Exhibit 4.1.1

                                                                         4/11/94

                                  Exhibit 4.1.1
                            Microchip Technology Inc.
                          Supplemental Retirement Plan



                  The CORPORATEplan for Retirement select Plan

                               BASIC PLAN DOCUMENT











                                 IMPORTANT NOTE

This document is not an IRS approved  Prototype  Plan. An Adopting  Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing  deferred  compensation to a select group
of management or highly compensated employees" and exempt from parts 2 through 4
of Title I of the Employee  Retirement  Income Security Act of 1974 with respect
to the Employer's particular  situation.  Fidelity Management Trust Company, its
affiliates  and  employees  may not provide you with legal advice in  connection
with the execution of this  document.  This document  should be reviewed by your
attorney and/or accountant prior to execution.



                                   CPR SELECT
                               BASIC PLAN DOCUMENT

ARTICLE 1
  ADOPTION AGREEMENT

ARTICLE 2
  DEFINITIONS
  2.01 - Definitions
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ARTICLE 3
  PARTICIPATION
  3.01 - Date of Participation
  3.02 - Resumption of Participation Following Re employment
  3.03 - Cessation or Resumption of Participation Following a Change in Status

ARTICLE 4
  CONTRIBUTIONS
  4.01 - Deferral Contributions
  4.02 - Matching Contributions
  4.03 - Time of Making Employer Contributions

ARTICLE 5
  PARTICIPANTS' ACCOUNTS
  5.01 - Individual Accounts

ARTICLE 6
  INVESTMENT OF CONTRIBUTIONS
  6.01 - Manner of Investment
  6.02 - Investment Decisions

ARTICLE 7
  RIGHT TO BENEFITS
  7.01 - Normal or Early Retirement
  7.02 - Death
  7.03 - Other Termination of Employment
  7.04 - Separate Account
  7.05 - Forfeitures
  7.06 - Adjustment for Investment Experience
  7.07 - Hardship Withdrawals

ARTICLE 8
  DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE
  8.01 - Distribution of Benefits to Participants and Beneficiaries
  8.02 - Determination of Method of Distribution
  8.03 - Notice to Trustee
  8.04 - Time of Distribution

ARTICLE 9
  AMENDMENT AND TERMINATION
  9.01 - Amendment by Employer
  9.02 - Retroactive Amendments
  9.03 - Termination
  9.04 - Distribution Upon Termination of the Plan

ARTICLE 10
  MISCELLANEOUS
  10.01 - Communication to Participants
  10.02 - limitation of Rights
  10.03 - Nonalienability of Benefits
  10.04 - Facility of Payment
  10.05 - Information between Employer and Trustee
  10.06 - Notices
  10.07 - Governing Law

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ARTICLE 11
  PLAN ADMINISTRATION
  11.01 - Powers and responsibilities of the Administrator
  11.02 - Nondiscriminatory Exercise of Authority
  11.03 - Claims and Review Procedures
  11.04 - Cost of Administration

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                                    PREAMBLE

It is the intention of the Employer to establish herein an unfunded plan
maintained solely for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title
I of ERISA.

Article 1. ADOPTION AGREEMENT.

Article 2. DEFINITIONS.

2.01. DEFINITIONS.

     (a) Wherever used herein, the following terms have the meanings set forth
     below, unless a different meaning is clearly required by the context:

          (1) "Account" means an account established on the books of the
          Employer for the purpose of recording amounts credited on behalf of a
          Participant and any income, expenses, gains or losses included
          thereon.

          (2) "Administrator" means the Employer adopting this Plan, or other
          person designated by the Employer in Section 1.01(b).

          (3) "Adoption Agreement" means Article 1 under which the Employer
          establishes and adopts or amends the Plan and designates the optional
          provisions selected by the Employer. The provisions of the Adoption
          Agreement shall be an integral part of the Plan.

          (4) "Beneficiary" means the person or persons entitled under Section
          7.02 to receive benefits under the Plan upon the death of a
          Participant.

          (5) "Code" means the Internal Revenue Code of 1986, as amended from
          time to time.

