Exhibit 4.1

                           UNIGRAPHICS SOLUTIONS INC.
                             EXECUTIVE DEFERRAL PLAN


                                    ARTICLE I
                                  INTRODUCTION

1.1      Creation.   Upon  the  recommendation  of  the  Compensation  Committee
         ("Committee")  of its Board of  Directors  ("Board"),  the  Company has
         adopted  this  Unigraphics   Solutions  Inc.  Executive  Deferral  Plan
         ("Plan"), effective March 15, 2000.

1.2      Purpose.  The  objective  and  purpose of this Plan is to  attract  and
         retain  competent  officers,  key  executives  and  highly  compensated
         employees by offering flexible compensation  opportunities to officers,
         key executives and highly  compensated  employees of the Company and to
         offer them an  opportunity  to defer income to be paid at a later date.
         The Plan  shall  not  constitute  a  "qualified  plan"  subject  to the
         limitations  of Section  401(a) of the Code,  nor shall it constitute a
         "funded  plan," for purposes of such  requirements.  This Plan shall be
         exempt from the  participation  and vesting  requirements  of Part 2 of
         Title I of  ERISA,  the  funding  requirements  of Part 3 of Title I of
         ERISA, and the fiduciary  requirements of Part 4 of Title I of ERISA by
         reason  of  the  exclusions  afforded  plans  which  are  unfunded  and
         maintained  by an  employer  primarily  for the  purpose  of  providing
         deferred  compensation  for a select  group  of  management  or  highly
         compensated employees.

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION


2.1      Definitions. The following words and phrases shall have the meaning set
         forth below,  unless a different  meaning is required by the context in
         which the word or phrase is used.


         (a)      Account  shall  mean  the  bookkeeping   account  to  which  a
                  Participant's deferred Compensation is credited, together with
                  any earnings thereon.


         (b)      Affiliate  shall mean (i) a corporation  that is a member of a
                  controlled  group of corporations  (as determined  pursuant to
                  Section  414(b) of the Code)  which  includes  the Company and
                  (ii) a trade or business (whether or not  incorporated)  which
                  is under  common  control (as  determined  pursuant to Section
                  414(c) of the Code) of the Company.


         (c)      Beneficiary shall mean the person or persons designated by the
                  Participant  in a writing  filed with the Committee to receive
                  payment  of the  Participant's  Account  upon the death of the
                  Participant.


         (d)      Board shall mean the Board of Directors of the Company.

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         (e)      Change of Control shall mean such term as defined in the Rules
                  immediately  prior to a CIC  Event;  provided  however,  that,
                  until  changed by the  Committee by Rule,  "Change of Control"
                  shall mean a change in control of the Company of a nature that
                  would be  required  to be reported in response to Item 6(e) of
                  Schedule 14A of Regulation  14A (or in response to any similar
                  item on any similar  schedule  or form)  under the  Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), whether
                  or  not  the  Company  is  then  subject  to  such   reporting
                  requirement;  provided,  however,  that,  without limiting the
                  generality  of the  foregoing,  a Change in  Control  shall be
                  deemed to have occurred  (irrespective of the applicability of
                  the  initial  clause of this  proviso)  if at any time (a) any
                  "person" (as such term is used in Sections  13(d) and 14(d) of
                  the Exchange Act, but excluding (i) any employee  benefit plan
                  of  the  Company  or  any  Affiliate,   and  (ii)  any  entity
                  organized, appointed or established by the Company pursuant to
                  the  terms of any such  plan) is or  becomes  the  "beneficial
                  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
                  directly  or   indirectly,   of   securities  of  the  Company
                  representing  50% or more of the combined  voting power of the
                  Company's  then  outstanding   securities  without  the  prior
                  approval of at least two-thirds of the members of the Board in
                  office  immediately  prior  to such  person's  attaining  such
                  percentage  interest;  (b) the Company is a party to a merger,
                  consolidation,   share  exchange,  sale  of  assets  or  other
                  reorganization,  or a proxy contest, as a consequence of which
                  members  of the  Board  in  office  immediately  prior to such
                  transaction  or event  constitute  less than a majority of the
                  whole  Board  thereafter;  or (c)  during  any  period  of two
                  consecutive  years,  individuals  who at the beginning of such
                  period  constituted  members of the Board  (including for this
                  purpose  any new  member  whose  election  or  nomination  for
                  election  by the  Company's  stockholders  was  approved by at
                  least  two-thirds of the members of the whole Board then still
                  in office  who were  either  (1)  members  of the Board at the
                  beginning  of such  period,  (2)  employees  of the  Company's
                  principal  shareholder,  Electronic  Data Systems  Corporation
                  ("EDS"),  or (3)  members of the Board  approved by EDS) cease
                  for any reason to  constitute  a majority of the whole  Board.
                  The  intent  of  this  item  (c) is  that  for so  long as EDS
                  controls the Company through its ability to elect directors or
                  otherwise,  changes in EDS-employed or EDS-sponsored directors
                  during  any two  consecutive  years  will not be a  Change  of
                  Control under this Section 2.1(e).


