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                                                                    EXHIBIT 10.1
                              Loomis, Fargo & Co.
                          Deferred Compensation Plan

                               November 1, 1999


                                   RECITALS

This Loomis, Fargo & Co. Deferred Compensation Plan (the "Plan") is adopted by
Loomis, Fargo & Co. (the "Employer") for certain of its executive employees.
The purpose of the Plan is to provide those employees with supplemental
retirement income and to offer those employees an opportunity to elect to defer
the receipt of compensation in order to provide termination of employment and
related benefits pursuant to Section 451 of the Internal Revenue Code of 1986,
as amended (the "Code").  The Plan is intended to be a top-hat plan (i.e., an
unfunded deferred compensation plan maintained for a select group of management
or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1)
of the Employee Retirement Income Security Act of 1974 ("ERISA").

Accordingly, the following plan is adopted.

                            ARTICLE I - DEFINITIONS

1.1  ACCOUNT means the balance credited to a Participant's or Beneficiary's Plan
     account, including contribution credits and deemed income, gains and losses
     (to the extent realized as determined by the Compensation Committee, in its
     discretion) credited thereto.  A Participant's or Beneficiary's Account
     shall be determined as of the date of reference.

1.2  BENEFICIARY means the person or persons designated in writing to receive
     benefits, if any, upon the death of the Participant.  If no such
     designation is made, the designated Beneficiary shall be the deceased
     Participant's spouse, or if the Participant is not married, his or her
     estate.  Notwithstanding the preceding sentence, if the designated
     Beneficiary of a married Participant is not the Participant's spouse, the
     spouse must consent in writing to the Participant's naming a non-spouse
     Beneficiary.  The consent of the spouse to a non-spouse Beneficiary shall
     be irrevocable by the spouse.  In the event an unmarried Participant
     marries, such Participant's designated Beneficiary shall be the
     Participant's spouse regardless of an existing Beneficiary designation
     which shall be deemed revoked as of the date of marriage unless consented
     to in writing by the Participant's spouse.

1.3  CODE means the Internal Revenue Code of 1986 and the regulations
     thereunder, as amended from time to time.

1.4  COMPENSATION means the total current annual base salary and bonus paid by
     the Employer to an Eligible Employee with respect to his or her service for
     the Employer (as determined by the Employer).

1.5  COMPENSATION COMMITTEE means the Compensation Committee of the Board of
     Directors of the Employer which shall be the administrator with the
     authority as described in Article VIII and as otherwise provided herein.

1.6  DESIGNATION DATE means the date or dates as of which a designation of
     deemed investment directions by an individual pursuant to Section 4.4, or
     any change in a prior designation of deemed investment directions by an
     individual pursuant to Section 4.4, shall become effective.  The
     Designation Dates in any Plan Year shall be designated by the Compensation
     Committee.

1.7  EFFECTIVE DATE means the effective date of the Plan, which shall be
     November 1, 1999.

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1.8  ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof),
     a person employed by the Employer who is determined by the Board of
     Directors of the Employer to be a member of a select group of management or
     highly compensated employees and who is designated by the Board of
     Directors of the Employer to be an Eligible Employee under the Plan.  The
     Compensation Committee shall notify individuals of their eligibility.

1.9  EMPLOYER means Loomis, Fargo & Co. and its successors and assigns unless
     otherwise herein provided, or any other corporation or business
     organization that, with the consent of Loomis, Fargo & Co. or its
     successors or assigns, assumes the Employer's obligations hereunder, or any
     other corporation or business organization that agrees, with the consent of
     Loomis, Fargo & Co. to become a party to the Plan.

1.10 ENTRY DATE with respect to an individual means the first day of the pay
     period following the date on which the individual first becomes an Eligible
     Employee.

1.11 PARTICIPANT means any person so designated in accordance with the
     provisions of Article II, including, where appropriate according to the
     context of the Plan, any former employee who is or may become (or whose
     beneficiaries may become) eligible to receive a benefit under the Plan.

1.12 PARTICIPANT ENROLLMENT AND PAYMENT ELECTION FORM means the form on which a
     Participant elects to defer Compensation hereunder and on which the
     Participant makes certain other designations as required thereon.

