ADOPTION AGREEMENT
                                   ARTICLE 1

                                                                   EXHIBIT 10.20

1.01    PLAN INFORMATION

(a)     Name of Plan:
        This is the    Fair, Isaac Supplemental Retirement and
                   -------------------------------------------------
                Savings Plan    Plan (the "Plan").
                             ---------------------------------------

(b)     Name of Plan Administrator, if not the Employer:

        ------------------------------------------------------------
        Address:
                ----------------------------------------------------
        Phone Number:
                     -----------------------------------------------

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

        (c)     Three Digit Plan Number:        004
                                        ----------------------------
        (d)     Plan Year End (month/day):      9/30
                                          --------------------------
        (e)     Plan Status (check one):

        (1)     [X] Effective Date of new Plan: 11/1/94
                                               ---------------------

        (2)     [ ] Amendment Effective Date:
                                             -----------------------

        The original effective date of the Plan:        11/1/94
                                                --------------------


<PAGE>

1.02     EMPLOYER

         (a) The Employer is:  Fair, Isaac and Company, Incorporated

             Address:          120 North Redwood Drive
                               San Rafael, CA 94903

            Contact's Name:    John Waller
            Telephone Number:  (415) 491-5282





             (1) Employer's Tax Identification Number:        94-1499887

             (2) Business form of Employer (check one):

                 (A) [X] Corporation

                 (B) [ ] Sole proprietor or partnership

                 (C) [ ] Subchapter S Corporation

             (3) Employer's fiscal year end:      9/30


         (b)     The term "Employer" includes the following Related Employer(s)
                 (as defined in Section 2.Ol(a)(21)):

                       Fair,  Isaac   International  Corporation,   Fair,  Isaac
                       International   Ltd   Fair,  Isaac   International,  S.A.
                       Corporation,    Fair,    Isaac    International    Canada
                       Corporation,    Fair,    Isaac    International    France
                       Corporation,    Fair,   Isaac    International    Germany
                       Corporation, Fair, Isaac International Japan Corporation,
                       Fair, Isaac International UK Corporation.


                                       2
<PAGE>



1.03     COVERAGE

         (a) Only those Employees listed in Attachment  A will  be  eligible  to
             participate in the Plan.

         (b) The Entry Date(s) shall be (check one):

             (1) [ ] the first day of each Plan Year.

             (2) [ ] the first  day of each Plan  Year and the date  six  months
                     later.

             (3) [X] the first day of each  Plan  Year and the first day of  the
                     fourth, seventh, and tenth months.

             (4) [ ] the first day of each month.


1.04     COMPENSATION

         For purposes of determining  Contributions under the Plan, Compensation
         shall be as defined in Section  2.01(a)(6),  but  excluding  (check the
         appropriate box(es)):

         (a) [X]     Overtime Pay.

         (b) [ ]     Bonuses.

         (c) [ ]     Commissions.

         (d) [X]     The value of a qualified  or a  non-qualified  stock option
                     granted to an Employee  by the  Employer to the extent such
                     value is includable in the Employee's taxable income.

         (e) [ ]     No exclusions.

1.05     CONTRIBUTIONS

         (a) Deferral   Contributions.   The  Employer  shall  make  a  Deferral
             Contribution  in  accordance  with  Section  4.01 on behalf of each
             Participant  who has an  executed  salary  reduction  agreement  in
             effect with the  Employer for the Plan Year (or portion of the Plan
             Year) in question,  not to exceed 25% of Compensation for that Plan
             Year.

                                        3
<PAGE>



Section 2.01(a)(6):

          "Compensation"  shall mean for  purposes of Article 4  (Contributions)
          wages as defined in Section 3401(a) of the Code and all other payments
          of  compensation  to an Employee by the Employer (in the course of the
          Employer's  trade or  business) in excess of $150,000 in any Plan Year
          for which the  Employer is required to furnish the  Employee a written
          statement   under   Sections  6041(d)  and  6051(a)(3)  of  the  Code,
          excluding  overtime  pay,  the value of a qualified  or  non-qualified
          stock option granted to an Employee by the Employer, 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, 401(a)(8), 401(h), or 403(b) of the Code.   Compensation
          must be determined  without regard to any rules under Section  3401(a)
          of the Code that limit the remuneration included in wages based on the
          nature or location of the employment or the services  performed  (such
          as  the  exception for agricultural labor in Section 3401(a)(2) of the
          Code).

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

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



<PAGE>
        (b)  Matching Contributions

             (1)      The Employer shall make a Matching  Contribution on behalf
                      of each  Participant  in an amount equal to the  following
                      percentage  of  a  Participant's   Deferral  Contributions
                      during the Plan Year (check one):

                      (A) [ ]   50%
                      (B) [ ]  100%
                      (C) [ ]  ___%

                      (D) (Tiered Match) _______% of  the first _______% of  the
                          Participant's Compensation contributed to the Plan,

                          ______%  of  the  next  ______%  of  the Participant's
                          Compensation contributed to the Plan,

                          ______%  of  the  next  ______%  of  the Participant's
                          Compensation contributed to the Plan.

                      (E) [X]  The  percentage  declared  for  the year, if any,
                               by a Board of  Directors' resolution.

                      (F) [ ]  Other;___________________________________________

                                     ___________________________________________

                                     ___________________________________________

                                     ___________________________________________

             (2)      [X] Matching Contribution Limits  (check  the  appropriate
                          box(es)):

                      (A) [X]  Deferral  Contributions  in  excess  of 6% of the
                               Participant's  Compensation  for  the  period  in
                               question  shall not be  considered  for  Matching
                               Contributions.

                        Note:  If  the Employer  elects  a  percentage  limit in
                               (A)  above  and  requests  the Trustee to account
                               separately  for  matched  and unmatched  Deferral
                               Contributions,   the    Matching    Contributions
                               allocated  to  each Participant must be computed,
                               and  the  percentage  limit  applied,  based upon
                               each period.

                      (B) [X] Matching  Contributions  for each  Participant for
                              each Plan Year shall be limited to $7,500.

                                       4
<PAGE>



             (3) Eligibility Requirement(s) for Matching Contributions

                 A Participant who makes Deferral  Contributions during the Plan
                 Year  under  Section  1.05(a)  shall be  entitled  to  Matching
                 Contributions  for that Plan Year if the Participant  satisfies
                 the following  requirement(s)  (Check the appropriate  box(es).
                 Options (B) and (C) may not be elected together):

                 (A) [ ] Is employed by the Employer on the last day of the Plan
                         Year.

                 (B) [ ] Earns at least 500 Hours of  Service  during  the  Plan
                         Year.

                 (C) [X] Earns at least 1,000 Hours of  Service during  the Plan
                         Year.

                 (D) [ ] No requirements.

                 Note:   If  option  (A),  (B) or (C)  above  is  selected  then
                         Matching Contributions can only be made by the Employer
                         after the Plan Year  ends.  Any  Matching  Contribution
                         made  before  Plan Year end shall not be subject to the
                         eligibility requirements of this Section 1.05(b)(3)).


1.06    DISTRIBUTION DATES

             A  Participant  may elect to  receive a  distribution  or  commence
             distributions  from his Account  pursuant to Section  8.02 upon the
             following date(s) (check the appropriate  box(es). If Option (c) is
             elected, then options (a) and (b) may not be elected):

             (a) [ ] Attainment of Normal Retirement Age.  Normal Retirement Age
                     under the Plan is (check one):

                     (1) [X]  age 65.

