DT INDUSTRIES, INC.
                      DIRECTORS' DEFERRED COMPENSATION PLAN


1.   Purpose. The purpose of the DT Industries  Directors' Deferred Compensation
     Plan (the "Plan") is to provide  non-employee  Directors of DT  Industries,
     Inc. (the  "Company")  the  opportunity  to defer  receipt of  compensation
     earned as a Director to a date following  termination of such service.  The
     provision  of  such an  opportunity  is  designed  to aid  the  Company  in
     attracting and retaining as members of its Board of Directors persons whose
     abilities,  experience  and judgement can  contribute to the Company's well
     being.

2.   Effective Date. The original effective date of the Plan is January 1, 1999.

3.   Eligibility.  Each  Director  of the Company who is not also an Employee of
     the Company or any related Company shall participate in the Plan.

4.   Deferred  Compensation  Account. A deferred  compensation  account shall be
     established for each Director who is a participant in the Plan.

5.   Amount of Deferral.  Each participant shall (effective  January 1, 1999) be
     required to defer  receipt of Ten  Thousand  Dollars  ($10,000)  of his/her
     annual  retainer fee for serving on the Board of Directors (the  "Mandatory
     Deferral"). In addition, a participant may elect to defer receipt of all or
     a specified part of any remaining  compensation  payable to the participant
     for serving on the Board of Directors or for serving on  committees  of the
     Board of  Directors  of the Company (the  "Elective  Deferral").  An amount
     equal to all deferred  compensation  will be credited to the  participants'
     deferred compensation account as the first business day of January,  April,
     July and October while this Plan is in effect (the "Payment Date").

6.   Deferred Compensation Account - Hypothetical Investment Options

     (a)  All  Mandatory  Deferrals  shall  be  credited  to  the  participant's
          deferred compensation  account,  converted into equivalent units of DT
          Industries, Inc. Common Stock ("Company Stock") and adjusted as if the
          compensation  deferred  had been  invested in Company  Stock as of the
          Payment Date,  until the date of final  payment  pursuant to Section 9
          hereof ("Company Stock Equivalent Units"). Elective Deferrals shall be
          credited  to  the  participant's  deferred  compensation  account  and
          converted into such  combination of Company Stock Equivalent Units and
          other  hypothetical  investment  alternatives  made  available  to the
          Company's   employees  under  its  401(k)  plan  as  selected  by  the
          participant from time to time.

     (b)  The number of Company  Stock  Equivalent  Units shall be determined by
          dividing the amount of the  compensation  to be converted into Company
          Stock  Equivalent  Units by the closing  price of the


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          Company  Stock on the  Payment  Date,  as  reported by the Wall Street
          Journal.

          The  number  of  Company  Stock   Equivalent   Units   included  in  a
          participant's  deferred  compensation  account, and the value of other
          hypothetical  investment  alternatives  selected  by the  participant,
          shall be adjusted to reflect  dividends  and the value of such account
          shall be adjusted to reflect  increases  or  decreases in market value
          which  would  have   resulted  had  funds  equal  to  the  balance  of
          participant's  deferred  compensation  account  had been  invested  in
          Company Stock or other hypothetical  investment  alternatives,  as the
          case may be.

     (c)  With  respect  to  Company  Stock   Equivalent  Units  in  a  deferred
          compensation  account,  the Company  shall credit such account on each
          dividend  payment date declared with respect to the Company's Stock, a
          number of Company Stock  Equivalent Units equal to: (i) the product of
          (y) the dividend per share of the Company's  Stock which is payable as
          of the dividend payment date,  multiplied by (z) the number of Company
          Stock  Equivalent  Units credited to such account as of the applicable
          dividend record date,  divided by (ii) the closing market price of the
          Company  Stock on the  dividend  payment  date as reported by the Wall
          Street  Journal.  Fractional  Company Stock  Equivalent  Units will be
          computed to three  decimal  places and shall be carried  forward,  and
          fractional dividend equivalent units shall be payable thereon.

7.   Time of Election of Deferral. Except as to Mandatory Deferrals, which shall
     at all times be held in Company Stock  Equivalent  Units, a participant may
     change  (i) the  amount of  compensation  deferred  and/or  (ii) the option
     elected under  Section 6 with respect to his/her  account and deferrals for
     subsequent years, once annually in December by completing forms provided by
     the Company for that  purpose.  Any such change shall  become  effective on
     January 1 of the following year. If a participant  elects to change his/her
     investment  options  available under Section 6, the  participant's  account
     shall be valued  as of  December  31 with that  value  being  entered  into
     his/her  account  under  the new  investment  options  as of the  following
     January 1 (except if such change is to Company Stock Equivalent  Units, the
     first trading day following such January 1 shall be used).

8.   Value of Deferred  Compensation  Account.  The value of each  participant's
     deferred   compensation   account  shall,  as  the  case  may  be,  include
     compensation  deferred,  any  adjustments  for dividends,  and increases or
     decreases  in the  market  value of  Company  Stock  and the  participant's
     hypothetical  investment  selections,  pursuant to the election  made under
     Section 6 or as otherwise  required  under the Plan.  If the Company  Stock
     does not trade on any date a calculation of Common Stock  Equivalent  Units
     is to be made under the Plan,  the next  preceding date on which such stock
     was traded shall be utilized.

