HEICO CORPORATION                                                   Exhibit 10.1
Leadership Compensation Plan
Plan Document

                            EFFECTIVE OCTOBER 1, 2006

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Article 1 Definitions..........................................................1

Article 2 Selection, Enrollment, Eligibility...................................6
     2.1    Selection by Committee.............................................6
     2.2    Enrollment and Eligibility Requirements; Commencement of
            Participation......................................................6

Article 3 Deferral  Commitments/Company  Contribution  Amounts/ Company
          Matching Amounts/ Vesting/Crediting/Taxes............................7
     3.1    Minimum Deferrals..................................................7
     3.2    Maximum Deferral...................................................8
     3.3    Election to Defer; Effect of Election Form.........................8
     3.4    Withholding and Crediting of Annual Deferral Amounts...............9
     3.5    Company Contribution Amount.......................................10
     3.6    Company Matching Amount...........................................10
     3.7    Crediting of Amounts after Benefit Distribution...................10
     3.8    Vesting...........................................................10
     3.9    Crediting/Debiting of Account Balances............................12
     3.10   FICA and Other Taxes..............................................14

Article 4 Scheduled Distribution; Unforeseeable Emergencies...................14
     4.1    Scheduled Distribution............................................14
     4.2    Postponing Scheduled Distributions................................15
     4.3    Other Benefits Take Precedence Over Scheduled Distributions.......15
     4.4    Unforeseeable Emergencies.........................................15

Article 5 Change in Control Benefit...........................................16
     5.1    Change in Control Benefit.........................................16
     5.2    Payment of Change in Control Benefit..............................16

Article 6 Retirement Benefit..................................................17
     6.1    Retirement Benefit................................................17
     6.2    Payment of Retirement Benefit.....................................17

Article 7 Termination Benefit.................................................18
     7.1    Termination Benefit...............................................18
     7.2    Payment of Termination Benefit....................................18

Article 8 Disability Benefit..................................................18
     8.1    Disability Benefit................................................18
     8.2    Payment of Disability Benefit.....................................18

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

Article 9 Death Benefit.......................................................18
     9.1    Death Benefit.....................................................18
     9.2    Payment of Death Benefit..........................................18

Article 10 Beneficiary Designation............................................18
     10.1   Beneficiary.......................................................18
     10.2   Beneficiary Designation; Change; Spousal Consent..................18
     10.3   Acknowledgment....................................................19
     10.4   No Beneficiary Designation........................................19
     10.5   Doubt as to Beneficiary...........................................19
     10.6   Discharge of Obligations..........................................19

Article 11 Leave of Absence...................................................19
     11.1   Paid Leave of Absence.............................................19
     11.2   Unpaid Leave of Absence...........................................19
     11.3   Leaves Resulting in Separation from Service.......................20

Article 12 Termination of Plan, Amendment or Modification.....................20
     12.1   Termination of Plan...............................................20
     12.2   Amendment.........................................................21
     12.3   Plan Agreement....................................................21
     12.4   Effect of Payment.................................................21

Article 13 Administration.....................................................21
     13.1   Committee Duties..................................................21
     13.2   Administration Upon Change In Control.............................21
     13.3   Agents............................................................22
     13.4   Binding Effect of Decisions.......................................22
     13.5   Indemnity of Committee............................................22
     13.6   Employer Information..............................................22
     13.7   Receipts and Release..............................................22

Article 14 Other Benefits and Agreements......................................22
     14.1   Coordination with Other Benefits..................................22

Article 15 Claims Procedures..................................................23
     15.1   Presentation of Claim.............................................23
     15.2   Notification of Decision..........................................23
     15.3   Review of a Denied Claim..........................................23
     15.4   Decision on Review................................................24
     15.5   Legal Action......................................................24

Article 16 Trust..............................................................24
     16.1   Establishment of the Trust........................................24
     16.2   Interrelationship of the Plan and the Trust.......................24
     16.3   Distributions From the Trust......................................25

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

Article 17 Miscellaneous......................................................25
     17.1   Status of Plan....................................................25
     17.2   Unsecured General Creditor........................................25
     17.3   Employer's Liability..............................................25
     17.4   Nonassignability..................................................25
     17.5   Not a Contract of Employment......................................25
     17.6   Furnishing Information............................................26
     17.7   Terms.............................................................26
     17.8   Captions..........................................................26
     17.9   Governing Law.....................................................26
     17.10  Notice............................................................26
     17.11  Successors........................................................26
     17.12  Spouse's Interest.................................................26
     17.13  Validity..........................................................27
     17.14  Incompetent.......................................................27
     17.15  Court Order.......................................................27
     17.16  Distribution in the Event of Income Inclusion Under 409A..........27
     17.17  Deduction Limitation on Benefit Payments..........................27
     17.18  Insurance.........................................................28

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

                                     PURPOSE

         The purpose of this Plan is to provide specified  benefits to Directors
and a select group of management or highly compensated  Employees who contribute
materially to the continued  growth,  development and future business success of
HEICO Corporation,  a Florida  corporation,  and its subsidiaries,  if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.  This Plan is also  intended to comply with all  applicable
law,  including Code Section 409A and related Treasury guidance and Regulations,
and shall be operated and interpreted in accordance with this intention.

                                    ARTICLE 1
                                   DEFINITIONS

         For the purposes of this Plan,  unless otherwise  clearly apparent from
the context,  the following phrases or terms shall have the following  indicated
meanings:

1.1      "Account  Balance" shall mean, with respect to a Participant,  an entry
         on the records of the  Employer  equal to the sum of the  Participant's
         Annual Accounts.  The Account Balance shall be a bookkeeping entry only
         and  shall be  utilized  solely  as a device  for the  measurement  and
         determination of the amounts to be paid to a Participant, or his or her
         designated Beneficiary, pursuant to this Plan.

1.2      "Annual Account" shall mean, with respect to a Participant, an entry on
         the records of the Employer equal to the following amount:  (i) the sum
         of the  Participant's  Annual  Deferral  Amount,  Company  Contribution
         Amount and  Company  Matching  Amount for any one Plan Year,  plus (ii)
         amounts credited or debited to such amounts pursuant to this Plan, less
         (iii)  all  distributions  made  to  the  Participant  or  his  or  her
         Beneficiary pursuant to this Plan that relate to the Annual Account for
         such Plan Year.  The Annual  Account shall be a bookkeeping  entry only
         and  shall be  utilized  solely  as a device  for the  measurement  and
         determination of the amounts to be paid to a Participant, or his or her
         designated Beneficiary, pursuant to this Plan.

1.3      "Annual  Deferral  Amount"  shall mean that portion of a  Participant's
         Base Salary, Bonus, Commissions,  Director Fees and LTIP Amounts that a
         Participant  defers in accordance with Article 3 for any one Plan Year,
         without regard to whether such amounts are withheld and credited during
         such Plan Year. In the event of a Participant's Retirement, Disability,
         death or  Termination  of  Employment  prior to the end of a Plan Year,
         such year's Annual  Deferral Amount shall be the actual amount withheld
         prior to such event.

1.4      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: (i) for the first annual installment,  the
         vested  portion of each Annual  Account  shall be  calculated as of the
         close of business on or around the Participant's  Benefit  Distribution
         Date, as determined by the Committee in its sole  discretion,  and (ii)
         for  remaining  annual   installments,   the  vested  portion  of  each
         applicable  Annual Account shall be calculated on every  anniversary of
         such calculation date, as applicable.  Each annual installment shall be
         calculated by multiplying this balance by a fraction,  the numerator of
         which is one and the denominator of which is the remaining number of

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

         annual  payments  due to the  Participant.  By way of  example,  if the
         Participant  elects a ten (10) year  Annual  Installment  Method as the
         form of  Retirement  Benefit for an Annual  Account,  the first payment
         shall be 1/10 of the vested balance of such Annual Account,  calculated
         as described in this definition.  The following year, the payment shall
         be 1/9 of the vested  balance of such  Annual  Account,  calculated  as
         described in this definition.

1.5      "Base  Salary"  shall mean the annual  cash  compensation  relating  to
         services  performed during any calendar year,  excluding  distributions
         from nonqualified deferred  compensation plans,  bonuses,  commissions,
         overtime,   fringe  benefits,   stock  options,   relocation  expenses,
         incentive payments,  non-monetary awards, director fees and other fees,
         and  automobile  and  other   allowances  paid  to  a  Participant  for
         employment  services  rendered  (whether  or not  such  allowances  are
         included  in  the  Employee's  gross  income).  Base  Salary  shall  be
         calculated  before reduction for compensation  voluntarily  deferred or
         contributed   by  the   Participant   pursuant  to  all   qualified  or
         nonqualified  plans of any Employer and shall be  calculated to include
         amounts not otherwise included in the Participant's  gross income under
         Code  Sections  125,  402(e)(3),  402(h),  or 403(b)  pursuant to plans
         established by any Employer;  provided,  however, that all such amounts
         will be included in compensation only to the extent that had there been
         no such  plan,  the  amount  would  have  been  payable  in cash to the
         Employee.

1.6      "Beneficiary" shall mean one or more persons,  trusts, estates or other
         entities,  designated in accordance  with Article 10, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.7      "Beneficiary  Designation  Form" shall mean the form  established  from
         time to time by the Committee that a Participant  completes,  signs and
         returns to the Committee to designate one or more Beneficiaries.

