ADOPTION AGREEMENT

1.01

PREAMBLE

a.

x adopts a new plan as of September 1, 2005 [month, day, year]

b.

o amends and restates its existing plan as of ____________ [month, day, year] which is the Amendment Restatement
    Date.

1.02

PLAN

1.03

PLAN SPONSOR

1.04

EMPLOYER

Entity

Publicly Traded Corporation

Yes

No

r

x

r

x

r

r

r

r

r

r

r

r

1.05

ADMINISTRATOR

The Employer has designated the following to be responsible for the Administration of the Plan:

Executive Vice President, Human Resources

Note :

The Administrator is the person or persons designated by the Employer to be responsible for the administration of the Plan. This is not Fidelity Investments Institutional Operations Company, Inc. nor any other Fidelity affiliate.

2.01

PARTICIPATION

i.

x  

Eligible Employees are selected by the Employer as identified in Appendix C which may be periodically updated by the Employer.

ii.

o   

Eligible Employees are those employees of the Employer who satisfy the following criteria:

b.

r   Directors

a.

x

b.

r Compensation as defined in ____________________ _________________________ [insert name of qualified plan]
    without regard to the limitation captured in Section 401(a)(17) of the Code for such Plan Year:

c.

r Director Compensation shall have the meaning specified in Section 2.9 except that:

d.

r Compensation shall, for all Plan purposes, be limited to $_______________.

Will be treated as Performance

Type

Based Compensation

Yes
x

No
r

r

r

Will be treated as Performance

Type

Based Compensation

r

r

r

r

r

r

4.01

PARTICIPANT CONTRIBUTIONS

i.

Compensation Other than Bonuses (for each type of remuneration listed, complete “dollar amount” or “percentage amount,” but not both))

Dollar Amount

% Amount

Type of Remuneration

Min

Max

Min

Max

Increment

ii.

Bonuses (choose one)

Dollar Amount

% Amount

Type of Bonus

Min

Min

Min

Max

Increment

1

%

90

%

iii.

Compensation (do not complete if you completed i. and ii.)

Dollar Amount

% Amount

Min

Max

Min

Max

Increment

iv.

Director Compensation

Dollar Amount

% Amount

Type of Compensation

Min

Min

Min

Max

Increment

b.

Election Period

ii.

Newly Eligible Participants

5.01

EMPLOYER CONTRIBUTIONS

i.

Amount

(A)

r _________ [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year

(B)

r An amount determined by the Employer in its sole discretion

(C)

r Matching Contributions for each Participant shall be limited to $_________ and/or _________% of Compensation.

(D)

r Other:

ii.

Eligibility for Matching Contribution

(A)

r Is employed on the last day of the Plan Year

(B)

r Completes _________ [insert number] of hours of service during the Plan Year

(C)

r Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions

(D)

r No requirements

(E)

r Other

iii.

Time of Allocation

(A)

r As of the last day of the Plan Year

(B)

r At such times as the Employer shall determine in it sole discretion

(C)

r At the time the Compensation on account of which the Matching Contribution is being made would
    otherwise have been paid to the Participant

(D)

r Other:

b.

Other Contributions

(A)

r An amount equal to ____________ [insert number] % of the Participant’s Compensation

(B)

r An amount determined by the Employer in its sole discretion

(C)

r Contributions for each Participant shall be limited to $_________

(D)

r Other:

ii.

Eligibility for Other Contributions

(A)

r Describe requirements:

(B)

r Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(C)

r No requirements

(A)

r As of the last day of the Plan Year

(B)

r At such time or times as the Employer shall determine in its sole discretion

(C)

r Other:

6.01

DISTRIBUTIONS

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement.

(i)

x

As soon as administratively practicable

(ii)

r

Monthly on specified day __________________ (insert day)

(iii)

r

Annually on specified month and day __________________ (insert month and day)

(iv)

r

Calendar quarter on specified day __________________ (insert day)

A six month delay for certain distributions to Key Employees of publicly traded companies will apply.

  b.

In addition to the distributions that will occur under the terms of the Plan (e.g., upon death or disability or six months from a separation from service), distributions can occur upon the following Distribution Events (If multiple events are chosen, the earliest to occur will trigger payment.)

Lump Sum

Installments

(i)

x

Specified Date [5 years, 10 years or 15 
years from end of deferral period]

X

___ years to ___ years

(ii)

r

Specified Age

___ years to ___ years

(iii)

r

Separation from Service

___ years to ___ years

(iv)

r

Separation from Service plus 6 months

___ years to ___ years

(v)

r

Separation from Service plus ___ months (not to exceed ___ months)

___ years to ___ years

(vi)

r

Retirement

___ years to ___ years

(vii)

r

Retirement plus 6 months

___ years to ___ years

(viii)

r

Retirement plus ___ months (not to exceed ___ months)

___ years to ___ years

(ix)

r

Later of Separation from Service or Specified Age

___ years to ___ years

(x)

r

Later of Separation from Service or Specified Date

___ years to ___ years

(xi)

r

Later of Retirement or Specified Age

___ years to ___ years

(xii)

r

Later of Retirement or Specified Date

___ years to ___ years

(xiii)

r

Disability

___ years to ___ years

Lump Sum

Installments

(xiv)

r

Death

___ years to ___ years

(xv)

r

Change in Control

___ years to ___ years

c.

Specified Date and Specified Age elections may not commence beyond age ___.

d.

Separation from Service (if this is elected, do not select “Separation from Service” under b. above)

A Separation from Service override

A Separation from Service override provides that a Participant, whose Separation from Service occurs before Retirement, shall receive the vested amount credited to his Account as a lump sum payment.

e.

Involuntary Cashouts (Leave blank if not applicable)

(i)

r

If the Participant’s vested Account at the time of his Separation from Service does not exceed $____________(insert dollar amount) distribution of the vested Account shall automatically be made in the form of a single lump sum as soon as administratively practicable but in no event later than 60 days after the Separation of Service.

f.

Retirement

Retirement shall be defined as a Separation from Service that occurs on or after the Participant                                                                                                                                                                                                          (insert description of requirements)

g.

Redeferrals

A Participant

(i)

x

Shall

(ii)

r

Shall Not

be permitted to modify a scheduled distribution date in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification one(1) number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the redeferrals provision.

a.

Matching Contributions

The Participant’s vested interest in the amount credited to his Account attributable to Matching Contributions shall be based on the following schedule:

Vesting %

b.

Other Employer Contributions

The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following schedule:

Vesting %

c.

Acceleration of Vesting

A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: (select the ones that are applicable)

(i)

r

Death

(ii)

r

Disability

(iii)

r

Change in Control

(iv)

r

Eligibility for Retirement

(v)

r

Other: