EXHIBIT
4.1

The CORPORATE plan for
RetirementSM

 EXECUTIVE PLAN



BASIC PLAN DOCUMENT


IMPORTANT NOTE

This document has not been approved by the
Department of Labor, the Internal Revenue Service or any other
governmental entity. An Adopting Employer must determine whether the
plan is subject to the Federal securities laws and the securities laws
of the various states. An Adopting Employer may not rely on this
document to ensure any particular tax consequences or 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" under the
Employee Retirement Income Security Act with respect to the
Employer's particular situation. Fidelity Management Trust
Company, its affiliates and employees cannot and do not provide legal
or tax advice in connection with this document. This document does not
constitute legal or tax advice and is not intended or written to be
used, and it cannot be used by any taxpayer, for the purposes of
avoiding penalties that may be imposed on the taxpayer. This document
should be reviewed by the Employer's attorney prior to
adoption.














EXHIBIT
4.1

CORPORATEplan for Retirement EXECUTIVE
 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 – Employer
Contributions

4.04 – Time of Making 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 – Unforeseeable Emergency
Withdrawals

7.08 – Change in
Control

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ARTICLE 8

DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF
SERVICE

8.01 – Distribution of Benefits to Participants
and Beneficiaries

8.02 – Determination of Method of
Distribution

8.03 – Notice to Trustee

8.04 –
Time of Distribution

ARTICLE 9

AMENDMENT AND TERMINATION

9.01 – Amendment by
Employer

9.02 – Retroactive Amendments

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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EXHIBIT
4.1

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 as provided in 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) 	"Bonus"
means any performance-based Compensation based on services performed
for the Employer over a period of at least 12 months.


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


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


			
		(8) 	"Compensation"
means for purposes of Article 4 (Contributions) wages as defined in
Section 3401(a) of the Code and all other payments of compensation to
an employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to 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, 132(f)(4), 402(e)(3), 402(h) or 403(b) of
the Code. Compensation shall 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 also include amounts
deferred pursuant to an election under Section 4.01.


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









			
		(9) 	"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.


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


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


			
		(12) 	"Employment
Commencement Date" means the 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 Retirement Income Security Act of 1974, as from time
to time amended.


			
		(15) 	"Fund
Share" means the share, unit, or other evidence of
ownership in a Permissible Investment.


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


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


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


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


			
		(ii) 	Hours of Service shall not be
credited under this paragraph (B) for a payment which solely reimburses
the Employee for medically-related expenses, or which is made or due
under a plan maintained solely for the purpose of complying with
applicable workmen's compensation, unemployment compensation or
disability insurance laws; and


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


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		(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.

			
		(17) 	"Key
Employee" means a Participant who is key employee pursuant
to Code Section 416(i), without regard to paragraph (5) thereof. A
Participant will not be considered a Key Employee unless the Employer
is a corporation which has any of its stock publicly traded according
to Code Section 409A and regulations thereunder.


			
		(18) 	"Normal Retirement
Age" means the normal retirement 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 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.


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


			
		(21) 	"Permissible
Investment" means the investments specified by the
Employer as available for investment of assets of the Trust and agreed
to by the Trustee. The Permissible Investments 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 or as 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 Section 1.01(c).


			
		(24) 	"Related
Employer" means any employer other than the Employer named
in Section 1.02(a), if the Employer and such other employer are members
of a controlled group of corporations (as defined in Section 414(b) of
the Code) or an affiliated service group (as defined in Section
414(m)), or are trades or businesses (whether or not
incorporated) which are under common control (as defined in Section
414(c)), or such other employer is required to be aggregated with the
Employer pursuant to regulations issued under Section 414(o).


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		(25) 	"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.


			
		(26) 	"Service
Agreement" means the agreement between the Employer and
Trustee regarding the arrangement between the parties for recordkeeping
services with respect to the Plan.


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


			
		(28) 	"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.


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


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


			
		(31) 	"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(c). 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(c). An Employee will also receive credit for
any period of severance of less than 12 consecutive months. Fractional
periods of a year will be expressed in terms of days.


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

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

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

In the case of an individual who is
absent from work for maternity or paternity reasons, the 12-consecutive
month period beginning on the first anniversary of the first date of
such absence shall not constitute a break in service. For purposes of
this paragraph, an absence from work for maternity or paternity reasons
means an absence (1) by reason of the pregnancy of the individual, (2)
by reason of the birth of a child of the individual, (3) by reason of
the placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes of
caring for such child for a period beginning immediately following such
birth or placement.