                     (2) [ ]  age ___ (specify from 55 through 64).

                     (3) [ ] Later of the age ___ (can  not exceed  65)  or  the
                             fifth anniversary of the Participant's Commencement
                             Date.

             (b) [ ]  Attainment  of Early Retirement Age.  Early Retirement Age
                      is  the  first  day  of  the  month  after the Participant
                      attains  age  55  (specify 55 or greater) and completes 10
                      Years of Service for Vesting.

             (c) [X]  Termination of employment with the Employer.

                                         5
<PAGE>



Section 1.05(b)(3):


          Eligibility Requirement(s) for Matching Contributions

          A Participant  who makes Deferral  Contributions  during the Plan Year
          under Section 1.05(a) shall be entitled to Matching  Contributions for
          that  Plan  Year if the  Participant  earns  at least  1,000  Hours of
          Service  during  the Plan  Year.  A  Participant  who  makes  Deferral
          Contributions  during the Plan Year shall also be entitled to Matching
          Contributions for that Plan Year if the Participant  ceases employment
          after having  attained age 65, or having attained age 55 with at least
          ten Years of Service for Vesting, or by reason of disability or death.

<PAGE>



1.07    VESTING SCHEDULE

        (a)  The  Participant's  vested  percentage  in  Matching  Contributions
             elected  in  Section  1.05(b)  shall  be based upon the schedule(s)
             selected below.

               (1) [ ] N/A-No Matching Contributions

               (2) [ ] 100% Vesting immediately

               (3) [ ] 3 year cliff (see C below)

               (4) [X] 5 year cliff (see D below)

               (5) [ ] 6 year graduated (see E below)

               (6) [ ] 7 year graduated (see F below)

               (7) [ ] G below

               (8) [ ] Other (Attachment "B")


      Years of                              Vesting Schedule
     Service for                            ----------------
       Vesting          C          D          E          F          G
       -------         ---        ---        ---        ---        ---
         0               0%        0%         0%         0%         --
         1               0%        0%         0%         0%         --
         2               0%        0%        20%         0%         --
         3            100%         0%        40%        20%         --
         4            100%         0%        60%        40%         --
         5            100%       100%        80%        60%         --
         6            100%       100%       100%        80%         --
         7            100%       100%       100%       100%        100%


         (b) [ ] Years of Service for Vesting shall exclude (check one):

             (1) [ ] for  new plans,  service prior  to  the Effective  Date  as
                     defined in Section 1.01(e)(1).

             (2) [ ] for existing plans converting from another  plan  document,
                     service prior to the  original  Effective  Date as defined
                     in Section 1.01(e)(2).

         (c) [ ] A Participant  will forfeit his Matching Contributions upon the
                 Occurance of the following event(s):___________________________

                                                     ___________________________

                                                     ___________________________

                                                     ___________________________

                                       6

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

             (1) [X] Normal Retirement Age (as defined in Section 1.06(a)).

             (2) [X] Early Retirement Age (as defined in Section 1.06(b)).

             (3) [X] Death


1.08    PREDECESSOR EMPLOYER SERVICE

         [ ] Service for purposes  of vesting in Section 1.07(a)  shall  include
             service with the following employer(s):

             (a) _______________________________________________________________

             (b) _______________________________________________________________

             (c)________________________________________________________________

             (d)________________________________________________________________


1.09    HARDSHIP WITHDRAWALS

         Participant   withdrawals   for   hardship   prior  to  termination  of
         employment (check one):

             (a) [ ] will be allowed in accordance with Section 7.07, subject to
                     a $_________ minimum amount. (Must be at least $1,000)


             (b) [X] will not be allowed.


1.10    DISTRIBUTIONS

         Subject to Articles 7 and 8, distributions  under the Plan will be paid
         (check the appropriate box(es)):

             (a) [X] as a lump sum

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


                                       7
<PAGE>



1.11    INVESTMENT DECISIONS


         (a) Investment Directions

             Investments in which the Accounts of Participants shall be  treated
             as invested and reinvested shall be directed (check one):


             (1) [ ] by the Employer among the options listed in (b) below.

             (2) [X] by each Participant among the options listed in (b) below.

             (3) [ ] by each Participant with respect to Deferral  Contributions
                     and by the  Employer  with  respect  to  Employer  Matching
                     Contributions.   The  Employer  must  direct  the  Employer
                     Matching  Contributions  among the same investment  options
                     made available for Participant  directed  sources listed in
                     (b) below.

         (b) Plan Investment Options

             Participant Accounts will be treated as invested among the Fidelity
             Funds  listed  below  pursuant  to  Participant   and/or   Employer
             directions.

                                              Fund Name              Fund Number
                                              ---------              -----------

                      (1)     Fidelity Retirement Government Money      0631
                              Market Portfolio

                      (2)     Fidelity Investment Grade Bond Fund       0026

                      (3)     Fidelity Puritan(TM) Fund                 0004

                      (4)     Fidelity Growth & Income Portfolio        0027

                      (5)     Fidelity U.S. Equity Index Portfolio      0650

                      (6)     Fidelity Maqellan(R) Fund                 0021

                      (7)     Fidelity Contrafund                       0022

                      (8)     _______________________________________   ____

                      (9)     _______________________________________   ____

                      (10)    _______________________________________   ____

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


                                       8
<PAGE>



                 Note:      The method and frequency  for change of  investments
                            will be determined under the rules applicable to the
                            selected   funds.   Information   will  be  provided
                            regarding   expenses,   if  any,   for   changes  in
                            investment options.

1.12    RELIANCE ON PLAN

        An  adopting  Employer  may  not rely solely on this Plan to ensure that
        the  Plan  is  "unfunded  and  maintained  primarily  for the purpose of
        providing  deferred  compensation  for  a  select group of management or
        highly  compensated  employees"  and exempt  from  Parts  2 through 4 of
        Title  I  of  the  Employee  Retirement Income Security Act of 1974 with
        respect  to  the Employer's particular situation. This Agreement must be
        reviewed  by  your attorney and/or accountant before it is executed.

        This  Adoption  Agreement  may be used  only in  conjunction  with the
        CORPORATEplan for Retirement Select Basic Plan Document.


                                       9
<PAGE>



                                 EXECUTION PAGE
                                (Fidelity's Copy)



IN  WITNESS  WHEREOF,  the  Employer  has  caused  this Adoption Agreement to be
executed this 6th day of October, 1994.


                        Employer           Fair, Isaac and Company, Incorporated
                                           -------------------------------------

                        By                 /s/ Peter L. McCorkell
                                           -------------------------------------
                                               Peter L. McCorkell

                        Title              Vice President and Secretary
                                           -------------------------------------

                        Employer           Fair, Isaac and Company, Incorporated
                                           -------------------------------------

                        By                 /s/ John C. Waller
                                           -------------------------------------
                                               John C. Waller

                        Title              Vice President, Human Resources
                                           -------------------------------------


                                       10


<PAGE>



                                  Attachment A

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

         Rosenberger, Larry B.
         Sanderson, Robert D.
         Woldrich, John D.
         Culhane, Patrick G.
         Hopper, Mary A.
         De Kerchove, Gerald
         Kaye Gordon
         Robinson, Jeffrey F.
         Nelson, 0. D.
         Roach, Barrett B.
         Shediac, Rawy R.
         Wier, Henry W.
         Gerbino, John C.
         Mc Corkell, Peter L.
         Collins, Lauren
         Barry, Michael C.
         Sleath, Martin D.
         Salvatto, Richard D.
         Kreis, Joseph D.
         Perlis, John H.
         Morgan, Richard L.



