ACME ELECTRIC CORPORATION
               SUPPLEMENTAL RETIREMENT PLAN TRUST


          THIS TRUST AGREEMENT, made and entered into as of the
30 day of March, 2000 by and between Acme Electric Corporation, a
corporation organized under the laws of the State of New York,
hereinafter referred to as the "Company," and John B. Drenning,
an individual with offices at One M&T Plaza, Suite 2000, Buffalo,
New York  14203-2391, hereinafter referred to as the "Trustee".

                        WITNESSETH THAT:

          (1)  The Company has entered into Supplemental
Executive Compensation Agreements (the "Agreements") to provide
supplemental retirement income and benefits for certain executive
employees of the Company ("Executives") as identified in Exhibit
A;

          (2)  The amount and timing of benefit payments (the
"Supplemental Benefits") to which Executive participants and, if
applicable, their surviving spouses (the "Trust Beneficiaries")
are or may become entitled are set forth in the Agreements;

          (3)  In the event of a Change of Control (as defined in
Section 11.5), the Trust Beneficiaries shall be limited to those
individuals who are Trust Beneficiaries at the time of the Change
of Control;

          (4)  The Company has established a trust fund to aid it
in accumulating the amounts necessary to satisfy its contractual
liability to pay Supplemental Benefits under the terms of the
Agreements;

          (5)  The Company is obliged to pay all Supplemental
Benefits from its general assets and the establishment of this
trust shall not reduce or otherwise affect the Company's
continuing liability to pay Supplemental Benefits from such
assets, except that the Company's liability shall be offset by
actual benefit payments made from this trust;

          (6)  The trust established by this Trust Agreement is
intended to be a "grantor trust" with the result that the corpus
and income of the trust be treated as assets and income of the
Company pursuant to Sections 671 through 679 of the Internal
Revenue Code of 1986, as amended (the "Code"); and

          (7)  The Company intends that the Trust Fund (as
hereinafter defined) shall at all times be subject to the claims
of its senior creditors and general unsecured creditors as herein
provided and that the Agreements not be deemed funded within the
meaning of the Employee Retirement Income Security Act of 1974,
as amended, solely by virtue of the existence of this Trust;

          NOW THEREFORE, in consideration of the mutual covenants
herein contained, the Company and the Trustee declare and agree
as follows:

1       SECTION 1.  Establishment and Title of the Trust

          1.1  The Company hereby establishes with the Trustee a
trust to be known as the Acme Electric Corporation Supplemental
Retirement Plan Trust (the "Trust") consisting of such sums of
money and other property acceptable to the Trustee as from time
to time shall be paid or delivered to the Trustee.  All such
money and other property, all investments and reinvestments made
therewith or proceeds thereof and all earnings and profits
thereon, that are not paid to the Company as provided in
Section 4.2 of this Trust Agreement, less all payments and
charges as authorized herein, are hereinafter referred to as the
"Trust Fund."  The Trust Fund shall be held by the Trustee IN
TRUST and shall be dealt with in accordance with the provisions
of this Trust Agreement.  The Trust Fund shall be held for the
exclusive purpose of reimbursing the Company for payments it
makes pursuant to the Agreements to Trust Beneficiaries or
providing direct payments to Trust Beneficiaries in accordance
with the provisions of this Trust Agreement and defraying
reasonable expenses of administration in accordance with the
provisions of this Trust Agreement until all such payments
required by this Trust Agreement have been made; provided,
however, that the Trust Fund shall at all times be subject to the
claims of the senior creditors and general unsecured creditors of
the Company as set forth in Section 8 of this Trust Agreement.

             SECTION 2.  Acceptance by the Trustee

          2.1  The Trustee accepts the Trust established under
this Trust Agreement on the terms and subject to the provisions
set forth herein, and he agrees to discharge and perform fully
and faithfully all of the duties and obligations imposed upon him
under this Trust Agreement.