If the Plan maintained by the
Employer is the plan of a predecessor employer, an Employee's
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.

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		(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)) who has filed an election pursuant to Section 4.01
will become a Participant in the Plan on the first Entry Date
coincident with or following the date on which such election would
otherwise become effective, as determined under Section 4.01.


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


3.03. Cessation or Resumption of Participation
Following a Change in Status. If any Participant
continues in the employ of the Employer or Related Employer but ceases
to be an eligible Employee as defined in Section 1.03(a), the
individual shall continue to be a Participant until the entire amount
of his benefit is distributed; however, the individual shall not be
entitled to make Deferral Contributions or receive an allocation of
Matching or Employer 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, 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 as set
forth in the Participant's election. The election will be
effective to defer Compensation relating to all services performed in a
calendar year subsequent to the filing of such an election, subject to
any election regarding Bonuses, as set out in Subsection 1.05(a)(2). An
election once made will remain in effect until a new election is made;
provided, however, that such an election choosing a distribution date
pursuant to Section 1.06(b)(1)(B) will only be effective for the Plan
Year indicated. A new election will be effective as of the first day of
the following calendar year and will apply only to Compensation payable
with respect to services rendered after such date, except that a
separate election made pursuant to Section 1.05(a)(2) will be effective
immediately if made no later than 6 months before the end of the period
during which the services on which the Bonus is based are performed. If
the Employer has selected Section 1.05(a)(2), no amount will be
deducted from Bonuses unless the Participant has made a separate
election. 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. To the
extent permitted in regulations under Code Section 409A, a Participant
may revoke a salary reduction agreement for a calendar year during that
year, provided, however, that such revocation shall apply only to
Compensation not yet earned. In that event, the Participant shall be
precluded from electing to defer future Compensation hereunder during
the calendar year to which the revocation applies. Notwithstanding the
above, in the calendar year in which the Plan first becomes effective
or in the year in which the Participant first becomes eligible to
participate, an election to defer compensation may be made within 30
days after the Participant is first eligible or the Plan is first
effective, which election shall be effective with respect to
Compensation payable with respect to services rendered after the date
of the election.

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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" pursuant to Section 4.01 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. Employer
Contributions. If so provided by the Employer in Section
1.05(c)(1), the Employer shall make an "Employer
Contribution" to be credited to the account maintained on
behalf of each Participant who meets the requirement, if any, of
Section 1.05(c)(3) in the amount required by Section 1.05(c)(1). If so
provided by the Employer in Section 1.05(c)(2), the Employer may make
an "Employer Contribution" to be credited to
the account maintained on behalf of any Participant in such an amount
as the Employer, in its sole discretion, shall determine. In making
"Employer Contributions" pursuant to Section
1.05(c)(2), the Employer shall not be required to treat all
Participants in the same manner in determining such contributions and
may determine the "Employer Contribution" of
any Participant to be zero.


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

Article 5. Participants' Accounts.


5.01. Individual Accounts. The Administrator
will establish and maintain an Account for each Participant, which will
reflect Matching, Employer 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. The
Administrator shall provide the Trustee with information on the amount
credited to the separate account of each Participant maintained by the
Administrator in its records.

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 the Service
Agreement.


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 that would be 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
Permissible Investment.


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


Article 7. Right to
Benefits.


7.01. Normal or Early
Retirement. If provided by the Employer in Section
1.07(e), 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(s) 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.

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If provided by the Employer in Section
1.07, 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(s) 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 distribution to a beneficiary of a Key Employee is not
considered to be a distribution to a Key Employee for purposes of
Sections 1.06 and 7.08.

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.

A copy of the death
certificate 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 1.07, 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 and Employer 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. For purposes of the Plan, a termination of
employment is a separation from service as defined pursuant to Code
Section 409A and regulations thereunder.


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 and Employer Contributions
allocated after such distribution. The balance of his Account
immediately after such distribution will be transferred to a separate
account that will be maintained for the purpose of determining his
interest therein according to the following provisions.

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


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


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 

7









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 to
such amounts.


7.07. Unforeseeable Emergency
Withdrawals. Subject to the provisions of Article 8, a
Participant shall not be permitted to withdraw his Account (and
earnings thereon) prior to retirement or termination of employment,
except that, to the extent 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 an unforeseeable emergency as
determined by the Administrator in accordance with the requirements of
and subject to the limitations provided within Code Section 409A and
regulations thereunder.


