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                                                                   Exhibit 10.51

                      THE CORPORATEPLAN FOR RETIREMENT(SM)
                                 EXECUTIVE PLAN

                               BASIC PLAN DOCUMENT

                                                                          [SEAL]


                                 IMPORTANT NOTE

THIS DOCUMENT HAS NOT BEEN APPROVED BY THE DEPARTMENT OF LABOR, THE INTERNAL
REVENUE SERVICE OR ANY OTHER GOVERNMENTAL ENTITY. AN ADOPTING EMPLOYER MUST
DETERMINE WHETHER THE PLAN IS SUBJECT TO THE FEDERAL SECURITIES LAWS AND THE
SECURITIES LAWS OF THE VARIOUS STATES. AN ADOPTING EMPLOYER MAY NOT RELY ON THIS
DOCUMENT TO ENSURE ANY PARTICULAR TAX CONSEQUENCES OR 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"
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT WITH RESPECT TO THE EMPLOYER'S
PARTICULAR SITUATION. FIDELITY MANAGEMENT TRUST COMPANY, ITS AFFILIATES AND
EMPLOYEES CANNOT PROVIDE YOU WITH LEGAL ADVICE IN CONNECTION WITH THE EXECUTION
OF THIS DOCUMENT. THIS DOCUMENT SHOULD BE REVIEWED BY THE EMPLOYER'S ATTORNEY
PRIOR TO EXECUTION.

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                           CORPORATEPLAN FOR EXECUTIVE
                               BASIC PLAN DOCUMENT

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<S><C>
ARTICLE 1
   ADOPTION AGREEMENT

ARTICLE 2
   DEFINITIONS

   2.01 - Definitions

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 - Employer Contributions
   4.04 - Time of Making 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 - Unforeseeable Emergency Withdrawals
   7.08 - Change in Control

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
</Table>

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<Table>
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   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

ARTICLE 11
   PLAN ADMINISTRATION

   11.01 - Powers and responsibilities of the Administrator
   11.02 - Nondiscriminatory Exercise of Authority
   11.03 - Claims and Review Procedures
</Table>

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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 AS PROVIDED IN 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" means 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 Employer's trade or business) for which the Employer is
           required to furnish 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, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code. Compensation
           shall 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 also include amounts deferred pursuant to an
           election under Section 4.01.

                In the case of any Self-Employed Individual or an
           Owner-Employee, Compensation means the Self-Employed Individual's
           Earned Income.

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           (7)  "Earned Income" means 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) "Entry Date" means the date(s) designated in Section 1.03(b).

           (12) "ERISA" means the Employee Retirement Income Security Act of
           l974, as from time to time amended.

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

           (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
                    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

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                    calculated on the basis of units 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 1.07(f) 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) "Permissible Investment" means the investments specified by the
           Employer as available for investment of assets of the Trust and
           agreed to by the Trustee. The Permissible Investments under the Plan
           shall be listed in the Service Agreement.

           (19) "Plan" means the plan established by the Employer as set forth
           herein as a new plan or as an amendment to an existing plan, by
           executing the Adoption Agreement, together with any and all
           amendments hereto.

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

           (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 corporations (as defined in
           Section 4l4(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

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           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 4l4(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
           profits for the taxable year.

           (23) "Service Agreement" means the agreement between the Employer and
           Trustee regarding the arrangement between the parties for
           recordkeeping services with respect to the Plan.

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

           (25) "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.

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

           (27) "Trustee" means the corporation or individual(s) appointed by
           the Employer to administer the Trust in accordance with the Trust
           Agreement.

           (28) "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(c). An Employee will receive credit for the
           aggregate of all time period(s) 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(c). 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.

                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, quits 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.

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                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)) who has filed an election pursuant to Section 4.01 will become a
Participant in the Plan on the first Entry Date coincident with or following the
date on which such election would otherwise become effective, as determined
under Section 4.01.