             SECTION 3.  Limitation on Use of Funds

          3.1  Unless the Trust is terminated in accordance with
the provisions of Sections 6.5, 13.1, 13.2 or 13.3, no part of
the corpus of the Trust Fund shall be recoverable by the Company
or used for any purpose other than for the exclusive purpose of
providing payments to the Company to reimburse it for providing
payments to Trust Beneficiaries in accordance with the provisions
of Section 6.2 or directly to Trust Beneficiaries in accordance
with the provisions of Section 6.3 and defraying reasonable
expenses of administration in accordance with the provisions of
this Trust Agreement until all such payments required by this
Trust Agreement have been made; provided, however, that
(i) nothing in this Section 3.1 shall be deemed to limit or
otherwise prevent the payment from the Trust Fund of expenses and
other charges as provided in Sections 9.1 and 9.2 and (ii) the
Trust Fund shall at all times be subject to the claims of the
senior creditors and general unsecured creditors of the Company
as set forth in Section 8 of this Trust Agreement.

          3.2  Without limiting the foregoing, no part of the
corpus of the Trust Fund may be loaned to the Company.

          SECTION 4.     Duties and Powers of the Trustee With
                    Respect to Investments

          4.1  The Trustee shall invest and reinvest the
principal and income of the Trust Fund and keep the Trust Fund
invested, without distinction between principal and income, in
such debt or equity securities as are permitted in accordance
with the Investment Guidelines which are, or when adopted shall
be, attached hereto as Exhibit B, as amended from time to time by
the Company.  The Trustee may rely on the Investment Guidelines
provided to him until he receives written notice to the contrary
from the Company.  Except as otherwise provided by applicable
law, the Trustee shall have no liability or responsibility for
the Investment Guidelines or the appropriateness thereof.  If at
any time no Investment Guidelines have been provided to the
Trustee, or if the Investment Guidelines provided to the Trustee
are revoked and new Investment Guidelines are not substituted
therefor, the Trustee shall invest the Trust Fund in such one or
more instruments consisting of U.S. Treasury Bills, Notes or
Bonds, U.S. Government Agency issues, notes and other fixed
income securities issued by State and local governments, time
deposits, certificates of deposit, commercial paper, bankers'
acceptances, repurchase agreements and pooled short-term
investment funds, as the Trustee in his sole discretion shall
determine; provided, however, that the investment of Company
assets in such investments is not prohibited by the terms of any
credit agreement to which the Company is a party.

          4.2  Unless directed otherwise by the Company, all net
income of the Trust Fund shall be added to, and used for the same
purposes as, the corpus of the Trust Fund.

    SECTION 5.  Additional Powers and Duties of the Trustee

          5.1  The Trustee shall have the powers conferred by
Section 11-1.1 of the New York Estates, Powers and Trusts Law, as
amended from time to time, and by other provisions of law, in
addition to any powers and authority granted by this Trust
Agreement, with respect to property constituting a part of the
Trust Fund.

          5.2  From time to time and subject to the restrictions
on amendments in Section 14.1(iii), the Company may substitute
new or revised Agreements or add additional executives to the
entitlements hereunder by delivering appropriate documents to the
Trustee.

              SECTION 6.  Payments by the Trustee

          6.1  The establishment of the Trust and the payment or
delivery to the Trustee of money or other property acceptable to
the Trustee shall not vest in any Trust Beneficiary any right,
title or interest in and to any assets of the Trust.

          6.2  The Trustee shall pay to the Company upon the
written request of the Company the amount of Supplemental
Benefits paid by the Company to Trust Beneficiaries.

