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                                                                   Exhibit 10.23


                      THE CORPORATEplan for Retirement(SM)
                                 EXECUTIVE PLAN

                               BASIC PLAN DOCUMENT

                                 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

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

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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
  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 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,
               402(a)(8), 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
               1974, 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(d).

               (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 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

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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 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 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
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 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
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" 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
1.05(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 1.05(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
1.07(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 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 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 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.

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.

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 1.06(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, the Participant
          shall receive a distribution in the form provided in Section 8.01. If
          the Participant

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          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. However, if the Participant dies before
          the date specified by the Participant in an election pursuant to
          Section 1.06(b)(1)(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 1.06(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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<PAGE>

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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<PAGE>

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 1 of Subtitle B of Title I 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

                                       11

<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.

11.04.    Costs of Administration. Unless some or all costs and expenses are
paid by the Employer, all reasonable costs 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 costs and expenses paid from the Trust Fund will, unless
allocable to the Accounts of particular Participants, be charged against the
Accounts of all Participants on a prorata basis or in such other reasonable
manner as may be directed by the Administrator.

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