**Exhibit10.42**

**The CORPORATE*plan forRetirement******SM***

**EXECUTIVE P****LAN**

**BASICPLAN DOCUMENT**

**IMPORTANTNOTE**

**This document has not been approved by the Departmentof Labor, the Internal Revenue Service or any other governmental entity.  An Adopting Employer must determine whetherthe plan is subject to the Federal securities laws and the securities laws ofthe various states.  An Adopting Employermay not rely on this document to ensure any particular tax consequences or toensure that the Plan is “unfunded and maintained primarily for the purpose ofproviding deferred compensation to a select group of management or highlycompensated employees” under the Employee Retirement Income Security Act withrespect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannotand do not provide legal or tax advice in connection with this document.  This document does not constitute legal ortax advice and is not intended or written to be used, and it cannot be used byany taxpayer, for the purposes of avoiding penalties that may be imposed on thetaxpayer.  This document should bereviewed by the Employer’s attorney prior to adoption.**

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**CORPORATEplanfor Retirement EXECUTIVEBASIC PLAN DOCUMENT**

ARTICLE 1  ADOPTION AGREEMENT

ARTICLE 2  DEFINITIONS

  2.01 -Definitions

ARTICLE 3  PARTICIPATION

  3.01 - Dateof Participation  3.02 - Resumption of Participation Following Re employment  3.03 - Cessation or Resumption of Participation Following a Changein Status

ARTICLE 4  CONTRIBUTIONS

  4.01 -Deferral Contributions  4.02 - Matching Contributions  4.03 - Employer Contributions  4.04 - Time of Making Contributions

ARTICLE 5  PARTICIPANTS’ ACCOUNTS

  5.01 -Individual Accounts

ARTICLE 6  INVESTMENT OF CONTRIBUTIONS

  6.01 - Mannerof Investment  6.02 - Investment Decisions

ARTICLE 7  RIGHT TO BENEFITS

  7.01 - Normalor Early Retirement  7.02 - Death  7.03 - Other Termination of Employment  7.04 - Separate Account  7.05 - Forfeitures  7.06 - Adjustment for Investment Experience  7.07 - Unforeseeable Emergency Withdrawals  7.08 - Change in Control

ARTICLE 8  DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

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

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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

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

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**PREAMBLE**

**It isthe intention of the Employer to establish herein an unfunded plan maintainedsolely for the purpose of providing deferred compensation for a select group ofmanagement or highly compensated employees as provided in ERISA.**

**Article1.  Adoption Agreement.**

**Article2.  Definitions.**

**2.01.  Definitions.**

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

(1)  “Account” means an account establishedon the books of the Employer for the purpose of recording amounts credited onbehalf of a Participant and any income, expenses, gains or losses includedthereon.

(2)  “Administrator” means the Employeradopting this Plan, or other person designated by the Employer in Section1.01(b).

(3)  “Adoption Agreement” means Article 1,under which the Employer establishes and adopts or amends the Plan anddesignates the optional provisions selected by the Employer.  The provisions of the Adoption Agreementshall be an integral part of the Plan.

(4)  “Beneficiary” means the person orpersons entitled under Section 7.02 to receive benefits under the Plan upon thedeath of a Participant.

(5)  “Bonus” means any performance-basedCompensation based on services performed for the Employer over a period of atleast 12 months.

(6)  “Change of Control” means a change inthe ownership or effective control of the Employer, or a substantial portion ofthe Employer’s assets as defined in the regulations under Code Section 409A.

(7)  “Code” means the Internal Revenue Codeof 1986, as amended from time to time.

(8)  “Compensation” means for purposes ofArticle 4 (Contributions) wages as defined in Section 3401(a) of the Code andall other payments of compensation to an employee by the Employer (in thecourse of the Employer’s trade or business) for which the Employer is requiredto furnish the employee a written statement under Section 6041(d) and6051(a)(3) of the Code, excluding any items elected by the Employer in Section1.04, reimbursements or other expense allowances, fringe benefits (cash andnon-cash), moving expenses, deferred compensation and welfare benefits, butincluding amounts that are not includable in the gross income of theParticipant under a salary reduction agreement by reason of the application ofSections 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code.  Compensation shall be determined withoutregard to any rules under Section 3401(a) of the Code that limit theremuneration included in wages based on the nature or location of theemployment or the services performed (such as the exception for agriculturallabor in Section 3401(a)(2) of the Code).

Compensation shall also include amounts deferredpursuant to an election under Section 4.01.

In the case of any Self-Employed Individual or anOwner-Employee, Compensation means the Self-Employed Individual’s EarnedIncome.