1.8      "Benefit   Distribution   Date"   shall  mean  a  date  that   triggers
         distribution of a Participant's vested benefits. A Benefit Distribution
         Date for a Participant  shall be determined  upon the occurrence of any
         one of the following:

         (a)      If the Participant  Retires, the Benefit Distribution Date for
                  his or her vested Account Balance shall be the last day of the
                  six-month period  immediately  following the date on which the
                  Participant  Retires;  provided,  however,  in the  event  the
                  Participant changes the Retirement Benefit election for one or
                  more Annual Accounts in accordance  with Section  6.2(b),  the
                  Benefit  Distribution Date for such Annual Account(s) shall be
                  postponed in accordance with such section 6.2(b); or

         (b)      If the  Participant  experiences a Termination  of Employment,
                  the Benefit  Distribution  Date for his or her vested  Account
                  Balance  shall  be  the  last  day  of  the  six-month  period
                  immediately  following  the  date  on  which  the  Participant
                  experiences a Termination of Employment; or

         (c)      If the Participant dies prior to the complete  distribution of
                  his or her vested Account Balance,  the Participant's  Benefit
                  Distribution  Date shall be the date on which the

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

                  Committee is provided with proof that is  satisfactory  to the
                  Committee of the Participant's death; or

         (d)      If the Participant becomes Disabled, the Participant's Benefit
                  Distribution  Date shall be the date on which the  Participant
                  becomes Disabled; or

         (e)      If (i) a Change in Control  occurs prior to the  Participant's
                  Termination  of Employment,  Retirement,  death or Disability,
                  and (ii) the  Participant  has  elected to receive a Change in
                  Control  Benefit,  as set  forth in  Section  5.1  below,  the
                  Participant's  Benefit  Distribution Date shall be the date on
                  which  the  Company   experiences  a  Change  in  Control,  as
                  determined by the Committee in its sole discretion.

1.9      "Board" shall mean the board of directors of the Company.

1.10     "Bonus"  shall  mean any  compensation,  in  addition  to Base  Salary,
         Commissions  and LTIP  Amounts,  earned by a  Participant  for services
         rendered during a Plan Year, under any Employer's annual bonus and cash
         incentive plans.

1.11     "Change in Control" shall mean any "change in control event" as defined
         in accordance with Code Section 409A and related Treasury  guidance and
         Regulations.

1.12     "Change in Control Benefit" shall have the meaning set forth in Article
         5.

1.13     "Claimant" shall have the meaning set forth in Section 15.1.

1.14     "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as it may be
         amended from time to time.

1.15     "Commissions"  shall mean the cash commissions  earned by a Participant
         from any Employer for services  rendered during a Plan Year,  excluding
         Bonus, LTIP Amounts or other additional  incentives or awards earned by
         the Participant.

1.16     "Committee" shall mean the committee described in Article 13.

1.17     "Company" shall mean HEICO Corporation, a Florida corporation,  and any
         successor  to all or  substantially  all of  the  Company's  assets  or
         business.

1.18     "Company  Contribution  Amount" shall mean,  for any one Plan Year, the
         amount determined in accordance with Section 3.5.

1.19     "Company Matching Amount" shall mean, for any one Plan Year, the amount
         determined in accordance with Section 3.6.

1.20     "Death Benefit" shall mean the benefit set forth in Article 9.

1.21     "Director"  shall  mean any  member  of the board of  directors  of any
         Employer.

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

1.22     "Director  Fees" shall mean the annual  fees earned by a Director  from
         any  Employer,   including   retainer   fees  and  meetings   fees,  as
         compensation for serving on the board of directors.

1.23     "Disability" or "Disabled"  shall mean that a Participant is (i) unable
         to  engage  in  any  substantial  gainful  activity  by  reason  of any
         medically  determinable  physical  or  mental  impairment  which can be
         expected to result in death or can be expected to last for a continuous
         period of not less than 12 months,  or (ii) by reason of any  medically
         determinable  physical  or mental  impairment  which can be expected to
         result in death or can be expected to last for a  continuous  period of
         not less than 12 months,  receiving income  replacement  benefits for a
         period  of not less than 3 months  under an  accident  or  health  plan
         covering employees of the Participant's  Employer. For purposes of this
         Plan,  a  Participant  shall be deemed  Disabled  if  determined  to be
         totally  disabled  by  the  Social  Security   Administration,   or  if
         determined to be disabled in accordance with the applicable  disability
         insurance  program of such  Participant's  Employer,  provided that the
         definition  of  "disability"  applied under such  disability  insurance
         program complies with the requirements in the preceding sentence.

1.24     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.25     "Election Form" shall mean the form, which may be in electronic format,
         established  from  time  to time by the  Committee  that a  Participant
         completes, signs and returns to the Committee to make an election under
         the Plan.

1.26     "Employee" shall mean a person who is an employee of any Employer.

1.27     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.28     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.29     "First Plan Year" shall mean the period  beginning  October 1, 2006 and
         ending October 31, 2006.

1.30     "401(k) Plan" shall mean, with respect to an Employer, a plan qualified
         under Code Section 401(a) that contains a cash or deferral  arrangement
         described in Code Section 401(k), adopted by the Employer, as it may be
         amended from time to time, or any successor thereto.

1.31     "LTIP Amounts" shall mean any portion of the compensation  attributable
         to a Plan Year that is earned by a Participant as an Employee under any
         Employer's  long-term  incentive plan or any other long-term  incentive
         arrangement designated by the Committee.

1.32     "Participant"  shall mean any  Employee or Director (i) who is selected
         to  participate  in  the  Plan,  (ii)  who  submits  an  executed  Plan
         Agreement,  Election Form and Beneficiary  Designation  Form, which are
         accepted  by the  Committee,  and (iii)  whose Plan  Agreement  has not
         terminated.

1.33     "Plan" shall mean the HEICO Corporation Executive Retention Plan, which
         shall be evidenced by this  instrument and by each Plan  Agreement,  as
         they may be amended from time to time.

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

1.34     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time,  which is entered  into by and between an Employer  and a
         Participant.  Each Plan  Agreement  executed by a  Participant  and the
         Participant's  Employer  shall provide for the entire  benefit to which
         such Participant is entitled under the Plan;  should there be more than
         one Plan  Agreement,  the Plan  Agreement  bearing  the latest  date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such  entitlement.  The terms of any
         Plan  Agreement  may be  different  for any  Participant,  and any Plan
         Agreement may provide additional  benefits not set forth in the Plan or
         limit  the  benefits  otherwise  provided  under  the  Plan;  provided,
         however,  that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.35     "Plan  Year"  shall,  except  for the First  Plan  Year,  mean a period
         beginning on November 1 of each year and continuing  through October 31
         of the following year.

1.36     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, separation from service with all Employers for any reason
         other than death or Disability, as determined in accordance with Code
         Section 409A and related Treasury guidance and Regulations, on or after
         the earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with ten (10) Years of Service; and shall mean with
         respect to a Director who is not an Employee, separation from service
         as a Director with all Employers. Except as otherwise required to
         comply with Code Section 409A, if a Participant is both an Employee and
         a Director, Retirement shall occur when he or she Retires as an
         Employee (whether or not the Participant also terminates service as a
         Director).

1.37     "Retirement Benefit" shall mean the benefit set forth in Article 6.

1.38     "Scheduled  Distribution"  shall  mean the  distribution  set  forth in
         Section 4.1.

1.39     "Stock" shall mean HEICO  Corporation  common stock, $.01 par value, or
         any other equity securities designated by the Committee.

1.40     "Terminate  the  Plan",   "Termination   of  the  Plan"  shall  mean  a
         determination  by an Employer's  board of directors that (i) all of its
         Participants  shall no longer be eligible to  participate  in the Plan,
         (ii)  no  new  deferral   elections  for  such  Participants  shall  be
         permitted,  and (iii) such Participants  shall no longer be eligible to
         receive company contributions under this Plan.

1.41     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.42     "Termination of Employment" shall mean the separation from service with
         all Employers,  voluntarily or involuntarily, for any reason other than
         Retirement,  Disability or death, as determined in accordance with Code
         Section 409A and related Treasury  guidance and Regulations.  Except as
         otherwise  required to comply with Code Section  409A, if a Participant
         is both an Employee and a Director,  a Termination of Employment  shall
         occur upon the  termination  of service as an Employee  (whether or not
         the Participant also terminates service as a Director).

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

1.43     "Trust"  shall mean one or more  trusts  established  by the Company in
         accordance with Article 16.

1.44     "Unforeseeable Emergency" shall mean a severe financial hardship of the
         Participant or his or her Beneficiary  resulting from (i) an illness or
         accident  of the  Participant  or  Beneficiary,  the  Participant's  or
         Beneficiary's  spouse, or the Participant's or Beneficiary's  dependent
         (as defined in Code Section 152(a)),  (ii) a loss of the  Participant's
         or Beneficiary's  property due to casualty, or (iii) such other similar
         extraordinary  and unforeseeable  circumstances  arising as a result of
         events  beyond the  control  of the  Participant  or the  Participant's
         Beneficiary, all as determined in the sole discretion of the Committee.

1.45     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         The Committee shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      Selection by Committee.  Participation  in the Plan shall be limited to
         Directors and, as determined by the Committee in its sole discretion, a
         select group of management or highly compensated  Employees.  From that
         group,  the  Committee  shall  select,  in its sole  discretion,  those
         individuals who may actually participate in this Plan.

2.2      Enrollment and Eligibility Requirements; Commencement of Participation.

         (a)      As a condition  to  participation,  each  Director or selected
                  Employee who is eligible to  participate in the Plan effective
                  as of the first day of a Plan Year shall complete, execute and
                  return to the Committee a Plan Agreement, an Election Form and
                  a Beneficiary Designation Form, prior to the first day of such
                  Plan  Year,  or  such  other   earlier   deadline  as  may  be
                  established  by the  Committee  in  its  sole  discretion.  In
                  addition, the Committee shall establish from time to time such
                  other  enrollment  requirements as it determines,  in its sole
                  discretion,  are  necessary.  With  respect  to the First Plan
                  Year,  each Director or selected  Employee must complete these
                  requirements within thirty (30) days of the date on which such
                  Director or Employee  becomes  eligible to  participate in the
                  Plan. Except as provided in Section 2.2(b) below, with respect
                  to any Plan Year after the First Plan Year,  each  Director or
                  selected  Employee must complete these  requirements  prior to
                  the  first  day of  such  Plan  Year,  or such  other  earlier
                  deadline as may be  established  by the  Committee in its sole
                  discretion.