          6.3  To the extent that the Company has not made a
payment of Supplemental Benefits in accordance with the
Agreements to Trust Beneficiaries, such Beneficiaries may provide
written notice to the Trustee and to the Company.  The Trustee
shall thereupon make direct payments of Supplemental Benefits to
the Trust Beneficiaries from the assets of the Trust, if and to
the extent such assets are available for distribution, in
accordance with the Agreements.  In the event that the Company
notifies the Trustee in writing that any Trust Beneficiary is not
entitled to receive a direct payment because the Company is
making payments of Supplemental Benefits to the Trust
Beneficiary, the Trustee shall suspend all payments to such Trust
Beneficiary until he receives written notification from the
Company or an order from a court of competent jurisdiction to
make direct payments to such Trust Beneficiary.  The Trustee
shall not make a payment to a Trust Beneficiary to the extent
that the amount of the payment required by such Agreement exceeds
the amount then held in the Trust.  In the event that a Trust
Beneficiary is deceased and the Agreement provides for a payment
to be made to such Trust Beneficiary on or after such Trust
Beneficiary's death, such payment shall be made to the legal
representative of such Trust Beneficiary's estate.

          6.4  If the Trust assets are not sufficient to make one
or more payments of Supplemental Benefits to a Trust Beneficiary
(or his or her estate) in accordance with the Agreement, the
Company shall make the balance of such payment when it falls due.

          6.5  Except as provided in Section 8 regarding payments
to Trust Beneficiaries if the Company is insolvent, but
notwithstanding any other provision of this Trust Agreement to
the contrary, if at any time (i) the Trust is finally determined
by the Internal Revenue Service (the "IRS") not to be a "grantor
trust," with the result that the income of the Trust Fund is not
treated as income of the Company pursuant to Sections 671 through
679 of the Code, (ii) a Federal tax is finally determined by the
IRS to be payable by the Trust Beneficiaries with respect to the
entire value of their interest under the Trust Fund prior to the
final distribution of the Trust assets to the Trust
Beneficiaries, or (iii) the Trustee receives an opinion of
counsel satisfactory to it to the effect that it is likely that
the IRS will determine that a tax will be payable by Trust
Beneficiaries as described in (ii) and it is likely that such
determination will be upheld, then the Trust shall immediately
terminate and the assets shall be liquidated and paid in a lump
cash sum as soon as practicable by the Trustee to the Company.
If the IRS determination referred to in (ii) or the opinion
referred to in (iii) applies to less than the entire value of the
Trust Fund for all Trust Beneficiaries, then that part of the
assets to which such determination or opinion relates shall be
liquidated and paid in a lump cash sum as soon as practicable by
the Trustee to the Company and the Trust shall continue in
effect.

          6.6  The Company shall remain primarily liable to pay
Supplemental Benefits under the Plan.  However, the Company's
liability under the Plan shall be reduced or offset to the extent
Supplemental Benefit payments are made from the Trust Fund.

          6.7  The Trustee shall deduct from each payment to a
Trust Beneficiary under this Trust Agreement any Federal, state
or local withholding or other taxes or charges which the Trustee
may be required to deduct under applicable law; provided,
however, that the Trustee shall be fully protected in relying
upon information provided by the Company as to state or local tax
withholding requirements.

                SECTION 7.  Funding of the Trust

          7.1  The Company, at its discretion, may from time to
time make contributions to the Trust Fund.

          7.2  Within sixty (60) days following a Change of
Control, the Company shall contribute to the Trust Fund an amount
equal to the amount that, when added to the Trust Fund, would
cause the Trust Fund to have sufficient assets to provide the
aggregate of the benefits described in the Agreements (determined
as of the date of the Change of Control (as defined in Section
11.5) and assuming that the Company terminated the Agreements on
such date.  Thereafter, the Company shall make annual
contributions within sixty (60) days following the end of the
calendar year in an amount equal to the above and determined by
substituting the last day of that calendar year for the date of
the Change of Control.  The amount to be contributed to the Trust
Fund by the Company following any Change of Control shall be
determined by the Company's actuary ("Actuary").  The Actuary
shall be such actuarial firm as, subject to any conditions on
removal provided in Section 11.6, as shall be designated by the
Company and as consented to by the Trust Beneficiaries.