(9)  “Earned Income” means the net earningsof a Self-Employed Individual derived from the trade or business with respectto which the Plan is established and for which the personal services of suchindividual are a material income-providing factor, excluding any items notincluded in gross income and the deductions allocated to such items, exceptthat for taxable years beginning after December 31, 1989 net earnings shall bedetermined

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with regard to the deduction allowed under Section164(f) of the Code, to the extent applicable to the Employer.  Net earnings shall be reduced bycontributions of the Employer to any qualified plan, to the extent a deductionis allowed to the Employer for such contributions under Section 404 of the Code.

(10)  “Employee” means any employee of theEmployer, Self-Employed Individual or Owner-Employee.

(11)  “Employer” means the employer named inSection 1.02(a) and any Related Employers designated in Section 1.02(b).

(12)  “Employment Commencement Date” meansthe date on which the Employee first performs an Hour of Service.

(13)  “Entry Date” means the date(s)designated in Section 1.03(b).

(14)  “ERISA” means the Employee RetirementIncome Security Act of 1974, as from time to time amended.

(15)  “Fund Share” means the share, unit, orother evidence of ownership in a Permissible Investment.

(16)  “Hour of Service” means, with respectto any Employee,

(A)  Eachhour for which the Employee is directly or indirectly paid, or entitled topayment, 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 inwhich the duties were performed;

(B)  Eachhour for which the Employee is directly or indirectly paid, or entitled topayment, by the Employer or Related Employer (including payments made or duefrom a trust fund or insurer to which the Employer contributes or payspremiums) on account of a period of time during which no duties are performed(irrespective of whether the employ-ment relationship has terminated) due tovacation, holiday, illness, incapacity, disability, layoff, jury duty, militaryduty, or leave of absence, each such hour to be credited to the Employee forthe Eligibility Computation Period in which such period of time occurs, subjectto the following rules:

(i)  Nomore than 501 Hours of Service shall be credited under this paragraph (B) onaccount of any single continuous period during which the Employee performs noduties;

(ii)  Hoursof Service shall not be credited under this paragraph (B) for a payment whichsolely reimburses the Employee for medically-related expenses, or which is madeor due under a plan maintained solely for the purpose of complying withapplicable workmen’s compensation, unemployment compensation or disabilityinsurance laws; and

(iii)  Ifthe period during which the Employee performs no duties falls within two ormore computation periods and if the payment made on account of such period isnot calculated on the basis of units of time, the Hours of Service creditedwith respect to such period shall be allocated between not more than the firsttwo such computation periods on any reasonable basis consistently applied withrespect to similarly situated Employees; and

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

For purposes ofdetermining Hours of Service, Employees of the Employer and of all RelatedEmployers 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 ofSection 2530.200b-2(b) of the Department of Labor regulations, which areincorporated herein by reference.

Solely for purposes ofdetermining whether a break in service for participation purposes has occurredin a computation period, an individual who is absent from work for maternity orpaternity reasons shall receive credit for the hours of service which wouldotherwise been credited to such individual but for such absence, or in any casein which such hours cannot be determined, 8 hours of service per day of suchabsence.  For purposes of this paragraph,an absence from work for maternity reasons means an absence (1) by reason ofthe pregnancy of the individual, (2) by reason of a birth of a child of theindividual, (3) by reason of the placement of a child with the individual inconnection with the adoption

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of such child by such individual, or (4) for purposesof caring for such child for a period beginning immediately following suchbirth or placement.  The hours of servicecredited under this paragraph shall be credited (1) in the computation periodin which the absence begins if the crediting is necessary to prevent a break inservice in that period, or (2) in all other cases, in the following computationperiod.

(17)  “KeyEmployee” means a Participant who is key employee pursuant to Code Section416(i), without regard to paragraph (5) thereof.  A Participant will not be considered a KeyEmployee unless the Employer is a corporation which has any of its stockpublicly traded according to Code Section 409A and regulations thereunder.

(18) “Normal Retirement Age” means the normalretirement age specified in Section 1.07(f) of the Adoption Agreement.

(19)  “Owner-Employee”means, if the Employer is a sole proprietorship, the individual who is the soleproprietor, or, if the Employer is a partnership, a partner who owns more than10 percent of either the capital interest or the profits interest of thepartnership.

(20)  “Participant”means any Employee who participates in the Plan in accordance with Article 3hereof.

(21)  “PermissibleInvestment” means the investments specified by the Employer as available forinvestment of assets of the Trust and agreed to by the Trustee. The PermissibleInvestments under the Plan shall be listed in the Service Agreement.

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

(23)  “Plan Year”means the 12-consecutive-month period designated by the Employer in Section1.01(c).

