ADOPTION AGREEMENT ARTICLE 1

ADOPTION AGREEMENT
ARTICLE 1

EXHIBIT 10.20

1.01 PLAN INFORMATION

(a) Name of Plan:
This is the Fair, ▇▇▇▇▇ Supplemental Retirement and
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Savings Plan Plan (the "Plan").
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(b) Name of Plan Administrator, if not the Employer:

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Address:
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Phone Number:
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The Plan Administrator is the agent for service of legal process
for the Plan.

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

(1) [X] Effective Date of new Plan: 11/1/94
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(2) [ ] Amendment Effective Date:
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The original effective date of the Plan: 11/1/94
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1.02 EMPLOYER

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

Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Contact's Name: ▇▇▇▇ ▇▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇

(1) Employer's Tax Identification Number: ▇▇-▇▇▇▇▇▇▇

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

(A) [X] Corporation

(B) [ ] Sole proprietor or partnership

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

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.

(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.

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.

(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.

(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.

(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.

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.

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):___________________________

___________________________

(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.

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.

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.

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, ▇▇▇▇▇ and Company, Incorporated
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By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Title Vice President and Secretary
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Employer Fair, ▇▇▇▇▇ and Company, Incorporated
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By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇

Title Vice President, Human Resources
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Attachment A

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

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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇.
De Kerchove, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, 0. ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.

Employer Fair, ▇▇▇▇▇ and Company, Incorporated
--------------------------------------

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇

Title Vice President, Human Resources
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Date October 6, 1994
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Note: The Employer must revise Attachment A to add employees as they become
eligible or delete employees who are no longer eligible.

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.

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

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

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.

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;

(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.

(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.

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.

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.

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.

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).

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.

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 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;

(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

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.

TRUST AGREEMENT
Between

Fair, ▇▇▇▇▇ 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.

TABLE OF CONTENTS

Section Page

▇.▇▇▇▇▇ 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

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

TRUST AGREEMENT,dated as of the 1st day of November 1994 between Fair, ▇▇▇▇▇ and
Company, Incorporated a Delaware corporation, having an office at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Sponsor"), and FIDELITY MANAGEMENT TRUST
COMPANY, a Massachusetts trust company, having an office at ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Trustee").

WITNESSETH:

WHEREAS, the Sponsor is the sponsor of the Fair, ▇▇▇▇▇ 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:

SECTION 1.

▇.▇▇▇▇▇.

(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.

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.

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.

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.

(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.

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.

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.

(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.

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.

(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.

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.

(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.

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.

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.

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: ▇▇▇▇ ▇▇▇▇▇▇▇▇ By ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ------------------------------
[Title) Assistant Secretary [Title) Vice President

FIDELITY MANAGEMENT TRUST
COMPANY
[TRUSTEE)

By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
[Title}
Legal Counsel/
Authorized Signatory

ADOPTION AGREEMENT ARTICLE 1

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