         (f)      CIC Event shall mean such term as defined in Section 6.2.


         (g)      Code shall mean the Internal Revenue Code of 1986, as amended.


         (h)      Company  shall mean  Unigraphics  Solutions  Inc.,  a Delaware
                  corporation.


         (i)      Committee shall mean the Compensation  Committee of the Board,
                  or any successor thereto. If at any time no Committee shall be
                  in office,  the  functions of the  Committee  specified in the
                  Plan shall be exercised by the Board.

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         (j)      Common  Stock shall mean the Class A Common  Stock,  par value
                  $.01 per share, of the Company.


         (k)      Compensation  shall,  for any period,  mean such amount as the
                  Committee  may designate  (which may be different  amounts for
                  different purposes under the Plan);  provided that such amount
                  shall not exceed the total earnings prior to  withholding,  as
                  reportable on Internal  Revenue  Service Form W-2,  payable to
                  any Employee by an Employer in such period,  disregarding  any
                  Deferral  Election  hereunder,  and  increased  by amounts not
                  included in income  through a salary  reduction  election made
                  pursuant to a cafeteria plan described in Code Section 125, or
                  the Unigraphics 401(k) Plan.


         (l)      Deferral Election shall mean the agreement between the Company
                  or Participating Employer and an Eligible Employee pursuant to
                  which the Eligible  Employee consents to participation and the
                  deferral of Compensation hereunder,  and designates the amount
                  of Compensation to be deferred.


         (m)      Deferral  Election  Deadline shall mean the date the Committee
                  designates  by Rule as the last date an Eligible  Employee may
                  file a Deferral Election with the Committee for such period as
                  the Committee may designate.


          (n)     Eligible  Employee  shall mean an Employee of the Company or a
                  Participating   Employer  whom  the  Committee  designates  as
                  eligible  to  participate  in the  Plan.  Notwithstanding  the
                  foregoing,  the Committee  shall permit only a select group of
                  management  or highly  compensated  employees  to be  Eligible
                  Employees.


         (o)      Employee  shall mean any person  employed as an employee by an
                  Employer  and on the  payroll  of an  Employer.  If a person's
                  status as an  employee  is  redetermined  retroactively,  such
                  redetermination  shall not  affect  participation  in the Plan
                  prior to the redetermination.


         (p)      Employer shall mean the Company and Participating Employers.


         (q)      ERISA shall mean the Employee  Retirement  Income Security Act
                  of 1974, as amended.

         (r)      Fair  Market  Value of a share of Common  Stock shall mean the
                  fair  value  thereof,  determined  under  such  Rules  as  the
                  Committee may establish. Unless the Committee so establishes a
                  different  meaning,  Fair  Market  Value of a share of  Common
                  Stock  shall mean as of a  particular  date,  (i) if shares of
                  Common Stock are listed on a national securities exchange, the
                  mean  between the highest and lowest  sales price per share of
                  Common Stock on the consolidated  transaction reporting system
                  for the principal national securities exchange on which shares
                  of  Common  Stock are  listed on that date or, if there  shall
                  have been no such sale so reported  on that date,  on the last
                  preceding  date on which such a sale was so reported,  (ii) if
                  shares of Common Stock are not so listed but are quoted on the
                  Nasdaq  National  Market,  the mean  between  the  highest and
                  lowest sales price per share of Common  Stock  reported by the