(24)  “RelatedEmployer” 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 ofcorporations (as defined in Section 414(b) of the Code) or an affiliatedservice group (as defined in Section 414(m)), or are trades or businesses(whether or not incorporated) which are under common control (as defined inSection 414(c)), or such other employer is required to be aggregated with theEmployer pursuant to regulations issued under Section 414(o).

(25) “Self-EmployedIndividual” means an individual who has Earned Income for the taxable year fromthe Employer or who would have had Earned Income but for the fact that thetrade or business had no net profits for the taxable year.

(26)  “ServiceAgreement” means the agreement between the Employer and Trustee regarding thearrangement between the parties for recordkeeping services with respect to thePlan.

(27)  “Trust” means the trust created by theEmployer.

(28)  “TrustAgreement” means the agreement between the Employer and the Trustee, as setforth in a separate agreement, under which assets are held, administered, andmanaged subject to the claims of the Employer’s creditors in the event of theEmployer’s insolvency, until paid to Plan Participants and their Beneficiariesas specified in the Plan.

(29)  “TrustFund” means the property held in the Trust by the Trustee.

(30)  “Trustee”means the corporation or individual(s) appointed by the Employer to administerthe Trust in accordance with the Trust Agreement.

(31) “Years of Service for Vesting” means, withrespect to any Employee, the number of whole years of his periods of servicewith the Employer or a Related Employer (the elapsed time method to computevesting service), subject to any exclusions elected by the Employer in Section1.07(c).  An Employee will receive creditfor the aggregate of all time period(s) commencing with the Employee’sEmployment Commencement Date and ending on the date a break in service begins,unless any such years are excluded by Section 1.07(c).  An Employee will also receive credit for anyperiod of severance of less than 12 consecutive months.  Fractional periods of a year will beexpressed in terms of days.

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

  In the case ofa Participant who does not have 5 consecutive 1-year breaks in service, boththe pre-break and post-break service will count in vesting both the pre-breakand post-break employer-derived account balance.

  A break inservice is a period of severance of at least 12 consecutive months.  Period of severance is a continuous period oftime during which the Employee is not employed by the Employer.  Such period begins on the date the Employeeretires, quits or is discharged, or if earlier, the 12-month anniversary of thedate on which the Employee was otherwise first absent from service.

  In the case ofan individual who is absent from work for maternity or paternity reasons, the12-consecutive month period beginning on the first anniversary of the firstdate of such absence shall not constitute a break in service.  For purposes of this paragraph, an absencefrom work for maternity or paternity reasons means an absence (1) by reason ofthe pregnancy of the individual, (2) by reason of the birth of a child of theindividual, (3) by reason of the placement of a child with the individual inconnection with the adoption of such child by such individual, or (4) forpurposes of caring for such child for a period beginning immediately followingsuch birth or placement.

  If the Planmaintained by the Employer is the plan of a predecessor employer, an Employee’sYears of Service for Vesting shall include years of service with suchpredecessor employer.  In any case inwhich the Plan maintained by the Employer is not the plan maintained by apredecessor employer, service for such predecessor shall be treated as servicefor the Employer to the extent provided in Section 1.08.

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

**Article3.  Participation.**

**3.01.  Date of Participation. **An eligible Employee (asset forth in Section 1.03(a)) who has filed an election pursuant to Section4.01 will become a Participant in the Plan on the first Entry Date coincidentwith or following the date on which such election would otherwise becomeeffective, as determined under Section4.01.

**3.02.  Resumption of Participation FollowingReemployment.**  If aParticipant ceases to be an Employee and thereafter returns to the employ ofthe Employer he will again become a Participant as of an Entry Date followingthe date on which he completes an Hour of Service for the Employer followinghis re employment, if he is an eligible Employee as defined in Section 1.03(a),and has filed an election pursuant to Section 4.01.

**3.03.  Cessation or Resumption of ParticipationFollowing a Change in Status.**  If any Participant continues in the employ ofthe Employer or Related Employer but ceases to be an eligible Employee asdefined in Section 1.03(a), the individual shall continue to be a Participantuntil the entire amount of his benefit is distributed; however, the individualshall not be entitled to make Deferral Contributions or receive an allocationof Matching or Employer Contributions during the period that he is not aneligible Employee.  Such Participantshall continue to receive credit for service completed during the period forpurposes of determining his vested interest in his Accounts.  In the event that the individual subsequentlyagain becomes an eligible Employee, the individual shall resume fullparticipation in accordance with Section 3.01.