1.13 PLAN means this Loomis, Fargo & Co. Deferred Compensation Plan, as amended
     from time to time.

1.14 PLAN YEAR means the twelve (12) month period ending on December 31 of each
     year during which the Plan is in effect, provided the first Plan Year shall
     be a short Plan Year commencing on the Effective Date of the Plan and
     ending on December 31, 1999.

1.15 TRUST means the trust fund established pursuant to the Plan.

1.16 TRUSTEE means the trustee named in the agreement establishing the Trust
     and such successor and/or additional trustees as may be named pursuant to
     the terms of the agreement establishing the Trust.

1.17 VALUATION DATE means December 31 of each Plan Year and any other date that
     the Compensation Committee, in its sole discretion, designates as a
     Valuation Date.

                   ARTICLE II - ELIGIBILITY AND PARTICIPATION

2.1  REQUIREMENTS.  Every Eligible Employee on the Effective Date shall be
     eligible to become a Participant on the Effective Date.  Every other
     Eligible Employee shall be eligible to become a Participant on the first
     Entry Date occurring on or after the date on which he or she becomes an
     Eligible Employee.  No individual shall become a Participant, however, if
     he or she is not an Eligible Employee on the date his or her participation
     is to begin.

     Participation in the Plan is voluntary.  In order to participate, an
     otherwise Eligible Employee must make written application in such manner as
     may be required by Section 3.1 and by the Compensation Committee and must
     agree to make Compensation Deferrals as provided in Article III.

2.2  RE-EMPLOYMENT.  If a Participant whose employment with the Employer is
     terminated is subsequently re-employed, he or she may only become a
     Participant in accordance with the provisions of Section 2.1.

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2.3  CHANGE OF EMPLOYMENT CATEGORY.  During any period in which a Participant
     remains in the employ of the Employer, but ceased to be an Eligible
     Employee, he or she shall not be eligible to make Compensation Deferrals
     hereunder.

                    ARTICLE III - CONTRIBUTIONS AND CREDITS

3.1  PARTICIPANT COMPENSATION DEFERRALS AND EMPLOYER CONTRIBUTION CREDITS.  In
     accordance with rules established by the Compensation Committee, a
     Participant may elect to defer Compensation that is due to be earned and
     would otherwise be paid to the Participant in a lump sum or in any fixed
     periodic dollar amounts as designated by the Participant on the form
     required by the Compensation Committee.  Amounts so deferred will be
     considered a Participant's "Compensation Deferrals."  A Participant shall
     make such an election with respect to a Plan Year prior to the applicable
     Plan Year or during such other period established by Compensation
     Committee.

     Compensation Deferrals shall be made through regular payroll deductions or
     through an election by the Participant to defer the payment of a bonus not
     yet payable to him or her at the time of the election.

     There shall be established and maintained by the Compensation Committee a
     separate Account in the name of each Participant.  The Compensation
     Committee shall have the discretion to allocate such deemed income, gains
     or losses among Plan Accounts pursuant to such allocation rules as the
     Compensation Committee deems to be reasonable and administratively
     practicable.

     Amounts equal to the Compensation Deferrals will be paid by the Employer to
     the Trust with reasonable promptness after the total of such Compensation
     Deferrals during any month or other period as determined by the
     Compensation Committee has been determined.

3.2  VESTING.  An Eligible Employee shall always be one hundred percent (100%)
     vested in his or her Participant Compensation Deferrals and the earnings,
     if any, attributed thereto.

                        ARTICLE IV - ALLOCATION OF FUNDS

4.1  ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.  Each Participant may
     direct the Compensation Committee as to how amounts in his or her Plan
     Account shall be deemed to be invested.  In such a case, the Compensation
     Committee may direct the Trustee to invest the account maintained in the
     Trust on behalf of the Participant pursuant to the direction the
     Compensation Committee has received from that Participant at the
     Compensation Committee's sole discretion.  The means, manner and
     individuals authorized to communicate such directions to the Trustee shall
     be established by the Compensation Committee.  The Participant's Plan
     Account will be credited or debited with the increase or decrease in the
     realizable net asset value or credited interest, as applicable, of the
     designated deemed investments, as follows.  As of each Valuation Date, an
     amount equal to the net increase or decrease in realizable net asset value
     or credited interest, as applicable (as determined by the Compensation
     Committee), or each deemed investment option within the Trust since the
     preceding Valuation Date shall be allocated to a Participant's Account
     deemed to be invested in that investment option.