          (6) "Compensation" shall mean for purposes of Article 4
          (Contributions) wages as defined in Section 3401(a) of the Code and
          all other payments of compensation to an employee by the employer (in
          the course of the employers trade or business) for which the employer
          is required to finish the employee a written statement under Section
          6041(d) and 6051(a)(3) of the Code, excluding any items elected by the
          Employer in Section 1.04, reimbursements or other expense allowances,
          fringe benefits (cash and non-cash), moving expenses, deferred
          compensation and welfare benefits, but including amounts that are not
          includable in the gross income of the Participant under a salary
          reduction agreement by reason of the application of Sections 125,
          402(a)(8), 402(h), or 403(b) of the Code. Compensation must be
          determined without regard to any rules under Section 3401(a) of the
          Code that limit the remuneration included in wages based on the nature
          or location of the employment or the services performed (such as the
          exception for agricultural labor in Section 3401(a)(2) of the Code).

               Compensation shall generally be based on the amount that would
          have been actually paid to the Participant during the Plan Year but
          for an election under Section 4.01.
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               In the case of any self-employed individual or an Owner-Employee
          Compensation shall mean the Individual's Earned Income.

          (7) "Earned Income" mean, the net earnings of a Self-Employed
          Individual derived from the trade or business with respect to which
          the Plan is established and for which the personal services of such
          individual are a material income-providing factor, excluding any items
          not included in gross income and the deductions allocated to such
          items, except that for taxable years beginning after December 31, 1989
          net earnings shall be determined with regard to the deduction allowed
          under Section 164(f) of the Code, to the extent applicable to the
          Employer. Net earnings shall be reduced by contributions of the
          Employer to any qualified plan, to the extent a deduction is allowed
          to the Employer for such contributions under Section 404 of the code.

          (8) "Employee" means any employee of the Employer, Self-Employed
          Individual or Owner-Employee.

          (9) "Employer" means the employer named in Section 1.02(a) and any
          Related Employers designated in Section 1.02(b).

          (10) "Employment Commencement Date" means the date on which the
          Employee first performs an Hour of Service.

          (11) "ERISA" means the Employee Retirement Income Security Act of
          1974, as from time to time amended.

          (12) "Fidelity Fund" means any Registered Investment Company which is
          made available to plans utilizing the CORPORATEplan for Retirement
          Select Plan.

          (13) "Fund Share" means the share, unit, or other evidence of
          ownership in a Fidelity Fund.

          (14) "Hour of Service" means, with respect to any Employee,

               (A) Each hour for which the Employee is directly or indirectly
               paid, or entitled to payment, for the performance of duties for
               the Employer or a Related Employer, each such hour to be credited
               to the Employee for the computation period in which the duties
               were performed;

               (B) Each hour for which the Employee is directly or indirectly
               paid, or entitled to payment, by the Employer or Related Employer
               (including payments made or due from a trust fund or insurer to
               which the Employer contributes or pays premiums) on account of a
               period of time during which no duties are performed (irrespective
               of whether the employment relationship has terminated) due to
               vacation, holiday, illness, incapacity, disability, layoff, jury
               duty, military duty, or leave of absence, each such hour to be
               credited to the Employee for the Eligibility Computation Period
               in which such period of time occurs, subject to the following
               rules:

                    (i) No more than 501 Hours of Service shall be credited
                    under this paragraph (B) on account of any single continuous
                    period during which the Employee performs no duties;

                    (ii) Hours of Service shall not be credited under this
                    paragraph (B) for a payment which solely reimburses the
                    Employee for medically-related expenses, or which is made or
                    due under a plan maintained solely for the purpose of

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                    complying with applicable workmen's compensation,
                    unemployment compensation or disability insurance laws; and
                    (iii) If the period during which the Employee performs no
                    duties falls within two or more computation periods and if
                    the payment made on account of such period is not calculated
                    on the basis of unite of time, the Hours of Service credited
                    with respect to such period shall be allocated between not
                    more than the first two such computation periods on any
                    reasonable basis consistently applied with respect to
                    Similarly situated Employees; and

               (C) Each hour not counted under paragraph (A) or (B) for which
               back pay, irrespective of mitigation of damages, has been either
               awarded or agreed to be paid by the Employer or a Related
               Employer, each such hour to be credited to the Employee for the
               computation period to which the award or agreement pertains
               rather than the computation period in which the award agreement
               or payment is made.

                    For purposes of determining Hours of Service, Employees of
               the Employer and of all Related Employers will be treated as
               employed by a Single employer. For purposes of paragraphs (B) and
               (C) above, Hours of Service will be calculated in accordance with
               the provisions of Section 2530.200b-2(b) of the Department of
               Labor regulations which are incorporated herein by reference.