         (b)      A Director or selected  Employee who first becomes eligible to
                  participate  in this  Plan  after the first day of a Plan Year
                  must  complete,  execute  and return to the  Committee  a Plan
                  Agreement,  an Election  Form,  and a Beneficiary  Designation
                  Form  within  thirty  (30) days after he or she first  becomes
                  eligible  to  participate  in the Plan,  or within  such other
                  earlier  deadline as may be established  by the Committee,  in
                  its sole  discretion,  in

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

                  order to participate  for that Plan Year. In such event,  such
                  person's participation in this Plan shall not commence earlier
                  than the date determined by the Committee  pursuant to Section
                  2.2(c) and such person  shall not be  permitted to defer under
                  this Plan any portion of his or her Base Salary,  Bonus,  LTIP
                  Amounts,  Commissions  and/or Director Fees that are paid with
                  respect   to   services   performed   prior   to  his  or  her
                  participation   commencement   date,   except  to  the  extent
                  permissible  under  Code  Section  409A and  related  Treasury
                  guidance or Regulations.

         (c)      Each  Director  or  selected   Employee  who  is  eligible  to
                  participate  in the Plan shall commence  participation  in the
                  Plan on the date that the  Committee  determines,  in its sole
                  discretion,   that  the  Director  or  Employee  has  met  all
                  enrollment requirements set forth in this Plan and required by
                  the Committee,  including  returning all required documents to
                  the   Committee    within   the    specified    time   period.
                  Notwithstanding  the  foregoing,  the Committee  shall process
                  such    Participant's    deferral    election   as   soon   as
                  administratively  practicable  after such deferral election is
                  submitted to and accepted by the Committee.

         (d)      If a Director  or an Employee  fails to meet all  requirements
                  contained in this Section 2.2 within the period required, that
                  Director or Employee  shall not be eligible to  participate in
                  the Plan during such Plan Year.

                                    ARTICLE 3
               DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/
                COMPANY MATCHING AMOUNTS/ VESTING/CREDITING/TAXES

3.1      MINIMUM DEFERRALS.

         (a)      Annual Deferral Amount.  For each Plan Year, a Participant may
                  elect to defer,  as his or her Annual  Deferral  Amount,  Base
                  Salary, Bonus, Commissions,  LTIP Amounts and/or Director Fees
                  in the following minimum amounts for each deferral elected:

                              DEFERRAL                   MINIMUM AMOUNT
                  --------------------------------    -------------------
                  Base Salary, Bonus, Commissions
                  and/or LTIP Amounts                   $5,000 aggregate

                  Director Fees                               $0

                  If the Committee determines, in its sole discretion, prior to
                  the beginning of a Plan Year that a Participant has made an
                  election for less than the stated minimum amounts, or if no
                  election is made, the amount deferred shall be zero. If the
                  Committee determines, in its sole discretion, at any time
                  after the beginning of a Plan Year that a Participant has
                  deferred less than the stated minimum amounts for that Plan
                  Year, any amount credited to the Participant's applicable
                  Annual Account as the Annual Deferral Amount for that Plan
                  Year shall be distributed to the Participant within sixty (60)
                  days after the last day of the Plan Year in which the
                  Committee determination was made.

         (b)      Short  Plan  Year.   Notwithstanding   the  foregoing,   if  a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the First Plan Year of the

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

                  Plan itself,  the minimum Annual  Deferral  Amount shall be an
                  amount equal to the minimum set forth above,  multiplied  by a
                  fraction,  the  numerator  of which is the number of  complete
                  months remaining in the Plan Year and the denominator of which
                  is 12.

3.2      MAXIMUM DEFERRAL.

         (a)      Annual Deferral Amount.  For each Plan Year, a Participant may
                  elect to defer,  as his or her Annual  Deferral  Amount,  Base
                  Salary, Bonus, Commissions,  LTIP Amounts and/or Director Fees
                  up to the  following  maximum  percentages  for each  deferral
                  elected:

                  DEFERRAL                MAXIMUM PERCENTAGE
                  --------------------    ------------------
                  Base Salary                     100%
                  Bonus                           100%
                  Commissions                     100%
                  LTIP Amounts                    100%
                  Director Fees                   100%

         (b)      Short  Plan  Year.   Notwithstanding   the  foregoing,   if  a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the First Plan Year of the Plan
                  itself, the maximum Annual Deferral Amount shall be limited to
                  the amount of  compensation  not yet earned by the Participant
                  as of the date the  Participant  submits a Plan  Agreement and
                  Election Form to the Committee for  acceptance,  except to the
                  extent   permissible  under  Code  Section  409A  and  related
                  Treasury  guidance or Regulations.  For  compensation  that is
                  earned  based  upon  a  specified   performance   period,  the
                  Participant's  deferral  election will apply to the portion of
                  such  compensation  that is equal to (i) the  total  amount of
                  compensation for the performance period,  multiplied by (ii) a
                  fraction,  the  numerator  of  which  is the  number  of  days
                  remaining  in  the  service  period  after  the  Participant's
                  deferral election is made, and the denominator of which is the
                  total number of days in the performance period.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      First  Plan  Year.   In   connection   with  a   Participant's
                  commencement  of  participation  in the Plan, the  Participant
                  shall make an irrevocable  deferral election for the Plan Year
                  in which the Participant commences  participation in the Plan,
                  along  with  such  other  elections  as  the  Committee  deems
                  necessary or desirable  under the Plan. For these elections to
                  be valid,  the Election  Form must be completed  and signed by
                  the  Participant,   timely  delivered  to  the  Committee  (in
                  accordance  with  Section  2.2  above)  and  accepted  by  the
                  Committee.

         (b)      Subsequent  Plan  Years.  For each  succeeding  Plan  Year,  a
                  Participant   may   elect  to  defer   Base   Salary,   Bonus,
                  Commissions,  Director  Fees and LTIP  Amounts,  and make such
                  other  elections as the Committee deems necessary or desirable
                  under the Plan by timely delivering a new Election Form to the
                  Committee, in accordance with its rules and procedures, before
                  the  December  31st  preceding  the Plan  Year in  which  such
                  compensation   is  earned,   or  before  such  other  deadline
                  established   by  the   Committee  in

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Plan Document

                  accordance  with the  requirements  of Code  Section  409A and
                  related  Treasury  guidance or Regulations.  For  compensation
                  which is earned over one or more  consecutive  fiscal years of
                  an Employer that is not payable during the service period, the
                  Committee  may  determine  that a  Participant  may defer such
                  compensation  by making an election before the last day of the
                  fiscal  year  preceding  the  first  fiscal  year in which the
                  services are performed.

                  Any deferral  election(s) made in accordance with this Section
                  3.3(b) shall be irrevocable;  provided,  however,  that if the
                  Committee  requires  Participants to make a deferral  election
                  for   "performance-based   compensation"  by  the  deadline(s)
                  described  above,  it  may,  in its  sole  discretion,  and in
                  accordance  with  Code  Section  409A  and  related   Treasury
                  guidance or Regulations,  permit a Participant to subsequently
                  change his or her deferral  election for such  compensation by
                  submitting an Election Form to the Committee no later than the
                  deadline  established  by the  Committee  pursuant  to Section
                  3.3(c) below.

         (c)      Performance-Based Compensation. Notwithstanding the foregoing,
                  the Committee may, in its sole  discretion,  determine that an
                  irrevocable deferral election pertaining to "performance-based
                  compensation"  based on services performed over a period of at
                  least twelve (12) months,  may be made by timely delivering an
                  Election Form to the Committee,  in accordance  with its rules
                  and procedures, no later than six (6) months before the end of
                  the    performance    service    period.    "Performance-based
                  compensation" shall be compensation,  the payment or amount of
                  which  is  contingent  on  pre-established  organizational  or
                  individual   performance   criteria,   which   satisfies   the
                  requirements  of  Code  Section  409A  and  related   Treasury
                  guidance  or  Regulations.  In order to be  eligible to make a
                  deferral  election  for  performance-based   compensation,   a
                  Participant must perform services  continuously from a date no
                  later than the date upon which the  performance  criteria  for
                  such compensation are established  through the date upon which
                  the   Participant   makes  a   deferral   election   for  such
                  compensation.   In  no  event   shall  an  election  to  defer
                  performance-based   compensation   be  permitted   after  such
                  compensation has become both substantially  certain to be paid
                  and readily ascertainable.

         (d)      Compensation  Subject to Risk of  Forfeiture.  With respect to
                  compensation  (i) to which a Participant has a legally binding
                  right to  payment  in a  subsequent  year,  and  (ii)  that is
                  subject to a forfeiture  condition requiring the Participant's
                  continued services for a period of at least twelve (12) months
                  from the date the  Participant  obtains  the  legally  binding
                  right,  the Committee may, in its sole  discretion,  determine
                  that an irrevocable  deferral  election for such  compensation
                  may be made  by  timely  delivering  an  Election  Form to the
                  Committee  in  accordance  with its rules and  procedures,  no
                  later  than the 30th day after  the  Participant  obtains  the
                  legally binding right to the  compensation,  provided that the
                  election is made at least twelve (12) months in advance of the
                  earliest date at which the forfeiture condition could lapse.

3.4      Withholding  and Crediting of Annual  Deferral  Amounts.  For each Plan
         Year,  the Base Salary portion of the Annual  Deferral  Amount shall be
         withheld from each  regularly  scheduled  Base Salary  payroll in equal
         amounts,  as adjusted  from time to time for increases and decreases in
         Base Salary. The Bonus, Commissions,  LTIP Amounts and/or Director Fees
         portion of the

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         Annual  Deferral  Amount  shall be  withheld  at the  time  the  Bonus,
         Commissions,  LTIP Amounts or Director  Fees are or otherwise  would be
         paid to the  Participant,  whether or not this  occurs  during the Plan
         Year  itself.   Annual  Deferral  Amounts  shall  be  credited  to  the
         Participant's  Annual  Account  for such  Plan  Year at the  time  such
         amounts would otherwise have been paid to the Participant.

3.5      COMPANY CONTRIBUTION AMOUNT.

         (a)      For each Plan Year,  an  Employer  may be  required  to credit
                  amounts to a  Participant's  Annual Account in accordance with
                  employment  or  other  agreements  entered  into  between  the
                  Participant  and the Employer,  which amounts shall be part of
                  the Participant's  Company  Contribution  Amount for that Plan
                  Year.  Such  amounts  shall be credited  to the  Participant's
                  Annual  Account  for the  applicable  Plan Year on the date or
                  dates prescribed by such agreements.

