CPR SELECT

                       THE CORPORATE PLAN FOR RETIREMENT
                                  SELECT PLAN

                               Adoption Agreement

                                 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 the 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>


                               ADOPTION AGREEMENT
                                   ARTICLE 1

1.01  PLAN INFORMATION

      (a) Name of Plan:

       This is the Jevic transportation, Inc. Supplemental Savings Plan
                   ----------------------------------------------------
       (the "Plan").

       (b) Name of Plan Administrator, if not the Employer:     N/A
                                                               -----

           Address: _____________________________________________________

           Phone Number: ________________________________________________

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

       (c) Three Digit Plan Number: ____________________________________

       (d) Plan Year End (month/day):  December 31
                                     ---------------

       (e) Plan Status (check one):

           (1)  /X/ Effective Date of new Plan: 2/1/98
                                                -------

           (2)  / / Amendment Effective Date: __________________________

                    The original effective date of the Plan: ___________


<PAGE>


1.02   EMPLOYER

       (a)  The Employer is:  Jevic Transportation, Inc.
                              -----------------------------
            Address:          P.O. Box 5157, 600 Creek Road
                              -----------------------------
                              Delanco, NJ 08075
                              -----------------------------
            Contact's Name:   Brian J. Fitzpatrick
                              -----------------------------
            Telephone Number: 609-461-7111
                              -----------------------------

            (1) Employer's Tax Identification Number:  22-237-3402
                                                       -----------
            (2) Business from of Employer (check one):

                (A)  /X/ Corporation

                (B) / / Sole proprietor or partnership

                (C)  / / Subchapter S Corporation

            (3) Employer's fiscal year end: December 31
                                               ------------


       (b)  The term "Employer" includes the following Related employer (s) (as
            defined in Section 2.01(a)(21)):

            N/A
            ---------------------------------------------------

            ---------------------------------------------------

            ---------------------------------------------------

            ---------------------------------------------------

            ---------------------------------------------------

            ---------------------------------------------------


                                       2


1.03 COVERAGE

       (a) Only those Employees listed in Attached 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) / /  Overtime Pay.

       (b) / /  Bonuses.

       (c) / /  Commissions.

       (d) / /  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) /X/  No exclusions.


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.


                                       3

<PAGE>


       (b) /X/ 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 Deferred Contributions during the Plan Year
               (check one):

               (A) / /  50%

               (B) / /  100%

               (C) /X/  25%

               (D) / /  (Tiered Match) ______% of the first _____% of the
                        Participant's Compensation contributed to 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) / /  The percentage declared for the year, if any, by a Board
                        of Directors' resolution.

               (F) / /  Other: ________________________________________

                               ________________________________________

                               ________________________________________

                               ________________________________________


       (2) /X/ Matching Contributions 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) / / Matching Contributions for each Participant for each Plan
                   Year shall be limited to $________________.


  * Less the amount contributed under the company's tax-qualified 401(k) plan


                                       4

<PAGE>


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

           (D) /X/ No requirements.

           Note:   If option(A), (B) or (C) above is selected then 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 (e) 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)  / / age 65.

               (2)  / / age _____ (specify from 55 through 64).

               (3)  / / later of the age _____ (can not 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
               _______ (specify 55 or greater) and complete _______ Years of
               Service for Vesting.


                                       5

<PAGE>


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


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

             (2) / / 100% Vesting immediately

             (3) / / 3 year cliff (see C below)

             (4) / / 5 year cliff (see D below)

             (5) / / 6 year graduated (see E below)

             (6) /X/ 7 year graduated (see f below)

             (7) / / G below

             (8) / /  Other (Attachment "B")


         Years of
       Service for                             Vesting Schedule
         Vesting              C         D         E         E         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):__________________________

                                                      __________________________

                                                      __________________________


                                       6

<PAGE>


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

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

            (2)  / / Early Retirement age (as defined in Section 1.06(a)).

            (3)  / / 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 the 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

       (a) /X/  as a lump sum.

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


                                       7

<PAGE>


  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.


       (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) ____________________________________           ___________

           (2) ____________________________________           ___________

           (3) ____________________________________           ___________

           (4) ____________________________________           ___________

           (1) ____________________________________           ___________

           (6) ____________________________________           ___________

           (7) ____________________________________           ___________

           (8) ____________________________________           ___________

           (9) ____________________________________           ___________

           (10) ___________________________________           ___________

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


                                       8

<PAGE>


           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
       CORPORATE plan for Retirement Select Basis Plan Document.


                                       9

<PAGE>


                                 EXECUTION PAGE
                               (Fidelity's Copy)

IN WITNESS WHEREOF, the employer has executed this Adoption Agreement to be
executed this _____________ day of _____________, 19__.


                              Employer  _____________________________________

                              By        _____________________________________

                              Title     _____________________________________



                              Employer  _____________________________________

                              By        _____________________________________

                              Title     _____________________________________


                                       10

<PAGE>


                                 EXECUTION PAGE
                                (Employer's Copy)

IN WITNESS WHEREOF, the employer has executed this Adoption Agreement to be
executed this 30the day of September, 1997.


                              Employer  Jevic Transportation, Inc.

                              By        /s/
                                        -------------------------------------

                              Title     VP - Administration



                              Employer  Jevic Transportation, Inc.

                              By        /s/
                                        -------------------------------------

                              Title     Director of Financial Reporting


                                       11

<PAGE>


                                 Attachment A

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

      To follow as Determined


                              Employer  _____________________________________

                              By        _____________________________________

                              Title     _____________________________________

                              Date      _____________________________________


                                       12


<PAGE>


                  The CORPORATE Plan 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
    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 BENIFITS 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
9.03 - Termination
9.04 - Distribution Upon Termination of the Plan


                                       2

 <PAGE>


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

                                       3

<PAGE>

                                    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.


<PAGE>


                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 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;

                                        2

<PAGE>

                     (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 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.

                                        3

<PAGE>


           (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).

           (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 thin 12 consecutive months. Fractional periods of a
           year will be expressed in terms of days.

                                        4

<PAGE>

                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 Re emloyment. 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 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.

                                        5

<PAGE>

    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
    l.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. Employer 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.

                                        6

<PAGE>

    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.

         (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.

                                        7

<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 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. Forfeiftures. 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).

                                       8

<PAGE>

    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 withdrawal&. 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.

                                        9

<PAGE>

    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 Amendment. 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

<PAGE>

    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.

    10.05. Information between Emplover and Trustee. The Employer agrees to
    furnish the Trustee, and the Trustee agrees to furnish the Employer with
    such information relating to the Plan and Trust as may be required by the
    other in order to carry out their respective duties hereunder, including
    without limitation information required under the Code or ERISA and any
    regulations issued or forms adopted thereunder.

    10.06. Notices. Any notice or other communication in connection with this
    Plan shall be deemed delivered in writing if addressed as provided below and
    if either actually delivered at said address or, in the case of a letter,
    three business days shall have elapsed after the same shall have been
    deposited in the United States mails, first-class postage prepaid and
    registered or certified:

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

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

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

    10.07. Governing Lay. 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;

                                       11

<PAGE>

         (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 Procedure.

         (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 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

                                       12

<PAGE>

         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 pro rata basis or in
    such other reasonable manner as may be directed by the Employer.

                                       13