                    Solely for purposes of determining whether a break in
               service for participation purposes has occurred in a computation
               period, an individual who is absent from work for maternity or
               paternity reasons shall receive credit for the hours of service
               which would otherwise been credited to such individual but for
               such absence, or in any case in which such hours cannot be
               determined, 8 hours of service per day of such absence. For
               purposes of this paragraph, an absence from work for maternity
               reasons means an absence (1) by reason of the pregnancy of the
               individual, (2) by reason of a birth of a child of the
               individual, (3) by reason of the placement of a child with the
               individual in connection with the adoption of such child by such
               individual, or (4) for purposes of caring for such child for a
               period beginning immediately following such birth or placement.
               The hours of service credited under this paragraph shall be
               credited (1) in the computation period in which the absence
               begins if the crediting is necessary to prevent a break in
               service in that period, or (2) in all other cases, in the
               following computation period.

          (15) "Normal Retirement Age" means the normal retirement age specified
          in Section 1.06(a) of the Adoption Agreement.

          (16) "Owner-Employee" means, if the Employer is a sole proprietorship,
          the individual who is the sole proprietor, or if the Employer is a
          partnership, a partner who owns more than 10 percent of either the
          capital interest or the profits interest of the partnership.

          (17) "Participant" means any Employee who participates in the Plan in
          accordance with Article 3 hereof.

          (18) "Plan" means the plan established by the Employer as set forth
          herein as a new plan or as an amendment to an existing plan,

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          by executing the Adoption Agreement, together with any and all
          amendments hereto.

          (19) "Plan Year" means the 12-consecutive month period designated by
          the Employer in Section 1.01(d).

          (20) "Registered Investment Company" means any one or more
          corporations, partnerships or trusts registered under the Investment
          Company Act of 1940 for which Fidelity Management and Research Company
          serves as investment advisor.

          (21) "Related Employer" means any employer other than the Employer
          named in Section 1.02(a), if the Employer and such other employer are
          members of a controlled group of corporation, (as defined in Section
          414(b) of the Code) or an affiliated service group (as defined in
          Section 414(m)), or are trades or businesses (whether or not
          incorporated) which are under common control (as defined in Section
          414(c)), or such other employer is required to be aggregated with the
          Employer pursuant to regulations issued under Section 414(o).

          (22) "Self-Employed Individual" means an individual who has Earned
          Income for the taxable year from the Employer or who would have had
          Earned Income but for the fact that the trade or business had no net
          profit, for the taxable year.

          (23) "Trust" means the trust created by the Employer.

          (24) "Trust Agreement" means the agreement between the Employer and
          the Trustee, as set forth in a separate agreement, under which assets
          are held, administered, and managed subject to the claims of the
          Employer's creditors in the event of the Employer's insolvency, until
          paid to Plan Participants and their Beneficiaries as specified in the
          Plan.

          (25) "Trust Fund" means the property held in the Trust by the Trustee.

          (26) "Trustee" means the corporation or individuals appointed by the
          Employer to administer the Trust in accordance with the Trust
          Agreement.

          (27) "Years of Service for Vesting" means, with respect to any
          Employee, the number of whole years of his periods of service with the
          Employer or a Related Employer (the elapsed time method to compute
          vesting service), subject to any exclusions elected by the Employer in
          Section 1.07(b). An Employee will receive credit for the aggregate of
          all time periods) commencing with the Employee's Employment
          Commencement Date and ending on the date a break in service begins,
          unless any such years are excluded by Section 1.07(b). An Employee
          will also receive credit for any period of severance of less than 12
          consecutive months. Fractional periods of a year will be expressed in
          terms of days.

               In the case of a Participant who has 5 consecutive 1-year breaks
          in service, all years of service after such breaks in service will be
          disregarded for the purpose of vesting the Employer-derived account
          balance that accrued before such breaks, but both pre-break and
          post-break service will count for the purposes of vesting the
          Employer-derived account balance that accrues after such breaks. Both
          accounts will share in the earnings and losses of the fund.

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               In the case of a Participant who does not have 5 consecutive
          1-year breaks in service, both the pre-break and post-break service
          will count in vesting both the pre-break and post-break
          employer-derived account balance.