         (b)      For each Plan Year, an Employer, in its sole discretion,  may,
                  but is not  required  to,  credit any amount it desires to any
                  Participant's  Annual  Account  under this Plan,  which amount
                  shall be part of the Participant's Company Contribution Amount
                  for that Plan Year.  The amount so credited  to a  Participant
                  may be smaller or larger than the amount credited to any other
                  Participant,  and the amount credited to any Participant for a
                  Plan  Year  may  be  zero,  even  though  one  or  more  other
                  Participants  receive a Company  Contribution  Amount for that
                  Plan Year. The Company  Contribution  Amount described in this
                  Section 3.5(b), if any, shall be credited to the Participant's
                  Annual Account for the applicable Plan Year on a date or dates
                  to be determined by the Committee, in its sole discretion.

3.6      Company Matching  Amount.  A Participant's  Company Matching Amount for
         any Plan  Year  shall be  equal to 50% of the  first 6% of Base  Salary
         deferred  for  such  Plan  Year,  unless  otherwise  determined  by the
         Committee in its sole discretion.  The  Participant's  Company Matching
         Amount, if any, shall be credited to the  Participant's  Annual Account
         for the applicable Plan Year on a date or dates to be determined by the
         Committee, in its sole discretion.

3.7      Crediting of Amounts after Benefit  Distribution.  Notwithstanding  any
         provision   in  this  Plan  to  the   contrary,   should  the  complete
         distribution of a  Participant's  vested Account Balance occur prior to
         the date on which any portion of (i) the Annual  Deferral Amount that a
         Participant  has elected to defer in accordance  with Section 3.3, (ii)
         the Company  Contribution Amount, or (iii) the Company Matching Amount,
         would otherwise be credited to the Participant's  Account Balance, such
         amounts shall not be credited to the Participant's Account Balance, but
         shall  be  paid  to  the  Participant  in a  manner  determined  by the
         Committee, in its sole discretion.

3.8      VESTING.

         (a)      A Participant  shall at all times be 100% vested in his or her
                  deferrals of Base Salary, Bonus, Commissions, LTIP Amounts and
                  Director's Fees.

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Plan Document

         (b)      A Participant shall vest in each Company  Contribution Amount,
                  plus  amounts   credited  and  debited  on  such  amount,   in
                  accordance with the schedule below based on the number of full
                  Plan Years  following the Plan Year to which the  contribution
                  relates.  However,  on  or  prior  to  the  date  on  which  a
                  Participant  is  awarded a Company  Contribution  Amount for a
                  Plan  Year,  the  Committee,  in  its  sole  discretion,   may
                  designate a different vesting schedule in lieu of the schedule
                  described  below that will apply to such Company  Contribution
                  Amount.  Unless  otherwise  declared by the  Committee,  a new
                  vesting  schedule  shall  apply to each  Company  Contribution
                  Amount.

                  PLAN YEARS FOLLOWING YEAR TO
                   WHICH CONTRIBUTION RELATES         VESTED PERCENTAGE
                  --------------------------------    -----------------
                  Less than 1 year                            0%
                  1 year or more, but less than 2            25%
                  2 years or more, but less than 3           50%
                  3 years or more, but less than 4           75%
                  4 years or more                           100%

         (c)      A  Participant  shall be vested in the  portion  of his or her
                  Account Balance  attributable to any Company Matching Amounts,
                  plus amounts credited or debited on such amounts  (pursuant to
                  Section 3.9), only to the extent that the Participant would be
                  vested in such  amounts  under the  provisions  of the  401(k)
                  Plan, as determined by the Committee in its sole discretion.

         (d)      Notwithstanding  anything to the  contrary  contained  in this
                  Section  3.8, in the event of a Change in  Control,  or upon a
                  Participant's Retirement, death while employed by an Employer,
                  or  Disability,  any amounts that are not vested in accordance
                  with Sections 3.8(b) or 3.8(c) above, shall immediately become
                  100% vested (if it is not already  vested in  accordance  with
                  the above vesting schedules).

         (e)      Notwithstanding subsection 3.8(d) above, the vesting schedules
                  described   in  Sections   3.8(b)  and  3.8(c)  shall  not  be
                  accelerated  upon a Change in Control  to the extent  that the
                  Committee  determines that such  acceleration  would cause the
                  deduction  limitations  of Section  280G of the Code to become
                  effective, but only if and to the extent that not accelerating
                  the vesting  would result in the net  after-tax  value (taking
                  into  account  any tax  imposed by Code  Section  4999) of any
                  compensation that is payable by the Company to the Participant
                  that is treated as a  "parachute  payment"  under Code Section
                  280G being greater by not  accelerating  such vesting than the
                  net-after  tax  value  of that  compensation  would  be if the
                  vesting  schedule  was  accelerated.  In the  event  of such a
                  determination,   the  Participant   may  request   independent
                  verification of the Committee's  calculations  with respect to
                  the  application  of Section 280G. In such case, the Committee
                  must  provide to the  Participant  within  ninety (90) days of
                  such  a  request  an  opinion  from  a  nationally  recognized
                  accounting firm selected by the Participant  (the  "Accounting
                  Firm").  The opinion shall state the Accounting Firm's opinion
                  that any  limitation  in the

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Plan Document

                  vested  percentage  hereunder is necessary to avoid the limits
                  of Section 280G and contain supporting calculations.  The cost
                  of such opinion shall be paid for by the Company.

         (f)      Section  3.8(e)  shall not  prevent  the  acceleration  of the
                  vesting  schedules  described in Sections 3.8(b) and 3.8(c) if
                  such  Participant  is entitled  to a  "gross-up"  payment,  to
                  eliminate  the effect of the Code  section  4999  excise  tax,
                  pursuant to his or her employment agreement or other agreement
                  entered into between such Participant and the Employer.

3.9      Crediting/Debiting of Account Balances. In accordance with, and subject
         to, the rules and procedures that are established  from time to time by
         the  Committee,  in its sole  discretion,  amounts shall be credited or
         debited  to a  Participant's  Account  Balance in  accordance  with the
         following rules:

         (a)      Measurement  Funds.  Subject  to  the  restrictions  found  in
                  Section 3.9(d) below,  a Participant  may elect one or more of
                  the measurement  funds selected by the Committee,  in its sole
                  discretion,  which  are based on  certain  mutual  funds  (the
                  "Measurement Funds"), for the purpose of crediting or debiting
                  additional   amounts  to  his  or  her  Account  Balance.   As
                  necessary,   the  Committee  may,  in  its  sole   discretion,
                  discontinue,  substitute or add a Measurement  Fund. Each such
                  action  will  take  effect  as of the  first  day of the first
                  calendar  quarter  that begins at least thirty (30) days after
                  the day on which  the  Committee  gives  Participants  advance
                  written notice of such change.

         (b)      Election of  Measurement  Funds.  Subject to the  restrictions
                  found in Section 3.9(d) below,  a  Participant,  in connection
                  with his or her initial  deferral  election in accordance with
                  Section 3.3(a) above,  shall elect,  on the Election Form, one
                  or more  Measurement  Fund(s) (as described in Section  3.9(a)
                  above) to be used to  determine  the amounts to be credited or
                  debited to his or her Account  Balance.  If a Participant does
                  not elect any of the  Measurement  Funds as  described  in the
                  previous  sentence,  the  Participant's  Account Balance shall
                  automatically  be allocated into the  lowest-risk  Measurement
                  Fund, as determined by the Committee,  in its sole discretion.
                  The  Participant  may  (but  is not  required  to)  elect,  by
                  submitting an Election Form to the Committee  that is accepted
                  by the  Committee,  to add or delete  one or more  Measurement
                  Fund(s) to be used to determine  the amounts to be credited or
                  debited  to his or  her  Account  Balance,  or to  change  the
                  portion  of his or  her  Account  Balance  allocated  to  each
                  previously or newly elected  Measurement  Fund. If an election
                  is made in  accordance  with the previous  sentence,  it shall
                  apply  as  of  the  first   business  day  deemed   reasonably
                  practicable  by the  Committee,  in its sole  discretion,  and
                  shall continue thereafter for each subsequent day in which the
                  Participant  participates  in  the  Plan,  unless  changed  in
                  accordance  with the previous  sentence.  Notwithstanding  the
                  foregoing,  the Committee, in its sole discretion,  may impose
                  limitations  on the  frequency  with  which one or more of the
                  Measurement  Funds  elected in  accordance  with this  Section
                  3.9(b)  may  be  added  or   deleted   by  such   Participant;
                  furthermore, the Committee, in its sole discretion, may impose
                  limitations  on the frequency with which the  Participant  may
                  change the portion of his or her Account Balance  allocated to
                  each previously or newly elected Measurement Fund.

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Plan Document

         (c)      Proportionate  Allocation. In making any election described in
                  Section  3.9(b) above,  the  Participant  shall specify on the
                  Election   Form,  in  increments  of  one  percent  (1%),  the
                  percentage of his or her Account Balance or Measurement  Fund,
                  as applicable, to be allocated/reallocated.

         (d)      Section 3.9(d) Intentionally Omitted.

         (e)      Crediting  or  Debiting   Method.   The  performance  of  each
                  Measurement   Fund  (either  positive  or  negative)  will  be
                  determined  on a daily basis based on the manner in which such
                  Participant's   Account   Balance   has  been   hypothetically
                  allocated among the Measurement Funds by the Participant.

         (f)      No Actual Investment.  Notwithstanding  any other provision of
                  this  Plan  that  may  be  interpreted  to the  contrary,  the
                  Measurement  Funds  are to be used  for  measurement  purposes
                  only,  and a  Participant's  election of any such  Measurement
                  Fund,  the allocation of his or her Account  Balance  thereto,
                  the  calculation  of  additional  amounts and the crediting or
                  debiting of such amounts to a  Participant's  Account  Balance
                  shall  not be  considered  or  construed  in any  manner as an
                  actual  investment  of his or her Account  Balance in any such
                  Measurement Fund. In the event that the Company or the Trustee
                  (as that term is defined in the Trust), in its own discretion,
                  decides to invest  funds in any or all of the  investments  on
                  which the Measurement  Funds are based,  no Participant  shall
                  have any rights in or to such investments themselves.  Without
                  limiting the foregoing,  a Participant's Account Balance shall
                  at all  times  be a  bookkeeping  entry  only  and  shall  not
                  represent  any  investment  made on his or her  behalf  by the
                  Company  or the  Trust;  the  Participant  shall at all  times
                  remain an unsecured creditor of the Company.

