ADOPTION AGREEMENT                                             Exhibit No. 10.20
ARTICLE 1

1.01     PLAN INFORMATION

         (a)      Name of Plan:

                  This is the Fair,  Isaac  Supplemental  Retirement and Savings
                  Plan (the "Plan").

         (b)      Name of Plan Administrator, if not the Employer:

                  Address:

                  Phone Number:

                  The Plan  Administrator  is the  agent  for  service  of legal
                  process for the Plan.

          (c)     Three Digit Plan Number:  004

         (d)      Plan Year End (month/day): 9/30

         (e)      Plan Status (check one):

                  (1)      |X|      Effective Date of new Plan:        11/1/94

                  (2)      |_|      Amendment Effective Date:


                                The original effective date of the Plan: 11/1/94

1.02   EMPLOYER

       (a)      The Employer is:          Fair, Isaac and Company, Incorporated

                Address:                  120 North Redwood Drive
                                          San Rafael, CA 94903

                Contact's Name:           John Waller

                Telephone Number:         (415) 491-5282


                (1)      Employer's Tax Identification Number:       94-1499887

                (2)      Business form of Employer (check one):

                           (A)      |X|     Corporation

<PAGE>

                           (B)      |_|     Sole proprietor or partnership

                           (C)      |_|     Subchapter S Corporation

                (3)      Employer's fiscal year end:        9/30

         (b)    The term "Employer" includes the following Related  Employer(s):
                (as defined in Section 2.10(a)(21)):

                           Fair, Isaac  International  Corporation,  Fair, Isaac
                           International  Ltd, Fair, Isaac  International,  S.A.
                           Corporation,   Fair,  Isaac   International   Canada
                           Corporation,   Fair,  Isaac   International   France
                           Corporation,   Fair,  Isaac   International   Germany
                           Corporation,   Fair,  Isaac   International   Japan
                           Corporation,   Fair,  Isaac   International   UK
                           Corporation.

1.03     COVERAGE

         (a)    Only those Employees  listed in Attachment A will be eligible to
                participate in the Plan.

         (b)    The Entry Date(s) shall be (check one):

               (1)    |_| the first day of each Plan Year.

               (2)    |_| the  first  day  of  each  Plan  Year and the date six
                          months later.

               (3)    |X| the  first  day of each  Plan  Year  and the first day
                          of the fourth, seventh, and tenth months.

               (4)    |_| the first day of each month.

1.04     COMPENSATION

         For purposes of determining  Contributions under the Plan, Compensation
         shall be as defined in Section  2.01(a)(6),  but  excluding  (check the
         appropriate box(es)):

         (a)      |X|  Overtime Pay.

         (b)      |_|  Bonuses.

         (c)      |_|  Commissions.

         (d)      |X|  The  value  of  a  qualified  or  a  non-qualified  stock
                       option  granted  to  an  Employee  by  the   Employer  to
                       the extent  such  value  is  includable in the Employee's
                       taxable income.

         (e)      |_|  No exclusions.

<PAGE>

1.05     CONTRIBUTIONS

         (a)      Deferral  Contributions.  The  Employer  shall make a Deferral
                  Contribution in accordance with Section 4.01 on behalf of each
                  Participant who has an executed salary reduction  agreement in
                  effect with the  Employer for the Plan Year (or portion of the
                  Plan Year) in question,  not to exceed 25% of Compensation for
                  that Plan Year.

         Section 2.01(a)(6):

                  "Compensation"   shall   mean  for   purposes   of  Article  4
                  (Contributions)  wages as defined  in  Section  3401(a) of the
                  Code and all other payments of  compensation to an Employee by
                  the  Employer  (in  the  course  of the  Employer's  trade  or
                  business) in excess of $150,000 in any Plan Year for which the
                  Employer  is  required  to  furnish  the  Employee  a  written
                  statement  under Sections  6041(d) and 6051(a)(3) of the Code,
                  excluding   overtime   pay,   the  value  of  a  qualified  or
                  non-qualified  stock  option  granted  to an  Employee  by the
                  Employer,  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,  401(a)(8),  401(h), or 403(b) of
                  the Code.  Compensation  must be determined  without regard to
                  any rules  under  Section  3401(a)  of the Code that limit the
                  remuneration included in wages based on the nature or location
                  of the  employment  or the  services  performed  (such  as the
                  exception for agricultural  labor in Section 3401(a)(2) of the
                  Code).

                  Compensation shall generally be based on the amount that would
                  have been  actually  paid to the  Participant  during the Plan
                  Year but for an election under Section 4.01.

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

         (b)      |_| Matching Contributions

                  (1)      The Employer  shall make a Matching  Contribution  on
                           behalf of each  Participant in an amount equal to the
                           following  percentage  of  a  Participant's  Deferral
                           Contributions during the Plan Year (check one):

                           (A)      |_|     50%

                           (B)      |_|     100%

                           (C)      |_|     ____%

                           (D)      |_|     (Tiered  Match)  ___%  of the  first
                                            ___%     of    the     Participant's
                                            Compensation   contributed   to
<PAGE>

                                            the Plan,

                                            ___%  of  the   next   ___%  of  the
                                            Participant's           Compensation
                                            contributed to the Plan,

                                            ___%  of  the   next   ___%  of  the
                                            Participant's           Compensation
                                            contributed to the Plan.

                           (E)              |X| The percentage  declared for the
                                            year,   if  any,   by  a  Board   of
                                            Directors' resolution.

                           (F)      |_|     Other:

                  (2)      |X|      Matching   Contribution  Limits  (check  the
                                    appropriate box(es)):

                           (A)      |X|     Deferral  Contributions in excess of
                                            6% of the Participant's Compensation
                                            for the period in question shall not
                                            be    considered     for    Matching
                                            Contributions.

                                    Note:   If the Employer  elects a percentage
                                            limit in (A) above and  requests the
                                            Trustee  to account  separately  for
                                            matched   and   unmatched   Deferral
                                            Contributions,      the     Matching
                                            Contributions   allocated   to  each
                                            Participant  must be  computed,  and
                                            the percentage limit applied,  based
                                            upon each period.

                           (B)      |X|     Matching   Contributions   for  each
                                            Participant for each Plan Year shall
                                            be limited to $7,500.

                  (3)      Eligibility Requirement(s) for Matching Contributions

                           A Participant who makes Deferral Contributions during
                           the Plan Year under Section 1.05(a) shall be entitled
                           to Matching  Contributions  for that Plan Year if the
                           Participant  satisfies the  following  requirement(s)
                           (Check the appropriate  box(es).  Options (B) and (C)
                           may not be elected together):

                           (A)      |_|     Is employed  by the  Employer on the
                                            last day of the Plan Year.

                           (B)              |_|  Earns  at  least  500  Hours of
                                            Service during the Plan Year.

                           (C)              |X|  Earns at least  1,000  Hours of
                                            Service during the Plan Year.

                           (D)      |_|     No requirements.

                           Note:            If option (A),  (B), or (C) above is
                                            selected then
<PAGE>

                                            Matching  Contributions  can only be
                                            made by the Employer  after the Plan
                                            Year ends. Any Matching Contribution
                                            made  before Plan Year end shall not
                                            be   subject   to  the   eligibility
                                            requirements    of   this    Section
                                            1.05(b)(3).

1.06     DISTRIBUTION DATES

         A  Participant   may  elect  to  receive  a  distribution  or  commence
         distributions  from his  Account  pursuant  to  Section  8.02  upon the
         following  date(s)  (check the  appropriate  box(es).  If Option (c) is
         elected, then options (a) and (b) may not be elected):

         (a)      |_|      Attainment   of   Normal   Retirement   Age.   Normal
                           Retirement Age under the Plan is (check one):

                           (1)      |X|     age 65

                           (2)      |_|     age ____  (specify  from 55  through
                                            64).

                           (3)      |_|     later of the age ____ (cannot exceed
                                            65) or the fifth  anniversary of the
                                            Participant's Commencement Date.

         (b)      |_|      Attainment of Early  Retirement Age. Early Retirement
                           Age  is  the  first  day  of  the  month   after  the
                           Participant  attains  age 55  (specify 55 or greater)
                           and completes 10 Years of Service for Vesting.

         (c)      |X|  Termination of employment with the Employer.


         Section 1.05(b)(3):

                  Eligibility Requirement(s) for Matching Contributions

                  A Participant who makes Deferral Contributions during the Plan
                  Year under  Section  1.05(a)  shall be  entitled  to  Matching
                  Contributions  for that Plan Year if the Participant  earns at
                  least  1,000  Hours  of  Service   during  the  Plan  Year.  A
                  Participant who makes Deferral  Contributions  during the Plan
                  Year shall also be entitled to Matching Contributions for that
                  Plan Year if the Participant  ceases  employment  after having
                  attained  age 65, or having  attained age 55 with at least ten
                  Years of Service for Vesting,  or by reason of  disability  or
                  death.

1.07     VESTING SCHEDULE

         (a)      The Participant's vested percentage in Matching  Contributions
                  elected in Section 1.05(b) shall be based upon the schedule(s)
                  selected below.

                  (1)      |_| N/A - No Matching Contributions
<PAGE>

                  (2)      |_| 100% Vesting immediately

                  (3)      |_| 3 year cliff (see C below)

                  (4)      |X| 5 year cliff (see D below)

                  (5)      |_| 6 year graduated (see E below)

                  (6)      |_| 7 year graduated (see F below)

                  (7)      |_| G below

                  (8)      |_| Other (Attachment "B")


                  Years of
                  Service                        Vesting Schedule
                   For
                  Vesting         C         D          E           F           G
                  -------         -         -          -           -           -

                      0          0%        0%         0%          0%       -----
                      1          0%        0%         0%          0%       -----
                      2          0%        0%        20%          0%       -----
                      3        100%        0%        40%         20%       -----
                      4        100%        0%        60%         40%       -----
                      5        100%      100%        80%         60%       -----
                      6        100%      100%       100%         80%       -----
                      7        100%      100%       100%        100%        100%


         (b)      |_|      Years of Service for  Vesting  shall  exclude  (check
                           one):

                  (1)      |_|      for  new   plans,   service   prior  to  the
                                    Effective   Date  as   defined   in  Section
                                    1.01(e)(1).

                  (2)      |_|      for existing plans  converting  from another
                                    plan document, service prior to the original
                                    Effective   Date  as   defined   in  Section
                                    1.01(e)(2).

         (c)      |_|      A Participant will forfeit his Matching Contributions
                           upon the occurrence of the following event(s):


         (d)      A   Participant   will  be  100%   vested   in  his   Matching
                  Contributions upon (check the appropriate box(es), if any):

                  (1)      |X|      Normal Retirement Age (as defined in Section
                                    1.06(a)).

                  (2)      |X|      Early Retirement Age (as defined in Section
                                    1.06(b)).
<PAGE>

                  (3)      |X|      Death

1.08     PREDECESSOR EMPLOYER SERVICE

         |_|      Service  for  purposes  of vesting in  Section  1.07(a)  shall
                  include service with the following employer(s):

         (a)
         (b)
         (c)
         (d)

1.09     HARDSHIP WITHDRAWALS

         Participant withdrawals for hardship prior to termination of employment
         (check one):

         (a)      |_|      will be  allowed in  accordance  with  Section  7.07,
                           subject to a $_____ minimum amount. (Must be at least
                           $1,000)

         (b)      |X|      will not be allowed
                                ---

1.10     DISTRIBUTIONS

         Subject to Articles 7 and 8, distributions  under the Plan will be paid
         (check the Appropriate box(es)):

         (a)      |X|      as a lump sum

         (b)      |X|      under a systematic withdrawal plan (installments) not
                           to exceed 10 years.

1.11     INVESTMENT DECISIONS

(a)      Investment Directions

                  Investments  in which the  Accounts of  Participants  shall be
                  treated as invested and  reinvested  shall be directed  (check
                  one):

                  (1)      |_|      by the Employer  among the options listed in
                                    (b) below.

                  (2)      |X|      by each Participant among the options listed
                                    in (b) below.

                  (3)      |_|      by each Participant with respect to Deferral
                                    Contributions   and  by  the  Employer  with
                                    respect to Employer Matching  Contributions.
                                    The   Employer   must  direct  the  Employer
                                    Matching   Contributions   among   the  same
                                    investment   options  made   available   for
                                    Participant  directed  sources listed in (b)
                                    below.
<PAGE>

(b)      Plan Investment Options

                  Participant  Accounts  will be treated as  invested  among the
                  Fidelity  Funds listed below  pursuant to  Participant  and/or
                  Employer directions.

                                    Fund Name                        Fund Number

                  (1)      Fidelity Retirement Government                0631
                           Money Market Portfolio
                  (2)      Fidelity Investment Grade Bond Fund           0026
                  (3)      Fidelity Puritan(TM)Fund                      0004
                  (4)      Fidelity Growth & Income Portfolio            0027
                  (5)      Fidelity U.S. Equity Index Portfolio          0650
                  (6)      Fidelity Magellan(R)Fund                      0021
                  (7)      Fidelity Contrafund                           0022

                  Note:    An  additional  annual  record-keeping  fee  will  be
                           charged for each fund in excess of five funds.

