participant without any further spousal consent). If it is established to
the satisfaction of a Plan representative that there is no spouse or that the
spouse cannot be located, a waiver will be deemed a qualified election.

        Any consent by a spouse obtained under this provision (or establishment
that the consent of


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<PAGE>

a spouse may not be obtained) shall be effective only with respect to such
spouse. A consent that permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge that the spouse
has the right to limit consent to a specific beneficiary, and a specific form of
benefit where applicable, and that the spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time before the
commencement of benefits. The number of revocations shall not be limited. No
consent obtained under this provision shall be valid unless the Participant has
received notice as provided in Subsection (e) below.

        (D) "Qualified Pre-Retirement Survivor Annuity." A survivor annuity for
the life of the surviving spouse of the Participant which is the actuarial
equivalent of the vested Account Balance of the Participant.

        (E) "Qualified Pre-Retirement Survivor Annuity." A Survivor annuity for
the life of the surviving spouse of the Participant which is the actuarial
equivalent of the vested Account Balance of the Participant.

        (F) "Spouse (surviving spouse)." The spouse or surviving spouse of the
Participant, provided that a former spouse will be treated as the spouse or
surviving spouse and a current spouse will not be treated as the spouse or
surviving spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).

        (G) "Annuity starting date." The first day of the first period for which
an amount is paid as an annuity or any other form.

        (H) "Vested account balance." The aggregate value of the Participant's
vested account balances derived from employer and employee contributions
(including rollovers), whether vested before or upon death, including the
proceeds of insurance contracts, if any, on the Participant's life. The
provisions of this Section shall apply to a Participant who is vested in amounts
attributable to employer contributions, employee contributions (or both) at the
time of death or distribution.

Notice Requirements.

        (A) In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall no less than 30 days and no more than 90 days prior to the
annuity starting date provide each Participant a written explanation of: (1) the
terms and conditions of a Qualified Joint and Survivor Annuity; (2) the
Participant's right to make and the effect of an election to waive the Qualified
Joint and Survivor Annuity form of benefit; (3) the rights of Participant's
spouse; and (4) the right to make, and the effect of, a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity.

        (B) In the case of a Qualified Pre-Retirement Survivor Annuity as
described in paragraph (e)(ii), above, the Plan Administrator shall provide each
Participant within the applicable period for such Participant a written
explanation of the Qualified Pre-Retirement Survivor Annuity in


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<PAGE>

such terms and in such manner as would be comparable to the explanation provided
for meeting the requirements of paragraph (e)(i) applicable to a Qualified Joint
and Survivor Annuity.

        The applicable period for a Participant is whichever of the following
periods ends at last: (1) the period beginning with the first day of the Plan
Year in which the Participant attains age 32 and ending with the close to the
Plan Year preceding the Plan Year in which the Participant attains age 35; (2) a
reasonable period ending after the individual becomes a Participant; (3) a
reasonable period ending after (iv)(C) ceases to apply to the Participant; (4) a
reasonable period ending after this subsection first applies to the Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age 35.

        For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (2), (3) and (4) of the
preceding paragraph is the end of the two-year period beginning one year prior
to the date the applicable event occurs, and ending one year after that date. In
the case of a Participant who separates from service before the Plan Year in
which age 35 is attained, notice shall be provided within the two-year period
beginning one year prior to separation and ending one year after separation. Is
such a Participant thereafter returns to employment with the employer, the
applicable period of such Participant shall be redetermined.

        (C) Notwithstanding the other requirements of this paragraph (iv), the
respective notices prescribed by this paragraph (iv) need not be given to a
Participant if (1) the Plan "fully subsidizes" the costs of a Qualified Joint
and Survivor Annuity or Qualified Pre-Retirement Survivor Annuity, and (2) the
Plan does not allow the Participant to waive the Qualified Joint and Survivor
Annuity or Qualified Pre-Retirement Survivor Annuity and does not allow a
married Participant to designate a nonspouse beneficiary. For purposes of this
paragraph (iv)(C), a plan fully subsidizes the costs of a benefit if no increase
in cost, or decrease in benefits to the Participant may result from the
Participant's failure to elect another benefit.

(h) Distribution After Death of Participant. In the event of the death of a
Participant after installment payments have begun, but prior to completion of
such payments, the full amount of such unpaid benefits shall continue to be paid
in the form of the previously established installments except that the
Beneficiary may request that the remaining Account Balance be paid in a lump
sum.

        In the event of the death of the Participant prior to the start of any
payment of his Account Balance, distributions shall be made in the form and at
the time or times selected by the Beneficiary pursuant to this Appendix C.


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