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                  Nasdaq  National  Market on that date, or, if there shall have
                  been  no  such  sales  reported  on  that  date,  on the  last
                  preceding  date on which such a sale was so  reported or (iii)
                  if the  Common  Stock is not so listed or quoted but is traded
                  in the  over-the-counter  market, the mean between the closing
                  bid and  asked  price  on  that  date,  or,  if  there  are no
                  quotations available for such date, on the last preceding date
                  on which such  quotations  shall be available,  as reported by
                  the Nasdaq  Stock  Market,  or, if not  reported by the Nasdaq
                  Stock Market, by the National Quotations Bureau Incorporated.


         (s)      Participant shall mean each Eligible Employee who has properly
                  completed and filed a Deferral Election with the Committee.


         (t)      Participating  Employer shall mean any Affiliate  which,  with
                  the consent of the Committee, elects to become and accepts the
                  obligations of an Employer hereunder.


         (u)      Plan  shall mean this  Unigraphics  Solutions  Inc.  Executive
                  Deferral Plan, as amended from time to time.


         (v)      Plan Year  shall  mean the  period  beginning  May 1, 2000 and
                  ending  December 31, 2000, and thereafter the calendar year or
                  such other period as the Committee may designate by Rule.


         (w)      Rule shall mean a determination, regulation, standard, or rule
                  of general applicability made by the Committee or the Board.


         (x)      Unigraphics  401(k)  Plan shall mean the  employee  retirement
                  plan intended to qualify under Code Sections 401(a) and 401(k)
                  as  established  by the Company  effective  April 1, 1999,  as
                  amended from time-to-time, any successor to such plan, and any
                  other plan of the Company or an Affiliate  intended to qualify
                  under Code Sections  401(a) and 401(k) as may be designated by
                  the Committee.


         (y)      Valuation  Date  shall  mean  such  date  (or  dates)  as  the
                  Committee  may, in its  discretion,  designate;  provided that
                  there shall be at least one Valuation Date each Plan Year.


2.2      Construction.  If any  provision of this Plan or any Rule is determined
         to be for any reason invalid or unenforceable, the remaining provisions
         of this Plan and the remaining  Rules shall  continue in full force and
         effect.  All of the  provisions  of this Plan and the  Rules  hereunder
         shall be  construed  and  enforced in  accordance  with the laws of the
         State of Delaware  (other than its laws  regarding  choice of laws) and
         shall be  administered  according to the laws of such state,  except as
         otherwise  required by ERISA, the Code or other applicable federal law.
         The masculine gender,  where appearing in this Plan or the Rules, shall
         include the feminine  gender,  and vice versa.  The terms "delivered to
         the Committee" and "filed with the  Committee," as used in this Plan or
         the Rules, shall include,  respectively,  delivery to and filing with a
         person or persons  designated by the Committee for the disbursement and

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         the receipt of  administrative  forms.  Headings and subheadings in the
         Plan or the Rules are for the purpose of reference  only and are not to
         be considered in the construction of this Plan or the Rules.

                                   ARTICLE III
                            PARTICIPATION AND VESTING

3.1      Eligibility  and  Participation.  An  Eligible  Employee  who  properly
         completes and files with the Committee a Deferral  Election pursuant to
         which a portion of his  Compensation  is deferred  under the Plan shall
         become a Participant.  A Participant  shall remain a Participant  until
         his entire Account under the Plan is extinguished, through distribution
         or otherwise.

3.2      Ceasing to be an Eligible Employee. Status as an Eligible Employee will
         be redetermined from time to time, at least annually.  If an individual
         ceases for any reason to be an Eligible Employee,  through  termination
         of employment  or  otherwise,  his Deferral  Election  shall  forthwith
         terminate,  and he shall not again  become  eligible to make a Deferral
         Election until he again becomes an Eligible Employee.

3.3      Vesting.  The  Committee  may  establish  Rules  governing  vesting and
         forfeitability of all or any portion of a Participant's Account.