4.2  ACCOUNTING FOR DISTRIBUTIONS.  As of the date of any distribution
     hereunder, the distribution to a Participant or his or her Beneficiary or
     Beneficiaries shall be charged to such Participant's Account.

4.3  INTERIM VALUATIONS.  If it is determined by the Compensation Committee
     that the value of the Trust as of any date on which distributions are to be
     made differs materially from the value of the Trust on the prior Valuation
     Date upon which the distribution is to be based, the Employer, in its
     discretion, shall have the right to designate any date in the interim as a
     Valuation Date for the

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     purpose of revaluing the Trust so that the Account from which the
     distribution is being made will, prior to the distribution, reflect its
     share of such material difference in value.

4.4  DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS.  Subject to such limitations
     as may from time to time be required by law, imposed by the Compensation
     Committee or the Trustee, or contained elsewhere in the Plan, and subject
     to such operating rules and procedures as may be imposed from time to time
     by the Compensation Committee or the Trustee, prior to and effective for
     each Designation Date, each Participant may communicate to the Compensation
     Committee or the Trustee, as deemed appropriate by the Compensation
     Committee, a direction as to how his or her Account should be deemed to be
     invested among such categories of deemed investments as may be made
     available by the Compensation Committee hereunder and described on Appendix
     A.  The Compensation Committee shall have the discretion to change or
     modify such investments on Appendix A.  Such direction shall designate the
     percentage (in any whole percent multiples) of each portion of the
     Participant's Account that is requested to be deemed to be invested in such
     categories of deemed investments and shall be subject to the rules
     established by the Compensation Committee.

     The investments on Appendix A are solely for the purpose of determining
     accruals, gains and losses to the Accounts, and nothing herein shall
     obligate the Employer to invest any part of its assets in any of the
     investment vehicles serving as described on Appendix A or in any other
     investments or to guarantee any earnings or income to a Participant's
     Account.

     Each Participant hereunder, as a condition to his or her participation
     hereunder, agrees to indemnify and hold harmless the Employer and its
     agents and representatives from any losses or damages of any kind relating
     to the deemed investment of the Participant's Account hereunder.

     Each reference in this Section to a Participant shall be deemed to include,
     where applicable, a reference to a Beneficiary.

ARTICLE V - ENTITLEMENT TO BENEFITS

5.1  TERMINATION OF EMPLOYMENT.  If a Participant terminates employment with the
     Employer for any reason, the Participant's Account at the date of
     termination shall be valued and payable according to the provisions of
     Article VI.

5.2  CHANGE OF CONTROL.  If a Change of Control of the Employer occurs, the
     Participant's Account at the date of the Change of Control shall be valued
     and payable according to the provisions of Article VI.  For purposes of
     this Section, a Change of Control shall mean the occurrence of any of the
     following events:

          (i)  any Person (with the meaning of Sections 13(d) and 14(d) of the
               Securities Exchange Act of 1934, as amended (the "1934 Act")
               together with any Affiliate (within the meaning of Rule 12b-2
               under the 1934 Act) of such Person becomes the beneficial owner
               (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or
               more of the outstanding voting power of the Employer;

          (ii) the stockholders of the Employer approve an agreement to (a)
               merge, consolidate, or liquidate, or (b) sell or otherwise
               dispose of all or substantially all of the assets of the
               Employer; or (iii) any other event which the Compensation
               Committee determines constitutes a Change of Control.

     Notwithstanding the foregoing, an initial public offering of the Employer
     shall not be considered to be a Change in Control for the purposes of this
     Plan unless the Compensation Committee in its sole discretion determines
     that such initial public offering is a Change in Control.

5.3  RE-EMPLOYMENT OF RECIPIENT.  If a Participant receiving installment
     distributions pursuant to Section 6.2 is re-employed by the Employer, the
     remaining distributions due to the Participant

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     shall be suspended until such time as the Participant (or his or her
     Beneficiary) once again becomes eligible for benefits under Section 5.1,
     5.2, or 5.4, at which time such distribution shall commence, subject to the
     limitations and conditions contained in this Plan.

