COLLINS INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN

1. INTRODUCTION

   The purpose of this Plan is to provide eligible executives of Collins Industries, Inc. and its affiliated entities with a means of accumulating additional funds for retirement on a tax-deferred basis. This Plan is designed and shall at all times be administered as an unfunded arrangement and not a qualified arrangement under Section 401(a) of the Internal Revenue Code of 1986, as amended.

2. DEFINITIONS
   1. "Administrator" means the Board or its designee.
   2. "Beneficiary" means the person who becomes entitled to receive a Participant's Deferred Benefit Account in the event of the Participant's death. The Participant may designate a primary and contingent Beneficiary by filing a written notice of such designation with the Administrator in the manner prescribed by and acceptable to the Administrator. The Participant may from time to time change the designated Beneficiary by filing a new designation in writing with the Administrator. If no designation is in effect at the time any benefits payable under this Plan shall become due, the Beneficiary shall be the spouse of the Participant, or if no spouse is then living, the Participant's estate.
   3. "Board" means the Board of Directors of the Sponsor or any committee thereof acting within the scope of its authority.
   4. "Compensation" means the Participant's base salary and incentive compensation paid by his Employer with respect to services rendered by such Participant during a Plan Year.
   5. "Deferral Contributions" means the portion of a Participant's Compensation that is credited to his Deferred Benefit Account pursuant to a Compensation reduction agreement by and between the Participant and his Employer.
   6. "Deferred Benefit Account" means the bookkeeping account and sub-account(s) maintained by the Employer to reflect each Participant's interest in the Plan.
   7. "Determination Date" means the last day of each calendar quarter, and such other more frequent dates as the Administrator shall specify as of which a Participant's Deferred Benefit Account is determined in accordance with Article IV.
   8. "Disability" means a permanent physical or mental impairment that renders a person incapable of continuing to perform satisfactory services for the Employer and qualifies such person for disability benefits under the Employer's long term disability plan. If no such long term disability plan is maintained by the Employer or the person is not a participant in such plan, then the determination of whether a Participant is permanently disabled shall be made by the Administrator upon the basis of competent medical advice obtained in the sole discretion of the Administrator.
   9. "Effective Date" means January 1, 2002, the effective date of this Plan.
   10. "Employer" means the Sponsor and its affiliated entities, if any, that are authorized by the Sponsor to participate in the Plan.
   11. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
        

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