                                   ARTICLE IV
               DEFERRAL ELECTIONS, MATCHING CREDITS AND ACCOUNTING

4.1      Deferral  Elections.  Each  Eligible  Employee  shall  be  provided  an
         opportunity to make a Deferral Election with respect to such portion of
         his Compensation as the Committee designates by Rule. The Committee may
         require or permit separate  Deferral  Elections to be made with respect
         to different  elements of  Compensation,  and may provide that Deferral
         Elections  shall be subject to minimum and maximum  limitations  on the
         amount deferred.

         Deferral Elections for a Plan Year shall be filed with the Committee no
         earlier than the date permitted by the Committee, and no later than the
         Deferral Election  Deadline.  Deferral  Elections for a Plan Year shall
         become irrevocable at such time as the Committee may designate by Rule.
         A Participant's Deferral Election shall automatically  terminate on his
         termination of employment, unless the Committee otherwise provides. The
         Committee  shall  determine  the form and manner of filing the Deferral
         Election,  which shall be by such means as the Committee  shall require
         or  permit,  including,  but not  limited  to  traditional  writing  or
         electronic means.

4.2      Additional  Credits.  The  Committee  may by Rule permit  additional or
         matching credits to be made to Participants' Accounts, at such time and
         based upon such criteria as the Committee deems appropriate.

4.3      Accounting for Deferred  Compensation.  The Committee shall maintain an
         Account  in the name of each  Participant.  The  value of each  Account
         shall be adjusted  as of each  Valuation  Date to reflect the  deferred

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         Compensation credited thereto, the rate of return credited (or charged)
         to such Account,  and any amounts  distributed  or withdrawn  from such
         Account  since  the  most  recent  prior  Valuation  Date.  In the sole
         discretion  of  the  Committee,   one  or  more   sub-Accounts  may  be
         established   for  each   Participant   to   facilitate   recordkeeping
         convenience and accuracy.

         Establishment  and  maintenance  of  Accounts  hereunder  shall  not be
         construed as giving any person any interest in assets of the Company or
         an Affiliate,  or a right to payment other than as provided  hereunder.
         An Account  shall be  maintained  until all  amounts  credited  to such
         Account  have been  withdrawn,  distributed,  forfeited,  or  otherwise
         extinguished in accordance with the terms and provisions of this Plan.

4.4      Rates of Return.  The Committee  shall by Rule establish and may change
         from time to time the rate of  return  to be  credited  or  charged  to
         Participants'  Accounts.  Such Rules may, but need not,  specify one or
         more rates of return  equal to the actual  rate of return on  specified
         predetermined  actual  investments  (whether or not assets are actually
         invested therein), and may, but need not, permit Participants to choose
         among alternative rates of return for all or part of their Accounts.

                                    ARTICLE V
                            DISTRIBUTION OF BENEFITS

5.1      Time and Form of Distribution. Simultaneously with the initial Deferral
         Election,  a  Participant  shall  elect  on a  form  permitted  by  and
         delivered to the Committee,  the timing and form of distribution of his
         Account,  subject to such  limitations  and exceptions as the Committee
         may, by Rule, require or permit. The Committee may, by Rule, change the
         timing and forms of payment  available  hereunder.  In  establishing or
         changing such Rules, the Committee shall take into account constructive
         receipt considerations.

5.2      Changes  in  Distribution   Options.   A  Participant  may  change  the
         previously  elected  form of  distribution  only  upon  such  terms and
         conditions as the Committee may establish by Rule.

5.3      Early Distributions.  The Committee, upon application of a Participant,
         in its sole discretion,  may direct  premature  distribution of part or
         all of a  Participant's  Account  either  during  employment  or  after
         employment  terminates,  on  such  basis  or for  such  reasons  as the
         Committee may permit.

5.4      Committee  Discretion to Distribute.  The Committee may establish Rules
         requiring distribution of all or any part of a Participant's Account to
         be made  earlier  or later  than the time  elected  by the  Participant
         pursuant to Section 5.1, 5.2, or 5.3.