5.4  HARDSHIP DISTRIBUTIONS.  The Compensation Committee at its sole discretion
     may authorize a hardship distribution to a Participant.  Such a
     distribution may be authorized only if disallowance of the distribution
     would result in financial hardship to the Participant (or Beneficiary).
     Distributions may be made under this Section only to the extent that the
     distribution is necessary to enable the Participant (or Beneficiary) to
     resolve the financial need. In the event of a hardship distribution,
     Participant's deferrals will be suspended for the remainder of the Plan
     Year.

5.5  DISTRIBUTIONS PRIOR TO TERMINATION:  The Participant may elect to receive
     all or any part of his or her account prior to termination in accordance
     with the rules established by the Compensation Committee.  Such an election
     shall be specified in writing by the Participant on the Payment Election
     Form.

                     ARTICLE VI - DISTRIBUTION OF BENEFITS

6.1  AMOUNT.

          (a)  A Participant shall become entitled to receive a distribution
               according to his or her  selection indicated on the Payment
               Election Form.  In case of a distribution to a Participant by
               virtue of a Change in Control under Section 5.2, an aggregate
               amount equal to the Participant's account will be paid by the
               Trust or the Employer in a lump sum.  All payments under the Plan
               shall be in cash.

          (b)  If the whole or any part of a payment hereunder by the Trust or
               the  Employer is to be in installments, the total to be so paid
               shall continue to be invested pursuant to Article IV under such
               procedures as the Compensation Committee may establish, in which
               case, any deemed income, gain or loss attributable thereto (to
               the extent realized, as determined by the Compensation Committee,
               in its discretion) shall be reflected in the installment
               payments, in such equitable manner as the Compensation Committee
               may determine.

6.2  HARDSHIP PAYMENTS.  All distributions pursuant to Section 5.4, Hardship
     Distributions will be made in lump sum.

6.3  DEATH BENEFITS.  In the event of a Participant's death prior to the
     commencement of payments from his or her Account, the balance in his or her
     Account prior to his or her death shall be paid to his or her Beneficiary
     in the manner previously elected by the Participant with respect to
     distributions to the Participant.  Commencement of such distribution shall
     begin as soon as practicable after the Compensation Committee receives
     written notice of his or her death together with any documents, instruments
     or other evidence that the Compensation Committee may require to render a
     distribution based on the fact of the Participant's death.  If the death of
     the Participant occurs after the commencement of payments from his or her
     Account, the remaining installments shall be paid to his or her Beneficiary
     as paid to the Participant.

6.4  OTHER DISTRIBUTIONS.  The Compensation Committee at its sole discretion may
     make any other distribution permitted by law.

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                            ARTICLE VII - THE TRUST

7.1  ESTABLISHMENT OF TRUST.  The Employer shall establish the Trust with the
     Trustee, pursuant to such terms and conditions as are set forth in the
     Trust agreement to be entered into between the Employer and the Trustee.
     The Trust is intended to be treated as a grantor trust under the Code, and
     the establishment of the Trust is not intended to cause Participants to
     realize current income on amounts contributed thereto, and the Trust shall
     be so interpreted.

                         ARTICLE VIII - ADMINISTRATION

8.1  ADMINISTRATIVE AUTHORITY.  Except as otherwise specifically provided
     herein, the Compensation Committee shall have sole responsibility for and
     the sole control of the operation and administration of the Plan and shall
     have the power and authority to take all action and to make all decisions
     and interpretations that may be necessary and appropriate in order to
     administer and operate the Plan, including, without limiting the generality
     of the foregoing, the power, duty and responsibility to:

          (a)  Resolve and determine all disputes or questions arising under the
               Plan, including the power to determine the rights of Eligible
               Employees, Participants, and Beneficiaries, and their respective
               benefits, and to remedy or interpret and construe any
               ambiguities, inconsistencies, omissions or provisions in the
               Plan.

          (b)  Adopt such rules of procedure and regulations as in its opinion
               may be necessary for the proper and efficient administration of
               the Plan.

          (c)  Implement the Plan in accordance with its terms and the rules and
               regulations adopted as above.

          (d)  Make determinations with respect to the eligibility of any
               Eligible Employee as a Participant and make determinations
               concerning the crediting and distribution of Plan Accounts.