**Article4.  Contributions.**

**4.01.Deferral Contributions. **EachParticipant may elect to execute a salary reduction agreement with the Employerto reduce his Compensation by a specified percentage, not exceeding thepercentage set forth in Section 1.05(a) and equal to a whole number multiple ofone (1) percent, per payroll period, subject to any election regarding Bonuses,as set out in Subsection 1.05(a)(2). Such agreement shall become effective on the first day of the period asset forth in the Participant’s election.  The election will be effective to deferCompensation relating to all services performed in a calendar year subsequentto the filing of such an election, subject to any election regarding Bonuses,as set out in Subsection 1.05(a)(2).  Anelection once made will remain in effect until a new election is made;provided, however that such an election choosing a distribution date pursuantto 1.06(b)(1)(B) will only be effective for the Plan Year indicated.  A new election will be effective as of thefirst day of the following calendar year and will apply only to Compensationpayable with respect to services rendered after such date, except that aseparate election made pursuant to

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Section 1.05(a)(2) willbe effective immediately if made no later than 6 months before the end of theperiod during which the services on which the Bonus is based areperformed.  If the Employer has selected1.05(a)(2), no amount will be deducted from Bonuses unless the Participant hasmade a separate election.  Amountscredited to a Participant’s account prior to the effective date of any newelection will not be affected and will be paid in accordance with that priorelection.  The Employer shall credit anamount to the account maintained on behalf of the Participant corresponding tothe amount of said reduction.  Under nocircumstances may a salary reduction agreement be adopted retroactively. To theextent permitted in regulations under Code Section 409A, a Participant mayrevoke a salary reduction agreement for a calendar year during that year,provided, however, that such revocation shall apply only to Compensation notyet earned.  In that event, theParticipant shall be precluded from electing to defer future Compensationhereunder during the calendar year to which the revocation applies.  Notwithstanding the above, in the calendaryear in which the Plan first becomes effective or in the year in which theParticipant first becomes eligible to participate, an election to defercompensation may be made within 30 days after the Participant is first eligibleor the Plan is first effective, which election shall be effective with respectto Compensation payable with respect to services rendered after the date of theelection.

**4.02.  Matching Contributions.**  If so provided by the Employer in Section1.05(b), the Employer shall make a “Matching Contribution” to be credited tothe account maintained on behalf of each Participant who had “DeferralContributions” pursuant to Section 4.01 made on his behalf during the year andwho meets the requirement, if any, of Section 1.05(b)(3).  The amount of the “Matching Contribution”shall be determined in accordance with Section 1.05(b).

**4.03.  Employer Contributions.  **If so provided by theEmployer in Section 1.05(c)(1), the Employer shall make an “EmployerContribution” to be credited to the account maintained on behalf of eachParticipant who meets the requirement, if any, of Section 1.05(c)(3) in theamount required by Section 1.05(c)(1). If so provided by the Employer in Section 1.05(c)(2), the Employer maymake an “Employer Contribution” to be credited to the account maintained onbehalf of any Participant in such an amount as the Employer, in its solediscretion, shall determine.  In making “EmployerContributions” pursuant to Section 1.05(c)(2), the Employer shall not berequired to treat all Participants in the same manner in determining suchcontributions and may determine the “Employer Contribution” of any Participantto be zero.

**4.04.  Time of Making Contributions.**  The Employer shall remit contributions deemedmade hereunder to the Trust as soon as practicable after such contributions aredeemed made under the terms of the Plan.

**Article5.  Participants’ Accounts.**

**5.01.  Individual Accounts.**  The Administrator will establish and maintainan Account for each Participant, which will reflect Matching, Employer andDeferral Contributions credited to the Account on behalf of the Participant andearnings, expenses, gains and losses credited thereto, and deemed investmentsmade with amounts in the Participant’s Account. The Administrator will establish and maintain such other accounts andrecords as it decides in its discretion to be reasonably required orappropriate in order to discharge its duties under the Plan.  Participants will be furnished statements oftheir Account values at least once each Plan Year.  The Administrator shall provide the Trusteewith information on the amount credited to the separate account of eachParticipant maintained by the Administrator in its records.

**Article6.  Investment of Contributions.**

**6.01.  Manner of Investment.**  All amounts credited to the Accounts ofParticipants shall be treated as though invested and reinvested only ineligible investments selected by the Employer in the Service Agreement.

**6.02.  Investment Decisions.**Investmentsin which the Accounts of Participants shall be treated as invested andreinvested 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 anddistributions of any nature that would be earned in respect of Fund Shares inwhich the Account is treated as investing shall be credited to the Account asthough reinvested in additional shares of that Permissible Investment.

(b)  Expenses that would be attributable tothe acquisition of investments shall be charged to the Account of theParticipant for which such investment is treated as having been made.

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**Article7.  Right to Benefits.**

**7.01.  Normal or Early Retirement.**  If provided by the Employer in Section1.07(e), each Participant who attains his Normal Retirement Age or EarlyRetirement Age will have a nonforfeitable interest in his Account in accordancewith the vesting schedule(s) elected in Section 1.07.  If a Participant retires on or afterattainment of Normal or Early Retirement Age, such retirement is referred to asa normal retirement.  On or after hisnormal retirement, the balance of the Participant’s Account, plus any amountsthereafter credited to his Account, subject to the provisions of Section 7.06,will be distributed to him in accordance with Article 8.

 If provided by the Employer in Section 1.07, aParticipant who separates from service before satisfying the age requirementsfor early retirement, but has satisfied the service requirement will beentitled to the distribution of his Account, subject to the provisions ofSection 7.06, in accordance with Article 8, upon satisfaction of such agerequirement.

**7.02.  Death**.  If a Participant dies before the distributionof his Account has commenced, or before such distribution has been completed,his Account shall become vested in accordance with the vesting schedule(s)elected in Section 1.07 and his designated Beneficiary or Beneficiaries will beentitled to receive the balance or remaining balance of his Account, plus anyamounts thereafter credited to his Account, subject to the provisions ofSection 7.06.  Distribution to theBeneficiary or Beneficiaries will be made in accordance with Article 8.  A distribution to a beneficiary of a KeyEmployee is not considered to be a distribution to a Key Employee for purposesof Sections 1.06 and 7.08.

 A Participant may designate a Beneficiary orBeneficiaries, or change any prior designation of Beneficiary or Beneficiaries,by giving notice to the Administrator on a form designated by theAdministrator.  If more than one personis designated as the Beneficiary, their respective interests shall be asindicated on the designation form.

 A copy of the death certificate or othersufficient documentation must be filed with and approved by theAdministrator.  If upon the death of theParticipant there is, in the opinion of the Administrator, no designatedBeneficiary for part or all of the Participant’s Account, such amount will bepaid to his surviving spouse or, if none, to his estate (such spouse or estateshall be deemed to be the Beneficiary for purposes of the Plan).  If a Beneficiary dies after benefits to suchBeneficiary have commenced, but before they have been completed, and, in theopinion of the Administrator, no person has been designated to receive suchremaining benefits, then such benefits shall be paid to the deceasedBeneficiary’s estate.

**7.03.  Other Termination of Employment.**  If provided by the Employer in Section 1.07,if a Participant terminates his employment for any reason other than death ornormal retirement, he will be entitled to a termination benefit equal to (i)the vested percentage(s) of the value of the Matching and EmployerContributions 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 DeferralContributions to his Account as adjusted for income, expense, gain orloss.  The amount payable under thisSection 7.03 will be subject to the provisions of Section 7.06 and will bedistributed in accordance with Article 8. For purposes of the Plan, a termination of employment is a separationfrom service as defined pursuant to Code Section 409A and regulationsthereunder.

**7.04.  Separate Account.**  If a distribution from a Participant’sAccount has been made to him at a time when he has a nonforfeitable right toless than 100 percent of his Account, the vesting schedule in Section 1.07 willthereafter apply only to amounts in his Account attributable to Matching andEmployer Contributions allocated after such distribution.  The balance of his Account immediately aftersuch distribution will be transferred to a separate account that will bemaintained for the purpose of determining his interest therein according to thefollowing provisions.

 At any relevant time prior to a forfeiture ofany portion thereof under Section 7.05, a Participant’s nonforfeitable interestin his Account held in a separate account described in the preceding paragraphwill be equal to P(AB + (RxD))-(RxD), where P is the nonforfeitable percentageat the relevant time determined under Section 7.05; AB is the account balanceof the separate account at the relevant time; D is the amount of thedistribution; and R is the ratio of the account balance at the relevant time tothe account balance after distribution. Following a forfeiture of any portion of such separate account underSection 7.05 below, any balance in the Participant’s separate account willremain fully vested and nonforfeitable.

**7.05.  Forfeitures.**  If a Participant terminates his employment,any portion of his Account (including any amounts credited after histermination of employment) not payable to him under Section 7.03 will beforfeited by him.

**7.06.  Adjustment for Investment Experience.**  If any distribution under this Article 7 isnot made in a single payment, the amount remaining in the Account after thedistribution will be subject to adjustment until distributed to reflect theincome and gain or loss on the investments in which such amount is treated asinvested and any expenses properly charged under the Plan to such amounts.

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**7.07.Unforeseeable Emergency Withdrawals.**  Subject to the provisions of Article 8, aParticipant shall not be permitted to withdraw his Account (and earningsthereon) prior to retirement or termination of employment, except that, to theextent permitted under Section 1.09, a Participant may apply to the Administratorto withdraw some or all of his Account if such withdrawal is made on account ofan unforeseeable emergency as determined by the Administrator in accordancewith the requirements of and subject to the limitations provided within CodeSection 409A and regulations thereunder.