          7.3  The Company shall make additional contributions to
the Trust Fund as and when required by the Trustee to fund the
payment of the expenses of the Trust, including the expenses for
compensation of the Trustee for his services and other expenses
described in Section 9.

          7.4  The Company may at any time or from time to time
make additional contributions to the Trust Fund to augment the
principal to be held, administered and disposed of by the Trustee
as provided by this Trust Agreement.

       SECTION 8.Trustee Responsibility Regarding Payments
               to Trust Beneficiaries If Company is Insolvent

                 8.1(a)  The Board of Directors and the chief
executive officer of the Company shall have the duty to inform
the Trustee in writing if the Company becomes Insolvent, as
hereinafter defined.  If the Trustee receives any written
certification signed under penalties of perjury by any person
other than the Board of Directors or the chief executive officer
of the Company that the Company has become Insolvent, the Company
shall be deemed to be Insolvent for purposes of this Section 8.
When the Trustee has been so informed by the Board of Directors
or the chief executive officer of the company, or has received
such certification from another person, the Trustee shall
immediately discontinue payments of Supplemental Benefits and
shall hold the assets of the Trust for the benefit of the
Company's senior creditors and general unsecured creditors.

          8.1(b)  The Company shall be considered "Insolvent" for
purposes of this Trust Agreement in the event of (a) the Company
is unable to pay its debts as they become due; (b) a general
assignment for the benefit of the Company's creditors; (c) the
voluntary commencement by the Company of any proceeding under
Title 11 of the United States Code or any other law of any
jurisdiction for the relief, liquidation or rehabilitation of
debtors (all of which proceedings are hereinafter collectively
referred to as "Insolvency Proceedings"); (d) the making of an
admission by the Company of any of the material allegations of or
consenting to or acquiescing in a petition, application, motion
or complaint commencing an Insolvency Proceeding or the seeking
by the Company of the appointment of, or the taking of possession
by, a receiver, custodian, trustee, liquidator or similar
official of or for a substantial part of its assets; (e) the
involuntary commencement of an Insolvency Proceeding against the
Company which is not fully stayed, timely controverted or
dismissed within one hundred twenty (120) days after the filing
thereof; or (f) the appointment of or taking of possession by a
receiver, custodian, trustee, liquidator or similar official of
or for the Company or of or for a substantial part of its assets.

          8.1(c)  Notwithstanding the foregoing provisions of
this Section 8.1, the Company shall be deemed to be no longer
Insolvent if the Trustee has received a copy of the Company's
most recent quarterly (unaudited) condensed balance sheet
("Quarterly Report"), or of its most recent annual (audited)
consolidated balance sheet ("Annual Report"), reporting that the
Company's total assets exceed its total liabilities as of the
date of such Quarterly or Annual Report.  The Company shall
deliver to the Trustee a copy of each Quarterly Report and Annual
Report within one business day after the date such report is
released to anyone not employed by, or affiliated with, the
Company.

          8.1(d)  Nothing in this Trust Agreement shall in any
way enlarge or diminish the rights of the Trust Beneficiaries in
the event the Company is Insolvent to pursue their rights as
general unsecured creditors of the Company with respect to their
Supplemental Benefits or otherwise.

          8.2  Whenever the Trustee has actual knowledge or has
determined that the Company is Insolvent, the Trustee shall
deliver any undistributed principal and income in the Trust Fund
to satisfy claims of the Company's senior creditors and general
unsecured creditors as directed by a court of competent
jurisdiction.

          8.3  If the Trustee discontinues payments as a result
of the Insolvency of the Company, such payments shall be resumed
only after the Trustee has determined that the Company is not
Insolvent (or is no longer Insolvent, assuming the Company had
been deemed to be Insolvent) or upon order of a court of
competent jurisdiction.  Upon such resumption, the first payment
of each Trust Beneficiary following such discontinuance shall
include the aggregate amount of all payments which would have
been made to such Trust Beneficiary in accordance with the
Agreements during the period of such discontinuance, less the
aggregate amount of payments of Supplemental Benefits made to
such Trust Beneficiary by the Company during any such period of
discontinuance.