                  Note:    The method and  frequency  for change of  investments
                           will be determined  under the rules applicable to the
                           selected   funds.   Information   will  be   provided
                           regarding expenses, if any, for changes in investment
                           options.

1.12     RELIANCE ON PLAN

         An  adopting  Employer  may not rely solely on this Plan to ensure that
         the Plan is  "unfunded  and  maintained  primarily  for the  purpose of
         providing  deferred  compensation  for a select group of  management or
         highly  compensated  employees"  and  exempt  from Parts 2 through 4 of
         Title I of the  Employee  Retirement  Income  Security Act of 1974 with
         respect to the Employer's particular situation.  This Agreement must be
         reviewed by your attorney and/or accountant before it is executed.

         This  Adoption  Agreement  may be used  only in  conjunction  with  the
         CORPORATEplan for Retirement Select Basic Plan Document.

<PAGE>



                                 EXECUTION PAGE
                                (Fidelity's Copy)

IN WITNESS  WHEREOF,  the  Employer  has caused this  Adoption  Agreement  to be
executed this 6th day of October, 1994.

                  Employer           Fair, Isaac and Company Incorporated

                  By                 /s/
                                     -------------------------------------------
                                     Peter L. McCorkell
                  Title              Vice President and Secretary



                  Employer           Fair, Isaac and Company Incorporated

                  By                 /s/
                                     -------------------------------------------
                                     John C. Waller
                  Title              Vice President, Human Resources

<PAGE>


                                  Attachment A

Pursuant to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:

         Rosenberger, Larry E.
         Sanderson, Robert D.
         Woldrich, John D.
         Culhane, Patrick G.
         Hopper, Mary A.
         De Kerchove, Gerald
         Kaye, Gordon
         Robinson, Jeffrey F.
         Nelson, O.D.
         Roach, Barrett B.
         Shediac, Rawy R.
         Wier, Henry W.
         Gerbino, John C.
         McCorkell, Peter L.
         Collins, Lauren
         Barry, Michael C.
         Sleath, Martin D.
         Salvatto, Richard D.
         Kreis, Joseph D.
         Perlis, John H.
         Morgan, Richard L.







                      Employer           Fair, Isaac and Company Incorporated

                      By                  /s/
                                         ---------------------------------------
                                         John C. Waller
                      Title              Vice President, Human Resources

                      Date               October 6, 1994


Note:      The Employer must revise Attachment A to add employees as they become
           eligible or delete employees who are no longer eligible.


<PAGE>


                  The CORPORATEplan for Retirement Select Plan

                               BASIC PLAN DOCUMENT




                                 IMPORTANT NOTE

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


<PAGE>


                                   CPR SELECT
                               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

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

ARTICLE 5
     PARTICIPANTS' ACCOUNTS
     5.01 - individual Accounts

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

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

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

ARTICLE 9
     AMENDMENT AND TERMINATION
     9.01 - Amendment by Employer
     9.02 - Retroactive Amendments

<PAGE>

     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

<PAGE>

                                    PREAMBLE

It is the  intention  of the  Employer to  establish  herein an  unfounded  plan
maintained  solely for the  purpose of  providing  deferred  compensation  for a
select group of management of highly compensated employees for purposes of Title
I or 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 optimal  provisions
selected by the Employer.  The provisions of the Adoption  Agreement shall be an
integral part of the Plan.

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

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

         (6) "Compensation" shall mean for purposes of Article 4 (Contributions)
wages as  defined  in  Section  3401(a)  of the Code and all other  payments  of
compensation  to an Employee by the  Employer  (in the course of the  Employer's
trade or  business)  for which the Employer is required to finish the Employee a
written  statement under Section 6041(d) and 6051(a) (3) of the Code,  excluding
any items  elected by the  Employer  in Section  1.04,  reimbursements  or other
expense  allowances,  fringe  benefits  (cash and  non-cash),  moving  expenses,
deferred  compensation and welfare benefits,  but including amounts that are not
includable  in the gross  income  of the  Participant  under a salary  reduction
agreement by reason of the application of S3ctionsd 125, 402(A) (8), 402 (h), or
403(b) of the Code.  Compensation must be determined without regard to any rules
under Section 3401(a) of the Code that limit the remuneration  included in wages
based on the nature or  location of the  employment  or the  services  performed
*such as the  exception  for  agricultural  labor in Section  3401(a) (2) of the
Code).
<PAGE>

         Compensation  shall  generally  be based on the amount  that would have
been actually paid to the  Participant  during the Plan Year but for an election
under Section 4.01.

          In the  case of any  Self-employed  Individual  or an  Owner-Employee,
Compensation shall mean the Individual's Earned Income.

          (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  Compensation  Date"  means  the date on  which  the
Employee first performs an Hour of Service.

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

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

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

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

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

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

<PAGE>

                  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  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  or  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 ort  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(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
         have 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  credit  under  this  paragraph  shall be  credited  (1) in the
         computation  period in which the  absence  begins if the  crediting  is
         necessary to prevent a break in service in that  period,  or (2) in all
         other cases, in the following computation period.

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

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

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

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

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

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

(21)  "Related  Employer"  means any employer  other than the Employer  named in
Section  1.02(a),  if the  Employer  and such other  employer  are  members of a
controlled  group of 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  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(c).

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

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

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

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

(27) "Years of Service for Vesting"  means,  with respect to any  Employee,  the
number of whole years of his periods of service  with the  Employer or a Related
Employers (the elapsed time method to compute vesting  service),  subject to any
exclusions elected by the Employer in Section 1.07(b).  An Employee will receive
credit for the aggregate of all time  period(s)  commencing  with the Employee's
Employment  Commencement  Date and ending on the date a break in service begins,
unless any

<PAGE>

such years are excluded by Section 1.07(b). An Employee will also receive credit
for any  period of  severance  of less than 12  consecutive  months.  Fractional
periods of a year will be expressed in terms of days.

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

         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.

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

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

Article 3.        Participation

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

3.02 - Resumption of  Participation  following  Re-employment.  If a Participant
ceases to be an Employee and  thereafter  returns to the employ of the Employer,
he will

<PAGE>

again become a  Participant  as of an Entry Date  following the date on which he
completes an Hour of Service for the Employer following his re-employment, if he
is an eligible Employee as defined in Section 1.03(a), and has filed an election
pursuant to Section 4.01.

3.03 - Cessation or Resumption of Participation following a Change in Status. If
any Participant  continues in the employ of the Employer or Related Employer but
ceases to be an eligible Employee as defined in Section 1.03(a),  the individual
shall  continue to be a  Participant  until the entire  amount of his benefit is
distributed;  however,  the  individual  shall not be entitled to make  Deferral
Contributions  or receive an  allocation  of Matching  contributions  during the
period that he is not an eligible  Employee.  Such Participant shall continue to
receive  credit  for  service  completed  during  the  period  for  purposes  of
determining  his  vested  interest  in his  Accounts.  In  the  event  that  the
individual subsequently again becomes an eligible Employee, the individual shall
resume full participation in accordance with Section 3.01.