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

Article 8.
Distribution of Benefits.


8.01.
Form of Distribution of Benefits to Participants and
Beneficiaries. The Plan provides for distribution as a
lump sum to be paid in cash on the date specified by the Employer in
Section 1.06 pursuant to the method provided in Section 8.02. If
elected by the Employer in Section 1.10 and specified in the
Participant's deferral election, the distribution will be paid
through a systematic withdrawal plan (installments) for a time period
not exceeding 10 years beginning on the date specified by the Employer
in Section 1.06.


8.02. Events Requiring
Distribution of Benefits to Participants and
Beneficiaries.


			
		(a) 	If
elected by the Employer in Section 1.06(a), the Participant will
receive a distribution upon the 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 Section 1.06(a)(2). If the Participant
dies before any event in Section 1.06(a) occurs, the Participant shall
be considered to have terminated employment and the Participant's
benefit will be paid to the Participant's Beneficiary in the same
form and at the same time as it would have been paid to the Participant
pursuant to this Article 8.


			
		(b) 	If
elected by the Employer in Section 1.06(b), the Participant will
receive a distribution of all amounts not deferred pursuant to Section
1.06(b)(1)(B) (and earnings attributable to those amounts) upon
termination of employment, subject to the delay applicable to Key
Employees described therein, as applicable. If elected by the Employer
in Section 1.06(b)(1)(B), the Participant shall have the election to
receive distributions of amounts deferred pursuant to Section 4.01 (and
earnings attributable to those amounts) after a date specified by the
Participant in his deferral election which is at least 12 months after
the first day of the calendar year in which such amounts would be
earned. Amounts distributed to the Participant pursuant to Section
1.06(b) shall be 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 Section 8.01. If
the Participant dies before any event in Section 1.06(a) occurs, the
Participant shall be considered to have terminated employment and the
Participant's benefit will be paid to the Participant's
Beneficiary in the same form and at the same time as it would have been
paid to the Participant pursuant to this Article 8. However, if the
Participant dies before the date specified by the Participant in an
election pursuant to Section 1.06(b)(1)(B), then the
Participant's benefit shall be paid to the Participant's
Beneficiary in the form provided in Section 8.01 as if the Participant
had elected to be paid at termination of employment.



8.03. Determination of Method of
Distribution. The Participant will determine the method
of distribution of benefits to himself and his Beneficiary, subject to
the provisions of Section 8.02. Such 

8









determination will be made at the time the
Participant makes a deferral election. A Participant's election
cannot be altered, except, if elected by the Employer in Section
1.10(b), if the Participant's balance falls below the level
described in regulations under Code Section 409A, the
Participant's benefit payable due to termination of employment
will be distributed in a lump sum rather than installments.

			
		(a) 	When Section 1.06(a) has been
elected by the Employer. The distribution period 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. Once a Participant has made an election for the method
of distribution, that election shall be effective for all contributions
made on behalf of the Participant attributable to any Plan Year after
that election was made and before the Plan Year for which that election
has been altered in the manner prescribed by the Administrator. If the
Participant does not designate in the manner prescribed by the
Administrator the method of distribution, such method of distribution
shall be a lump sum at termination of employment.


			
		(b) 	When Section 1.06(b) has been
elected by the Employer. The distribution period for distributions
under a systematic withdrawal plan shall be specified in each
Participant's contribution election selecting payments under a
systematic withdrawal plan. If the Participant does not designate in
the manner prescribed by the Administrator the method of distribution,
such method of distribution for all such 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 under the Plan. The
Administrator's notice shall indicate the form, amount and
frequency of benefits that such Participant or Beneficiary shall
receive.


8.05. 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. All distributions will be made as soon
as administratively feasible following the distribution date specified
in Section 1.06 or Section 7.08, if applicable.

Article 9.
Amendment and Termination.


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


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


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

9









9.04. Distribution
upon Termination of the Plan. Upon termination of the
Plan, no further Deferral, Employer or Matching Contributions shall be
made under the Plan, but Accounts of Participants maintained under the
Plan at the time of termination shall continue to be governed by the
terms of the Plan until paid out in accordance with the terms of the
Plan.

Article 10. Miscellaneous.