               A break in service is a period of severance of at least 12
          consecutive months. Period of severance is a continuous period of time
          during which the Employee is not employed by the Employer. Such period
          begins on the date the Employee retires, quite or is discharged, or if
          earlier, the 12 month anniversary of the date on which the Employee
          was otherwise first absent from service.

               In the case of an individual who is absent from work for
          maternity or paternity reasons, the 12-consecutive month period
          beginning on the first anniversary of the first date of such absence
          shall not constitute a break in service. For purposes of this
          paragraph, an absence from work for maternity or paternity reasons
          means an absence (1) by reason of the pregnancy of the individual, (2)
          by reason of the birth of a child of the individual, (3) by reason of
          the placement of a child with the individual in connection with the
          adoption of such child by such individual, or (4) for purposes of
          caring for such child for a period beginning immediately following
          such birth or placement.

               If the Plan maintained by the Employer is the plan of a
          predecessor employer, an Employee's Years of Service for Vesting shall
          include years of service with such predecessor employer. In any case
          in which the Plan maintained by the Employer is not the plan
          maintained by a predecessor employer, service for such predecessor
          shall be treated as service for the Employer to the extent provided in
          Section 1.08.

     (b) Pronouns used in the Plan are in the masculine gender but include the
     feminine gender unless the context clearly indicates otherwise.

Article 3. PARTICIPATION.

3.01. DATE OF PARTICIPATION. An eligible Employee (as set forth in Section
1.03(a)) will become a Participant in the Plan on the first Entry Date after
which he becomes an eligible Employee if he has filed an election pursuant to
Section 4.01. If the eligible Employee does not file an election pursuant to
Section 4.01 prior to his first Entry Date, then the eligible Employee will
become a Participant in the Plan as of the first day of a Plan Year for which he
has filed an election.

3.02. RESUMPTION OF PARTICIPATION FOLLOWING RE EMPLOYMENT. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will again become a Participant as of an Entry Date following the date on which
he completes an Hour of Service for the Employer following his re employment, if
he is an eligible Employee as defined in Section 1.03(a), and has filed an
election pursuant to Section 4.01.

3.03. CESSATION OR RESUMPTION OF PARTICIPATION FOLLOWING A CHANGE IN STATUS. If
any Participant continues in the employ of the Employer or Related Employer but
ceases to be an eligible Employee as defined in Section 1.03(a), the individual
shall continue to be a Participant until the entire amount of his benefit is
distributed; however, the individual shall not be entitled to make Deferral
Contributions or receive an allocation of Matching contributions during the
period that he is not an eligible Employee. Such Participant shall continue to
receive credit for service completed during the period for purposes of
determining his vested interest in his Accounts. In the event that the
individual

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subsequently again becomes an eligible Employee, the individual shall resume
full participation in accordance with Section 3.01.

ARTICLE 4. CONTRIBUTIONS.

4.01. DEFERRAL CONTRIBUTIONS. Each Participant may elect to execute a salary
reduction agreement with the Employer to reduce his Compensation by a specified
percentage not exceeding the percentage set forth in Section 1.05(a) and equal
to a whole number multiple of one (1) percent. Such agreement shall become
effective on the first day of the period as set forth in the Participant's
election. The election will be effective to defer Compensation relating to all
service, performed in a Plan Year subsequent to the filing of such an election.
An election once made will remain in effect until a new election is made. Anew
election will be effective as of the first day of the following Plan Year and
will apply only to Compensation payable with respect to services rendered after
such date. Amounts credited to a Participant's account prior to the effective
date of any new election will not be affected and will be paid in accordance
with that prior election. The Employer shall credit an amount to the account
maintained on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively. A Participant may not revoke a salary reduction agreement for a
Plan year during that year.

4.02. MATCHING CONTRIBUTIONS. If so provided by the Employer in Section 1.05(b),
the Employer shall make a Matching Contribution to be credited to the account
maintained on behalf of each Participant who had Deferral Contributions made on
his behalf during the year and who meets the requirement, if any, of Section
1.05(b)(3). The amount of the Matching Contribution shall be determined in
accordance with Section 1.05(b).

4.03. TIME OF MAKING EMPLOYER CONTRIBUTIONS. The Employer will from time to time
make a transfer of assets to the Trustee for each Plan Year. The Employer shall
provide the Trustee with information on the amount to be credited to the
separate account of each Participant maintained under the Trust.

ARTICLE 5. PARTICIPANTS' ACCOUNTS.

5.01. INDIVIDUAL ACCOUNTS. The Administrator will establish and maintain an
Account for each Participant which will reflect Matching and Deferral
Contributions credited to the Account on behalf of the Participant and earnings,
expenses, gains and losses credited thereto, and deemed investments made with
amounts in the Participant's Account. The Administrator will establish and
maintain such other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its duties under the
Plan. Participants will be furnished statements of their Account values at least
once each Plan Year.

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ARTICLE 6. INVESTMENT OF CONTRIBUTIONS.

6.01. MANNER OF INVESTMENT. All amounts credited to the Accounts of Participants
shall be treated as though invested and reinvested only in eligible investments
selected by the Employer in Section 1.11(b).

6.02. INVESTMENT DECISIONS. Investments in which the Accounts of Participants
shall be treated as invested and reinvested shall be directed by the Employer or
by each Participant, or both, in accordance with the Employer's election in
Section 1.11(a).

     (a) All dividends, interest, gains and distributions of any nature earned
     in respect of Fund Shares in which the Account is treated as investing
     shall be credited to the Account as though reinvested in additional shares
     of that Fidelity Fund.

     (b) Expenses attributable to the acquisition of investments shall be
     charged to the Account of the Participant for which such investment is
     made.

ARTICLE 7. RIGHT TO BENEFITS.

7.01. Normal or Early Retirement. If provided by the Employer in Section
1.07(d), each Participant who attains his Normal Retirement Age or Early
Retirement Age will have a nonforfeitable interest in his Account in accordance
with the vesting schedule elected in Section 1.07. If a Participant retires on
or after attainment of Normal or Early Retirement Age, such retirement is
referred to as a normal retirement. On or after his normal retirement, the
balance of the Participant's Account, plus any amounts thereafter credited to
his Account, subject to the provisions of Section 7.06, will be distributed to
him in accordance with Article 8.

     If provided by the Employer in Section 1.06, a Participant who separates
from service before satisfying the age requirements for early retirement, but
has satisfied the service requirement will be entitled to the distribution of
his Account, subject to the provisions of Section 7.06, in accordance with
Article 8, upon satisfaction of such age requirement.

7.02. DEATH. If a Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed, his Account shall
become vested in accordance with the vesting schedule elected in Section 1.07
and his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.06. Distribution
to the Beneficiary or Beneficiaries will be made in accordance with Article 8.

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     A participant may designate a Beneficiary or Beneficiaries, or change any
prior designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.

     A copy of the death notice or other sufficient documentation must be filed
with and approved by the Administrator. If upon the death of the Participant
there is, in the opinion of the Administrator, no designated Beneficiary for
part or all of the Participant's Account, such amount will be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies
after benefits to such Beneficiary have commenced, but before they have been
completed, and, in the opinion of the Administrator, no person has been
designated to receive such remaining benefits, then such benefits shall be paid
to the deceased Beneficiary's estate.

7.03. OTHER TERMINATION OF EMPLOYMENT. If provided by the Employer in Section
1.06, if a Participant terminates his employment for any reason other than death
or normal retirement, he will be entitled to a termination benefit equal to (i)
the vested percentage(s) of the value of the Matching Contributions to his
Account, as adjusted for income, expense, gain, or loss, such percentage(s)
determined in accordance with the vesting schedule(s) selected by the Employer
in Section 1.07, and (ii) the value of the Deferral Contributions to his Account
as adjusted for income, expense, gain or lose. The amount payable under this
Section 7.03 will be subject to the provisions of Section 7.06 and will be
distributed in accordance with Article 8.

7.04. SEPARATE ACCOUNT. If a distribution from a Participant's Account has been
made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Matching Contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account which will be
maintained for the purpose of determining his interest therein according to the
following provisions.

     At any relevant time prior to a forfeiture of any portion thereof under
Section 7.05, a Participant's nonforfeitable interest in his Account held in a
separate account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.05 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

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7.05. FORFEITURES. If a Participant terminates his employment, any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under Section 7.03 will be forfeited by him. For purposes of
this paragraph, if the value of a Participant's vested account balance is zero,
the Participant shall be deemed to have received a distribution of his veered
interest immediately following termination of employment. Such forfeitures will
be applied to reduce the contributions of the Employer under the Plan (or
administrative expenses of the Plan).