                                 Employer  Fair, Isaac and Company, Incorporated
                                          --------------------------------------

                                 By        /s/ John C. Waller
                                          --------------------------------------
                                               John C. Waller

                                 Title     Vice President, Human Resources
                                          --------------------------------------

                                 Date      October 6, 1994
                                          --------------------------------------

Note:  The Employer  must revise  Attachment  A to add  employees as they become
eligible or delete employees who are no longer eligible.


                                       12
<PAGE>



                  The CORPORATEplan for Retirement Select Plan

                              BASIC PLAN DOCUMENT




                                 IMPORTANT NOTE

This document is not an IRS approved  Prototype  Plan. An Adopting  Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing  deferred  compensation to a select group
of management or highly compensated employees" and exempt from parts 2 through 4
of Title I of the Employee  Retirement  Income Security Act of 1974 with respect
to the Employer's particular  situation.  Fidelity Management Trust Company, its
affiliates  and  employees  may not provide you with legal advice in  connection
with the execution of this  document.  This document  should be reviewed by your
attorney and/or accountant prior to execution.



<PAGE>



                                   CPR SELECT
                               BASIC PLAN DOCUMENT

ARTICLE 1
    ADOPTION AGREEMENT

ARTICLE 2
    DEFINITIONS

    2.01 - Definitions

ARTICLE 3
    PARTICIPATION

    3.01 - Date of Participation
    3.02 - Resumption of Participation Following Re employment
    3.03 - Cessation or Resumption of Participation Following a Change in Status

ARTICLE 4
    CONTRIBUTIONS

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

ARTICLE 5
    PARTICIPANTS' ACCOUNTS

    5.01 - Individual Accounts

ARTICLE 6
    INVESTMENT OF CONTRIBUTIONS

    6.01 - Manner of Investment
    6.02 - Investment Decisions

ARTICLE 7
    RIGHT TO BENEFITS

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

ARTICLE 8
    DISTRIBUTION OF 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


                                       2
<PAGE>



ARTICLE 10
    MISCELLANEOUS

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

ARTICLE 11
    PLAN ADMINISTRATION

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


                                       3
<PAGE>



                                    PREAMBLE

It is the  intention  of the  Employer  to  establish  herein an  unfunded  plan
maintained  solely for the  purpose of  providing  deferred  compensation  for a
select group of management or highly compensated employees for purposes of Title
I of ERISA.

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions.

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

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

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

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

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

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

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

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



<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>



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

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

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

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

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

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

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


                                       3
<PAGE>



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

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

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

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

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

              (22) "Self-Employed Individual" means an individual who has Earned
              Income for the  taxable  year from the  Employer or who would have
              had Earned  Income but for the fact that the trade or business had
              no net profits for the taxable year.

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

              (24) "Trust  Agreement"  means the agreement  between the Employer
              and the Trustee, as set forth in a separate agreement, under which
              assets are held,  administered,  and managed subject to the claims
              of the  Employer's  creditors  in  the  event  of  the  Employer's
              insolvency,   until   paid  to   Plan   Participants   and   their
              Beneficiaries as specified in the Plan.

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

              (26) "Trustee" means the  corporation or individuals  appointed by
              the Employer to administer the Trust in accordance  with the Trust
              Agreement.

              (27) "Years of Service for  Vesting"  means,  with  respect to any
              Employee, the number of whole years of his periods of service with
              the  Employer or a Related  Employer  (the  elapsed time method to
              compute vesting service), subject to any exclusions elected by the
              Employer in Section  1.07(b).  An Employee will receive credit for
              the aggregate of all time period(s) commencing with the Employee's
              Employment  Commencement  Date  and  ending on the date a break in
              service  begins,  unless  any such years are  excluded  by Section
              1.07(b).  An Employee  will also receive  credit for any period of
              severance of less than 12 consecutive  months.  Fractional periods
              of a year will be expressed in terms of days.


                                       4
<PAGE>



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

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

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

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

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

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

Article 3. Participation.

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

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


                                       5
<PAGE>



3.03. Cessation or Resumption of Participation  Following a Chance in Status. If
any Participant  continues in the employ of the Employer or Related Employer but
ceases to be an eligible Employee as defined in Section 1.03(a),  the individual
shall  continue to be a  Participant  until the entire  amount of his benefit is
distributed;  however,  the  individual  shall not be entitled to make  Deferral
Contributions  or receive an  allocation  of Matching  contributions  during the
period that he is not an eligible  Employee.  Such Participant shall continue to
receive  credit  for  service  completed  during  the  period  for  purposes  of
determining  his  vested  interest  in his  Accounts.  In  the  event  that  the
individual subsequently again becomes an eligible Employee, the individual shall
resume full participation in accordance with Section 3.01.

Article 4. Contributions.

4.01.  Deferral  Contributions.  Each  Participant may elect to execute a salary
reduction  agreement with the Employer to reduce his Compensation by a specified
percentage not exceeding the  percentage set forth in Section  1.05(a) and equal
to a whole  number  multiple of one (1)  percent.  Such  agreement  shall become
effective  on the  first day of the  period  as set  forth in the  Participant's
election.  The election will be effective to defer Compensation  relating to all
services  performed in a Plan Year subsequent to the filing of such an election.
An election  once made will remain in effect until a new election is made. A new
election  will be effective as of the first day of the  following  Plan Year and
will apply only to Compensation  payable with respect to services rendered after
such date.  Amounts  credited to a Participant's  account prior to the effective
date of any new  election  will not be affected  and will be paid in  accordance
with that prior  election.  The  Employer  shall credit an amount to the account
maintained  on behalf of the  Participant  corresponding  to the  amount of said
reduction.  Under no circumstances  may a salary reduction  agreement be adopted
retroactively.  A Participant may not revoke a salary reduction  agreement for a
Plan Year during that year.

4.02. Matching Contributions. If so provided by the Employer in Section 1.05(b),
the Employer  shall make a Matching  Contribution  to be credited to the account
maintained on behalf of each Participant who had Deferral  Contributions made on
his behalf  during the year and who meets the  requirement,  if any,  of Section
1.05(b)(3).  The  amount of the Matching  Contribution  shall be  determined  in
accordance with Section 1.05(b).

4.03. Time of Making Employer Contributions. The Employer will from time to time
make a transfer of assets to the Trustee for each Plan Year.  The Employer shall
provide  the  Trustee  with  information  on the  amount to be  credited  to the
separate account of each Participant maintained under the Trust.

Article 5. Participants' Accounts.

5.01.  Individual  Accounts.  The  Administrator  will establish and maintain an
Account  for  each   Participant   which  will  reflect  Matching  and  Deferral
Contributions credited to the Account on behalf of the Participant and earnings,
expenses,  gains and losses credited thereto,  and deemed  investments made with
amounts in the  Participant's  Account.  The  Administrator  will  establish and
maintain such other  accounts and records as it decides in its  discretion to be
reasonably  required or  appropriate  in order to discharge its duties under the
Plan. Participants will be furnished statements of their Account values at least
once each Plan Year.