Article 4.  Contributions

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

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

4.03 - Time of Making  Employer  Contributions.  The Employer  will from time to
time make a transfer of assets to the Trustee for each Plan Year.  The  Employer
shall provide the Trustee with  information  on the amount to be credited to the
separate account of each Participant maintained under the Trust.

Article 5.  Participants' Accounts

5.01.  Individual  Accounts.  The  Administrator  will establish and maintain an
Account  for  each   Participant   which  will  reflect  Matching  and  Deferral
Contributions credited to the Account on behalf of the Participant and earnings,
expenses,  gains and losses credited thereto,  and deemed  investments made with
amounts in the  Participant's  Account.  The

<PAGE>

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.

Article 6.  Investment of Contributions

6.01  -  Manner  of  Investment.   All  amounts  credited  to  the  Accounts  of
Participants  shall be treated s though invested and reinvested only in eligible
investments selected by the Employer in Section 1.11(b).

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

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

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

Article 7.  Right to Benefits

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

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

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

         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.
<PAGE>

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

7.03 - Other  Termination of Employment.  If provided by the Employer in Section
1.06, if a Participant terminates his employment for any reason other than death
or normal retirement,  he will be entitled to a termination benefit equal to (i)
the  vested  percentage(s)  of the value of the  Matching  Contributions  to his
Account,  as adjusted for income,  expense,  gain, or loss,  such  percentage(s)
determined in accordance with the vesting  schedule(s)  selected by the Employer
in Section 1.07, and (ii) the value of the Deferral Contributions to his Account
as adjusted for income,  expense,  gain or 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  which will be
maintained for the purpose of determining his interest therein  according to the
following provisions.

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

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

7.06 - Adjustment  for Investment  Experience.  If any  distribution  under this
Article 7 is not made in a single payment,  the amount  remaining in the Account
after the  distribution  will be  subject to  adjustment  until  distributed  to
reflect the income and gain or

<PAGE>

loss on the  investments  in which such  amount is treated as  invested  and any
expenses properly charged under the Plan and Trust to such amounts.

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

Article 8.  Distribution of Benefits Payable after Termination of Service.

8.01 - Distribution of Benefits to Participants and Beneficiaries.

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

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

8.02 - Determination of Method of  Distribution.  The Participant will determine
the method of distribution of benefits to himself and the method of distribution
to his Beneficiary.  Such determination will be made at the time the Participant
makes a deferral  election.  If the Participant does not determine the method of
distribution to him or his Beneficiary, the method shall be a lump sum.

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

8.04 - Time of Distribution.  In no event will  distribution to a Participant be
made later than the date specified by the  Participant  in his salary  reduction
agreement.

Article 9.  Amendment and Termination.

9.01 - Amendment by Employer.  The Employer  reserves the authority to amend the
Plan by filing with the Trustee an amended Adoption  Agreement,  executed by the
Employer  only,  on which said  Employer  has  indicated  a change or changes in
provisions  previously  elected by it. Such  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

<PAGE>

Employer's  board of directors or other  individual  specified in the resolution
adopting  this Plan shall act on behalf of the  Employer  for  purposes  of this
Section 9.01.

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

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

9.04 - Distribution  upon Termination of the Plan. Upon termination of the Plan,
no further Deferral  Contributions or Matching Contributions shall be made under
the Plan, but Accounts of Participants  maintained under the Plan at the time of
termination  shall  continue  to be governed by the terms of the Plan 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 direct the Trustee to disburse such payments
to a person or  institution  designated by a court which has  jurisdiction  over
such recipient or a person or institution  otherwise  having the legal authority
under State law for the care and control of such recipient.  The receipt by such
person  or  institution  of any  such  payments  shall be  complete  acquittance
therefore,  and any such  payment to the extent  thereof,  shall  discharge  the
liability of the Trust for the payment of benefits hereunder to such recipient.
<PAGE>

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 as 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.

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;
<PAGE>

       (h) To comply with the reporting and disclosure requirements of Part 1 of
Subtitle B of Title I or 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 situation 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.  Such  notification  will be given within 90 days after the claim is
received  by the  Administrator  (or within 180 days,  if special  circumstances
require an extension of time for processing the claim,  and if written notice of
such  extension  and  circumstances  is given to such person  within the initial
90-day period).  If such notification is not given within such period, the claim
will be considered denied as of the last day of such period, and such person may
request a review of his claim.

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

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

<PAGE>

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
Employer.


<PAGE>

                                 TRUST AGREEMENT
                                     Between
                      Fair, Isaac and Company, Incorporated

                                    [Sponsor]

                                       and

                        FIDELITY MANAGEMENT TRUST COMPANY

                                    [Trustee]

                                                    Dated as of November 1, 1994



                                IMPORTANT NOTICE

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


<PAGE>


                                TABLE OF CONTENTS

SECTION                                                                     Page

------------------------------------------------------------------------- ------
1.  Trust                                                                     1
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         (a)  Establishment                                                   1
------------------------------------------------------------------------- ------
         (b)  Grantor Trust                                                   1
------------------------------------------------------------------------- ------
         (c)  Trust Assets                                                    1
------------------------------------------------------------------------- ------
         (d)  Non-Assignment                                                  1
------------------------------------------------------------------------- ------
2.  Payments to Sponsor                                                       2
------------------------------------------------------------------------- ------
3.  Disbursements                                                             2
------------------------------------------------------------------------- ------
         (a)  Directions from Administrator                                   2
------------------------------------------------------------------------- ------
         (b)  Limitations                                                     2
------------------------------------------------------------------------- ------
4.  Investment of Trust                                                       2
------------------------------------------------------------------------- ------
         (a)  Selection of Investment Options                                 2
------------------------------------------------------------------------- ------
         (b)  Available Investment Options                                    2
------------------------------------------------------------------------- ------
         (c)  Investment Direction                                            3
------------------------------------------------------------------------- ------
         (d)  Mutual Funds                                                    3
------------------------------------------------------------------------- ------
         (e)  Trustee Powers                                                  4
------------------------------------------------------------------------- ------
5.  Record Keeping and Administrative Services to be Performed                5
------------------------------------------------------------------------- ------
         (a)  General                                                         5
------------------------------------------------------------------------- ------
         (b)  Accounts                                                        5
------------------------------------------------------------------------- ------
         (c)  Inspection and Audit                                            5
------------------------------------------------------------------------- ------
         (d)  Effect of Plan Amendment                                        5
------------------------------------------------------------------------- ------
         (e)  Returns, Reports and Information                                6
------------------------------------------------------------------------- ------
6.  Compensation and Expenses                                                 6
------------------------------------------------------------------------- ------
7.  Directions and Indemnification                                            6
------------------------------------------------------------------------- ------
         (a)  Identity of Administrator                                       6
------------------------------------------------------------------------- ------
         (b)  Directions from Administrator                                   6
------------------------------------------------------------------------- ------
         (c)  Directions from Sponsor                                         6
------------------------------------------------------------------------- ------
         (d)  Indemnification                                                 7
------------------------------------------------------------------------- ------
         (e)  Survival                                                        7
------------------------------------------------------------------------- ------
8.  Resignation or Removal of Trustee                                         7
------------------------------------------------------------------------- ------
         (a)  Resignation                                                     7
------------------------------------------------------------------------- ------
         (b)  Removal                                                         7
--------------------------------------------------------------------------------
<PAGE>