          SECTION 9.  Taxes, Expenses and Compensation

          9.1  The Company shall from time to time pay taxes of
any and all kinds whatsoever which at any time are lawfully
levied or assessed upon or become payable in respect of the Trust
Fund, the income or any property forming a part thereof, or any
security transaction pertaining thereto.  To the extent that any
taxes levied or assessed upon the Trust Fund are not paid by the
Company, the Trustee shall pay such taxes out of the Trust Fund.
The Trustee shall if requested by the Company, or may, in his
discretion, contest the imposition of taxes in any manner deemed
appropriate by the Company or its counsel, but at Company
expense, and only if he has received an indemnity bond or other
security satisfactory to him to pay any such expenses.
Notwithstanding the foregoing, the Trustee shall not be obligated
to contest the imposition of tax unless he receives an opinion of
counsel, or of a certified public accounting firm of national
reputation, satisfactory to him to the effect that there is a
reasonable basis in law and fact for such contest.  In the
alternative, the Company may itself contest the validity of any
such taxes.

          9.2  The Company shall pay the Trustee such
compensation for his services as may be agreed upon in writing
from time to time by the Company and the Trustee.  The Company
shall also pay the reasonable expenses incurred by the Trustee in
the performance of his duties under this Trust Agreement,
including but not limited to brokerage commissions and fees of
counsel engaged by the Trustee pursuant to Section 9.1.  Such
compensation and expenses shall be charged against and paid from
the Trust Fund to the extent the Company does not pay such
compensation.

            SECTION 10.  Administration and Records

          10.1  The Trustee shall keep or cause to be kept
accurate and detailed accounts of any investments, receipts,
disbursements, and other transactions hereunder, and all such
accounts, books and records shall be open to inspections and
audit at all reasonable times by any person designated by the
Company.  All such accounts, books and records shall be preserved
(in original form, or on microfilm, magnetic tape or any other
similar process) for such period as the Trustee may determine,
but the Trustee may only destroy such accounts, books and records
after first notifying the Company in writing of his intention to
do so and transferring to the Company any of such accounts, books
and records requested.

          10.2  Within ninety (90) days after the close of each
calendar year, and within ninety (90) days after the removal or
resignation of the Trustee or the termination of the Trust, the
Trustee shall file with the Company a written account setting
forth all investments, receipts, disbursements and other
transactions affected by it during the preceding calendar year,
or during the period from the close of the preceding calendar
year to the date of such removal, resignation or termination,
including a description of all investments and securities
purchased and sold with the cost or net proceeds of such
purchases or sales and showing all cash, securities and other
property held at the end of such calendar year or other period.
Upon the expiration of ninety (90) days from the date of filing
such annual or other account, the Trustee shall to the maximum
extent permitted by applicable law be forever released and
discharged from all liability and accountability with respect to
the propriety of his acts and transactions shown in such account
except with respect to any such acts or transactions as to which
the Company shall within such 90 day period file with the Trustee
written objections.

          10.3  The Trustee shall from time to time permit an
independent public accountant selected by the Company (except one
to whom the Trustee has reasonable objection) to have access
during ordinary business hours to such records as may be
necessary to audit the Trustee's accounts.

          10.4  As of the last day of each calendar year, the
fair market value of the assets held in the Trust Fund shall be
determined.  Within ninety (90) days after the close of each
calendar year, the Trustee shall file with the Company the
written report of the determination of such fair market value of
the assets held in the Trust Fund.

          10.5  Nothing contained in this Trust Agreement shall
be construed as depriving the Trustee or the Company of the right
to have a judicial settlement of the Trustee's accounts, and upon
any proceeding for a judicial settlement of the Trustee's
accounts or for instructions the only necessary parties thereto
in addition to the Trustee shall be the Company and the Trust
Beneficiaries.