                                        6

<PAGE>

Article 6. Investment of Contributions.

6.01. Manner of Investment. All amounts credited to the Accounts of Participants
shall be treated as though invested and reinvested only in eligible  investments
selected by the Employer in Section 1.11(b).

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

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

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


Article 7. Right to Benefits.

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

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

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

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


                                       7

<PAGE>

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

7.03.  Other  Termination of Employment.  If provided by the Employer in Section
1.06, if a Participant terminates his employment for any reason other than death
or normal retirement,  he will be entitled to a termination benefit equal to (i)
the  vested  percentage(s)  of the value of the  Matching  Contributions  to his
Account,  as adjusted for income,  expense,  gain, or loss,  such  percentage(s)
determined in accordance with the vesting  schedule(s)  selected by the Employer
in Section 1.07, and (ii) the value of the Deferral Contributions to his Account
as adjusted for income,  expense,  gain or loss.  The amount  payable under this
Section  7.03 will be subject  to the  provisions  of  Section  7.06 and will be
distributed in accordance with Article 8.

7.04. Separate Account. If a distribution from a Participant's  Account has been
made to him at a time  when he has a  nonforfeitable  right  to  less  than  100
percent of his Account,  the vesting  schedule in Section  1.07 will  thereafter
apply only to amounts in his  Account  attributable  to  Matching  Contributions
allocated after such distribution.  The balance of his Account immediately after
such  distribution  will be  transferred  to a  separate  account  which will be
maintained for the purpose of determining his interest therein  according to the
following provisions.

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

7.05.  Forfeitures.  If a Participant terminates his employment,  any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under  Section 7.03 will be forfeited by him. For purposes of
this paragraph,  if the value of a Participant's vested account balance is zero,
the  Participant  shall be deemed to have received a distribution  of his vested
interest immediately following termination of employment.  Such forfeitures will
be  applied  to reduce  the  contributions  of the  Employer  under the Plan (or
administrative expenses of the Plan).


                                       8

<PAGE>

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

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

Article 8. Distribution of Benefits Payable after Termination of Service.

8.01.   Distribution of Benefits to Participants and Beneficiaries.

     (a) Distributions  under the Plan to a Participant or to the Beneficiary of
the  Participant  shall  be made in a lump  sum in cash or,  if  elected  by the
Employer in Section 1.10 and specified in the Participant's  deferral  election,
under a systematic withdrawal plan  (installment(s))not  exceeding 10 years upon
retirement, death or other termination of employment.

     (b)  Distributions  under  a  systematic  withdrawal  plan  must be made in
substantially  equal annual,  or more frequent,  installments,  in cash,  over a
period certain which does not extend 10 years. The period certain specified in a
Participant's first deferral election specifying distribution under a systematic
withdrawal plan shall apply to all subsequent elections of distributions under a
systematic withdrawal plan made by the Participant.

8.02.  Determination of Method of  Distribution.  The Participant will determine
the method of distribution of benefits to himself and the method of distribution
to his Beneficiary.  Such determination will be made at the time the Participant
makes a deferral  election.  If the Participant does not determine the method of
distribution to him or his Beneficiary, the method shall be a lump sum.

8.03. Notice to Trustee.  The  Administrator  will notify the Trustee in writing
whenever any  Participant or  Beneficiary is entitled to receive  benefits under
the Plan.  The  Administrator's  notice  shall  indicate  the form,  amount  and
frequency of benefits that such Participant or Beneficiary shall receive.

8.04. Time of  Distribution.  In no event will  distribution to a Participant be
made later than the date specified by the  Participant  in his salary  reduction
agreement.


                                       9

<PAGE>

Article 9. Amendment and Termination.

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

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

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

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

Article 10. Miscellaneous.

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

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

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


                                       10

<PAGE>

10 04. Facility to Payment.  In the event the Administrator  determines,  on the
basis of medical reports or other evidence  satisfactory  to the  Administrator,
that the  recipient  of any  benefit  payments  under the Plan is  incapable  of
handling  his  affairs  by  reason  of  minority,  illness,  infirmity  or other
incapacity,  the  Administrator may direct the Trustee to disburse such payments
to a person or  institution  designated by a court which has  jurisdiction  over
such recipient or a person or institution  otherwise  having the legal authority
under State law for the care and control of such recipient.  The receipt by such
person  or  institution  of any  such  payments  shall be  complete  acquittance
therefore,  and any such  payment to the extent  thereof,  shall  discharge  the
liability of the Trust for the payment of benefits hereunder to such recipient.

10.05.  Information between 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.


Article 11. Plan Administration.

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

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

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

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


                                       11

<PAGE>

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

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

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

     (g) To authorize the payment of benefits;

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

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

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

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

11.03.  Claims and Review Procedures.

     (a) Claims Procedure.  If any person believes he is being denied any rights
     or benefits  under the Plan,  such person may file a claim in writing  with
     the  Administrator.  If any such claim is wholly or partially  denied,  the
     Administrator  will  notify such  person of its  decision in writing.  Such
     notification  will  contain  (i)  specific  reasons  for the  denial,  (ii)
     specific reference to pertinent Plan provisions, (iii) a description of any
     additional  material or  information  necessary  for such person to perfect
     such  claim and an  explanation  of why such  material  or  information  is
     necessary,  and (iv)  information as to the steps to be taken if the person
     wishes to submit a request  for  review.  Such  notification  will be given
     within 90 days after the claim is received by the  Administrator (or within
     180  days,  if  special  circumstances  require  an  extension  of time for
     processing  the  claim,  and  if  written  notice  of  such  extension  and
     circumstances is given to such person within the initial 90-day period). If
     such  notification  is not given  within  such  period,  the claim  will be
     considered  denied as of the last day of such  period  and such  person may
     request a review of his claim.

     (b)  Review  Procedure.  Within  60 days  after  the date on which a person
     receives a written notice of a denied claim (or, if  applicable,  within 60
     days after the date on which such denial is considered  to have  occurred),
     such person (or his duly authorized  representative) may (i) file a written
     request  with the  Administrator  for a review of his  denied  claim and of
     pertinent  documents  and (ii) submit  written  issues and  comments to the
     Administrator. The Administrator will notify such person of its decision in
     writing.  Such  notification  will be written in a manner  calculated to be
     understood  by such  person  and  will  contain  specific  reasons  for the
     decision as well as specific  references to pertinent Plan provisions.  The
     decision on review will be made within 60 days after the request for review
     is  received  by  the   Administrator  (or  within  120  days,  if  special
     circumstances require an extension of time for processing the request, such
     as an


                                       12

<PAGE>

     election by the  Administrator to hold a hearing,  and if written notice of
     such extension and circumstances is given to such person within the initial
     60-day  period).  If the decision on review is not made within such period,
     the claim will be considered denied.

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


                                       13

<PAGE>

                                TRUST AGREEMENT
                                    Between

                     Fair, Isaac and Company, Incorporated
                                   [Sponsor]


                                      and


                       FIDELITY MANAGEMENT TRUST COMPANY
                                   [Trustee]




                                                    Dated as of November 1, 1994

                                 IMPORTANT NOTE

This Trust Agreement may only be used in conjunction with the  CORPORATEpIan for
Retirement Select Plan Adoption  Agreement and Basic Plan Document.  An Employer
may not rely solely on said  documents to ensure that the Plan is "unfunded  and
maintained  primarily for the purpose of providing  deferred  compensation  to a
select group of  management  or highly  compensated  employees"  and exempt from
parts 2 through 4 of Title I of the Employee  Retirement  Income Security Act of
1974 with respect to the Employer's  particular  situation.  Fidelity Management
Trust  Company,  its  affiliates  and  employees  may not provide you with legal
advice in connection  with the execution of this document.  This document should
be reviewed by your attorney and or accountant prior to execution.