------------------------------------------------------------------------- ------
9.  Successor Trustee                                                         7
------------------------------------------------------------------------- ------
         (a)  Appointment                                                     7
------------------------------------------------------------------------- ------
         (b)  Acceptance                                                      7
------------------------------------------------------------------------- ------
         (c)  Corporate Action                                                8
------------------------------------------------------------------------- ------
10.  Termination                                                              8
------------------------------------------------------------------------- ------
11.  Resignation, Removal and Termination Notices                             8
------------------------------------------------------------------------- ------
12.  Duration                                                                 8
------------------------------------------------------------------------- ------
13.  Insolvency of Sponsor                                                    8
------------------------------------------------------------------------- ------
14.  Amendment or Modification                                                9
------------------------------------------------------------------------- ------
15.  General                                                                  10
------------------------------------------------------------------------- ------
         (a)  Performance by Trustee, Its Agent or Affiliates                 10
------------------------------------------------------------------------- ------
         (b)  Entire Agreement                                                10
------------------------------------------------------------------------- ------
         (c)  Waiver                                                          10
------------------------------------------------------------------------- ------
         (d)  Successors and Assigns                                          10
------------------------------------------------------------------------- ------
         (e)  Partial Invalidity                                              10
------------------------------------------------------------------------- ------
         (f)  Section Headings                                                10
------------------------------------------------------------------------- ------
16.  Governing Law                                                            11
------------------------------------------------------------------------- ------
         (a)  Massachusetts Law Controls                                      11
------------------------------------------------------------------------- ------
         (b)  Trust Agreement Controls                                        11
------------------------------------------------------------------------- ------

<PAGE>


TRUST AGREEMENT,  dated as of the 1st day of November, 1994, between Fair, Isaac
and Company,  Incorporated  a Delaware  corporation,  having an office 120 North
Redwood Drive, San Rafael,  CA, 94903 (the "Sponsor"),  and FIDELITY  MANAGEMENT
TRUST COMPANY, a Massachusetts trust company,  having an office at 82 Devonshire
Street, Boston, Massachusetts, 01209 (the "Trustee").

WITNESSETH:

         WHEREAS,  the  Sponsor is the sponsor of the Fair,  Isaac  Supplemental
Retirement and Savings Plan (the "Plan"); and

         WHEREAS,  the Sponsor wishes to establish an  irrevocable  trust and to
contribute to the trust assets that shall be held therein, subject to the claims
of the  Sponsor's  creditors  in the event of  Sponsors'  Insolvency,  as herein
defined,  until paid to Plan participants and their beneficiaries in such manner
and at such times as specified in the Plan; and

         WHEREAS,  it is the intention of the Sponsor to make  contributions  to
the trust  provide  itself with a source of funds to assist it in the meeting of
its liabilities under the Plan; and

         WHEREAS,  the trustee is willing to hold and invest the  aforesaid  pan
assets in trust among several investment options selected by the Sponsor; and

         WHEREAS,  the  Sponsor  wishes  to have  the  Trustee  perform  certain
ministerial record keeping and administrative functions under the Plan; and

         WHEREAS, the Employer or such other individual named in the Plan is the
Administrator of the plan; and

         WHEREAS,   the  Trustee  is  willing  to  perform  record  keeping  and
administrative  services for the Plan if the services are purely  ministerial in
nature and are provided  within a framework of plan  provisions,  guidelines and
interpretations conveyed in writing to the Trustee by the Administrator.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual  covenants and  agreements  set forth below,  the Sponsor and the Trustee
agree as follows:

SECTION 1.

1. Trust.

(a) Establishment.
<PAGE>

The Sponsor  hereby  establishes a trust  (hereinafter  the  "Trust"),  with the
Trustee.  The Trust shall consist of an initial  contribution  of money or other
property  acceptable to the Trustee in its sole discretion,  made by the Sponsor
or transferred  from a previous  trustee under the Plan, such additional sums of
money as shall from time to time be delivered to the Trustee under the Plan, all
investments  made therewith and proceeds  thereof,  and all earnings and profits
thereon,  less the  payments  that are made by the Trustee as  provided  herein,
without  distinction between principal and income. The Trustee herby accepts the
Trust on the terms and conditions set forth in this Agreement. In accepting this
Trust,  the Trustee shall be accountable  for the assets received by it, subject
to the terms and conditions of this Agreement.

(b) Grantor Trust.

The Trust is  intended  to be a grantor  of trust,  of which the  Sponsor is the
grantor,  within the  meaning of subpart  E, part I,  subchapter  J,  chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

(c) Trust Assets.

The principal of the Trust,  and any earnings thereon shall be held separate and
apart from other funds of the Sponsor and shall be used exclusively for the uses
and  purposes of Plan  participants  and general  creditors as herein set forth.
Plan  participants and their  beneficiaries  shall have no preferred claim o, or
any beneficial ownership interest in, any assets of the Trust. Any rights crated
under the Plan and this  Trust  Agreement  shall be mere  unsecured  contractual
rights of Plan  participants and their  beneficiaries  against the Sponsor.  Any
assets held by the Trust will be subject to the claims of the Sponsor's  general
creditors under federal and state law in the event of Insolvency,  as defined in
Section 13(a).

(d) Non-Assignment.

Benefit payments to Plan participants and their beneficiaries  funded under this
Trust may not be anticipated,  assigned (either at law or in equity), alienated,
pledged, encumbered, or subjected to attachment,  garnishment,  levy, execution,
or other legal or equitable process.

SECTION 2.

2. Payments to Sponsor.

         Except as provided under Section 13, the Sponsor shall have no right to
retain or  divert  to others  any of the Trust  assets  before  all  payment  of
benefits have been made to the participants and their beneficiaries  pursuant to
the terms of the Plan.
<PAGE>

SECTION 3.

3. Disbursements.

Directions from Administrator.