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3.10     FICA AND OTHER TAXES.

         (a)      Annual Deferral Amounts. For each Plan Year in which an Annual
                  Deferral  Amount is being  withheld  from a  Participant,  the
                  Participant's  Employer(s) shall withhold from that portion of
                  the Participant's Base Salary, Bonus,  Commissions and/or LTIP
                  Amounts that is not being deferred,  in a manner determined by
                  the  Employer(s),  the  Participant's  share of FICA and other
                  employment taxes on such Annual Deferral Amount. If necessary,
                  the Committee may reduce the Annual  Deferral  Amount in order
                  to comply with this Section 3.10.

         (b)      Company  Matching  Amounts and Company  Contribution  Amounts.
                  When a Participant  becomes  vested in a portion of his or her
                  Account Balance  attributable to any Company  Matching Amounts
                  and/or  Company   Contribution   Amounts,   the  Participant's
                  Employer(s)   shall   withhold   from  that   portion  of  the
                  Participant's  Base  Salary,  Bonus,  Commissions  and/or LTIP
                  Amounts that is not  deferred,  in a manner  determined by the
                  Employer(s),   the  Participant's  share  of  FICA  and  other
                  employment taxes on such amounts. If necessary,  the Committee
                  may  reduce the vested  portion of the  Participant's  Company
                  Matching Amount or Company Contribution Amount, as applicable,
                  in order to comply with this Section 3.10.

         (c)      Distributions.  The Participant's Employer(s),  or the trustee
                  of the  Trust,  shall  withhold  from any  payments  made to a
                  Participant  under  this  Plan all  Federal,  state  and local
                  income,  employment and other taxes required to be withheld by
                  the  Employer(s),  or the trustee of the Trust,  in connection
                  with  such  payments,  in  amounts  and  in  a  manner  to  be
                  determined in the sole  discretion of the  Employer(s) and the
                  trustee of the Trust.

                                    ARTICLE 4
               SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES

4.1      Scheduled Distribution. In  connection  with each  election to defer an
         Annual Deferral Amount, a Participant may irrevocably  elect to receive
         a Scheduled  Distribution,  in the form of a lump sum payment, from the
         Plan with  respect to all or a portion of the Annual  Deferral  Amount.
         The  Scheduled  Distribution  shall be a lump sum  payment in an amount
         that  is  equal  to the  portion  of the  Annual  Deferral  Amount  the
         Participant  elected to have  distributed as a Scheduled  Distribution,
         plus amounts  credited or debited in the manner provided in Section 3.9
         above on that  amount,  calculated  as of the close of  business  on or
         around the date on which the Scheduled Distribution becomes payable, as
         determined  by the  Committee  in its sole  discretion.  Subject to the
         other terms and conditions of this Plan,  each  Scheduled  Distribution
         elected  shall be paid out during a sixty  (60) day  period  commencing
         immediately  after the first  day of any Plan  Year  designated  by the
         Participant  (the  "Scheduled   Distribution   Date").  The  Plan  Year
         designated  by the  Participant  must be at least  three (3) Plan Years
         after  the end of the Plan  Year to which  the  Participant's  deferral
         election described in Section 3.3 relates, unless otherwise provided on
         an Election Form approved by the Committee in its sole  discretion.  By
         way of  example,  if a  Scheduled  Distribution  is elected  for Annual
         Deferral Amounts that are earned in the Plan Year

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         commencing  January 1, 2007, the earliest  Scheduled  Distribution Date
         that may be designated by a Participant  would be January 1, 2011,  and
         the Scheduled  Distribution  would become payable during the sixty (60)
         day period  commencing  immediately  after such Scheduled  Distribution
         Date.

4.2      Postponing Scheduled Distributions. A Participant may elect to postpone
         a Scheduled  Distribution described in Section 4.1 above, and have such
         amount paid out during a sixty (60) day period  commencing  immediately
         after an allowable  alternative  distribution  date  designated  by the
         Participant in accordance  with this Section 4.2. In order to make this
         election,  the  Participant  must submit a new  Scheduled  Distribution
         Election  Form  to the  Committee  in  accordance  with  the  following
         criteria:

         (a)      Such Scheduled Distribution Election Form must be submitted to
                  and accepted by the Committee in its sole  discretion at least
                  twelve  (12)  months  prior  to the  Participant's  previously
                  designated Scheduled Distribution Date;

         (b)      The  new   Scheduled   Distribution   Date   selected  by  the
                  Participant  must be the first day of a Plan Year, and must be
                  at least five years after the previously  designated Scheduled
                  Distribution Date; and

         (c)      The election of the new Scheduled Distribution Date shall have
                  no effect  until at least twelve (12) months after the date on
                  which the election is made.

4.3      Other Benefits Take Precedence Over Scheduled  Distributions.  Should a
         Benefit  Distribution Date occur that triggers a benefit under Articles
         5, 6, 7, 8, or 9, any  Annual  Deferral  Amount  that is  subject  to a
         Scheduled  Distribution election under Section 4.1 shall not be paid in
         accordance  with Section 4.1, but shall be paid in accordance  with the
         other applicable Article.  Notwithstanding the foregoing, the Committee
         shall  interpret  this Section 4.3 in a manner that is consistent  with
         Code Section 409A and related Treasury guidance and Regulations.

4.4      UNFORESEEABLE EMERGENCIES.

         (a)      If the Participant experiences an Unforeseeable Emergency, the
                  Participant may petition the Committee to receive a partial or
                  full payout from the Plan, subject to the provisions set forth
                  below.

         (b)      The payout,  if any, from the Plan shall not exceed the lesser
                  of (i) the Participant's vested Account Balance, calculated as
                  of the close of  business  on or around  the date on which the
                  amount becomes payable,  as determined by the Committee in its
                  sole  discretion,  or (ii) the amount necessary to satisfy the
                  Unforeseeable   Emergency,   plus  amounts  necessary  to  pay
                  Federal,  state, or local income taxes or penalties reasonably
                  anticipated as a result of the  distribution.  Notwithstanding
                  the foregoing, a Participant may not receive a payout from the
                  Plan to the extent that the Unforeseeable  Emergency is or may
                  be  relieved  (A) through  reimbursement  or  compensation  by
                  insurance   or   otherwise,   (B)   by   liquidation   of  the
                  Participant's  assets,  to the extent the  liquidation of such
                  assets

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                  would not itself  cause  severe  financial  hardship or (C) by
                  cessation of deferrals under this Plan.

         (c)      If  the  Committee,   in  its  sole  discretion,   approves  a
                  Participant's   petition   for  payout  from  the  Plan,   the
                  Participant  shall receive a payout from the Plan within sixty
                  (60) days of the date of such approval,  and the Participant's
                  deferrals under the Plan shall be terminated as of the date of
                  such approval.

         (d)      In addition,  a  Participant's  deferral  elections under this
                  Plan  shall  be   terminated   to  the  extent  the  Committee
                  determines,  in its sole discretion,  that termination of such
                  Participant's  deferral  elections  is  required  pursuant  to
                  Treas.  Reg. Section  1.401(k)-1(d)(3)  for the Participant to
                  obtain a hardship distribution from an Employer's 401(k) Plan.
                  If the Committee  determines,  in its sole discretion,  that a
                  termination  of the  Participant's  deferrals  is  required in
                  accordance  with the  preceding  sentence,  the  Participant's
                  deferrals  shall  be  terminated  as soon as  administratively
                  practicable  following the date on which such determination is
                  made, and the Participant  shall not be entitled to make a new
                  deferral election until such time as the Committee determines.

         (e)      Notwithstanding  the foregoing,  the Committee shall interpret
                  all  provisions  relating to a payout  and/or  termination  of
                  deferrals   under  this  Section  4.4  in  a  manner  that  is
                  consistent  with  Code  Section  409A  and  related   Treasury
                  guidance and Regulations.

                                    ARTICLE 5
                           CHANGE IN CONTROL BENEFIT

5.1      Change in Control Benefit. A Participant, in connection with his or her
         commencement of participation in the Plan, shall  irrevocably  elect on
         an Election  Form  whether to (i)  receive a Change in Control  Benefit
         upon the occurrence of a Change in Control, which shall be equal to the
         Participant's  vested  Account  Balance,  calculated as of the close of
         business on or around the Participant's  Benefit  Distribution Date, as
         determined by the Committee in its sole discretion, or (ii) to have his
         or her  Account  Balance  remain in the Plan upon the  occurrence  of a
         Change in Control and to have his or her Account Balance remain subject
         to the terms and conditions of the Plan. If a Participant does not make
         any  election  with  respect  to the  payment  of the Change in Control
         Benefit,  then such  Participant's  Account Balance shall remain in the
         Plan upon a Change in  Control  and shall be  subject  to the terms and
         conditions of the Plan.

5.2      Payment of Change in Control Benefit. The Change in Control Benefit, if
         any, shall be paid to the Participant in a lump sum no later than sixty
         (60)  days  after  the   Participant's   Benefit   Distribution   Date.
         Notwithstanding  the  foregoing,  the  Committee  shall  interpret  all
         provisions  in this Plan  relating to a Change in Control  Benefit in a
         manner that is consistent  with Code Section 409A and related  Treasury
         guidance and Regulations.

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Plan Document

                                    ARTICLE 6
                               RETIREMENT BENEFIT

6.1      Retirement  Benefit.  A  Participant  who Retires shall  receive,  as a
         Retirement Benefit, his or her vested Account Balance, calculated as of
         the  close  of  business  on  or  around  the   Participant's   Benefit
         Distribution   Date,  as  determined  by  the  Committee  in  its  sole
         discretion.

6.2      PAYMENT OF RETIREMENT BENEFIT.

         (a)      In connection with a Participant's election to defer an Annual
                  Deferral Amount, the Participant shall elect the form in which
                  his or her Annual Account for such Plan Year will be paid. The
                  Participant  may elect to receive  each Annual  Account in the
                  form of a lump sum or pursuant to an Annual Installment Method
                  of up to fifteen (15) years.  If a  Participant  does not make
                  any election with respect to the payment of an Annual Account,
                  then  the  Participant  shall be  deemed  to have  elected  to
                  receive such Annual Account as a lump sum.