<PAGE>

                               TABLE OF CONTENTS

Section                                                                     Page

l.Trust 1
        (a) Establishment .................................................    1
        (b) Grantor Trust .................................................    1
        (c) Trust Assets ..................................................    1
        (d) Non-Assignment ................................................    1

2. Payments to Sponsor ....................................................    2

3. Disbursements ..........................................................    2
        (a) Directions from Administrator .................................    2
        (b) Limitations ...................................................    2

4. Investment of Trust ....................................................    2
        (a) Selection of Investment Options ...............................    2
        (b) Available Investment Options ..................................    2
        (c) Investment Direction ..........................................    3
        (d) Mutual Funds ..................................................    3
        (e) Trustee Powers ................................................    4

5. Recordkeeping and Administrative Services to be Performed ..............    5
        (a) General .......................................................    5
        (b) Accounts ......................................................    5
        (c) Inspection and Audit ..........................................    5
        (d) Effect of Plan Amendment ......................................    5
        (e) Returns, Reports and Information ..............................    6

6. Compensation and Expenses ..............................................    6

7. Directions and Indemnification .........................................    6
        (a) Identity of Administrator .....................................    6
        (b) Directions from Administrator .................................    6
        (c) Directions from Sponsor .......................................    6
        (d) Indemnification ...............................................    7
        (e) Survival ......................................................    7

8. Resignation or Removal if Trustee ......................................    7
        (a) Resignation ...................................................    7
        (b) Removal .......................................................    7

9. Successor Trustee ......................................................    7
        (a) Appointment ...................................................    7
        (b) Acceptance ....................................................    7
        (c) Corporate Action ..............................................    8

10. Termination ...........................................................    8

11. Resignation, Removal, and Termination Notices .........................    8

<PAGE>

12. Duration ..............................................................    8

13. Insolvency of Sponsor .................................................    8

14. Amendment or Modification .............................................    9

15. General ...............................................................   10
        (a) Performance by Trustee, its Agents or Affiliates ..............   10
        (b) Entire Agreement ..............................................   10
        (c) Waiver ........................................................   10
        (d) Successors and Assigns ........................................   10
        (e) Partial Invalidity ............................................   10
        (f) Section Headings ..............................................   10

16. Governing Law .........................................................   11
        (a) Massachusetts Law Controls ....................................   11
        (b) Trust Agreement Controls ......................................   11

<PAGE>

TRUST AGREEMENT,dated as of the 1st day of November 1994 between Fair, Isaac and
Company,  Incorporated  a  Delaware  corporation,  having an office at 120 North
Redwood Dr., San Rafael, CA 94903 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST
COMPANY,  a  Massachusetts  trust  company,  having an  office at 82  Devonshire
Street, Boston, Massachusetts 02109 (the "Trustee").

                                  WITNESSETH:

     WHEREAS,  the  Sponsor  is the  sponsor  of the  Fair,  Isaac  Supplemental
Retirement and Savings P1an (the "Plan"); and

     WHEREAS,  the  Sponsor  wishes to  establish  an  irrevocable  trust and to
contribute to the trust assets that shall be held therein, subject to the claims
of Sponsor's creditors in the event of Sponsor's Insolvency,  as herein defined,
until paid to Plan  participants  and their  beneficiaries in such manner and at
such times as specified in the Plan; and

     WHEREAS,  it is  the  intention  of  the  sponsor  that  this  Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement Income  Security Act of 1974
("ERISA"); and

     WHEREAS,  it is the intention of the Sponsor to make  contributions  to the
trust to provide  itself  with a source of funds to assist it in the  meeting of
its liabilities under the Plan; and

     WHEREAS,  the  trustee is willing  to hold and  invest the  aforesaid  plan
assets in trust among several investment options selected by the Sponsor; and

     WHEREAS, the Sponsor wishes to have the Trustee perform certain ministerial
recordkeeping and administrative functions under the Plan; and

     WHEREAS,  the  Employer or such other  individual  named in the Plan is the
Administrator of the plan; and

     WHEREAS, the Trustee is willing to perform recordkeeping and administrative
services for the Plan if the services are purely  ministerial  in nature and are
provided within a framework of plan provisions,  guidelines and  interpretations
conveyed in writing to the Trustee by the Administrator.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants and agreements  set forth below,  the Sponsor and the Trustee agree as
follows:

<PAGE>

SECTION 1.


1.Trust.


     (a) Establishment.

     The Sponsor hereby establishes a trust (hereinafter the "Trust"),  with the
     Trustee.  The Trust shall  consist of an initial  contribution  of money or
     other property  acceptable to the Trustee in its sole  discretion,  made by
     the Sponsor or  transferred  from a previous  trustee under the Plan,  such
     additional  sums of money as shall  from time to time be  delivered  to the
     Trustee  under  the Plan,  all  investments  made  therewith  and  proceeds
     thereof,  and all earnings and profits thereon,  less the payments that are
     made  by the  Trustee  as  provided  herein,  without  distinction  between
     principal and income. The Trustee hereby accepts the Trust on the terms and
     conditions  set forth in this  Agreement.  In  accepting  this  Trust,  the
     Trustee shall be accountable  for the assets received by it, subject to the
     terms and conditions of this Agreement.


     (b) Grantor Trust

     The Trust is  intended to be a grantor  trust,  of which the Sponsor is the
     grantor,  within the meaning of subpart E, part I, subchapter J, chapter 1,
     subtitle A of the Internal  Revenue Code of 1986, as amended,  and shall be
     construed accordingly.


     (c) Trust Assets.

     The principal of the Trust, and any earnings thereon shall be held separate
     and apart from other funds of the Sponsor and shall be used exclusively for
     the uses and purposes of Plan  participants and general creditors as herein
     set  forth.  Plan  participants  and  their  beneficiaries  shall  have  no
     preferred claim on, or any beneficial  ownership interest in, any assets of
     the Trust. Any rights created under the Plan and this Trust Agreement shall
     be mere  unsecured  contractual  rights  of  Plan  participants  and  their
     beneficiaries  against  the  Sponsor.  Any assets held by the Trust will be
     subject to the claims of the Sponsor's  general creditors under federal and
     state law in the event of Insolvency, as defined in Section 13(a).


     (d) Non-Assignment.

     Benefit payments to Plan participants and their beneficiaries  funded under
     this Trust may not be anticipated,  assigned  (either at law or in equity),
     alienated,  pledged,  encumbered, or subjected to attachment,  garnishment,
     levy, execution, or other legal or equitable process.

<PAGE>

SECTION 2.


2. Payments to Sponsor.

     Except as provided  under  Section  13, the Sponsor  shall have no right to
     retain or divert to others any of the Trust  assets  before all  payment of
     benefits  have  been  made  to the  participants  and  their  beneficiaries
     pursuant to the terms of the Plan.


SECTION 3.


3. Disbursements.


     (a) Directions from Administrator.