**7.08.Change in Control Distributions**.  If the Employer has elected to apply Section1.06(c), then, upon a Change in Control, notwithstanding any other provision ofthe Plan to the contrary, all Participants shall have a nonforfeitable right toreceive the entire amount of their account balances under the Plan.  All distributions due to a Change in Controlshall be paid out to Participants as soon as administratively practicable,except that any such distribution to a Key Employee who has terminatedemployment pursuant to Section 7.03 shall not be earlier than the 1st day ofthe seventh month following that Key Employee’s termination of employment.

**Article8.  Distribution of Benefits.**

**8.01.  Form of Distribution of Benefits toParticipants and Beneficiaries.**  The Plan provides for distribution as a lumpsum to be paid in cash on the date specified by the Employer in Section 1.06pursuant to the method provided in Section 8.02.  If elected by the Employer in Section 1.10and specified in the Participant’s deferral election, the distribution will bepaid through a systematic withdrawal plan (installments) for a time period notexceeding 10 years beginning on the date specified by the Employer in Section1.06.

**8.02.****Events Requiring Distribution of Benefitsto Participants and Beneficiaries.**

(a) If elected by theEmployer in Section 1.06(a), the Participant will receive a distribution uponthe earliest of the events specified by the Employer in Section 1.06(a),subject to the provisions of Section 7.08, and at the time indicated in Section1.06(a)(2).  If the Participant diesbefore any event in Section 1.06(a) occurs, the Participant shall be consideredto have terminated employment and the Participant’s benefit will be paid to theParticipant’s Beneficiary in the same form and at the same time as it wouldhave been paid to the Participant pursuant to this Article 8.

(b) If elected by theEmployer in Section 1.06(b), the Participant will receive a distribution of allamounts not deferred pursuant to Section 1.06(b)(1)(B) (and earningsattributable to those amounts) upon termination of employment, subject to thedelay applicable to Key Employees described therein, as applicable.  If elected by the Employer in Section1.06(b)(1)(B), the Participant shall have the election to receive distributionsof amounts deferred pursuant to Section 4.01 (and earnings attributable tothose amounts) after a date specified by the Participant in his deferralelection which is at least 12 months after the first day of the calendar yearin which such amounts would be earned. Amounts distributed to the Participant pursuant to Section 1.06(b) shallbe distributed at the time indicated in Section 1.06(b)(2).   Subject to the provisions of Section 7.08,the Participant shall receive a distribution in the form provided in Section8.01.  If the Participant dies before anyevent in Section 1.06(a) occurs, the Participant shall be considered to haveterminated employment and the Participant’s benefit will be paid to theParticipant’s Beneficiary in the same form and at the same time as it wouldhave been paid to the Participant pursuant to this Article 8.  However, if the Participant dies before thedate specified by the Participant in an election pursuant to Section1.06(b)(1)(B), then the Participant’s benefit shall be paid to the Participant’sBeneficiary in the form provided in Section 8.01 as if the Participant hadelected to be paid at termination of employment.

**8.03.  Determination of Method of Distribution.**  The Participant will determine the method ofdistribution of benefits to himself and his Beneficiary, subject to theprovisions of Section 8.02.  Suchdetermination will be made at the time the Participant makes a deferralelection.  A Participant’s electioncannot be altered, except, if elected by the Employer in Section 1.10(b), ifthe Participant’s balance falls below the level described in regulations underCode Section 409A, the Participant’s benefit payable due to termination ofemployment will be distributed in a lump sum rather than installments.

(a) When Section 1.06(a) has been elected by theEmployer.   The distribution periodspecified in a Participant’s first deferral election specifying distributionunder a systematic withdrawal plan shall apply to all subsequent elections ofdistributions under a systematic withdrawal plan made by the Participant.  Once a Participant has made an election forthe method of distribution, that election shall be effective for allcontributions made on behalf of the Participant attributable to any Plan Yearafter that election was made and before the Plan Year for which that electionhas been altered in the manner prescribed by the Administrator.  If the Participant does not designate in themanner prescribed by the Administrator the method of distribution, such methodof distribution shall be a lump sum at termination of employment.

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(b)  When Section 1.06(b) hasbeen elected by the Employer.  Thedistribution period for distributions under a systematic withdrawal plan shallbe specified in each Participant’s contribution election selecting paymentsunder a systematic withdrawal plan.  Ifthe Participant does not designate in the manner prescribed by theAdministrator the method of distribution, such method of distribution for allsuch contributions shall be a lump sum at termination of employment.