5.5      Form  of  Payment.  All  benefits  under  this  Plan  shall  be paid by
         negotiable  check or other cash  equivalent  from the trust (if any) or
         other general funds of the Employer, or if the Committee so designates,
         in the form of a fully paid insurance or annuity  contract or in Common
         Stock or other Employer  securities,  valued at their Fair Market Value

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         at the time of  payment.  For this  purpose,  500,000  shares of Common
         Stock are  reserved for  delivery  hereunder.  Such shares may be newly
         issued shares,  treasury shares, or shares acquired on the open market.
         In the event of any stock  dividend,  stock split,  share  combination,
         spin-off, reorganization, recapitalization, merger or other transaction
         involving  the Company or its  outstanding  securities,  the number and
         kind of shares of Common Stock or other securities  reserved under this
         Plan shall be adjusted by the Board,  in its  discretion,  as the Board
         deems appropriate to reflect such transaction.

5.6.     Death of a  Participant.  In the  event of the  death of a  Participant
         prior  to  distribution  of  all  amounts   otherwise  payable  to  the
         Participant hereunder,  the Participant's  Beneficiary or Beneficiaries
         shall be entitled to distribution of all vested amounts credited to the
         Participant's  Account,  in such form as the Committee may designate by
         Rule. Each  Participant may designate a Beneficiary or Beneficiaries to
         receive  payment  of his  benefits  under this Plan in the event of his
         death,  and may revoke or change such  designation,  in accordance with
         such procedures as the Committee shall promulgate. Unless the Committee
         otherwise  provides,  a  Participant  may  revoke  his  designation  of
         Beneficiary  (without  the consent of any  Beneficiary)  and make a new
         designation of  Beneficiary by filing a new form with the Committee.  A
         properly completed and executed change in a designation of Beneficiary,
         unless the  Committee  provides  to the  contrary,  shall  take  effect
         immediately   upon   being   filed  with  the   Committee   during  the
         Participant's   lifetime.  If  upon  a  Participant's  death  no  valid
         designation  of  Beneficiary  is on file  with the  Committee,  or if a
         Beneficiary  dies before payments are completed and there are no living
         contingent  or  successive  Beneficiaries,  then,  unless the Committee
         establishes a different  Rule,  any remaining  payments under this Plan
         shall be made (1) to the Participant's surviving spouse, if any, or (2)
         if there is no surviving spouse, then to the Participant's estate.

5.7      Withholding.  A  Participant's  Employer or the Company  shall have the
         right to deduct applicable taxes  (including,  but not limited to FICA)
         from  amounts  deferred  pursuant  to an Eligible  Employee's  Deferral
         Election and from any amounts  payable  hereunder to a  Participant  or
         Beneficiary  and from  amounts  otherwise  subject  to any tax,  and to
         withhold an appropriate  amount of cash or a number of shares of Common
         Stock or a  combination  thereof  for  payment of taxes or to take such
         other  action as may be necessary in the opinion of the Employer or the
         Company to satisfy all obligations  for withholding of such taxes.  The
         Committee may also permit  withholding  to be satisfied by the transfer
         to the  Company  of cash,  shares of Common  Stock,  or other  property
         theretofore owned by the Participant or Beneficiary.

5.8      Facility of Payment.  In the event any  distribution  is payable  under
         this Plan to a minor or other individual who is legally,  physically or
         mentally incompetent to receive such payment, the Committee in its sole
         discretion  shall  pay such  benefits  to one or more of the  following
         persons:

         (a)      Directly to such minor or other person;

         (b)      To the legal  guardian or  conservator  of such minor or other
                  person;

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         (c)      To  the  spouse,  parent,  brother,  sister,  child  or  other
                  relative  of such  minor or other  person  for the use of such
                  minor or other person; or

         (d)      To such other person as the Committee deems appropriate.

         The Committee  shall not be required to see to the  application  of any
         distribution so made to any of such persons,  but the receipt therefore
         shall be a full  discharge of the liability of the Plan, the Committee,
         the Employers, and the trustee (if any) to such minor or other person.

5.9      Waiver and Release.  The Committee may condition the payment of some or
         all benefits  hereunder on the  Participant's  entering  into a binding
         release and waiver in such form as the Committee shall permit.