          10.6  In the event of the removal or resignation of the
Trustee, upon the payment of any unpaid fees and expenses and
after adequate provision has been made for liabilities of the
Trust, the Trustee shall deliver to the successor trustee all
records which shall be required by the successor trustee to
enable it to carry out the provisions of this Trust Agreement.

          10.7  In addition to any tax returns required of the
Trustee by law, the Trustee shall prepare and file such tax
reports and other returns as the Company and the Trustee may from
time to time agree.

     SECTION 11.    Removal or Resignation of the Trustee or the
                    Actuary and Designation of Successor Trustee
                    or Successor Actuary

          11.1  At any time the Company may remove the Trustee
with or without cause, upon at least sixty (60) days' notice in
writing to the Trustee.

          11.2  Trustee may resign at any time upon at least sixty
(60) days' notice in writing to the Company.

          11.3  In the event of such removal or resignation, the
Trustee shall duly file with the Company a written account as
provided in Section 10.2 for the period since the last previous
annual accounting, listing the investments of the Trust and any
uninvested cash balance thereof, and setting forth all receipts,
disbursements, distributions and other transactions respecting the
Trust not included in any previous account, and if written
objections to such account are not filed as provided in
Section 10.2, the Trustee shall to the maximum extent permitted by
applicable law be forever released and discharged from all
liability and accountability with respect to the propriety of its
acts and transactions shown in such account.

          11.4  Within sixty (60) days after any such notice of
removal or resignation of the Trustee, the Company shall
designate a successor trustee qualified to act hereunder;
provided, however, that if the Trustee resigns or is removed
following a Change of Control, the Company must obtain the prior
written consent of all of the Trust Beneficiaries to its
designation of a successor trustee.  In the event that the
Company fails to designate a successor trustee or to obtain prior
written consent of all of the Trust Beneficiaries (if the Trustee
was removed or resigned following a Change of Control), within
sixty (60) days after the Trustee's resignation or removal, the
Trustee shall select a successor trustee who, during such period
as it shall act as such, shall have the powers and duties herein
conferred upon the Trustee, and the word "Trustee" wherever used
herein, except where the context otherwise requires, shall be
deemed to include any successor trustee.  Upon designation of a
successor trustee and delivery to the resigned or removed Trustee
of written acceptance by the successor trustee of such
designation, such resigned or removed Trustee shall promptly
assign, transfer, deliver and pay over to such successor trustee,
in conformity with the requirements of applicable law, the funds
and properties in its control or possession then constituting the
Trust Fund.  In the event the Company selects a successor trustee
which meets the criteria set forth in this Section 11.4, it shall
not be liable for its selection.

          11.5  For purposes of this Trust Agreement, the term
"Change of Control" shall mean: (i) an acquisition of 35% or more
of the Company's stock, or merger or consolidation by or with
another entity or affiliated group; (ii) a tender offer or tender
offers for the Company's stock in which 35% or more of the
outstanding stock of the Company is tendered or purchased by a
single entity or affiliated group; (iii) a reclassification of
securities or recapitalization of the Company which directly or
indirectly, disproportionately increase or decreases the
outstanding shares of any class of equity securities of the
Company by 35% or more; (iv) a sale, lease, exchange, mortgage,
pledge, transfer or other disposition of substantially all the
assets of the Company approved by the Board of Directors; or (v)
a change in control shall be deemed to have occurred if at any
time less than 51% of the members of the Board of Director shall
be persons who were either nominated for election by the Board of
Directors or were elected by the Board of Directors.

          11.6  The Company may remove the Actuary and designate
a successor Actuary  with or without cause at any time; provided,
however, that if the Actuary is removed or resigns following a
Change of Control, the Company must obtain the prior written
consent of at least 75 percent of the Trust Beneficiaries to its
designation of a successor Actuary.  If the Company fails to
designate a successor Actuary or to obtain the prior written
consent of at least 75 percent of the Trust Beneficiaries (if the
Actuary is removed or resigns following a Change of Control),
within sixty (60) days after the Actuary's resignation or
removal, the Trustee shall select a successor Actuary pursuant to
this Section 11.6.