**8.04.  Notice to Trustee.**  The Administrator will notify the Trustee,pursuant to the method stated in the Trust Agreement for providing direction,whenever any Participant or Beneficiary is entitled to receive benefits underthe Plan.  The Administrator’s noticeshall indicate the form, amount and frequency of benefits that such Participantor Beneficiary shall receive.

**8.05.  Time of Distribution.**  In no event will distribution to aParticipant be made later than the date specified by the Participant in hissalary reduction agreement. All distributions will be made as soon asadministratively feasible following the distribution date specified in Section1.06 or Section 7.08, if applicable.

**Article9.  Amendment and Termination.**

**9.01  Amendment by Employer.**  The Employer reserves the authority to amendthe Plan by filing with the Trustee an amended Adoption Agreement, executed bythe Employer only, on which said Employer has indicated a change or changes inprovisions previously elected by it. Such changes are to be effective on the effective date of such amendedAdoption Agreement.  Any such change notwithstanding,no Participant’s Account shall be reduced by such change below the amount towhich the Participant would have been entitled if he had voluntarily left theemploy of the Employer immediately prior to the date of the change.  The Employer may from time to time make anyamendment to the Plan that may be necessary to satisfy the Code or ERISA.  The Employer’s board of directors or otherindividual specified in the resolution adopting this Plan shall act on behalfof the Employer for purposes of this Section 9.01.

**9.02  Retroactive Amendments.**  An amendment made by the Employer inaccordance with Section 9.01 may be made effective on a date prior to the firstday of the Plan Year in which it is adopted if such amendment is necessary orappropriate to enable the Plan and Trust to satisfy the applicable requirementsof the Code or ERISA or to conform the Plan to any change in federal law or toany regulations or ruling thereunder. Any retroactive amendment by the Employer shall be subject to theprovisions of Section 9.01.

**9.03.  Termination.**  The Employer has adopted the Plan with theintention and expectation that contributions will be continuedindefinitely.  However, said Employer hasno obligation or liability whatsoever to maintain the Plan for any length oftime and may discontinue contributions under the Plan or terminate the Plan atany time by written notice delivered to the Trustee without any liabilityhereunder for any such discontinuance or termination.

**9.04.  Distribution upon Termination of the Plan.**  Upon termination of the Plan, no furtherDeferral, Employer or Matching Contributions shall be made under the Plan, butAccounts of Participants maintained under the Plan at the time of terminationshall continue to be governed by the terms of the Plan until paid out inaccordance with the terms of the Plan.

**Article10.  Miscellaneous.**

**10.01.  Communication to Participants.**  The Plan will be communicated to allParticipants by the Employer promptly after the Plan is adopted.

**1002.  Limitation of Rights.**  Neither the establishment of the Plan and theTrust, nor any amendment thereof, nor the creation of any fund or account, northe payment of any benefits, will be construed as giving to any Participant orother person any legal or equitable right against the Employer, Administratoror Trustee, except as provided herein; and in no event will the terms ofemployment or service of any Participant be modified or in any way affectedhereby.

**10.03.  Nonalienability of Benefits.**  The benefits provided hereunder will not besubject to alienation, assignment, garnishment, attachment, execution or levyof any kind, either voluntarily or involuntarily, and any attempt to cause suchbenefits to be so subjected will not be recognized, except to such extent asmay be required by law.

**1004.  Facility of Payment.**  In the event the Administrator determines, onthe basis of medical reports or other evidence satisfactory to theAdministrator, that the recipient of any benefit payments under the Plan isincapable of handling his affairs by reason of minority, illness, infirmity orother incapacity, the Administrator may disburse such payments, or direct theTrustee to disburse such payments, as applicable, to a person or institutiondesignated by a court

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which hasjurisdiction over such recipient or a person or institution otherwise havingthe legal authority under State law for the care and control of suchrecipient.  The receipt by such person orinstitution of any such payments shall be complete acquittance therefore, andany such payment to the extent thereof, shall discharge the liability of theTrust for the payment of benefits hereunder to such recipient.

**10.05.  Information between Employer and Trustee.**  The Employer agrees to furnish the Trustee,and the Trustee agrees to furnish the Employer with such information relatingto the Plan and Trust as may be required by the other in order to carry outtheir respective duties hereunder, including without limitation informationrequired under the Code or ERISA and any regulations issued or forms adoptedthereunder.

**10.06.  Notices.**  Any notice or other communication inconnection with this Plan shall be deemed delivered in writing if addressed asprovided below and if either actually delivered at said address or, in the caseof a letter, three business days shall have elapsed after the same shall havebeen deposited in the United States mails, first-class postage prepaid andregistered or certified:

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

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

or, in each caseat such other address as the addressee shall have specified by written noticedelivered in accordance with the foregoing to the addressor’s then effectivenotice address.