                                   ARTICLE VI
                               PAYMENT LIMITATIONS

6.1      Assignment.  Except as the Committee  may otherwise  permit by Rule, no
         Participant  or  Beneficiary  of a Participant  shall have any right to
         assign, pledge, hypothecate,  anticipate or in any way create a lien on
         any amounts payable  hereunder.  No amounts payable  hereunder shall be
         subject to assignment or transfer or otherwise be alienable,  either by
         voluntary  or  involuntary  act, or by  operation of law, or subject to
         attachment,  execution,  garnishment,  sequestration  or other  seizure
         under any legal,  equitable or other  process,  or be liable in any way
         for the debts or defaults of Participants and their Beneficiaries.

6.2      Change of  Control.  Upon the first  event  constituting  a part of the
         Change of Control ("CIC Event"):


         (a)      the members of the Board serving  immediately prior to the CIC
                  Event may, in their sole and absolute  discretion,  direct the
                  Committee to distribute  all amounts  credited to the Accounts
                  of   Participants  in  a  single  lump  sum  payment  to  each
                  Participant,  net of investment  charges,  surrender  charges,
                  etc. following which the Plan shall terminate;

         (b)      no  changes  shall be made to any Rules in effect  immediately
                  prior to the CIC Event and no new Rules shall be  promulgated;
                  and

         (c)      Plan  amendments  shall be  subject  to the last  sentence  of
                  Section 10.1 (Amendment and Termination).

                                   ARTICLE VII
                              FUNDING AND EXPENSES

7.1      Funding. Benefits under this Plan shall be funded solely by the Company
         and its Affiliates.  Benefits  hereunder  shall  constitute an unfunded
         general obligation of each Participant's  respective  Employer.  In the

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         event a  Participant  has been  employed  by more  than  one  Employer,
         benefits  hereunder shall constitute an unfunded general  obligation of
         the  Participant's  most recent Employer.  All payments under this Plan
         shall be deemed made by the Participant's  Employer from general assets
         available  to all  unsecured  creditors of the Employer in the event of
         its  insolvency.  Each  Participant  has merely the status of a general
         unsecured creditor of his Employer.

         Notwithstanding  the foregoing,  the Company and the Employers may, but
         need not create for purposes of this Plan a trust of the type  commonly
         referred  to as a  "rabbi"  trust,  which  may,  but  need  not,  be in
         substantial conformity to the terms of the model trust published by the
         Internal Revenue Service in Rev. Proc. 92-64 or any successor  thereto.
         The Employer  may transfer  assets to the trustee of such trust to hold
         and to make  distributions  under this Plan on behalf of the Employers.
         The  assets so held in trust  shall  remain the  general  assets of the
         Employers,  which are the  grantors  under  the  trust.  The  rights of
         Participants  and  their  Beneficiaries  under  this Plan and the trust
         shall be exclusively  unsecured  contractual  rights. No Participant or
         Beneficiary shall have any right,  title or interest  whatsoever in the
         trust.

7.2      Creditor  Status.  A Participant and his  Beneficiary or  Beneficiaries
         shall be general creditors of the  Participant's  Employer with respect
         to the payment of any benefit under this Plan, unless such benefits are
         provided under a contract of insurance or an annuity  contract that has
         been delivered to the  Participant,  in which case the  Participant and
         his Beneficiary or Beneficiaries shall look to the insurance carrier or
         annuity provider for payment, and not to the Employer or any Affiliate.
         The  Employer's  or  Affiliate's  obligation  for such benefit shall be
         discharged  by the  purchase  and delivery of such annuity or insurance
         contract.

7.3      Expenses.  The expenses of administering the Plan shall be borne by the
         Employers,  provided  that,  prior to a CIC Event,  the  Committee  may
         direct that assets of the trust,  if any,  shall be applied to pay such
         expenses.

                                  ARTICLE VIII
                                 ADMINISTRATION

8.1      Committee. Except for rights and powers expressly reserved to the Board
         or the Company, the Plan will be administered by the Committee.

