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                                                                     EXHIBIT 4.1


                  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.



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                                   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
   3.03 - Cessation or Resumption of Participation Following a Change in Status

ARTICLE 4
   CONTRIBUTIONS

   4.01 - Deferral Contributions
   4.02 - Matching Contributions
   4.03 - Time of Making Employer Contributions

ARTICLE 5
   PARTICIPANTS' ACCOUNTS

   5.01 - Individual Accounts

ARTICLE 6
   INVESTMENT OF CONTRIBUTIONS

   6.01 - Manner of Investment
   6.02 - Investment Decisions

ARTICLE 7
   RIGHT TO BENEFITS

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

ARTICLE 8
   DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

   8.01 - Distribution of Benefits to Participants and Beneficiaries
   8.02 - Determination of Method of Distribution
   8.03 - Notice to Trustee
   8.04 - Time of Distribution

ARTICLE 9
   AMENDMENT AND TERMINATION



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   9.01 - Amendment by Employer
   9.02 - Retroactive Amendments
   9.03 - Termination
   9.04 - Distribution Upon Termination of the Plan

ARTICLE 10
   MISCELLANEOUS

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

ARTICLE 11
   PLAN ADMINISTRATION

   11.01 - Powers and Responsibilities of the Administrator
   11.02 - Nondiscriminatory Exercise of Authority
   11.03 - Claims and Review Procedures
   11.04 - Cost of Administration



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                                    PREAMBLE


IT IS THE INTENTION OF THE EMPLOYER TO ESTABLISH HEREIN AN UNFUNDED PLAN
MAINTAINED SOLELY FOR THE PURPOSE OF PROVIDING DEFERRED COMPENSATION FOR A
SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES FOR PURPOSES OF TITLE
I OF ERISA.


ARTICLE 1. ADOPTION AGREEMENT.


ARTICLE 2. DEFINITIONS.


2.01. DEFINITIONS.

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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



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                                periods on any reasonable basis consistently
                                applied with respect to similarly situated
                                Employees; and

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

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

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

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

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

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

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

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

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

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



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                (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 Employer (the elapsed time method
                to compute vesting service), subject to any exclusions elected
                by the Employer in Section 1.07(b). An Employee will receive
                credit for the aggregate of all time period(s) commencing with
                the Employee's Employment Commencement Date and ending on the
                date a break in service begins, unless any such years are
                excluded by Section 1.07(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.



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

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


ARTICLE 3. PARTICIPATION.

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

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

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



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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 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 as though invested and reinvested only in eligible investments
selected by the Employer in Section 1.11(b).

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

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



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


ARTICLE 7. RIGHT TO BENEFITS.

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

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

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

        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.



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

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



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

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


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.



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ARTICLE 9. AMENDMENT AND TERMINATION.

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

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

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

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.



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<PAGE>   14

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 mail, first-class postage prepaid and registered or certified:

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

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

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

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



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<PAGE>   15

ARTICLE 11. PLAN ADMINISTRATION.

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

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

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

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

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

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

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

        (g) To authorize the payment of benefits;

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

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

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

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

11.03. CLAIMS AND REVIEW PROCEDURES.

        (a) Claims Procedure. If any person believes he is being denied any
        rights or benefits under the Plan, such person may file a claim in
        writing with the Administrator. If any such claim is wholly or partially
        denied, the Administrator will notify such person of its decision in
        writing. Such notification will contain (i) specific reasons for the
        denial, (ii) specific reference to pertinent Plan provisions, (iii) a
        description of any additional material or information necessary for such
        person to perfect such claim and an explanation of why such material or
        information is necessary, and (iv) information as to the steps to be
        taken if the person wishes to submit a request for review. 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.



                                       12
<PAGE>   16

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


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



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