**10.07.  Governing Law.**  The Plan and the accompanying AdoptionAgreement will be construed, administered and enforced according to ERISA, andto the extent not preempted thereby, the laws of the Commonwealth ofMassachusetts, without regard to its conflicts of law principles.

**Article11.  Plan Administration.**

**11.01.  Powers and responsibilities of theAdministrator.**  TheAdministrator has the full power and the full responsibility to administer thePlan in all of its details, subject, however, to the applicable requirements ofERISA.  The Administrator’s powers andresponsibilities include, but are not limited to, the following:

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

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

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

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

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

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

(g) To authorize the payment of benefits;

(h) To comply with any applicable reporting anddisclosure requirements of Part 1 of Subtitle B of Title I of ERISA;

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

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

**11.02.  Nondiscriminatory Exercise of Authority.**  Whenever, in the administration of the Plan,any discretionary action by the Administrator is required, the Administratorshall exercise its authority in a nondiscriminatory manner so that all personssimilarly situated will receive substantially the same treatment.

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**11.03.  Claims and Review Procedures.**

(a) Claims Procedure.  If any person believes he is being denied anyrights or benefits under the Plan, such person may file a claim in writing withthe Administrator.  If any such claim iswholly or partially denied, the Administrator will notify such person of itsdecision in writing.  Such notificationwill contain (i) specific reasons for the denial, (ii) specific reference topertinent Plan provisions, (iii) a description of any additional material orinformation necessary for such person to perfect such claim and an explanationof why such material or information is necessary, and (iv) information as tothe steps to be taken if the person wishes to submit a request for review,including a statement of the such person’s right to bring a civil action underSection 502(a) of ERISA following as adverse determination upon review.  Such notification will be given within 90days after the claim is received by the Administrator (or within 180 days, ifspecial circumstances require an extension of time for processing the claim,and if written notice of such extension and circumstances is given to suchperson within the initial 90-day period).

 If the claimconcerns disability benefits under the Plan, the Plan Administrator must notifythe claimant in writing within 45 days after the claim has been filed in orderto deny it.  If special circumstancesrequire an extension of time to process the claim, the Plan Administrator mustnotify the claimant before the end of the 45-day period that the claim may takeup to 30 days longer to process.  Ifspecial circumstances still prevent the resolution of the claim, the PlanAdministrator may then only take up to another 30 days after giving theclaimant notice before the end of the original 30-day extension.  If the Plan Administrator gives the claimantnotice that the claimant needs to provide additional information regarding theclaim, the claimant must do so within 45 days of that notice.

(b) Review Procedure.  Within 60 days after the date on which aperson receives a written notice of a denied claim (or, if applicable, within60 days after the date on which such denial is considered to have occurred),such person (or his duly authorized representative) may (i) file a writtenrequest with the Administrator for a review of his denied claim and ofpertinent documents and (ii) submit written issues and comments to theAdministrator.  This written request mayinclude comments, documents, records, and other information relating to theclaim for benefits.  The claimant shallbe provided, upon the claimant’s request and free of charge, reasonable accessto, and copies of, all documents, records, and other information relevant tothe claim for benefits.  The review willtake into account all comments, documents, records, and other informationsubmitted by the claimant relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefitdetermination.  The Administrator willnotify such person of its decision in writing. Such notification will be written in a manner calculated to be understoodby such person and will contain specific reasons for the decision as well asspecific references to pertinent Plan provisions.  The decision on review will be made within 60days after the request for review is received by the Administrator (or within120 days, if special circumstances require an extension of time for processingthe request, such as an election by the Administrator to hold a hearing, and ifwritten notice of such extension and circumstances is given to such personwithin the initial 60-day period). The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which thePlan expects to render the determination on review.

 If the initialclaim was for disability benefits under the Plan and has been denied by thePlan Administrator, the claimant will have 180 days from the date the claimantreceived notice of the claim’s denial in which to appeal that decision.  The review will be handled completelyindependently of the findings and decision made regarding the initial claim andwill be processed by an individual who is not a subordinate of the individualwho denied the initial claim.  If theclaim requires medical judgment, the individual handling the appeal willconsult with a medical professional whom was not consulted regarding theinitial claim and who is not a subordinate of anyone consulted regarding theinitial claim and identify that medical professional to the claimant.

 The PlanAdministrator shall provide the claimant with written notification of a plan’sbenefit determination on review.  In thecase of an adverse benefit determination, the notification shall set forth, ina manner calculated to be understood by the claimant – the specific reason orreasons for the adverse determinations, reference to the specific planprovisions on which the benefit determination is based, a statement that theclaimant is entitled to receive, upon the claimant’s request and free ofcharge, reasonable access to, and copies of, all documents, records, and otherinformation relevant to the claim for benefits.

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