          SECTION 12.    Enforcement of Trust Agreement
                         and Legal Proceedings

          12.1  The Company shall have the right to enforce any
provision of this Trust Agreement, and any Trust Beneficiary
shall have the right as a beneficiary of the Trust, to enforce
any provision of this Trust Agreement that affects the right,
title and interest of such Trust Beneficiary in the Trust.  In
any action or proceedings affecting the Trust, the only necessary
parties shall be the Company, the Trustee and the Trust
Beneficiaries and, except as otherwise required by applicable
law, no other person shall be entitled to any notice or service
of process.  Any judgment entered in such an action or proceeding
shall to the maximum extent permitted by applicable law be
binding and conclusive on all persons having or claiming to have
any interest in the Trust.

          12.2 In the event that any dispute or difference
arising under or in connection with this Trust Agreement results
in arbitration or litigation, Company shall reimburse the Trust
Beneficiary for all reasonable Attorney's Fees and expenses if
the Trust Beneficiary prevails in such proceeding.

             SECTION 13.  Termination and Suspension

          13.1  Except as provided in Section 13.2, the Trust
shall terminate when all payments which have or may become
payable pursuant to the terms of the Trust have been made or the
Trust Fund has been exhausted, and all remaining assets shall
then be paid by Trustee to the Company.

          13.2  This Trust shall terminate if the Company and all
of the Trust Beneficiaries give the Trustee written notice of
termination.  Upon such termination, all remaining assets shall
then be paid by the Trustee to the Company.

                     SECTION 14.  Amendments

          14.1  The Company may from time to time amend or
modify, in whole or in part, any or all of the provisions of this
Trust Agreement with the written consent of the Trustee, but
without the consent of any Trust Beneficiary; provided, that (i)
Sections 1.1, 3.1, 12, 13 and 14 may not be amended; (ii) no such
amendment shall be permitted if, in the opinion of counsel to the
Company, such amendment would cause the Trust to cease to
constitute a grantor trust as described in Section 6.5; (iii) no
amendment may be made to the Agreements if it would reduce or
adversely affect the amount, or time for payment, of the
Supplemental Benefits of any Trust Beneficiary without the
consent of such Trust Beneficiary, unless it is due to an
arithmetic or computational mistake of fact, as determined by the
Company in its sole discretion and certified to the Trustee,
based on the provisions of the Agreements; and (iv) no amendment
may be made to this Trust Agreement following a Change of Control
without the written consent of all of the Trust Beneficiaries.

          14.2  The Company and the Trustee shall execute such
supplements to or amendments of, this Trust Agreement as shall be
necessary to give effect to any such amendment or modification.

                    SECTION 15.  Nonalienation

          15.1  Except insofar as applicable law may otherwise
require and subject to Sections 1.1, 3.1 and 8, (i) no amount
payable to or in respect of any Trust Beneficiary at any time
under the Trust shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind, and any attempt to
so alienate, sell, transfer, assign, pledge, attach, charge, or
otherwise encumber any such amount, whether presently or
thereafter payable, shall be void; and (ii) the Trust Fund shall
in no manner be liable for or subject to the debts or liabilities
of any Trust Beneficiary.

                   SECTION 16.  Communications

          16.1  Communications to the Company shall be addressed
to Acme Electric Corporation, 400 Quaker Road, East Aurora, New
York 14052, Attention: President; provided, however, that upon
the Company's written request, such communications shall be sent
to such other address as the Company may specify.

          16.2  Communications to the Trustee shall be addressed
to John B. Drenning, One M&T Plaza, Suite 2000, Buffalo, New York
14203-2391; provided, however, that upon the Trustee's written
request, such communications shall be sent to such other address
as the Trustee may specify.

          16.3  No communication shall be binding on the Trustee
until it is received by the Trustee and no communication shall be
binding on the Company until it is received by the Company.

          16.4  Any action of the Company pursuant to this Trust
Agreement, including all orders, requests, directions,
instructions, approvals and objections of the Company to the
Trustee, shall be in writing, signed on behalf of the Company by
any duly authorized officer of the Company.  Any action by a
Trust Beneficiary shall be in writing.  The Trustee may rely on,
and will be fully protected with respect to any such action taken
or omitted in reliance on any information, order, request,
direction, instruction, approval, objection, or list delivered to
the Trustee by the Company or, to the extent applicable under
this Trust Agreement, by a Trust Beneficiary.

              SECTION 17.  Miscellaneous Provisions

          17.1  This Trust Agreement shall be binding upon and
inure to the benefit of the Company and the Trustee and their
respective successors and assigns.

          17.2  The Trustee assumes no obligation or
responsibility with respect to any action required by this Trust
Agreement on the part of the Company.

          17.3(a)  The Company shall pay and shall protect,
indemnify and save harmless the Trustee and his employees and
agents from and against any and all losses, liabilities
(including liabilities for penalties), actions, suits, judgments,
demands, damages, reasonable costs and reasonable expenses
(including, without limitation, attorney's fees and expenses) of
any nature arising from or relating to any action or failure to
act by the Trustee, his employees and agents or the transactions
contemplated by this Trust Agreement, including, but not limited
to, any claim made by a Trust Beneficiary with respect to
payments made or to be made by the Trustee, any claim made by the
Company or its successor, whether pursuant to a sale of assets,
merger, consolidation, liquidation or otherwise, that this Trust
Agreement is invalid or ultra vires, except to the extent that
any such loss, liability, action, suit, judgment, demand, damage,
cost or expense is the result of the negligence or willful
misconduct of the Trustee, his employees or agents.

          17.3(b)  The Trustee will be under no duties
whatsoever, except such duties as are specifically set forth as
such in this Trust Agreement, and no implied covenant or
obligation will be read into this Trust Agreement against the
Trustee.  The Trustee will not be compelled to take any action
toward the execution or enforcement of the Trust or to prosecute
or defend any suit in respect thereof, unless indemnified to his
satisfaction against loss, reasonable cost, liability and
reasonable expense; and the Trustee will be under no liability or
obligation to anyone with respect to any failure on the part of
the Company or the Committee to perform any of their respective
obligations.

          17.4  Titles to the Sections of this Trust Agreement
are included for convenience only and shall not control the
meaning or interpretation of any provision of this Trust
Agreement.

          17.5  This Trust Agreement and the Trust established
hereunder shall be governed by and construed, enforced, and
administered in accordance with the laws of the State of New York
and the Trustee shall be liable to account only in the courts of
the State of New York.

          17.6  This Trust Agreement may be executed in any
number of counterparts, each of which shall be deemed to be the
original although the others are not produced.

          IN WITNESS WHEREOF, this amended and restated Trust
Agreement has been duly executed by the parties hereto as of the
day and year first above written.

                                   ACME ELECTRIC CORPORATION
WITNESS:

/s/ Maryann J. Graf                By:  /s/ Randall L. Clark



WITNESS:

/s/ Sonia M. Dolegala                   /s/ John B. Drenning
                                        ________________, as Trustee


                            EXHIBIT A

                            Executives


1.   Robert J.  McKenna

2.   Daniel Corwin



BFLODOCS:363697_1 (7SMP01)


                            EXHIBIT B

                      Investment Guidelines


          U.S. Treasury Bills, Notes or Bonds, U.S. Government
Agency issues, notes and other fixed income securities issued by
State and local governments, time deposits, certificates of
deposit, commercial paper, bankers' acceptances, repurchase
agreements and pooled short-term investment funds.

_______________________________
1Operator Auto #:

Level 2 = 1.

1.1 and (a) are automatic