         (b)      A  Participant  may change  the form of payment  for an Annual
                  Account by  submitting  an Election  Form to the  Committee in
                  accordance with the following criteria:

                  (i)      The  election  to modify the form of payment for such
                           Annual  Account  shall have no effect  until at least
                           twelve  (12)  months  after  the  date on  which  the
                           election is made; and

                  (ii)     The first  payment  related  to such  Annual  Account
                           shall be  delayed  at least  five (5) years  from the
                           originally  scheduled  Benefit  Distribution Date for
                           such Annual Account, as described in Section 1.8(a).

                  For purposes of applying the requirements  above, the right to
                  receive an Annual  Account in  installment  payments  shall be
                  treated as the entitlement to a single payment.  The Committee
                  shall  interpret  all  provisions   relating  to  an  election
                  described in this  Section 6.2 in a manner that is  consistent
                  with  Code  Section  409A and  related  Treasury  guidance  or
                  Regulations.

                  The Election Form most recently accepted by the Committee that
                  has become effective shall govern the payout of the applicable
                  Annual Account.

         (c)      The lump sum payment  shall be made, or  installment  payments
                  shall  commence,  no later  than  sixty  (60)  days  after the
                  Benefit  Distribution Date.  Remaining  installments,  if any,
                  shall continue in accordance with the  Participant's  election
                  for each Annual  Account and shall be paid no later than sixty
                  (60) days after each  anniversary of the Benefit  Distribution
                  Date.

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                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1      Termination  Benefit.  A Participant  who  experiences a Termination of
         Employment shall receive, as a Termination  Benefit,  his or her vested
         Account  Balance,  calculated  as of the close of business on or around
         the  Participant's  Benefit  Distribution  Date,  as  determined by the
         Committee in its sole discretion.

7.2      Payment of Termination  Benefit.  The Termination Benefit shall be paid
         to the  Participant in a lump sum payment no later than sixty (60) days
         after the Participant's Benefit Distribution Date.

                                    ARTICLE 8
                               DISABILITY BENEFIT

8.1      Disability Benefit.  Upon a Participant's  Disability,  the Participant
         shall  receive  a  Disability  Benefit,  which  shall  be  equal to the
         Participant's  vested  Account  Balance,  calculated as of the close of
         business on or around the Participant's  Benefit  Distribution Date, as
         selected by the Committee in its sole discretion.

8.2      Payment of Disability Benefit.  The Disability Benefit shall be paid to
         the  Participant  in a lump sum  payment  no later than sixty (60) days
         after the Participant's Benefit Distribution Date.

                                    ARTICLE 9
                                  DEATH BENEFIT

9.1      Death Benefit. The Participant's Beneficiary(ies) shall receive a Death
         Benefit  upon  the  Participant's  death  which  will be  equal  to the
         Participant's  vested  Account  Balance,  calculated as of the close of
         business on or around the Participant's  Benefit  Distribution Date, as
         selected by the Committee in its sole discretion.

9.2      Payment  of  Death  Benefit.  The  Death  Benefit  shall be paid to the
         Participant's  Beneficiary(ies)  in a lump sum  payment  no later  than
         sixty (60) days after the Participant's Benefit Distribution Date.

                                   ARTICLE 10
                             BENEFICIARY DESIGNATION

10.1     Beneficiary.  Each  Participant  shall have the right,  at any time, to
         designate  his  or  her  Beneficiary(ies)  (both  primary  as  well  as
         contingent)  to  receive  any  benefits  payable  under  the  Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or  different  from the  Beneficiary
         designation   under  any  other  plan  of  an  Employer  in  which  the
         Participant participates.

10.2     Beneficiary  Designation;  Change; Spousal Consent. A Participant shall
         designate  his  or  her  Beneficiary  by  completing  and  signing  the
         Beneficiary  Designation Form, and returning it to the Committee or its
         designated  agent.  A  Participant  shall  have the  right to  change a
         Beneficiary  by  completing,  signing and otherwise  complying with the
         terms of the Beneficiary Designation

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         Form and the Committee's  rules and procedures,  as in effect from time
         to time. If the Participant  names someone other than his or her spouse
         as a Beneficiary, the Committee may, in its sole discretion,  determine
         that spousal consent is required to be provided in a form designated by
         the Committee,  executed by such  Participant's  spouse and returned to
         the  Committee.   Upon  the  acceptance  by  the  Committee  of  a  new
         Beneficiary  Designation Form, all Beneficiary  designations previously
         filed shall be canceled. The Committee shall be entitled to rely on the
         last Beneficiary Designation Form filed by the Participant and accepted
         by the Committee prior to his or her death.

10.3     Acknowledgment.   No   designation   or  change  in  designation  of  a
         Beneficiary  shall be  effective  until  received and  acknowledged  in
         writing by the Committee or its designated agent.

10.4     No  Beneficiary  Designation.  If a  Participant  fails to  designate a
         Beneficiary  as provided in Sections  10.1,  10.2 and 10.3 above or, if
         all designated Beneficiaries predecease the Participant or die prior to
         complete   distribution  of  the  Participant's   benefits,   then  the
         Participant's  designated  Beneficiary shall be deemed to be his or her
         surviving  spouse.  If the  Participant  has no surviving  spouse,  the
         benefits  remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

10.5     Doubt  as to  Beneficiary.  If the  Committee  has any  doubt as to the
         proper  Beneficiary  to receive  payments  pursuant  to this Plan,  the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's  Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

10.6     Discharge of Obligations. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 11
                                LEAVE OF ABSENCE

11.1     Paid  Leave  of  Absence.   If  a  Participant  is  authorized  by  the
         Participant's  Employer  to  take a paid  leave  of  absence  from  the
         employment  of the  Employer,  and  such  leave  of  absence  does  not
         constitute a separation from service, as determined by the Committee in
         accordance  with Code  Section 409A and related  Treasury  guidance and
         Regulations,  (i)  the  Participant  shall  continue  to be  considered
         eligible for the  benefits  provided in Articles 4, 5, 6, 7, 8, or 9 in
         accordance with the provisions of those  Articles,  and (ii) the Annual
         Deferral Amount shall continue to be withheld during such paid leave of
         absence in accordance with Section 3.3.

11.2     Unpaid  Leave  of  Absence.  If a  Participant  is  authorized  by  the
         Participant's  Employer  to take an unpaid  leave of  absence  from the
         employment  of the Employer  for any reason,  and such leave of absence
         does not  constitute a separation  from  service,  as determined by the
         Committee in  accordance  with Code  Section 409A and related  Treasury
         guidance  and  Regulations,  such  Participant  shall  continue  to  be
         eligible for the  benefits  provided in Articles 4, 5, 6, 7, 8, or 9 in
         accordance  with  the  provisions  of  those  Articles.   However,  the
         Participant shall be excused from

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Plan Document

         fulfilling  his or her Annual  Deferral  Amount  commitment  that would
         otherwise  have been withheld  during the remainder of the Plan Year in
         which the unpaid leave of absence is taken.  During the unpaid leave of
         absence,  the  Participant  shall not be allowed to make any additional
         deferral elections.  However, if the Participant returns to employment,
         the  Participant  may elect to defer an Annual  Deferral Amount for the
         Plan Year  following his or her return to employment and for every Plan
         Year thereafter while a Participant in the Plan, provided such deferral
         elections  are  otherwise  allowed and an Election Form is delivered to
         and accepted by the Committee for each such election in accordance with
         Section 3.3 above.

11.3     Leaves  Resulting  in  Separation  from  Service.  In the event  that a
         Participant's  leave of absence from his or her Employer  constitutes a
         separation  from service,  as determined by the Committee in accordance
         with Code Section 409A and related  Treasury  guidance and Regulations,
         the  Participant's  vested Account  Balance shall be distributed to the
         Participant  in  accordance  with  Article  6  or 7 of  this  Plan,  as
         applicable.

                                   ARTICLE 12
                 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION

12.1     Termination of Plan.  Although each Employer  anticipates  that it will
         continue  the  Plan  for an  indefinite  period  of  time,  there is no
         guarantee  that  any  Employer  will  continue  the  Plan or  will  not
         terminate  the  Plan  at any  time  in the  future.  Accordingly,  each
         Employer  reserves the right to Terminate  the Plan.  In the event of a
         Termination  of  the  Plan,   the   Measurement   Funds   available  to
         Participants  following the Termination of the Plan shall be comparable
         in number and type to those Measurement Funds available to Participants
         in the Plan Year  preceding the Plan Year in which the  Termination  of
         the Plan is effective.  Except as otherwise provided below, following a
         Termination of the Plan,  Participant  Account Balances shall remain in
         the Plan  until  the  Participant  becomes  eligible  for the  benefits
         provided  in  Articles  4,  5,  6,  7, 8 or 9 in  accordance  with  the
         provisions of those  Articles.  The  Termination  of the Plan shall not
         adversely affect any Participant or Beneficiary who has become entitled
         to the  payment  of any  benefits  under  the  Plan  as of the  date of
         termination.  Notwithstanding the foregoing,  to the extent permissible
         under Code Section 409A and related  Treasury  guidance or Regulations,
         during the thirty  (30) days  preceding  or within  twelve  (12) months
         following a Change in Control,  an Employer  shall be  permitted to (i)
         terminate  the  Plan by  action  of its  board of  directors,  and (ii)
         distribute the vested Account Balances to Participants in a lump sum no
         later than  twelve (12)  months  after the Change in Control,  provided
         that all other  substantially  similar  arrangements  sponsored by such
         Employer are also terminated and all balances in such  arrangements are
         distributed  within  twelve  (12)  months  of the  termination  of such
         arrangements.  Also notwithstanding the foregoing, if and to the extent
         permissible  under Code Section 409A and related  Treasury  guidance or
         Regulations,  in the event of  Termination  of the Plan,  the Board may
         require that the Account Balances of all Participants and Beneficiaries
         (including,  without  limitation,  any  remaining  benefits  payable to
         Participants or Beneficiaries  receiving  distributions in installments
         at the time of the  termination)  be distributed as soon as practicable
         after such termination,  notwithstanding  any elections by Participants
         or  Beneficiaries  with  regard to the  timing  or form in which  their
         benefits are to be paid.

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Plan Document

12.2     AMENDMENT.

         (a)      Any  Employer  may,  at any time,  amend or modify the Plan in
                  whole   or  in   part   with   respect   to   that   Employer.
                  Notwithstanding   the   foregoing,   (i)   no   amendment   or
                  modification  shall be  effective  to decrease  the value of a
                  Participant's  vested Account Balance in existence at the time
                  the amendment or  modification  is made, and (ii) no amendment
                  or  modification  of this  Section 12.2 or Section 13.2 of the
                  Plan shall be effective.

         (b)      Notwithstanding any provision of the Plan to the contrary,  in
                  the event that the Company  determines  that any  provision of
                  the Plan may cause amounts  deferred  under the Plan to become
                  immediately taxable to any Participant under Code Section 409A
                  and related Treasury guidance or Regulations,  the Company may
                  (i) adopt such amendments to the Plan and appropriate policies
                  and  procedures,   including   amendments  and  policies  with
                  retroactive effect,  that the Company determines  necessary or
                  appropriate to preserve the intended tax treatment of the Plan
                  benefits  provided  by the Plan  and/or  (ii) take such  other
                  actions as the Company determines  necessary or appropriate to
                  comply with the  requirements of Code Section 409A and related
                  Treasury guidance or Regulations.

12.3     Plan Agreement. Despite the provisions of Sections 12.1 and 12.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the written consent of the Participant.

12.4     Effect of Payment. The full payment of the Participant's vested Account
         Balance under Articles 4, 5, 6, 7, 8, or 9 of the Plan shall completely
         discharge all  obligations  to a Participant  and his or her designated
         Beneficiaries  under this Plan,  and the  Participant's  Plan Agreement
         shall terminate.

                                   ARTICLE 13
                                 ADMINISTRATION

13.1     Committee  Duties.  This Plan shall be administered by the Compensation
         Committee of the Board,  or such other  Committee as the Board may from
         time to time appoint.  The Committee shall also have the discretion and
         authority to (i) make,  amend,  interpret,  and enforce all appropriate
         rules and  regulations  for the  administration  of this Plan, and (ii)
         decide or resolve any and all questions,  including benefit entitlement
         determinations  and  interpretations  of this  Plan,  as may  arise  in
         connection  with the Plan. Any individual  serving on the Committee who
         is a Participant shall not vote or act on any matter relating solely to
         himself or herself.  When making a determination  or  calculation,  the
         Committee  shall be  entitled  to rely on  information  furnished  by a
         Participant or the Company.

13.2     Administration  Upon Change In  Control.  Within one hundred and twenty
         (120) days following a Change in Control, the individuals who comprised
         the Committee  immediately  prior to the Change in Control  (whether or
         not such individuals are members of the Committee  following the Change
         in  Control)   may,  by  written   consent  of  the  majority  of  such
         individuals,  appoint an  independent  third party  administrator  (the
         "Administrator")  to  perform  any or all  of  the  Committee's  duties
         described  in Section 13.1 above,  including  without  limitation,  the
         power  to  determine  any  questions  arising  in  connection  with the
         administration  or  interpretation  of the

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         Plan, and the power to make benefit  entitlement  determinations.  Upon
         and after the effective date of such appointment,  (i) the Company must
         pay  all   reasonable   administrative   expenses   and   fees  of  the
         Administrator,  and (ii) the  Administrator may only be terminated with
         the written  consent of the  majority of  Participants  with an Account
         Balance in the Plan as of the date of such proposed termination.

13.3     Agents.  In the  administration  of this  Plan,  the  Committee  or the
         Administrator, as applicable, may, from time to time, employ agents and
         delegate to them such  administrative  duties as it sees fit (including
         acting  through a duly appointed  representative)  and may from time to
         time consult with counsel.

13.4     Binding Effect of Decisions. The decision or action of the Committee or
         Administrator,  as applicable, with respect to any question arising out
         of  or  in  connection  with  the  administration,  interpretation  and
         application  of the  Plan and the  rules  and  regulations  promulgated
         hereunder  shall be final and  conclusive  and binding upon all persons
         having any interest in the Plan.

13.5     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the  Committee,  any  Employee to whom the duties of the
         Committee may be delegated,  and the Administrator  against any and all
         claims,  losses,  damages,  expenses or  liabilities  arising  from any
         action or failure to act with respect to this Plan,  except in the case
         of willful  misconduct by the Committee,  any of its members,  any such
         Employee or the Administrator.

13.6     Employer  Information.  To enable the Committee and/or Administrator to
         perform its functions,  the Company and each Employer shall supply full
         and timely  information to the Committee and/or  Administrator,  as the
         case may be, on all  matters  relating  to the  Plan,  the  Trust,  the
         Participants  and their  Beneficiaries,  the  Account  Balances  of the
         Participants,  the  compensation  of its  Participants,  the  date  and
         circumstances  of the Retirement,  Disability,  death or Termination of
         Employment of its Participants, and such other pertinent information as
         the Committee or Administrator may reasonably require.

13.7     Receipts and Release.  Any payment to any Participant or Beneficiary in
         accordance  with  the  provisions  of the  Plan  shall,  to the  extent
         thereof, be in full satisfaction of all claims against the Company, the
         Committee,  the Plan  Administrator  and the trustee of the Trust under
         the  Plan,   and  the  Committee  may  require  such   Participant   or
         Beneficiary,  as a condition  precedent to such payment pursuant to the
         Plan, to execute a receipt and release to such effect.

                                   ARTICLE 14
                          OTHER BENEFITS AND AGREEMENTS

14.1     Coordination   with  Other  Benefits.   The  benefits  provided  for  a
         Participant  and  Participant's  Beneficiary  under  the  Plan  are  in
         addition to any other benefits  available to such Participant under any
         other plan or program for employees of the Participant's  Employer. The
         Plan  shall  supplement  and shall not  supersede,  modify or amend any
         other  such  plan or  program  except  as may  otherwise  be  expressly
         provided.

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Plan Document

                                   ARTICLE 15
                                CLAIMS PROCEDURES

15.1     Presentation  of Claim.  Any  Participant  or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a  "Claimant")  may  deliver  to the  Committee  a written  claim for a
         determination  with  respect  to  the  amounts  distributable  to  such
         Claimant  from the Plan.  If such a claim  relates to the contents of a
         notice  received by the  Claimant,  the claim must be made within sixty
         (60) days after such  notice was  received by the  Claimant.  All other
         claims must be made within 180 days of the date on which the event that
         caused  the  claim  to  arise  occurred.  The  claim  must  state  with
         particularity the determination desired by the Claimant.

15.2     Notification  of Decision.  The Committee  shall  consider a Claimant's
         claim  within a  reasonable  time,  but no later than  ninety (90) days
         after  receiving the claim.  If the Committee  determines  that special
         circumstances  require an extension of time for  processing  the claim,
         written  notice of the  extension  shall be  furnished  to the Claimant
         prior to the  termination of the initial ninety (90) day period.  In no
         event shall such extension exceed a period of ninety (90) days from the
         end of the initial  period.  The  extension  notice shall  indicate the
         special  circumstances  requiring  an extension of time and the date by
         which the Committee  expects to render the benefit  determination.  The
         Committee shall notify the Claimant in writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the  Claimant's  requested  determination,  and
                  such  notice  must  set  forth in a  manner  calculated  to be
                  understood by the Claimant:

                  (i)      the specific  reason(s)  for the denial of the claim,
                           or any part of it;

                  (ii)     specific  reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (iii)    a   description   of  any   additional   material  or
                           information necessary for the Claimant to perfect the
                           claim,  and an  explanation  of why such  material or
                           information is necessary;

                  (iv)     an  explanation  of the claim  review  procedure  set
                           forth in Section 15.3 below; and

                  (v)      a statement of the Claimant's  right to bring a civil
                           action  under  ERISA  Section  502(a)   following  an
                           adverse benefit determination on review.

15.3     Review of a Denied Claim.  On or before sixty (60) days after receiving
         a notice from the Committee  that a claim has been denied,  in whole or
         in part, a Claimant (or the Claimant's duly authorized  representative)
         may file  with the  Committee  a  written  request  for a review of the
         denial of the claim.  The Claimant (or the Claimant's  duly  authorized
         representative):

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         (a)      may, upon request and free of charge,  have reasonable  access
                  to,  and  copies  of,  all   documents,   records   and  other
                  information   relevant   (as  defined  in   applicable   ERISA
                  regulations) to the claim for benefits;

         (b)      may submit written comments or other documents; and/or

         (c)      may  request  a  hearing,  which  the  Committee,  in its sole
                  discretion, may grant.

15.4     Decision on Review.  The Committee  shall render its decision on review
         promptly,  and no later  than  sixty  (60)  days  after  the  Committee
         receives the Claimant's  written  request for a review of the denial of
         the claim.  If the  Committee  determines  that  special  circumstances
         require an extension of time for processing  the claim,  written notice
         of the  extension  shall  be  furnished  to the  Claimant  prior to the
         termination  of the initial  sixty (60) day  period.  In no event shall
         such  extension  exceed a period of sixty (60) days from the end of the
         initial  period.  The  extension  notice  shall  indicate  the  special
         circumstances  requiring an extension of time and the date by which the
         Committee expects to render the benefit determination. In rendering its
         decision,   the  Committee   shall  take  into  account  all  comments,
         documents,  records and other  information  submitted  by the  Claimant
         relating to the claim,  without regard to whether such  information was
         submitted  or  considered  in the initial  benefit  determination.  The
         decision must be written in a manner calculated to be understood by the
         Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific  reference(s)  to the pertinent Plan  provisions upon
                  which the decision was based;

         (c)      a statement  that the  Claimant  is entitled to receive,  upon
                  request  and free of charge,  reasonable  access to and copies
                  of, all documents,  records and other information relevant (as
                  defined in applicable  ERISA  regulations)  to the  Claimant's
                  claim for benefits; and

         (d)      a statement  of the  Claimant's  right to bring a civil action
                  under ERISA Section 502(a).