          (e)  Appoint any persons or firms, or otherwise act to secure
               specialized advice or assistance, as it seems necessary or
               desirable in connection with the administration and operation of
               the Plan, and the Compensation Committee shall be entitled to
               rely conclusively upon, and shall be fully protected in any
               action or omission taken by it in its good faith reliance upon,
               the advice or opinions of such firms or persons. The Compensation
               Committee shall have the power and authority to delegate from
               time to time by written instrument all or any part of its duties,
               powers, or responsibilities under the Plan, both ministerial and
               discretionary, as it deems appropriate, to any person or
               committee, and in the same manner to revoke any such delegation
               of duties, powers, or responsibilities. Any action of such person
               or committee in the executive or such delegated duties, powers,
               or responsibilities shall have the same force and effect for all
               purposes hereunder as if such action had been taken by the
               Compensation Committee. Further, the Compensation Committee may
               authorize one or more persons to execute any certificate or
               document on behalf of the Compensation Committee, in which event
               any person notified by the Compensation Committee of such
               authorization shall be entitled to accept and conclusively rely
               upon any such certificate or document executed by such person as
               representing action by the Compensation Committee until such
               third person shall have been notified of the revocation of such
               authority.

8.2  MUTUAL EXCLUSION OF RESPONSIBILITY.  The Trustee, the Employer, nor the
     Compensation Committee shall be obliged to inquire into or be responsible
     for any act or failure to act, or the authority therefor, on the part of
     the other.

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8.3  APPLICABLE LAW. The terms and provisions of the Plan shall be construed in
     accordance with the laws of the State of Texas, except to the extent
     preempted by ERISA or other federal law.

8.4  LITIGATION.  Except as may otherwise be required by law, in any action or
     judicial proceeding affecting the Plan, no Participant or Beneficiary shall
     be entitled to any notice or service of process, and any final judgment
     entered in such action shall be binding on all persons interested in, or
     claiming under, the Plan.

8.5. PAYMENT OF ADMINISTRATION EXPENSES.  All expenses incurred in the
     administration and operation of the Plan and the Trust, including any taxes
     payable by the Employer in respect of the Plan or Trust or payable by or
     from the Trust pursuant to its terms, shall be paid by the Employer.

8.6  CLAIMS PROCEDURE.  Any person claiming a benefit under the Plan (a
     Claimant) shall present the claim, in writing, to the Compensation
     Committee, and the Compensation Committee shall respond in writing.  If the
     claim is denied, the written note of denial shall state, in a manner
     calculated to be understood by the Claimant:

          (a)  the specified reason or reasons for the denial, with specific
               references to the Plan provisions on which the denial is based;

          (b)  a description of any additional material or information necessary
               for the Claimant to perfect his or her claim and an explanation
               of why such material or information is necessary; and

          (c)  an explanation of the Plan's claim review procedure.

     The written notice denying or granting the Claimant's claim shall be
     provided to the Claimant within ninety (90) days after the Compensation
     Committee's receipt of the Claimant within ninety (90) days after the
     Compensation Committee's receipt of the claim, unless special circumstances
     require an extension of time for processing the claim.  If such an
     extension is required, written notice of the extension shall be furnished
     by the Compensation Committee to the Claimant within the initial ninety
     (90) day period and in no event shall such extension exceed a period of
     ninety (90) days from the end of the initial ninety (90) day period.  Any
     extension notice shall indicate the special circumstances requiring the
     extension and the date on which the Compensation Committee expects to
     render a decision on the claim.  Any claim not granted or denied within the
     period noted above shall be deemed to have been denied.

     Any Claimant whose claim is denied or deemed to have been denied under the
     preceding sentence (or such Claimant's authorized representative) may,
     within sixty (60) days after the Claimant's receipt of notice of the denial
     or after the date of the deemed denial, request a review of the denial by
     notice given, in writing, to the Compensation Committee.  Upon such a
     request for review, the claim shall be reviewed by the Compensation
     Committee (or its designated representative), which may, but shall not be
     required to, grant the Claimant a hearing.  In connection with the review,
     the Claimant may have representation, may examine pertinent documents, and
     may submit issues and comments in writing.