3.02.  RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. If a Participant
causes 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 reemployment, 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 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, per payroll period, subject to
any election regarding bonuses, as set out in Subsection 1.05(a)(2). 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 services performed in a calendar year subsequent to the filing
of such an election, subject to any election regarding bonuses, as set out in
Subsection 1.05(a)(2). An election once made will remain in effect until a new
election is made, provided, however that such an election choosing a
distribution date pursuant to 1.06(b)(1)(B) will become ineffective the first
day of the calendar year preceding the calendar year in which the election
requires the distribution to be made. A new election will be effective as of the
first day of the following calendar 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 revoke a salary reduction agreement for a calendar year during
that year, provided, however, that such revocation shall apply only to
Compensation not yet earned. In that event, the Participant shall be precluded
from electing to defer future Compensation hereunder during the calendar year to
which the revocation applies. Notwithstanding the above,

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       (a) in the calendar year in which the Plan first becomes effective or in
       the year in which the Participant first becomes eligible to participate,
       an election to defer compensation may be made within 30 days after the
       Participant is first eligible or the Plan is first effective, which
       election shall be effective with respect to Compensation payable with
       respect to services rendered after the date of the election; and

       (b) in the event the Employer has elected to permit the deferral of bonus
       payments hereunder, a salary reduction agreement applicable to such bonus
       deferral must be made in the calendar year immediately preceding the
       calendar year to which the bonus relates.

4.02.  MATCHING CONTRIBUTIONS. If so provided by the Employer in Section
l.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" pursuant to Section 4.01 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.  EMPLOYER CONTRIBUTIONS. If so provided by the Employer in Section
l.05(c)(1), the Employer shall make an "Employer Contribution" to be credited to
the account maintained on behalf of each Participant who meets the requirement,
if any, of Section 1.05(c)(3) in the amount required by Section 1.05(c)(1). If
so provided by the Employer in Section 1.05(c)(2), the Employer may make an
"Employer Contribution" to be credited to the account maintained on behalf of
any Participant in such an amount as the Employer, in its sole discretion, shall
determine. In making "Employer Contributions" pursuant to Section l.05(c)(2),
the Employer shall not be required to treat all Participants in the same manner
in determining such contributions and may determine the "Employer Contribution"
of any Participant to be zero.

4.04.  TIME OF MAKING CONTRIBUTIONS. The Employer shall remit contributions
deemed made hereunder to the Trust as soon as practicable after such
contributions are deemed made under the terms of the Plan.

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. The Administrator shall provide the Trustee with
information on the amount credited to the separate account of each Participant
maintained by the Administrator in its records.

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 the Service Agreement.

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 that
       would be 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 Permissible Investment.

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       (b) Expenses that would be attributable to the acquisition of investments
       shall be charged to the Account of the Participant for which such
       investment is treated as having been made.

ARTICLE 7. RIGHT TO BENEFITS.

7.01.  NORMAL OR EARLY RETIREMENT. If provided by the Employer in Section
l.07(e), 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(s) 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 1.07, 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(s) 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.

       A Participant may designate a Beneficiary of 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 certificate 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
1.07, 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 loss. 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 that will be
maintained for the purpose of determining his interest therein according to the
following provisions.

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       At any relevant time prior to 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.

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.

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 to such
amounts.

7.07.  UNFORESEEABLE EMERGENCY 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 that, to the
extent 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 unforeseeable emergency as determined by the Administrator.

7.08.  CHANGE IN CONTROL. If the Employer has elected to apply Section 1.06(c),
then, upon a Change in Control, as defined in Section 1.12, notwithstanding any
other provision of the Plan to the contrary, all Participants shall have a
nonforfeitable right to receive the entire amount of their account balances
under the Plan and all such amounts shall be paid out to Participants as soon as
administratively practicable.

ARTICLE 8. DISTRIBUTION OF BENEFITS.

           (b)  8.01. FORM OF DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND
                BENEFICIARIES. The Plan provides for distribution as a lump
                sum to be paid in cash on the date specified by the Employer
                in Section 1.06 pursuant to the method provided in Section 8.02.
                If elected by the Employer in Section 1.10 and specified in the
                Participant's deferral election, the distribution will be paid
                through a systematic withdrawal plan (installments) for a time
                period not exceeding 10 years beginning on the date specified
                by the Employer in Section 1.06.

8.02.  EVENTS REQUIRING DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND
BENEFICIARIES.

       (a) If elected by the Employer in Section 1.06(a), the Participant will
       receive a distribution upon the earliest of the events specified by the
       Employer in Section 1.06(a), subject to the provisions of Section 7.08,
       and at the time indicated in Section 1.06(a)(2). If the Participant dies
       before any event in Section 1.06(a) occurs, the Participant shall be
       considered to have terminated employment and the Participant's benefit
       will be paid to the Participant's Beneficiary in the same form and at the
       same time as it would have been paid to the Participant Pursuant to this
       Article 8.