9.   Payment  of  Deferred  Compensation.  Upon a  participant's  completion  of
     service as a member of the Board of Directors (the "Completion Date"), each
     participant  (or in  the  event  of  the  participant's  death,  the  named
     beneficiary  or


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     his/her  estate)  shall be  entitled  to  receive in cash in a lump sum the
     value of his/her deferred  compensation  account as of the Completion Date,
     unless such participant has elected,  pursuant to the provisions of Section
     10 below, to further defer payment of his/her deferred compensation account
     beyond such Completion Date. Company Stock Equivalent Units shall be valued
     at the closing market price of the Company's Stock on such date as reported
     by  the  Wall  Street   Journal.   No  withdrawal  may  be  made  from  the
     participant's  deferred  compensation account prior to the Completion Date.
     The value of a participant's  deferred  compensation account shall, subject
     to any further  election made pursuant to Section 10 below, be paid as soon
     as practicable following the Completion Date or death.

10.  Further Deferral  Election.  In addition to the deferral elections referred
     to above, a participant  may also elect (in the manner  provided for below)
     to continue to defer the receipt of his/her deferred  compensation  account
     beyond his/her  Completion  Date. The value of a  participant's  account on
     his/her  Completion  Date  may  be  deferred  for  up to 10  taxable  years
     following such  Completion  Date. If  installments  are elected,  the first
     installment  payment may be made  immediately at the Completion  Date or be
     deferred  for up to 10 taxable  years.  Installment  payments  will be made
     annually (in the manner  described  below) in  approximately  equal amounts
     (i.e. the balance of the account).  The minimum number of  installments  is
     two and the maximum number is 10 provided, however, that all payments shall
     be made within ten (10) years of the  Completion  Date. A  participant  may
     elect to defer up to 100% of the value of his/her account at the Completion
     Date;  or  any  percentage  increment  less  than  that.  All  deferred  or
     installment  payments shall be made in cash. The following additional rules
     shall apply:

     (a)  Immediate  Lump Sum  Payment.  The  participant  will receive the full
          value of his/her  account in the calendar month of his/her  Completion
          Date.

     (b)  Deferred Lump Sum Payment. The participant will receive the full value
          of his/her account on or about January 15 of the year he/she elects to
          receive payment in.

     (c)  Immediate  Commencement of Installments.  The participant will receive
          the first  installment  in the  calendar  month of his/her  Completion
          Date. All subsequent installments on or about January 15 of each year.

     (d)  Deferred  Commencement of  Installments.  The participant will receive
          the first and all  subsequent  installments  on or about January 15 of
          each year.

     (e)  In the event of death of a participant, the Company will make payments
          in full of the  balance  of an  account,  as soon as  administratively
          practical in a single lump sum payment to the  designated  beneficiary
          or his/her estate.

     (f)  In making  any  payment  due on or about  January  15,  the value of a
          participant's  account on the first trading day of such month shall be
          utilized.  Deferred  compensation account values shall be frozen as of
          the


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          Completion  Date.  An election by a  participant  to defer  payment or
          elect  installments of all or a part of his/her deferred  compensation
          account beyond the  Completion  Date must be made no later than twelve
          (12) months prior to such  Completion  Date.  Any such election may be
          revised or revoked up to twelve (12) months  prior to such  Completion
          Date;  after such time any  election  may not be revoked or  otherwise
          revised.

11.  Designation of  Beneficiary.  Each  participant  may, from time to time, by
     writing  filed with the  Secretary of the Company,  designate  any legal or
     natural  person  or  persons  (who  may  be  designated   contingently   or
     successively)  to whom payments of a  participant's  deferred  compensation
     account  are to be made if a  participant  dies  prior  to the  receipt  of
     payment of such account.  A beneficiary  designation will be effective only
     if the signed form is filed with the  Secretary  of the  Company  while the
     participant  is alive and will  cancel all  beneficiary  designation  forms
     filed  earlier.  If a  participant  fails to  designate  a  beneficiary  as
     provided  above,  or  if  all  designated   beneficiaries  die  before  the
     participant  or  before  complete  payment  of  the  deferred  compensation
     account, such account shall be paid to the estate of the last to die of the
     participant and designated  beneficiaries as soon as practicable after such
     death.

12.  Participant's  Rights  Unsecured.  The right of any  participant to receive
     payment  under  the  provisions  of the Plan  shall be an  unsecured  claim
     against the general assets of the Company,  and no provisions  contained in
     the Plan shall be construed to give any  participant  or beneficiary at any
     time a security interest in any deferred  compensation account or any other
     asset in trust  with the  Company  for the  benefit  of an  participant  or
     beneficiary.  The Company may insure the lives of  participants  to protect
     itself from inordinate costs in the operation of the Plan. The Company will
     select the  insurance  carrier  and will be the sole  applicant,  owner and
     beneficiary  of these  policies.  Furthermore,  the Company may establish a
     "rabbi trust" for the purpose of protecting benefit payments from the Plan.
     In such event, the trust will be the owner and beneficiary of any insurance
     policies covering the lives of participants.

13.  Statement of Account.  A statement will be sent to  participants as soon as
     practical  following  the end of each  fiscal  quarter  as to the  value of
     his/her  deferred  compensation  account as of the last day of such  fiscal
     quarter.

14.  Assignability. No right to receive payments hereunder shall be transferable
     or assignable by a participant or a  beneficiary,  except by will or by the
     laws of descent and distribution.

15.  Administration  of the Plan. the Plan shall be  administered by a Committee
     comprised of the employee members of the Company's Board of Directors.  The
     Committee  shall  act by vote  or  written  consent  of a  majority  of its
     members.


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16.  Amendment  or  Termination  of Plan.  This Plan at any time or from time to
     time be amended,  modified or  terminated  by the Board of Directors of the
     Company.  No amendment,  modification  or  termination  shall,  without the
     consent of a participant,  adversely affect such participant's  accruals in
     his deferred compensation accounts.

17.  Governing  Law.  This Plan shall be governed by and construed in accordance
     with the Laws of the State of Missouri.







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