     The decision on review normally shall be made within sixty (60) days of the
     Compensation Committee's receipt of the request for review.  If an
     extension of time is required due to special circumstances, the Claimant
     shall be notified, in writing, by the Compensation Committee, and the time
     limit for the decision on review shall be extended to one hundred twenty
     (120) days.  The decision on review shall be in writing and shall state, in
     a manner calculated to be understood by the Claimant, the specific reasons
     for the decision and shall include references to the relevant Plan
     provisions on which the decision is based.  The written decision on review
     shall be given to the Claimant within the sixty (60) day (or, if
     applicable, the one hundred twenty (120) day) time limit discussed above.
     If the decision on review is not communicated to the Claimant within the

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     sixty (60) day (or, if applicable, the one hundred twenty (120) day) time
     limit discussed above, the claim shall be deemed to have been denied upon
     review.  All decisions on review shall be final and binding with respect to
     all concerned parties.

                             ARTICLE IX - AMENDMENT

9.1  RIGHT TO AMEND.  The Employer, by written instrument executed by the
     Employer, shall have the right to amend the Plan, at any time and with
     respect to any provisions hereof, and all parties hereto or claiming any
     interest hereunder shall be bound by such amendment; provided, however,
     that no such amendment shall deprive a Participant or a Beneficiary of the
     right to his or her then total Account balances including the right to the
     method and timing of distributions hereunder, prior to the date of the
     amendment.

9.2  AMENDMENTS TO ASSURE PROPER CHARACTERIZATION OF PLAN.  Notwithstanding the
     provisions of Section 9.1, the Plan and the Trust agreement may be amended
     by the Employer at any time, retroactively if required, if found necessary,
     in the opinion of the Employer, in order to ensure that the Plan is
     characterized as a top hat plan of deferred compensation maintained for a
     select group of management or highly compensated employees as described
     under ERISA Sections 201(2), 301(a)(3), and 401(a)(1) and to confirm the
     Plan to the provisions and requirements of any applicable law (including
     ERISA and the Code).  No such amendment shall be considered prejudicial to
     any interest of a Participant or a Beneficiary hereunder.

                            ARTICLE X - TERMINATION

10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN.  The Employer reserves the
     right, at any time, to terminate the Plan and/or its obligation to make
     further credits to Plan accounts.  The Employer also reserves the right, at
     any time, to suspend the operation of the Plan for a fixed or indeterminate
     period of time.

10.2 SUSPENSION OF DEFERRALS.  In the event of a suspension of the Plan, the
     Employer shall continue all aspects of the Plan, other than Compensation
     Deferrals credits under Section 3.1, during the period of the suspension,
     in which event payments hereunder will continue to be made during the
     period of the suspension in accordance with Articles V and VI.

10.3 ALLOCATION AND DISTRIBUTION.  This Section shall become operative upon a
     complete termination of the Plan.  The provisions of this Section also
     shall become operative in the event of a partial termination of the Plan,
     as determined by the Employer, but only with respect to that portion of the
     Plan attributable to the Participants to whom the partial termination is
     applicable.  Upon the effective date of any such event, notwithstanding any
     other provision of the Plan, (i) no persons who were not theretofore
     Participants shall be eligible to become Participants, and (ii) the value
     of the interest of all Participants and Beneficiaries shall be determined
     and, after deduction of estimated expenses in liquidating and, if
     applicable, paying Plan benefits, paid to them as soon as it is practicable
     after such termination in accordance with 6.1 as if such Participant had
     terminated employment.

10.4 SUCCESSOR TO EMPLOYER.  Any corporation or other business organization
     that is a successor to the Employer by reason of a consolidation, merger,
     or purchase of substantially all of the assets of the Employer shall have
     the right to become a party to the Plan by adopting the same by resolution
     of the entity's board of directors or other appropriate governing body.

                           ARTICLE XI - MISCELLANEOUS

11.1 LIMITATIONS ON LIABILITY OF EMPLOYER.  Neither the establishment of the
     Plan or any modification thereof, nor the creation of any account under the
     Plan, nor the payment of any benefits under the Plan shall be construed as
     giving to any Participant or other person any legal or equitable right
     against the Employer or any officer or employee thereof, except as provided
     by

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     law or by any Plan provision. The Employer does not in any way guarantee
     any Participant's Account from loss or depreciation, whether caused by poor
     investment performance of a deemed investment or the inability to realize
     upon an investment due to an insolvency affecting an investment vehicle or
     any other reason. In no event shall the Employer, or any successor,
     employee, officer, director or stockholder of the Employer, be liable to
     any person on account of any claim arising by reason of the provisions of
     the Plan or of any instrument or instruments implementing its provisions,
     or for the failure of any Participant, Beneficiary, or other person to be
     entitled to any particular tax consequences with respect to the Plan, or
     any credit or distribution thereunder.