     The Trustee shall  disburse  monies to the Sponsor for benefit  payments in
     the amounts  that the  Administrator  directs from time to time in writing.
     The Trustee  shall have no  responsibility  to  ascertain  any  direction's
     compliance with the terms of the Plan or of any applicable law. The Trustee
     shall not be responsible for making benefit payments to participants  under
     the Plan, nor shall the Trustee be responsible  for any Social  Security or
     Federal, State or local income tax reporting or withholding with respect to
     such Plan benefits.


     (b) Limitations.

     The Trustee shall not be required to make any disbursement in excess of the
     net  realizable  value  of the  assets  of the  Trust  at the  time  of the
     disbursement. The Trustee shall not be required to make any disbursement in
     cash unless the  Administrator  has provided a written  direction as to the
     assets to be converted to cash for the purpose of making the disbursement.


SECTION 4.


4. Investment of Trust.


     (a) Selection of Investment Options.

     The Trustee  shall have no  responsibility  for the selection of investment
     options  under the Trust and  shall  not  render  investment  advice to any
     person in connection with the selection of such options.


     (b) Available Investment Options.

     In accordance  with Section 1.14 of the Plan,  the Sponsor shall direct the
     Trustee as to the investment  options  available  under the Trust provided,
     however,  that  the  Trustee  shall  not be  considered  a  fiduciary  with
     investment  discretion.  The Sponsor may add additional  investment options
     with the consent of the Trustee and upon amendment of the Plan.

                                       2
<PAGE>

     (c) Investment Direction.

     In order  to  provide  for an  accumulation  of  assets  comparable  to the
     contractual liabilities accruing under the Plan, the Sponsor may direct the
     Trustee in writing to invest the assets held in the Trust to  correspond to
     the hypothetical  investments  made for  Participants  under the Plan. Such
     directions  may be  made  by  Plan  participants  by  use of the  telephone
     exchange  system  maintained for such purposes by the Trustee or its agent.
     In the event that the Trustee falls to receive a proper  direction from the
     Sponsor or from  Participants,  the assets in question shall be invested in
     Fidelity Retirement Money Market Fund, or such other fund designated by the
     Sponsor for this purpose, until the Trustee receives a proper direction.


     (d) Mutual Funds.

     The Sponsor  hereby  acknowledges  that it has received  from the Trustee a
     copy of the  prospectus  for each Mutual Fund  selected by the Sponsor as a
     Plan investment  option.  Trust investment in Mutual Funds shall be subject
     to the following limitations:

          (i) Execution of Purchases and Sales.

     Purchase and sales of Mutual Funds (other than for Exchanges) shall be made
     on the date on which the  Trustee  receives  from the Sponsor in good order
     all  information  and  documentation  necessary to  accurately  effect such
     purchases and sales (or in the case of a purchase,  the subsequent  date on
     which the Trustee has received a wire  transfer of funds  necessary to make
     such  purchase).  Exchanges  of  Mutual  Funds  shall  be made on the  same
     business  day that the  Trustee  receives a proper  direction  if  received
     before 4:00 p.m. eastern time; if the direction is received after 4:00 p.m.
     eastern time, the exchange shall be made the following day.

          (ii) Voting.

     At the time of  mailing of notice of each  annual or special  stockholders'
     meeting of any Mutual Fund, the Trustee shall send a copy of the notice and
     all proxy solicitation materials to each Plan participant who has shares of
     the Mutual  Fund  credited to the  participants  account,  together  with a
     voting  direction  form for  return to the  Trustee  or its  designee.  The
     participant  shall have the right to direct the Trustee as to the manner in
     which the  Trustee  is to vote the  shares  credited  to the  participant's
     accounts (both vested and  unvested).  The Trustee shall vote the shares as
     directed by the participant. The Trustee shall not vote shares for which it
     has received no directions  from the  participant.  During the  participant
     recordkeeping reconciliation  ("transition") period, the Sponsor shall have
     the right to direct the Trustee as to the manner in which the Trustee is to
     vote the  shares of the  Mutual  Funds in the  Trust.  With  respect to all
     rights  other  than  the  right to  vote,  the  Trustee  shall  follow  the
     directions of the participant  and if no such directions are received,  the
     directions  of the  Sponsor.  The  Trustee  shall  have no duty to  solicit
     directions from participants or the Sponsor.

                                        3

<PAGE>

     (e) Trustee Powers.

     The Trustee shall have the following powers and authority:

                  (i) Subject to  paragraphs  (b),(c) and (d) of this Section 4,
     to sell, exchange,  convey,  transfer, or otherwise dispose of any property
     held in the Trust,  by private  contract  or at public  auction.  No person
     dealing with the Trustee  shall be bound to see to the  application  of the
     purchase  money or other  property  delivered  to the Trustee or to inquire
     into the  validity,  expediency,  or  propriety  of any such  sale or other
     disposition.

                  (ii) To cause any securities or other property held as part of
     the Trust to be registered in the Trustee's own name, in the name of one or
     more of its nominees, or in the Trustee's account with the Depository Trust
     Company of New York and to hold any  investments  in bearer  form,  but the
     books and  records  of the  Trustee  shall at all times  show that all such
     investments are part of the Trust.

                  (iii)  To  keep  that  portion  of the  Trust  in cash or cash
     balances as the Sponsor or Administrator may, from time to time, deem to be
     in the best interest of the Trust.

                  (iv) To make,  execute,  acknowledge,  and deliver any and all
     documents  of transfer  or  conveyance  and to carry out the powers  herein
     granted.

                  (v) To  settle,  compromise,  or  submit  to  arbitration  any
     claims,  debts, or damages due to or arising from the Trust; to commence or
     defend suits or legal or administrative proceedings; to represent the Trust
     in all  suits  and  legal  and  administrative  hearings;  and  to pay  all
     reasonable  expenses  arising from any such  action,  from the Trust if not
     paid by the Sponsor.

                  (vi)  To  employ  legal,   accounting,   clerical,  and  other
     assistance  as may be  required  in  carrying  out the  provisions  of this
     Agreement and to pay their reasonable  expenses and  compensation  from the
     Trust if not paid by the Sponsor.

                  (vii) To do all other acts although not specifically mentioned
     herein, as the Trustee may deem necessary to carry out any of the foregoing
     powers and the purposes of the Trust.

          Notwithstanding  any powers granted to Trustee  pursuant to this Trust
     Agreement or to applicable law, Trustee shall not have any power that could
     give this trust the  objective  of carrying on a business  and dividing the
     gains therefrom,  within the meaning of Section 301.7701-2 of the Procedure
     and Administrative Regulations promulgated pursuant to the Internal Revenue
     Code.

                                        4

<PAGE>

SECTION 5.


5. Recordkeeping and Administrative Services to be Performed


     (a) General

     The Trustee shall perform those recordkeeping and administrative  functions
     described in the CORPORATEplan for Retirement Select Plan Service Agreement
     between the The Trustee and the Sponsor ("Service Agreement").


     (b) Accounts.