       (b) If elected by the Employer in Section l.06(b), the Participant will
       receive a distribution of all amounts not deferred pursuant to Section
       1.06(b)(1)(B) (and earnings attributable to those amounts) upon
       termination of employment. If elected by the Employer in Section
       1.06(b)(1)(B), the Participant shall have the election to receive
       distributions of amounts deferred pursuant to Section 4.01 (and earnings
       attributable to those amounts) after a date specified by the Participant
       in his deferral election which is at least 12 months after the first day
       of the calendar year in which such amounts would be earned. Amounts
       distributed to the Participant pursuant to Section 1.06(b) shall be
       distributed at the time indicated in Section 1.06(b)(2). Subject to the
       provisions of Section 7.08,

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       the Participant shall receive a distribution in the form provided in
       Section 8.01. If the Participant dies before any event in Section l.06(a)
       occurs, the Participant shall be considered to have terminated employment
       and the Participant's benefit will be paid to the Participant's
       Beneficiary in the same form and at the same time as it would have been
       paid to the Participant pursuant to this Article 8. However, if the
       Participant dies before the date specified by the Participant in an
       election pursuant to Section l.06(b)(l)(B), then the Participant's
       benefit shall be paid to the Participant's Beneficiary in the form
       provided in Section 8.01 as if the Participant had elected to be paid at
       termination of employment.

8.03.  DETERMINATION OF METHOD OF DISTRIBUTION. The Participant will determine
the method of distribution of benefits to himself and his Beneficiary, subject
to the provisions of Section 8.02. Such determination will be made at the time
the Participant makes a deferral election. Unless the Employer has elected
Section l.06(b) to control distributions, 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. Once a Participant has made
an election for the method of distribution, that election shall be effective for
all contributions made on behalf of the Participant attributable to any Plan
Year after that election was made and before the Plan Year in which that
election was altered in the manner prescribed by the Administrator. If the
Participant does not designate in the manner prescribed by the Administrator the
method of distribution to him and his Beneficiary, the method of distribution
shall be a lump sum at termination of employment.

8.04.  NOTICE TO TRUSTEE. The Administrator will notify the Trustee, pursuant to
the method stated in the Trust Agreement for providing direction, 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.

8.05.  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. All distributions will be made as soon as administratively feasible
following the distribution date specified in Section 1.06 or Section 7.08, if
applicable.

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 changes 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.

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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 until paid
out in accordance with the terms of the Plan.

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 RIGHTS. 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 benefits 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 disburse such payments, or direct the Trustee
to disburse such payments, as applicable, 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 benefits
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, without regard
to its conflicts of law principles.

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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 benefits 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 any applicable reporting and disclosure
       requirements of Part I of Subtitle B of Title 1 of ERISA;

       (i) To appoint such agents, counsel, accountants, and consultants 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;

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.

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, including a statement of the such person's right to bring a
       civil action under Section 502(a) of ERISA following as adverse
       determination upon 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 the claim concerns disability benefits under the Plan, the Plan
       Administrator must notify the claimant in writing within 45 days after
       the claim has been filed in order to deny it. If special circumstances
       require an extension of time to process the claim, the Plan
       Administrator must notify

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<Page>

the claimant before the end of the 45-day period that the claim may take up to
30 days longer to process. If special circumstances still prevent the resolution
of the claim, the Plan Administrator may then only take up to another 30 days
after giving the claimant notice before the end of the original 30-day
extension. If the Plan Administrator gives the claimant notice that the claimant
needs to provide additional information regarding the claim, the claimant must
do so within 45 days of that notice.

(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. This written
request may include comments, documents, records, and other information relating
to the claim for benefits. The claimant shall be provided, upon the claimant's
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claim for benefits. The review
will 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 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). The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Plan expects to render the determination on review.

     If the initial claim was for disability benefits under the Plan and has
been denied by the Plan Administrator, the claimant will have 180 days from the
date the claimant received notice of the claim's denial in which to appeal that
decision. The review will be handled completely independently of the findings
and decision made regarding the initial claim and will be processed by an
individual who is not a subordinate of the individual who denied the initial
claim. If the claim requires medical judgment, the individual handling the
appeal will consult with a medical professional whom was not consulted regarding
the initial claim and who is not a subordinate of anyone consulted regarding the
initial claim and identify that medical professional to the claimant.

     The Plan Administrator shall provide the claimant with written notification
of a plan's benefit determination on review. In the case of an adverse benefit
determination, the notification shall set forth, in a manner calculated to be
understood by the claimant - the specific reason or reasons for the adverse
determinations, reference to the specific plan provisions on which the benefit
determination is based, a statement that the claimant is entitled to receive,
upon the claimant's request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claim for
benefits.

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