11.2 CONSTRUCTION.  If any provision of the Plan is held to be illegal or void,
     such illegality or invalidity shall not affect the remaining provisions of
     the Plan, but shall be fully severable, and the Plan shall be construed and
     enforced as if said illegal or invalid provision had never been inserted
     herein.  For all purposes of the Plan, where the context admits, the
     singular shall include the plural, and the plural shall include the
     singular.  Headings of Articles and Sections herein are inserted only for
     convenience of reference and are not to be considered in the construction
     of the Plan.  Participation under the Plan will not give any Participant
     the right to be retained in the service of the Employer nor any right or
     claim to any benefit under the Plan unless such right or claim has
     specifically accrued hereunder.

     The Plan is intended to be and at all times shall be interpreted and
     administered so as to qualify as an unfunded deferred compensation plan,
     and no provision of the Plan shall be interpreted so as to give any
     individual any right in any assets of the Employer which right is greater
     than the rights of a general unsecured credit of the Employer.

11.3 ANTI-ALIENATION PROVISION.  No amount payable to a Participant or a
     Beneficiary under the Plan will, except as otherwise specifically provided
     by law, be subject in any manner to anticipation, alienation, attachment,
     garnishment, sale, transfer, assignment (either at law or in equity), levy,
     execution, pledge, encumbrance, charge, or any other legal or equitable
     process, and any attempt to do so will be void; nor will any benefit be in
     any manner liable for or subject to the debts, contracts, liabilities,
     engagements, or torts of the persons entitled thereto.  Further, the
     withholding of taxes from Plan benefit payments; the recovery under the
     Plan of the overpayment of benefits previously made to a Participant or
     Beneficiary; if applicable, the transfer of benefit rights from the Plan to
     another plan; or the direct deposit of benefit payments to an account in a
     banking institution (if not actually part of an arrangement constituting an
     assignment or alienation) shall not be construed as an assignment or
     alienation.

     In the event that any Participant's or Beneficiary's benefits hereunder are
     garnished or attached by order of any court, the Employer may bring an
     action or a declaratory judgment in a court of competent jurisdiction to
     determine the proper recipient of the benefits to be paid under the Plan.
     During the pendency of said action, any benefits that become payable shall
     be held as credits to the Participant's or Beneficiary's Account or, if the
     Employer prefers, paid into the court as they become payable, to be
     distributed by the court to the recipient as the court deems proper at the
     close of said action.

11.4 INDEMNIFICATION.  The Employer shall indemnify the members of the
     Compensation Committee against the reasonable expenses, including
     attorneys' fees, actually and necessary incurred by them in connection with
     the defense of any action, suit or proceeding, or in connection with any
     appeal thereto, to which they or any of them may be a party by reason of
     any action taken or failure to act under or in connection with the Plan and
     against all amounts paid by them in settlement thereof (provided such
     settlement is approved by independent legal counsel selected by the
     Employer) and against all amounts paid by them in satisfaction of a
     judgment in any such action, suit or proceeding, except in relation to
     matters as to which it shall be adjudged in such action, suit or proceeding
     that such Compensation Committee member is liable for fraud, deliberate
     dishonesty or willful misconduct in the performance of his or her duties;
     provided that within 60 days after the institution of any such action, suit
     or proceeding a Compensation

                                       9
<PAGE>

     Committee member has offered in writing to allow the Employer, at its own
     expense, to handle and defend any such action, suit or proceeding.

     IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and its
     seal to be affixed hereto, effective as of November 1, 1999.

ATTEST/WITNESS                             Loomis, Fargo & Co.


 /s/ Carol Thomas                     By:  /s/ Thomas L. Roth
-----------------------------              -------------------------------

Print Name:  Carol Thomas             Print Name: Thomas L. Roth
             ----------------                     ------------------------

                                      Date: September 23, 1999
                                            ------------------------------

                                      10
<PAGE>

                             Appendix A


        1.  Fidelity Advisor Equity Growth Class T Shares

        2.  Fidelity Advisor Equity Income Class T Shares

        3.  Fidelity Advisor Large Cap Class T Shares

        4.  Janus

        5.  American Century Ultra

        6.  Janus Worldwide

        7.  Federated U.S. Government Securities

                                      (i)