15.5     Legal Action. A Claimant's  compliance with the foregoing provisions of
         this Article 15 is a mandatory  prerequisite  to a Claimant's  right to
         commence any legal action with respect to any claim for benefits  under
         this Plan.

                                   ARTICLE 16
                                      TRUST

16.1     Establishment  of the Trust.  In order to provide  assets from which to
         fulfill its  obligations to the  Participants  and their  Beneficiaries
         under the Plan, the Company may establish a trust by a trust  agreement
         with a third party,  the trustee,  to which each  Employer  may, in its
         discretion,  contribute  cash or other property,  including  securities
         issued by the Company,  to provide for the benefit  payments  under the
         Plan, (the "Trust").

16.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan  Agreement  shall  govern the rights of a  Participant  to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall  govern  the  rights  of  the  Employers,  Participants  and  the

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its  obligations
         under the Plan.

16.3     Distributions  From the Trust.  Each Employer's  obligations  under the
         Plan may be  satisfied  with Trust assets  distributed  pursuant to the
         terms  of the  Trust,  and  any  such  distribution  shall  reduce  the
         Employer's obligations under this Plan.

                                   ARTICLE 17
                                  MISCELLANEOUS

17.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section  401(a) and that "is unfunded and is
         maintained  by an  employer  primarily  for the  purpose  of  providing
         deferred  compensation  for a select  group  of  management  or  highly
         compensated  employees"  within the meaning of ERISA  Sections  201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         (i) to the  extent  possible  in a manner  consistent  with the  intent
         described in the preceding  sentence,  and (ii) in accordance with Code
         Section 409A and related Treasury guidance and Regulations.

17.2     Unsecured  General  Creditor.  Participants  and  their  Beneficiaries,
         heirs,  successors and assigns shall have no legal or equitable rights,
         interests  or claims in any  property  or  assets of an  Employer.  For
         purposes of the payment of benefits  under this Plan, any and all of an
         Employer's  assets  shall  be,  and  remain,  the  general,   unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and  unsecured  promise to pay
         money in the future.

17.3     Employer's  Liability.  An  Employer's  liability  for the  payment  of
         benefits shall be defined only by the Plan and the Plan  Agreement,  as
         entered into between the Employer and a Participant.  An Employer shall
         have no obligation to a Participant  under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

17.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to  commute,  sell,  assign,  transfer,  pledge,  anticipate,
         mortgage or  otherwise  encumber,  transfer,  hypothecate,  alienate or
         convey in advance  of actual  receipt,  the  amounts,  if any,  payable
         hereunder,  or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the  amounts  payable  shall,  prior to actual  payment,  be subject to
         seizure,  attachment,  garnishment or sequestration  for the payment of
         any  debts,  judgments,  alimony  or  separate  maintenance  owed  by a
         Participant or any other person, be transferable by operation of law in
         the  event of a  Participant's  or any  other  person's  bankruptcy  or
         insolvency  or be  transferable  to a spouse as a result of a  property
         settlement or otherwise.

17.5     Not a Contract of  Employment.  The terms and  conditions  of this Plan
         shall not be deemed to constitute a contract of employment  between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment  relationship  that can be terminated at any
         time for any reason,  or no reason,  with or without cause, and with or
         without  notice,  unless  expressly  provided  in a written  employment
         agreement.  Nothing in this Plan shall be deemed to give a  Participant
         the right to be retained in the service of any  Employer,  either as

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HEICO CORPORATION
Leadership Compensation Plan
Plan Document

         an  Employee  or a  Director,  or to  interfere  with the  right of any
         Employer to discipline or discharge the Participant at any time.

17.6     Furnishing  Information.  A Participant or his or her Beneficiary  will
         cooperate  with the  Committee by  furnishing  any and all  information
         requested  by the  Committee  and take  such  other  actions  as may be
         requested in order to facilitate the administration of the Plan and the
         payments of  benefits  hereunder,  including  but not limited to taking
         such physical examinations as the Committee may deem necessary.

17.7     Terms. Whenever any words are used herein in the masculine,  they shall
         be  construed  as though  they were in the  feminine in all cases where
         they  would so apply;  and  whenever  any words are used  herein in the
         singular or in the plural,  they shall be construed as though they were
         used in the  plural or the  singular,  as the case may be, in all cases
         where they would so apply.

17.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for  convenience  only and shall  not  control  or affect  the
         meaning or construction of any of its provisions.

17.9     Governing Law.  Subject to ERISA,  the provisions of this Plan shall be
         construed and  interpreted  according to the internal laws of the State
         of Florida without regard to its conflicts of laws principles.

17.10    Notice.  Any notice or filing  required or permitted to be given to the
         Committee  under  this  Plan  shall be  sufficient  if in  writing  and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                                   HEICO Corporation
                                   Attn:  Chief Financial Officer
                                   3000 Taft Street
                                   Hollywood, Florida 33021

         Such notice  shall be deemed  given as of the date of  delivery  or, if
         delivery is made by mail,  as of the date shown on the  postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient  if in writing and  hand-delivered,
         or sent by mail, to the last known address of the Participant.

17.11    Successors.  The  provisions  of this Plan  shall bind and inure to the
         benefit of the  Participant's  Employer and its  successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

17.12    Spouse's  Interest.  The interest in the benefits hereunder of a spouse
         of  a  Participant   who  has   predeceased   the   Participant   shall
         automatically  pass to the Participant and shall not be transferable by
         such spouse in any manner,  including  but not limited to such spouse's
         will,  nor  shall  such  interest  pass  under  the  laws of  intestate
         succession.

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Plan Document

17.13    Validity.  In case any  provision  of this  Plan  shall be  illegal  or
         invalid for any reason,  said illegality or invalidity shall not affect
         the  remaining  parts  hereof,  but this Plan  shall be  construed  and
         enforced  as if such  illegal  or  invalid  provision  had  never  been
         inserted herein.

17.14    Incompetent.  If the  Committee  determines  in its  discretion  that a
         benefit  under  this Plan is to be paid to a minor,  a person  declared
         incompetent  or to a person  incapable of handling the  disposition  of
         that  person's  property,  the  Committee  may  direct  payment of such
         benefit to the guardian, legal representative or person having the care
         and  custody  of such  minor,  incompetent  or  incapable  person.  The
         Committee  may require proof of minority,  incompetence,  incapacity or
         guardianship,  as it may deem appropriate  prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary,  as the case may be,
         and shall be a complete  discharge of any liability  under the Plan for
         such payment amount.

17.15    Court Order. The Committee is authorized to comply with any court order
         in any  action in which the Plan or the  Committee  has been named as a
         party,  including any action involving a determination of the rights or
         interests in a Participant's  benefits under the Plan.  Notwithstanding
         the foregoing, the Committee shall interpret this provision in a manner
         that is consistent with Code Section 409A and other applicable tax law.
         In addition, if necessary to comply with a qualified domestic relations
         order,  as defined in Code  Section  414(p)(1)(B),  pursuant to which a
         court has  determined  that a spouse or former  spouse of a Participant
         has an  interest  in the  Participant's  benefits  under the Plan,  the
         Committee, in its sole discretion,  shall have the right to immediately
         distribute   the   spouse's   or  former   spouse's   interest  in  the
         Participant's benefits under the Plan to such spouse or former spouse.

17.16    Distribution  in the  Event of  Income  Inclusion  Under  409A.  If any
         portion of a Participant's  Account Balance under this Plan is required
         to be included in income by the  Participant  prior to receipt due to a
         failure of this Plan to meet the  requirement  of Code Section 409A and
         related Treasury guidance or Regulations,  the Participant may petition
         the Committee or  Administrator,  as applicable,  for a distribution of
         that  portion of his or her  Account  Balance  that is  required  to be
         included in his or her income. Upon the grant of such a petition, which
         grant shall not be unreasonably  withheld,  the Participant's  Employer
         shall distribute to the Participant  immediately  available funds in an
         amount equal to the portion of his or her Account  Balance  required to
         be  included  in income as a result of the  failure of the Plan to meet
         the requirements of Code Section 409A and related Treasury  guidance or
         Regulations,  which  amount shall not exceed the  Participant's  unpaid
         vested Account Balance under the Plan. If the petition is granted, such
         distribution shall be made within ninety (90) days of the date when the
         Participant's petition is granted. Such a distribution shall affect and
         reduce the Participant's benefits to be paid under this Plan.

17.17    Deduction Limitation  on Benefit  Payments. If an  Employer  reasonably
         anticipates   that  the  Employer's   deduction  with  respect  to  any
         distribution   from  this  Plan  would  be  limited  or  eliminated  by
         application of Code Section 162(m), then to the extent deemed necessary
         by the  Employer to ensure that the entire  amount of any  distribution
         from this Plan is  deductible,  the Employer  may delay  payment of any
         amount that would otherwise be distributed  from this Plan. Any amounts
         for which  distribution  is  delayed  pursuant  to this  Section  shall
         continue to be

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Leadership Compensation Plan
Plan Document

         credited/debited with additional amounts in accordance with Section 3.9
         above. The delayed amounts (and any amounts credited  thereon) shall be
         distributed to the  Participant (or his or her Beneficiary in the event
         of  the  Participant's   death)  at  the  earliest  date  the  Employer
         reasonably  anticipates that the deduction of the payment of the amount
         will not be  limited  or  eliminated  by  application  of Code  Section
         162(m).

17.18    Insurance.  The  Employers,  on their  own  behalf  or on behalf of the
         trustee of the Trust, and, in their sole discretion,  may apply for and
         procure  insurance on the life of the Participant,  in such amounts and
         in such forms as the Trust may choose.  The Employers or the trustee of
         the Trust,  as the case may be, shall be the sole owner and beneficiary
         of  any  such  insurance.   The  Participant  shall  have  no  interest
         whatsoever  in any such policy or  policies,  and at the request of the
         Employers  shall  submit  to  medical   examinations  and  supply  such
         information  and  execute  such  documents  as may be  required  by the
         insurance  company or companies to whom the Employers  have applied for
         insurance.

IN WITNESS WHEREOF, the Company has signed this Plan document as of
___________________, 2006.

                                        "Company"
                                        HEICO Corporation, a Florida corporation

                                        By:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------

                                      -28-