8.2      Committee  Powers.  The Committee shall have the power and authority in
         its sole and absolute discretion:

         (a)      To make and from  time to time  amend  Rules by which the Plan
                  will be implemented and administered  from time to time, which
                  Rules shall be binding on the Employers  and all  Participants
                  and  their   Beneficiaries,   even   though   they  may  apply
                  retroactively to Participants whose employment has terminated;

         (b)      To construe and interpret the Plan,  determine the application
                  of the Plan to situations where such application is unclear or
                  disputable,  to resolve all  questions  arising under the Plan

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                  (including  questions of fact) and make equitable  adjustments
                  for any mistakes or errors made in the  administration  of the
                  Plan;  provided that individual  exceptions to Rules shall not
                  be permitted;

         (c)      To determine all questions  arising in the  administration  of
                  the Plan,  including  the  power to  determine  the  status of
                  individuals as Eligible Employees,  the rights of Participants
                  and their  beneficiaries  and the  amount of their  respective
                  benefits  and  such  determination,  interpretation  or  other
                  action  shall be final and binding for all  purposes  and upon
                  all persons;

         (d)      To adopt,  amend and  rescind  such rules  (including  Rules),
                  regulations  and forms as it may deem necessary for the proper
                  and efficient  administration  of the Plan consistent with its
                  purposes, which rules may permit case-by-case determinations;

         (e)      To enforce  and  administer  the Plan in  accordance  with its
                  terms  and the  rules,  regulations  and forms it  adopts;  to
                  appoint  a plan  administrator  and to  delegate  to the  plan
                  administrator  such  administrative  duties  as the  Committee
                  shall deem appropriate;

         (f)      To take such action and establish such  procedures as it deems
                  necessary or appropriate to coordinate  deferrals and benefits
                  under this Plan and any other plan;

         (g)      To  select,  monitor and  prospectively  change  the  rates of
                  return to be credited under the Plan;

         (h)      To take such action and establish such  procedures as it deems
                  necessary or  appropriate to implement  Participant  elections
                  and  designations  of rates of return,  and to coordinate  the
                  Employers'  actions,  if any, taken to reduce or eliminate the
                  Employers' exposure to market fluctuations;

         (i)      To direct the  appropriate  person to make  payments  from the
                  Plan;

         (j)      To  employ  such  counsel,   auditors,   actuaries,  or  other
                  specialists (who may be counsel, auditors,  actuaries or other
                  specialists  for the Company)  and to engage such  clerical or
                  other services to the extent such services are not provided by
                  the Company;

         (k)      To maintain records  concerning the Plan sufficient to prepare
                  reports, returns and other information required by the Plan or
                  by law,  and to  communicate  the  terms  of the  Plan and any
                  material  amendments  thereto to the  Eligible  Employees  and
                  Participants;

         (l)      To delegate such of its powers and authorities  (including the
                  power and  authority  to  delegate) to such person or persons,
                  with his,  her, its or their  consent,  as the  Committee  may
                  appoint; and

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<PAGE>

         (m)      To do all  other  things  the  Committee  deems  necessary  or
                  desirable for the advantageous  administration of the Plan and
                  to make the Plan fully  effective in accordance with its terms
                  and intent.

8.2      Claims for  Benefits.  In the event that a Participant  or  Beneficiary
         claims to be eligible for benefits, or claims any rights hereunder,  he
         must complete and submit such claims forms and supporting documentation
         as shall be  required by the  Committee,  in its sole  discretion.  The
         Committee shall, by Rule, establish procedures  (including appeals) for
         considering and deciding claims.

8.3      Receipt and Release of Necessary Information. In implementing the terms
         of this Plan,  the Committee  may,  without the consent of or notice to
         any person,  release to or obtain from any other organization or person
         any information,  with respect to any person, which the Committee deems
         to be necessary  for such  purposes.  Any  Participant  or  Beneficiary
         claiming  benefits  under this Plan shall furnish to the Committee such
         information as may be necessary to determine eligibility for and amount
         of benefit, as a condition of claiming and receiving such benefit.