     The Trustee  shall keep  accurate  accounts of all  investments,  receipts,
     disbursements,  and other transactions hereunder and shall report the value
     of the assets held in the Trust as of the last day of each  fiscal  quarter
     of the Plan and,  if not on the last day of a fiscal  quarter,  the date on
     which the  Trustee  resigns or is removed as  provided in Section 8 of this
     Agreement  or is  terminated  as  provided  in Section  10 (the  "Reporting
     Date").  Within  thirty(30)  days  following  each Reporting Date or within
     sixty (60) days in the case of a Reporting  date caused by the  resignation
     or  removal of the  Trustee,  or the  termination  of this  Agreement,  the
     Trustee shall file with the  Administrator  a written account setting forth
     all investments,  receipts,  disbursements, and other transactions effected
     by the Trustee between the Reporting Date and the prior Reporting Date, and
     setting  forth the value of the Trust as of the Reporting  date.  Except as
     otherwise  required  under  applicable  Law, upon the  expiration of six(6)
     months from the date of filing such  account  with the  Administrator,  the
     Trustee  shall have no liability or further  accountability  to anyone with
     respect to the propriety of its acts or transactions shown in such account,
     except with  respect to such acts or  transactions  as to which the Sponsor
     shall  within  such  six(6)  month  period  file with the  Trustee  written
     objections.


     (c) Inspection and Audit

     All records  generated by the Trustee in accordance with  paragraphs(a) and
     (b) shall be open to inspection  and audit,  during the  Trustee's  regular
     business  hours  prior  to  the  termination  of  this  Agreement,  by  the
     Administrator  or any  person  designated  by the  Administrator.  Upon the
     resignation or removal of the Trustee or the termination of this Agreement,
     the  Trustee  shall  provide  to the  Administrator,  at no  expense to the
     Sponsor, in the format regularly provided to the Administrator, a statement
     of  each  participant's  accounts  as  of  the  resignation,   removal,  or
     termination,  and the Trustee  shall  provide to the  Administrator  or the
     Plan's new  recordkeeper  such further  records as are  reasonable,  at the
     Sponsor's expense.


     (d) Effect of Plan Amendment

     The Trustee's  provision of the recordkeeping and  administrative  services
     set forth in this Section 5 shall be conditioned on the Sponsor  delivering
     to  the  Trustee  a  copy  of  any   amendment  to  the  Plan  as  soon  as
     administratively  feasible following the amendment's  adoption,  and on the
     Administrator  providing  the  Trustee  on a  timely  basis  with  all  the
     information  the  Administrator  deems necessary for the Trustee to perform
     the recordkeeping and administrative services and such other information as
     the Trustee may  reasonably  request.

                                        5

<PAGE>

     (e) Returns, Reports and Information

     The  Administrator  shall be responsible  for the preparation and filing of
     all returns,  reports, and information required of the Trust or Plan by law
     including but not limited to any annual  fiduciary tax return.  The Trustee
     shall provide the Administrator  with such information as the Administrator
     may reasonably request to make these filings.  The Administrator shall also
     be responsible for making any disclosures to participants required by law.


SECTION 6.


6. Compensation and Expenses.

     As  consideration  for its  services,  the Trustee shall be entitled to the
     fees  computed and billed in  accordance  with the Service  Agreement.  All
     expenses  of  the  Trustee   relating   directly  to  the  acquisition  and
     disposition of investments constituting part of the Trust, and all taxes of
     any kind whatsoever that may be levied or assessed under existing or future
     laws upon or in  respect  of the Trust or the  income  thereof,  shall be a
     charge against and paid from the appropriate Plan participants' accounts


SECTION 7.


7. Directions and Indemnification


     (a) Identity of Administrator.

     The  Trustee  shall be fully  protected  in  relying  on the fact  that the
     Administrator  under the Plan is the  individual  or persons  named as such
     above or such other  individuals  or persons as the  Sponsor may notify the
     Trustee in writing.


     (b) Directions from Administrator.

     Whenever  the  Administrator  provides a   direction  to the  Trustee,  the
     Trustee  shall not be  liable  for any  loss,  or by reason of any  breach,
     arising from the  direction if the  direction is contained in a writing (or
     is oral and  immediately  confirmed  in written)  signed by any  individual
     whose name and signature have been submitted (and not withdrawn) in writing
     to the Trustee in the Service  Agreement  provided  the Trustee  reasonably
     believes the signature of the individual to be genuine.  Such direction may
     be  made  via  EDT  in  accordance  with   procedures   agreed  to  by  the
     Administrator and the Trustee; provided, however, that the Trustee shall be
     fully protected in relying on such direction as if it were a direction made
     in writing by the  Administrator.  The Trustee shall have no responsibility
     to ascertain any direction's  (i) accuracy,  (ii) compliance with the terms
     of the Plan or any  applicable  law,  or (iii)  effect for tax  purposes or
     otherwise.


     (c) Directions from Sponsor

     The  Trustee  shall  not be  liable  for any  loss  which  arises  from the
     Sponsor's  exercise  or non-exercise  of  rights  under  Section 4 over the
     assets in a participant's account.

                                        6

<PAGE>

     (d) Indemnification.

     The  Sponsor  shall  indemnify  the Trustee  against,  and hold the Trustee
     harmless  from, any and all loss,  damage,  penalty,  liability,  cost, and
     expense,  including  without  limitation,  reasonable  attorneys'  fees and
     disbursements,  that may be incurred by, imposed upon, or asserted  against
     the Trustee by reason of any claim,  regulatory  proceeding  or  litigation
     arising from any act done or omitted to be done by any individual or person
     with respect to the Plan or Trust,  excepting only any and all loss,  etc.,
     arising solely from the Trustee's negligence or bad faith.


     (e) Survival.

     The  provisions  of this Section 7 shall  survive the  termination  of this
     Agreement.


SECTION 8.


8. Resignation or Removal if Trustee.

     (a) Resignation.

     The Trustee may resign at any time upon sixty  (60)days'  notice in writing
     to the  Sponsor,  unless a shorter  period of notice is agreed  upon by the
     Sponsor.


     (b) Removal.

     The Sponsor may remove the Trustee at any time upon sixty(60)  days' notice
     in writing to the Trustee, unless a shorter period of notice is agreed upon
     by the Trustee.


SECTION 9.


9. Successor Trustee.


     (a) Appointment

     If the office of Trustee becomes vacant for any reason,  the Sponsor may in
     writing  appoint a successor  trustee under this  Agreement.  The successor
     trustee  shall have all of the  rights,  powers,  privileges,  obligations,
     duties,  liabilities,  and  immunities  granted to the  Trustee  under this
     Agreement.  The  successor  trustee and  predecessor  trustee  shall not be
     liable for the acts or omissions of the other with respect to the Trust.


     (b) Acceptance.

     When the successor  trustee accepts its  appointment  under this Agreement,
     title to and possession of the Trust assets shall  immediately  vest in the
     successor trustee without any further action on the part of the predecessor
     trustee.  The predecessor  trustee shall execute all instruments and do all
     acts that  reasonably  may be necessary or  reasonably  may be requested in
     writing by the Sponsor or the successor  trustee to vest title to all Trust
     assets in the  successor  trustee  or to  deliver  all Trust  assets to the
     successor trustee.

                                        7

<PAGE>

     (c) Corporate Action.

     Any successor of the Trustee or successor trustee, through sale or transfer
     of the business or trust department of the Trustee or successor trustee, or
     through   reorganization,   consolidation,   or  merger,   or  any  similar
     transaction,  shall,  upon  consummation  of the  transaction,  become  the
     successor trustee under the Agreement.


SECTION 10.