The Trustee  shall  disburse  monies to the Sponsor for benefit  payments in the
amounts that the Administrator directs from time to time in writing. The Trustee
shall have no  responsibility  to ascertain any direction's  compliance with the
terms of the Plan or any  applicable  law. The Trustee shall not be  responsible
for  making  benefit  payments  to the  participants  under the Plan,  nor shall
Trustee be responsible for any Social Security or Federal, State or local income
tax reporting or withholding with respect to such Plan benefits.

Limitations.

The Trustee shall not be required to make any  disbursement in excess of the net
realizable value of the assets of the Trust at the time of the disbursement. The
Trustee  shall not be  required  to make any  disbursement  in cash  unless  the
Administrator  has provided a written direction as to the assets to be converted
to cash for the purpose of making the disbursement.

SECTION 4.

4. Investment of Trust.

Selection of Investment Options.

The Trustee shall have no responsibility for the selection of investment options
under  the  Trust  and shall  not  render  investment  advice  to any  person in
connection with the selection of such options.

Available Investment Options.

In  accordance  with  Section  1.14 of the Plan,  the Sponsor  shall  direct the
Trustee  as to the  investment  options  available  under  the  Trust  provided,
however,  that the Trustee shall not be considered a fiduciary  with  investment
discretion.  The Sponsor may add additional  investment options with the consent
of the Trustee and upon amendment of the Plan.

Investment Direction.

In order to provide for an accumulation of assets  comparable to the contractual
liabilities  accruing  under the Plan,  the  Sponsor  may direct the  Trustee in
writing to invest the assets held in the Trust to correspond to the hypothetical
investments made for

<PAGE>

Participants under the Plan. Such directions may be made by Plan participants by
use of the telephone exchange system maintained for such purposes by the Trustee
or its agent. In the event that the Trustee fails to receive a proper  direction
from the Sponsor or from Participants,  the assets in question shall be invested
in Fidelity  Retirement  Money market Fund, or such other fund designated by the
Sponsor for this purpose, until the Trustee receives a proper direction.

Mutual Funds.

The Sponsor hereby  acknowledges that it has received from the Trustee a copy of
the prospectus for each Mutual Fund selected by the Sponsor as a Plan investment
option.  Trust  investment  in Mutual  Funds  shall be subject to the  following
limitations:

Execution of Purchases and Sales.

Purchase and sales of Mutual funds (other than for  Exchanges)  shall be made on
the date on which  the  Trustee  receives  from the  Sponsor  in good  order all
information and documentation  necessary to accurately effect such purchases and
sales (or in case of a purchase,  the  subsequent  date on which the Trustee has
received a wire transfer of funds necessary to make such purchase). Exchanges of
Mutual Funds shall be made on the same business day that the Trustee  receives a
proper  direction of received before 4:00 p.m. eastern time; if the direction is
received after 4:00 p.m.  eastern time, the exchange shall be made the following
day.

Voting.

At the time of mailing of notice of each annual or special stockholders' meeting
of any Mutual  Fund,  the Trustee  shall send a copy of the notice and all proxy
solicitation  materials  to each Plan  participant  who has shares of the Mutual
Fund credited to the  participant's  account,  together with a voting  direction
form for return to the Trustee or its designee.  The participant  shall have the
right to direct the Trustee as to the manner in which the Trustee is to vote the
shares credited to the  participant's  accounts (both vested and unvested).  The
Trustee shall vote the shares as directed by the participant.  The Trustee shall
not vote shares for which it has received no  directions  from the  participant.
During the participant record keeping reconciliation  ("transition") period, the
Sponsor shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote the shares of the Mutual Funds in the Trust.  With respect to
all rights other than the right to vote, the Trustee shall follow the directions
of the participant and if no such directions are received, the directions of the
Sponsor.  The  Trustee  shall  have no  duty  to  solicit  directions  from  the
participants or the Sponsor.

(c) Trustee Powers.

The Trustee shall have the following powers and authority:
<PAGE>

         (i) Subject to paragraphs  (b), (c) and (d) of this Section 4, to sell,
exchange,  convey,  transfer,  or otherwise  dispose of any property held in the
Trust,  by private  contract or at public  auction.  No person  dealing with the
Trustee shall be bound to see to the  application of the purchase money or other
property  delivered to the Trustee or to inquire into the validity,  expediency,
or propriety of any such sale or other disposition.

         (ii) To cause  any  securities  or other  property  held as part of the
Trust to be  registered in the Trustee's own name, in the name of one or more of
its nominees,  or in the Trustee's  account with the Depository Trust Company of
New York and to hold any  investments  in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust.

         (iii) To keep that portion of the Trust in cash or cash balances as the
Sponsor or Administrator may, from time to time, deem to be in the best interest
of the Trust...

         (iv) To make, execute,  acknowledge,  and deliver any and all documents
of transfer or conveyance and to carry out the powers herein granted.

         (v) To settle,  compromise, or submit to arbitration any claims, debts,
or damages due to or arising  from the Trust;  to  commence  or defend  suits or
legal or  administrative  proceedings;  to represent  the Trust in all suits and
legal and administrative  hearings;  and to pay all reasonable  expenses arising
from any such action, from the Trust if not paid by the Sponsor.

         (vi) To employ legal, accounting, clerical, and other assistance as may
be required in carrying out the  provisions  of this  Agreement and to pay their
reasonable expenses and compensation from the Trust if not paid by the Sponsor.

         (vii) To do all other acts although not specifically  mentioned herein,
as the Trustee may deem  necessary to carry out any of the foregoing  powers and
the purposes of the Trust.

         Notwithstanding  any powers  granted to Trustee  pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this trust the  objective  of  carrying  on a business  and  dividing  the gains
therefrom,  within the  meaning  of  Section  301.7701-2  of the  procedure  and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

SECTION 5.

5. Record keeping and Administrative Service to be Performed

         (a) General
<PAGE>

The Trustee  shall  perform those record  keeping and  administrative  functions
described in the  CORPORATEplan  for  Retirement  Select  Agreement  between the
Trustee and the Sponsor ("Service Agreement").

         (b) Accounts

The  Trustee  shall  keep  accurate  accounts  of  all  investments,   receipts,
disbursements,  and other  transactions  hereunder and shall report the value of
the assets  held in the Trust as of the last day of each  fiscal  quarter of the
Plan  and,  if not on the last day of a fiscal  quarter,  the date on which  the
Trustee  resigns or is removed  as proved in Section 8 of this  agreement  or is
terminated as provided in Section 10 (the "Reporting Date").  Within thirty (30)
days following  reach  Reporting Date or within sixty (60) days in the case of a
Reporting  date  caused by the  resignation  or removal of the  Trustee,  or the
termination of this Agreement,  the Trustee shall file with the  Administrator a
written  account setting forth all  investments,  receipts,  disbursements,  and
other  transactions  effected by the Trustee  between the Reporting Date and the
prior  Reporting  Date,  and  setting  forth  the  value of the  Trust as of the
Reporting  date.  Except as otherwise  required under  applicable  law, upon the
expiration  of six (6)  months  from the date of filing  such  account  with the
Administrator,  the Trustee shall have no liability or further accountability to
anyone with respect to the propriety of its acts or  transactions  shown in such
account,  except  with  respect  to such  acts or  transactions  as to which the
Sponsor  shall within such six (6) months  period file with the Trustee  written
objections.

         (c) Inspection and Audit

All records  generated by the Trustee in accordance  with  paragraph (a) and (b)
shall be open to inspection  and audit,  during the Trustee's  regular  business
hours prior to the termination of this Agreement,  by the  Administrator  or any
person designated by the  Administrator.  Upon the resignation or removal of the
Trustee or the termination of this  Agreement,  the Trustee shall provide to the
Administrator, at no expense to the Sponsor, in the format regularly provided to
the  Administrator,  a  statement  of  each  participant's  accounts  as of  the
resignation,  removal,  or  termination,  and the Trustee  shall  provide to the
Administrator  or the  Plan's  new  record  keeper  such  further  record as are
reasonable, at the Sponsor's expense.

         (d) Effect of Plan Amendment

The Trustee's  provision of the record keeping and  administrative  services set
forth in this Section 5 shall be  conditioned  on the Sponsor  delivering to the
Trustee a copy of any amendment to the Plan as soon as administratively feasible
following  the  amendment's  adoption,  and on the  Administrator  providing the
Trustee  on a timely  basis with all the  information  the  Administrator  deems
necessary  for the  Trustee to perform  the record  keeping  and  administrative
services and such other information as the Trustee may reasonably request.

         (e) Return, Reports and Information

The  Administrator  shall be responsible  for the  preparation and filing of all
returns, reports, and information required of the Trust or Plan by law including
but not limited to any annual  fiduciary  tax return.  The Trustee shall provide
the  administrator  with such

<PAGE>

information as the Administrator  may reasonably  request to make these filings.
The  Administrator  shall also be  responsible  for making  any  disclosures  to
participants required by law.

SECTION 6.

6. Compensation and Expenses

As  consideration  for its  services,  the Trustee shall be entitled to the fees
computed and billed in accordance  with the Service  Agreement.  All expenses of
the Trustee relating  directly to the acquisition and disposition of investments
constituting part of the Trust, and all taxes of any kind whatsoever that may be
levied or assessed under existing or future laws upon or in respect of the Trust
or the income  thereof,  shall be charge  against and paid from the  appropriate
Plan participants' account.

SECTION 7.

7. Directions and Indemnification

         (a) Identity of Administrator

The  Trustee  shall  be  fully  protected  in  relying  on  the  fact  that  the
Administrator under the Plan is the individual or persons named as such above or
such  other  individuals  or persons as the  Sponsor  may notify the  Trustee in
writing.

         (b) Directions from Administrator

Whenever the  administrator  provides a direction  to the  Trustee,  the Trustee
shall not be liable for any loss,  or by reason of any breach,  arising form the
direction if the direction is contained in a writing (or is oral and immediately
confirmed in written)  signed by any  individual  whose name and signature  have
been  submitted  (and not  withdrawn)  in writing to the  Trustee in the Service
Agreement  provided  the  Trustee  reasonably  believes  the  signature  of  the
individual to be genuine.  Such direction may be made via EDT in accordance with
procedures agreed by the administrator and the Trustee; provided,  however, that
the Trustee shall be fully  protected in relying on such direction as if it were
a direction  made in writing by the  Administrator.  The  Trustee  shall have no
responsibility  to ascertain any direction's (i) accuracy,  (ii) compliance with
the terms of the Plan or any applicable  law, or (iii) effect for tax purpose or
otherwise.

         (c) Directions from Sponsor

The Trustee shall not be liable for any loss,  which arises,  from the Sponsor's
exercise  or  non-exercise  of  right  under  Section  4 over  the  assets  in a
participant's account.

         (d) Indemnification

The Sponsor shall indemnify the Trustee  against,  and hold the Trustee harmless
from, any and all loss, damage, penalty, liability, cost, and expense, including
without  limitation,  reasonable  attorney's fees and disbursement,  that may be
incurred  by,  imposed  upon,  or asserted  against the Trustee by reason of any
claim,  regulatory

<PAGE>

proceeding or litigation  arising from any act done or omitted to be done by any
individual or person with respect to the Plan or Trust,  excepting  only any and
all loss, etc, arising solely from the Trustee's negligence or bad faith.

         (e) Survival

The  provisions  of  this  Section  7  shall  survive  the  termination  of this
Agreement.

SECTION 8.

8. Resignation or Removal if Trustee

         (a) Resignation

The  Trustee  may resign at any time upon  sixty (60) days  notice in writing to
Sponsor, unless a shorter period of notice is agreed upon by Sponsor.

         (b) Removal

The Sponsor  may remove the Trustee at any time upon sixty (60) days'  notice in
writing to the Trustee,  unless a shorter period of notice is agreed upon by the
Trustee.

SECTION 9.

9. Successor Trustee

         (a) Appointment

If the office of Trustee  becomes  vacant for any  reason,  the  Sponsor  may in
writing appoint a successor trustee under this Agreement.  The successor trustee
shall  have  all  of  the  rights,  powers,  privileges,   obligations,  duties,
liabilities,  and immunities  granted to the Trustee under this  Agreement.  The
successor  trustee and  predecessor  trustee shall not be liable for the acts or
omissions of the other with respect to the Trust.

         (b) Acceptance

When the successor trustee accepts its appointment  under this agreement,  title
to and  possession of the Trust assets shall  immediately  vest in the successor
trustee without any further action on the part of the predecessor  trustee.  The
predecessor  trustee  shall  execute  all  instruments  and  do  all  acts  that
reasonably  may be  necessary or  reasonably  may be requested in writing by the
Sponsor or the  successor  trustee to vest to all Trust assets in the  successor
trustee or to deliver all Trust assets to the successor trustee.

         (c) Corporate Action

Any successor of the Trustee or successor  trustee,  through sale or transfer of
the business or trust department of the Trustee or successor trustee, or through
reorganization,  consolidation,  or merger, or any similar  transaction,  shall,
upon  consummation of the  transaction,  become the successor  trustee under the
Agreement.
<PAGE>


SECTION 10.