8.4      Overpayment and  Underpayment of Benefits.  The Committee may adopt, in
         its  sole  discretion,   whatever  rules,   procedures  and  accounting
         practices  are  appropriate  in  providing  for the  collection  of any
         overpayment of benefits.  If a Participant  or Beneficiary  receives an
         underpayment  of benefits,  the Committee  shall direct that  immediate
         payment be made to make up for the  underpayment.  If an overpayment is
         made  to  a  Participant  or  Beneficiary,  for  whatever  reason,  the
         Committee may, in its sole discretion,  withhold payment of any further
         benefits under the Plan until the overpayment has been collected or may
         require  repayment of benefits  paid under this Plan without  regard to
         further  benefits  to  which  the  Participant  or  Beneficiary  may be
         entitled.

                                   ARTICLE IX
                       OTHER BENEFIT PLANS OF THE COMPANY

9.1      Other Plans. Nothing contained in this Plan shall prevent a Participant
         prior to his death, or his Beneficiary after his death, from receiving,
         in addition to any payments  provided for under this Plan, any payments
         provided for under any other plan or benefit program of an Employer, or
         which would otherwise be payable or distributable to the Participant or
         Beneficiary  under  any plan or  policy of an  Employer  or  otherwise.
         Nothing in this Plan shall be  construed as  preventing  the Company or
         any Affiliate from  establishing any other or different plans providing
         for current or deferred  compensation for employees.  Benefits provided
         under this Plan  shall not  constitute  earnings  or  compensation  for
         purposes of determining contributions or benefits under any plan of the
         Company  intended to "qualify"  under  Section 401 of the Code,  unless
         specifically provided otherwise in such plan.

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<PAGE>

                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

10.1     Amendment and  Termination.  The Committee may amend or terminate  this
         Plan at any time and in its sole  discretion,  by (and only by) written
         resolution.  Any such amendment or termination  shall be binding on the
         Employers and all Participants and their Beneficiaries,  even though it
         may be retroactive and applicable to Participants  whose  employment by
         the Company or an Employer has terminated.  The Committee may amend any
         Rule at any time.  However, no amendment or termination of the Plan and
         no  amendment  of  a  Rule  shall  adversely  affect  the  right  of  a
         Participant to payment of a benefit to which the  Participant  would be
         entitled  (then  or  thereafter)  under  the  terms  of the Plan if the
         Participant's  employment terminated immediately before the adoption of
         such  amendment  or  termination  of the  Plan  or  Rule,  unless  such
         amendment  or  termination  of the Plan or amendment of the Rule in the
         reasonable  judgment  of the  Committee  is  required  to  comply  with
         applicable  law or to preserve the tax treatment of benefits under this
         Plan for the  Employers or for the  Participant,  or is consented to by
         the affected  Participant.  Following the occurrence of a CIC Event, no
         amendment  of the Plan or of any Rule may be made  without  the written
         consent of the Board,  except for  amendments  necessary to comply with
         applicable law.

10.2     Continuation.  The Company intends to continue this Plan  indefinitely,
         but nevertheless  assumes no contractual  obligation beyond the promise
         to pay the benefits described in this Plan to its Employees.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.1     No Reduction of Employer Rights.  Nothing  contained in this Plan shall
         be  construed  as a contract of  employment  between the Company or any
         Affiliate and an employee,  or as a right of any person to be continued
         in the employment of the Company or any  Affiliate,  or as a limitation
         of the right of the Company or an  Affiliate  to  discharge  any of its
         employees, with or without cause.

11.2     Indemnification.  The  Company  hereby  indemnifies  each member of the
         Committee and each employee who is delegated responsibilities under the
         Plan against any and all liabilities and expenses, including attorney's
         fees,  actually and reasonably  incurred by them in connection with any
         threatened,   pending  or   completed   legal  action  or  judicial  or
         administrative  proceeding  to which  they  may be a  party,  or may be
         threatened  to be  made a  party,  by  reason  of  membership  on  such
         Committee  or due to a  delegation  of  responsibilities,  except  with
         regard to any matters as to which they shall be adjudged in such action
         or proceeding to be liable for gross  negligence or willful  misconduct
         in connection therewith.




                                     - 12 -
<PAGE>



11.3     Successors.  All  obligations  of an Employer  under this Plan shall be
         binding on any  successor to such  Employer,  whether the  existence of
         such successor is the result of a direct or indirect purchase,  merger,
         consolidation,  or  otherwise,  of  all  or  substantially  all  of the
         business and/or assets of the Employer.













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