10.  Termination.

     This Agreement may be terminated at any time by the Sponsor upon sixty (60)
     days' notice in writing to the Trustee.  On the date of the  termination of
     this Agreement,  the Trustee shall  forthwith  transfer and deliver to such
     individual  or entity as the Sponsor shall  designate,  all cash and assets
     then  constituting the Trust. If, by the termination  date, the Sponsor has
     not  notified  the Trustee in writing as to whom the assets and cash are to
     be transferred and delivered,  the Trustee may bring an appropriate  action
     or  proceeding  for  leave to  deposit  the  assets  and cash in a court of
     competent jurisdiction.  The Trustee shall be reimbursed by the Sponsor for
     all costs and  expenses  of the  action or  proceeding  including,  without
     limitation, reasonable attorneys' fees and disbursements.


SECTION 11.


11. Resignation, Removal, and Termination Notices.

     All notices of resignation,  removal,  or termination  under this Agreement
     must be in  writing  and  mailed to the party to which the  notice is being
     given by certified or registered  mail,  return receipt  requested,  to the
     Sponsor at the  address  designated  in the Service  Agreement,  and to the
     Trustee at the  afore-mentioned  address or to such other  addresses as the
     parties have notified each other of in the foregoing manner.


SECTION 12.


12. Duration.

     This Trust shall  continue  in effect  without  limit as to time,  subject,
     however,  to the  provisions  of  this  Agreement  relating  to  amendment,
     modification, and termination thereof


SECTION 13.


13. Insolvency of Sponsor

          (a) Trustee shall cease  disbursement of funds for payment of benefits
     to Plan  participants and their  beneficiaries if the Sponsor is Insolvent.
     Sponsor  shall  be  considered  "Insolvent"  for  purposes  of  this  Trust
     Agreement  if (i)  Sponsor is unable to pay its debts as they become due or
     (ii)  Sponsor  is  subject to a pending  proceeding  as a debtor  under the
     United States Bankruptcy Code.

                                        8

<PAGE>

          (b) All times during the continuance of this Trust,  the principal and
     income of the Trust shall be subject to claims of general  creditors of the
     Sponsor under federal and state Law as set forth below.

                  (i) The Board of Directors and the Chief Executive  Officer of
     the Sponsor  shall have the duty to inform  Trustee in writing of Sponsor's
     Insolvency. If a person claiming to be a creditor of the Sponsor alleges in
     writing  to  trustee  that  Sponsor  has become  Insolvent,  Trustee  shall
     determine  whether  Sponsor is Insolvent  and pending  such  determination,
     Trustee  shall  discontinue  disbursements  for payment of benefits to Plan
     participants or their beneficiaries.

                  (ii)  Unless   Trustee  has  actual   knowledge  of  Sponsor's
     Insolvency,  or has received notice from Sponsor or a person claiming to be
     a creditor  alleging that Company is Insolvent,  Trustee shall have no duty
     to inquire whether Sponsor is Insolvent.  Trustee may in all events rely on
     such evidence concerning  Sponsor's solvency as may be furnished to Trustee
     and  that   provides   Trustee  with  a  reasonable   basis  for  making  a
     determination concerning Sponsor's solvency.

                  (iii) If any time  Trustee  has  determined  that  Sponsor  is
     Insolvent,  Trustee shall  discontinue  disbursements  for payments to Plan
     participants or their  beneficiaries and shall hold the assets of the Trust
     for the  benefit  of  Sponsor's  general  creditors.  Nothing in this Trust
     Agreement  shall in any way  diminish  any rights of Plan  participants  or
     their  beneficiaries to pursue their rights as general creditors of Sponsor
     with respect to benefits due under the Plan or otherwise.

                  (iv)  Trustee  shall  resume  disbursement  for the payment of
     benefits to Plan  participants  or their  beneficiaries  in accordance with
     Section 2 of this Trust  Agreement only after Trustee has  determined  that
     Sponsor is not Insolvent (or is no longer Insolvent).


          (c) Provided that there are sufficient assets, if Trustee discontinues
     the  payment  of  benefits  from  the  Trust  pursuant  to (a)  hereof  and
     subsequently  resumes  such  payments,  the first  payment  following  such
     discontinuance  shall include the  aggregate  amount of all payments due to
     Plan  participants or their  beneficiaries  under the terms of the Plan for
     the  period  of such  discontinuance,  less  the  aggregate  amount  of any
     payments made to Plan  participants  or their  beneficiaries  by Sponsor in
     lieu of the  payments  provided  for  hereunder  during any such  period of
     discontinuance.


SECTION 14.


14.  Amendment or Modification

     This agreement may be amended or modified at any time and from time to time
     only by an instrument executed by both the Sponsor and the Trustee.

                                        9

<PAGE>

SECTION 15.


15. General


     (a) Performance by Trustee, its Agents or Affiliates

     The sponsor  acknowledges  and authorizes  that the services to be provided
     under  this  Agreement  shall be  provided  by the  Trustee,  its agents or
     affiliates, including Fidelity Investments Institutional Operations Company
     or its  successor,  and  that  certain  of such  services  may be  provided
     pursuant to one or more other contractual agreements or relationships.


     (b) Entire Agreement.

     This  Agreement  contains  all of the terms agreed upon between the parties
     with respect to the subject matter hereof.


     (c) Waiver

     No waiver by either  party of any  failure or refuse all to comply  with an
     obligation  hereunder  shall be deemed a waiver of any other or  subsequent
     failure or refusal to so comply.


     (d) Successors and Assigns


     The  stipulations  in this  Agreement  shall inure to the benefit  of:, and
     shall bind, the successors and assigns of the respective parties.

     (e) Partial Invalidity.

     If any term or provision of this  Agreement or the  application  thereof to
     any   person  or   circumstances   shall  to  any   extent  be  invalid  or
     unenforceable,  the remainder of this Agreement, or the application of such
     term or provision to persons or circumstances  other than those as to which
     it is held invalid or  unenforceable,  shall not be affected  thereby,  and
     each term and provision of this Agreement shall be valid and enforceable to
     the fullest extent permitted by law.


     (f) Section Headings.

     The heading of the various  sections and subsections of this Agreement have
     been inserted only for the purposes of convenience and are not part of this
     Agreement and shall not be deemed in any manner to modify,  explain, expand
     or restrict any of the provision of this Agreement.

                                       10

<PAGE>

SECTION 16.


16.     Governing Law.


     (a) Massachusetts Law Controls.

     This Agreement is being made in the Commonwealth of Massachusetts,  and the
     Trust  shall  be  administered  as a  Massachusetts  trust.  The  validity,
     construction, effect and administration of this Agreement shall be governed
     by and  interpreted  in  accordance  with the laws of the  Commonwealth  of
     Massachusetts, except to the extent those laws are superseded under Section
     514 of ERISA.


     (b) Trust Agreement Controls.

     The  Trustee is not a party to the Plan,  and in the event of any  conflict
     between the  provisions of the Plan and the  provisions of this  Agreement,
     the provisions of this Agreement shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.


                                                          [SPONSOR]
Attest:  Peri Sarganis                       By  John C. Waller
       ---------------------------              ------------------------------
       [Title) Assistant Secretary                  [Title) Vice President


                                             FIDELITY MANAGEMENT TRUST
                                             COMPANY
                                             [TRUSTEE)


                                             By  Wayne C. Isaacs
                                               -------------------------------
                                                    [Title}
                                                 Legal Counsel/
                                                 Authorized Signatory

                                       11