10. Termination

This  Agreement  may be  terminated  at any time by the Sponsor  upon sixty (60)
days' notice in writing to the Trustee.  On the date of the  termination of this
Agreement,  the Trustee shall forthwith  transfer and deliver to such individual
or entity, as the Sponsor shall designate, all cash and assets then constituting
the Trust. If, by the termination date, the Sponsor has not notified the Trustee
in writing as to whom the assets and cash are to be  transferred  and delivered,
the Trustee may bring an  appropriate  action or proceeding for leave to deposit
the assets and cash in a court of competent  jurisdiction.  The Trustee shall be
reimbursed by the Sponsor for all costs and expenses of the action or proceeding
including, without limitation, reasonable attorneys' fees and disbursements.

SECTION 11.

11. Resignation, Removal, and Termination Notices

All notices of resignation, removal, or termination under this Agreement must be
in writing  and mailed to the party to which the  notice is being  certified  or
registered  mail,  return  receipt  requested,  to the  Sponsor  at the  address
designated in the Service Agreement,  and to the Trustee at the  afore-mentioned
address or to such other addresses as the parties have notified each other of in
the foregoing manner.

SECTION 12.

12. Duration

This Trust shall continue in effect without limit as to time, subject,  however,
to the provisions of this  Agreement  relating to amendment,  modification,  and
termination thereof.

SECTION 13.

13. Insolvency of Sponsor

         (a) Trustee shall cease  disbursement  of funds for payment of benefits
     to Plan  participants and their  beneficiaries if the Sponsor is Insolvent.
     Sponsor shall be considered  "Insolvent"  for purpose of this  Agreement if
     (i) Sponsor is unable to pay its debts as they  become due or (ii)  Sponsor
     is  subject  to a pending  proceeding  as debtor  under the  United  States
     Bankruptcy Code.

         (b) All times during the  continuance of this Trust,  the principal and
     income of the Trust shall be subject to claims of general  creditors of the
     Sponsor under federal and state Law as set forth below.

                  (i) The Board of Directors and the Chief executive  Officer of
         the  Sponsor  shall  have the duty to  inform  Trustee  in  writing  of
         Sponsor's  Insolvency.  If a person  claming  to be a  creditor  of the
         Sponsor   alleges  in  writing  to  trustee  that  Sponsor  has  become
         Insolvent,  Trustee shall  determine  whether  Sponsor is

<PAGE>

         Insolvent and pending such  determination,  Trustee  shall  discontinue
         disbursements  for payment of benefits  to Plan  participants  or their
         beneficiaries.

                  (ii)  Unless   Trustee  has  actual   knowledge  of  Sponsor's
         Insolvency,  or has received notice from Sponsor or a person claming to
         be a creditor alleging that Company is Insolvent, Trustee shall have no
         duty to inquire whether Sponsor is Insolvent. Trustee may in all events
         rely on such evidence concerning Sponsor's solvency as may be furnished
         to Trustee and that provides Trustee with a reasonable basis for making
         a determination concerning Sponsor's solvency.

                  (iii) If any time  Trustee  has  determined  that  Sponsor  is
         Insolvent,  Trustee shall discontinue  disbursement for payment to Plan
         participants  or their  beneficiaries  and shall hold the assets of the
         Trust for the benefit of Sponsor's general  creditors.  Nothing in this
         Trust   agreement  shall  in  any  way  diminish  any  rights  of  Plan
         participants or their  beneficiaries  to pursue their rights as general
         creditors  of Sponsor  with  respect to benefits  due under the Plan or
         otherwise.

                  (iv)  Trustee  shall  resume  disbursement  for the payment of
         benefits to Plan participants or their beneficiaries in accordance with
         Section 2 of this Trust  Agreement  only after  Trustee has  determined
         that Sponsor is not Insolvent (or is no longer Insolvent),

         (c) Provided that there are sufficient assets, if Trustee  discontinues
     the  payment  of  benefits  form  the  Trust  pursuant  to (a)  hereof  and
     subsequently  resumes  such  payments,  the first  payment  following  such
     discontinuance  shall include the  aggregate  amount of all payments due to
     Plan  participants or their  beneficiaries  under the terms of the Plan for
     the period of such discontinuance, less the aggregate amount of any payment
     made to Plan participants or their  beneficiaries by Sponsor in lieu of the
     payments provided for hereunder during any such period of discontinuance.

SECTION 14.

14. Amendment of Modification

This Agreement may be amended or modified at any time and from time to time only
by an instrument executed by both the Sponsor and the Trustee.

SECTION 15.

15. General

         (a) Performance by Trustee, its Agents or Affiliates

The Sponsor  acknowledge  and authorizes  that the services to be provided under
this  Agreement  shall be provided  by the  Trustee,  its agents or  affiliates,
including  Fidelity   Investments   Institutional   Operations  Company  or  its
successor,  and that certain of such services may be provided pursuant to one or
more other contractual agreements or relationships.

         (b) Entire Agreement
<PAGE>

This  Agreement  contains  all of the terms agreed upon between the parties with
respect to the subject matter hereof.

         (c) Waiver

No  waiver by  either  party of any  failure  or  refuse  all to comply  with an
obligation hereunder shall be deemed a waiver of any other or subsequent failure
or refusal to so comply.

         (d) Successors and Assigns

The  stipulations  in this  Agreement  shall  inure to the benefit of, and shall
bind, the successors and assign of the respective parties.

         (e) Partial Invalidity

If any term or provision of this  Agreement  or the  application  thereof to any
person or  circumstance  shall to any extent be invalid  or  unenforceable,  the
remainder of this  Agreement or application of such term or provision to persons
or  circumstances  other than as to which it is held  invalid or  unenforceable,
shall not be affected  thereby,  and each term and  provision of this  Agreement
shall be valid and enforceable to the fullest extent permitted by law.

         (f) Section Heading

The heading of the various  section and  subsections of this Agreement have been
inserted only for the purpose of convenience  and are not part of this Agreement
and shall not be deemed in any manner to modify, explain, expand or restrict any
of the provision of this Agreement.

SECTION 16.

16. Governing Law

         (a) Massachusetts Law Controls

This Agreement is being made in the Commonwealth of Massachusetts  and the Trust
shall be  administered  as a Massachusetts  trust.  The validity,  construction,
effect and administration of this Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts,  except to the
extent those laws are superseded under Section 514 of ERISA.

         (b) Trust Agreement Controls

The Trustee is not a party to the Plan, and in the event of any conflict between
the provisions of the Plan and the provisions of this  Agreement,  the provision
of this Agreement shall control.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.

[SPONSOR]


Attest:                                     By
        ---------------------------------     ----------------------------------
[Title] Assistant Secretary                            [Title] Vice President


                                            FIDELITY MANAGEMENT TRUST COMPANY
                                            [TRUSTEE]


                                            By
                                               ---------------------------------
                                                         [Title]