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


10.02. Limitation of Rights.
Neither the establishment of the Plan and the Trust, nor any amendment
thereof, nor the creation of any fund or account, nor the payment of
any benefits, will be construed as giving to any Participant or other
person any legal or equitable right against the Employer, Administrator
or Trustee, except as provided herein; and in no event will the terms
of employment or service of any Participant be modified or in any way
affected hereby.


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


10 04.  Facility of Payment. In
the event the Administrator determines, on the basis of medical reports
or other evidence satisfactory to the Administrator, that the recipient
of any benefit payments under the Plan is incapable of handling his
affairs by reason of minority, illness, infirmity or other incapacity,
the Administrator may disburse such payments, or direct the Trustee to
disburse such payments, as applicable, 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 Employer and Trustee.
The Employer agrees to furnish the Trustee, and the Trustee agrees to
furnish the Employer with such information relating to the Plan and
Trust as may be required by the other in order to carry out their
respective duties hereunder, including without limitation information
required under the Code or ERISA and any regulations issued or forms
adopted thereunder.


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

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


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


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


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

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:

10








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


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


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


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


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


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


			
		(g) 	To authorize the payment of
benefits;


			
		(h) 	To comply with any
applicable 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; or


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



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


11.03. Claims
and Review Procedures.


			
		(a) 	Claims Procedure. If any
person believes he is being denied any rights or benefits under the
Plan, such person may file a claim in writing with the Administrator.
If any such claim is wholly or partially denied, the Administrator will
notify such person of its decision in writing. Such notification will
contain (i) specific reasons for the denial, (ii) specific reference to
pertinent Plan provisions, (iii) a description of any additional
material or information necessary for such person to perfect such claim
and an explanation of why such material or information is necessary,
and (iv) information as to the steps to be taken if the person wishes
to submit a request for review, including a statement of such
person's right to bring a civil action under Section 502(a) of
ERISA following as adverse determination upon 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 the claim concerns disability
benefits under the Plan, the Plan Administrator must notify the
claimant in writing within 45 days after the claim has been filed in
order to deny it. If special circumstances require an extension of time
to process the claim, the Plan Administrator must notify the claimant
before the end of the 45-day period that the claim may take up to 30
days longer to process. If special circumstances still prevent the
resolution of the claim, the Plan Administrator may then only take up
to another 30 days after giving the claimant notice before the end of
the original 30-day extension. If the Plan Administrator gives the
claimant notice that the claimant needs to provide additional
information regarding the claim, the claimant must do so within 45 days
of that notice.

			
		(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 


11








			
		 	
pertinent documents and (ii) submit written
issues and comments to the Administrator. This written request may
include comments, documents, records, and other information relating to
the claim for benefits. The claimant shall be provided, upon the
claimant's request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to
the claim for benefits. The review will take into account all comments,
documents, records, and other information submitted by the claimant
relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination. The
Administrator will notify such person of its decision in writing. Such
notification will be written in a manner calculated to be understood by
such person and will contain specific reasons for the decision as well
as specific references to pertinent Plan provisions. The decision on
review will be made within 60 days after the request for review is
received by the Administrator (or within 120 days, if special
circumstances require an extension of time for processing the request,
such as an election by the Administrator to hold a hearing, and if
written notice of such extension and circumstances is given to such
person within the initial 60-day period). The extension notice shall
indicate the special circumstances requiring an extension of time and
the date by which the Plan expects to render the determination on
review.


If the initial claim was for disability benefits
under the Plan and has been denied by the Plan Administrator, the
claimant will have 180 days from the date the claimant received notice
of the claim's denial in which to appeal that decision. The
review will be handled completely independently of the findings and
decision made regarding the initial claim and will be processed by an
individual who is not a subordinate of the individual who denied the
initial claim. If the claim requires medical judgment, the individual
handling the appeal will consult with a medical professional who was
not consulted regarding the initial claim and who is not a subordinate
of anyone consulted regarding the initial claim and identify that
medical professional to the claimant.

The Plan
Administrator shall provide the claimant with written notification of a
plan's benefit determination on review. In the case of an adverse
benefit determination, the notification shall set forth, in a manner
calculated to be understood by the claimant – the specific reason
or reasons for the adverse determinations, reference to the specific
plan provisions on which the benefit determination is based, a
statement that the claimant is entitled to receive, upon the
claimant's request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to
the claim for benefits.

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