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                                                                   EXHIBIT 10.24





                  The CORPORATEplan for Retirement Select Plan

                                       of

                           Wynn's International, Inc.



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                                    PREAMBLE

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


ARTICLE 1. ADOPTION AGREEMENT.

ARTICLE 2. DEFINITIONS.

2.01 DEFINITIONS.

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

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

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

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

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

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

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



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                  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.

                  (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.



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

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

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

                           (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.



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

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

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

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

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

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



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                  (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.

                           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



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                  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.



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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.

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



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ARTICLE 5. PARTICIPANTS' ACCOUNTS.

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

ARTICLE 6. INVESTMENT OF CONTRIBUTIONS.

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

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

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

      (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.



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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.

         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 OR 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



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

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

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

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

ARTICLE 8. DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE.

8.01 DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES.

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

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



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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.

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.



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ARTICLE 10. MISCELLANEOUS.

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

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

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

10.04. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under State law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefor, 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 mail, first-class postage prepaid and registered or certified.

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

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



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<PAGE>   14

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;

      (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;



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<PAGE>   15

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

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


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