7.06. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 7 is not made in a single payment, the amount remaining in the Account
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
treated as invested and any expenses properly charged under the Plan and Trust
to such amounts.

7.07. HARDSHIP WITHDRAWALS. Subject to the provisions of Article 8, a
Participant shall not be permitted to withdraw his Account (and earnings
thereon) prior to retirement or termination of employment, except if permitted
under Section 1.09, a Participant may apply to the Administrator to withdraw,
some or all of his Account if such withdrawal is made on account of a hardship
as determined by the Employer.

7.08. ADDED AT ADOPTION. See Exhibit A.

Article 8. DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION IF SERVICE.

8.01. DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES.

          (a) Distributions under the Plan to a Participant or to the
     Beneficiary of the participant shall be made in a lump sum in cash or, if
     elected by the Employer in Section 1.10 and specified in the Participant's
     deferral election, under a systematic withdrawal plan (installment(s)) not
     exceeding 10 years upon retirement, death or other termination of
     employment.

          (b Distributions under a systematic withdrawal plan must be made in
     substantially equal annual, or more frequent, installments, in cash, over a
     period certain which does not extend 10 years. The period certain specified
     in a Participant's first deferral election specifying distribution under a
     systematic withdrawal plan shall apply to all subsequent elections of
     distributions under a systematic withdrawal plan made by the Participant.

8.02. DETERMINATION OF METHOD OF DISTRIBUTION. The Participant will determine
the method of distribution of benefit, to himself and the method of distribution
to his Beneficiary. Such determination will be made at the time the Participant
makes a deferral election. If the Participant does not determine the method of
distribution to him or his Beneficiary, the method shall be a lump sum.

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8.03. NOTICE TO TRUSTEE. The Administrator will notify the Trustee in writing
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan. The Administrator's notice shall indicate the form, amount and
frequency of benefits that such Participant or Beneficiary shall receive.

8.04. TIME OF DISTRIBUTION. In no event will distribution to a Participant be
made later than the date specified by the Participant in his salary reduction
agreement.

ARTICLE 9. AMENDMENT AND TERMINATION.

9.01 AMENDMENT BY EMPLOYER. The Employer reserves the authority to amend the
Plan by filing with the Trustee an amended Adoption Agreement, executed by the
Employer only, on which said Employer has indicated a change or changes in
provisions previously elected by it. Such change, are to be effective on the
effective date of such amended Adoption Agreement. Any such change
notwithstanding, no Participant's Account shall be reduced by such change below
the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of the
change. The Employer may from time to time make any amendment to the Plan that
may be necessary to satisfy the Code or ERISA. The Employer's board of directors
or other individual specified in the resolution adopting this Plan shall act on
behalf of the Employer for purposes of this Section 9.01.

9.02 RETROACTIVE AMENDMENTS. An amendment made by the Employer in accordance
with Section 9.01 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if such amendment is necessary or appropriate
to enable the Plan and Trust to satisfy the applicable requirements of the Code
or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 9.01.

9.03. TERMINATION. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.

9.04. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination of the Plan,
no further Deferral Contributions or Matching Contributions shall be made under
the Plan, but Accounts of Participants maintained under the Plan at the time of
termination shall continue to be governed by the terms of the Plan or Section 10
of the Trust, if directed by the Employer until paid out in accordance with the
terms of the Plan or Section 10 of the Trust, if directed by the Employer.

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Article 10. MISCELLANEOUS.

10.01. COMMUNICATION TO PARTICIPANTS. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.

10.02. LIMITATION OF NIGHTS. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby.

10.03. NONALIENABILITY OF BENEFITS. The benefit, provided hereunder will not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind, either voluntarily or involuntarily, and any attempt to cause such
benefits to be so subjected will not be recognized, except to such extent as may
be required by law.

10.04. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under State law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefit, hereunder to such recipient.

10.05. INFORMATION BETWEEN EMPLOYER AND TRUSTEE. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.

10.06. NOTICES. ANY notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:

     (a) If to the Employer or Administrator, to it at the address set forth in
     the Adoption Agreement, to the attention of the person specified to receive
     notice in the Adoption Agreement;

     (b) If to the Trustee, to it at the address set forth in the Trust
     Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

10.07. GOVERNING LAW. The Plan and the accompanying Adoption Agreement will be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

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Article 11. PLAN ADMINISTRATION.

11.01. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the applicable requirements of ERISA. The
Administrator's powers and responsibilities include, but are not limited to, the
following:

     (a) To make and enforce such rules and regulations as it deems necessary or
     proper for the efficient administration of the Plan;

     (b) To interpret the Plan, its interpretation thereof in good faith to be
     final and conclusive on all persons claiming benefit, under the Plan;

     (c) To decide all questions concerning the Plan and the eligibility of any
     person to participate in the Plan;

     (d) To administer the claims and review procedures specified in Section
     11.03;

     (e) To compute the amount of benefits which will be payable to any
     Participant, former Participant or Beneficiary in accordance with the
     provisions of the Plan;

     (f) To determine the person or persons to whom such benefits will be paid;

     (g) To authorize the payment of benefits;

     (h) To comply with the reporting and disclosure requirements of Part 1 of
     Subtitle B of Title I of ERISA;

     (i) To appoint such agents, counsel, accountants, and consultant, as may be
     required to assist in administering the Plan;

     (j) By written instrument, to allocate and delegate its responsibilities,
     including the formation of an Administrative Committee to administer the
     Plan;

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11.02. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially the same treatment.
See Exhibit B for provision added at adoption of Plan.

11.03. CLAIMS AND REVIEW PROCEDURES.

     (a) CLAIMS PROCEDURE. If any person believes he is being denied any rights
     or benefits under the Plan, such person may file a claim in writing with
     the Administrator. If any such claim is wholly or partially denied, the
     Administrator will notify such person of its decision in writing. Such
     notification will contain (i) specific reasons for the denial, (ii)
     specific reference to pertinent Plan provisions, (iii) a description of any
     additional material or information necessary for such person to perfect
     such claim and an explanation of why such material or information is
     necessary, and (iv) information as to the steps to be taken if the person
     wishes to submit a request for review. Such notification will be given
     within 90 days after the claim is received by the Administrator (or within
     180 days, if special circumstances require an extension of time for
     processing the claim, and if written notice of such extension and
     circumstances is given to such person within the initial 90-day period). If
     such notification is not given within such period, the claim will be
     considered denied as of the last day of such period and such person may
     request a review of his claim.

     (b) REVIEW PROCEDURE. Within 60 days after the date on which a person
     receives a written notice of a denied claim (or, if applicable, within 60
     days after the date on which such denial is considered to have occurred),
     such person (or his duly authorized representative) may (i) file a written
     request with the Administrator for a review of his denied claim and of
     pertinent documents and (ii) submit written issues and comments to the
     Administrator. The Administrator will notify such person of its decision in
     writing. Such notification will be written in a manner calculated to be
     understood by such person and will contain specific reasons for the
     decision as well as specific references to pertinent Plan provisions. The
     decision on review will be made within 60 days after the request for review
     is received by the Administrator (or within 120 days, if special
     circumstances require an extension of time for processing the request, such
     as an election by the Administrator to hold a hearing, and if written
     notice of such extension and circumstances is given to such person within
     the initial 60-day period). if the decision on review is not made within
     such period, the claim will be considered denied.

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11.04. COSTS OF ADMINISTRATION. Unless some or all cost, and expense are paid by
the Employer, all reasonable coats and expenses (including legal, accounting,
and employee communication fees) incurred by the Administrator and the Trustee
in administering the Plan and Trust will be paid first from the forfeitures (if
any) resulting under Section 7.05, then from the remaining Trust Fund. All such
coats and expenses paid from the Trust Fund will, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participant, on a prorata basis or in such other reasonable manner as may be
directed by the Employer.

                                       14
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                                    EXHIBIT A

7.08. UNSCHEDULED WITHDRAWAL RIGHT. A Participant may request an unscheduled
withdrawal of all or any portion of the Account (to the extent vested) before or
after his termination of employment by written notice to the Employer; provided
that, the amount distributable from such Participant's Account will be reduced
by ten percent (10%). This reduction will be forfeited and used to pay expenses
of the Plan and Trust. If a Participant elects an unscheduled withdrawal under
this Section prior to termination of employment, the Participant shall not be
permitted to elect Deferral Contributions, pursuant to Section 4.01, for a
period of twenty-four (24) months following the date of such withdrawal.
<PAGE>
                                    EXHIBIT B

11.02. The interpretation and construction of any provision of the Plan and the
exercise of any discretion granted hereunder to the Administrator shall be final
and binding on the Participants, their dependents and all other interested
persons.