TWEETER HOME ENTERTAINMENT GROUP INC
EX-10.17 DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>b37530twex10-17.txt
<DESCRIPTION>EX-10.17 DEFERRED COMPENSATION PLAN
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.17

                 The CORPORATE Plan for Retirement Select Plan

                               BASIC PLAN DOCUMENT
















                                 IMPORTANT NOTE

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


<PAGE>   2


                                   CPR SELECT
                               BASIC PLAN DOCUMENT

<TABLE>

<S>                                                                                                    <C>
Article 1. Adoption Agreement...........................................................................1


Article 2. Definitions..................................................................................1
                       -

   2.01. Definitions....................................................................................1

Article 3. Participation................................................................................7

   3.01. Date of Participation..........................................................................7
   3.02. Resumption of Participation Following Re employment............................................7
   3.03. Cessation or Resumption of Participation Following a Change in Status..........................7

Article 4. Contributions................................................................................7

   4.01. Deferral Contributions.........................................................................7
   4.02. Matching Contributions.........................................................................8
   4.03. Time of Making Employer Contributions..........................................................8

Article 5. Participants' Accounts.......................................................................8
                                  -

   5.01. Individual Accounts............................................................................8

Article 6. Investment of Contributions..................................................................8

   6.01. Manner of Investment...........................................................................8
   6.02. Investment Decisions...........................................................................8

Article 7. Right to Benefits............................................................................9

   7.01. Normal or Early Retirement.....................................................................9
   7.02. Death..........................................................................................9
   7.03. Other Termination of Employment................................................................9
   7.04. Separate Account..............................................................................10
   7.05. Forfeitures...................................................................................10
   7.06. Adjustment for Investment Experience..........................................................10
   7.07. Hardship Withdrawals..........................................................................10

Article 8. Distribution of Benefits Payable after Termination of Service...............................10

   8.01. Distribution of Benefits to Participants and Beneficiaries....................................10
   8.02. Determination of Method of Distribution.......................................................11
   8.03. Notice to Trustee.............................................................................11
   8.04. Time of Distribution..........................................................................11
</TABLE>

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<TABLE>
<S>                                                                                                   <C>
Article 9. Amendment and Termination...................................................................11

   9.01. Amendment by Employer.........................................................................11
   9.02. Retroactive Amendments........................................................................11
   9.03. Termination...................................................................................12
   9.04. Distribution upon Termination of the Plan.....................................................12

Article 10. Miscellaneous..............................................................................12

   10.01. Communication to Participants................................................................12
   10.02. Limitation of Rights.........................................................................12
   10.03. Nonalienability of Benefits..................................................................12
   10.04. Facility of Payment..........................................................................12
   10.05. Information between Employer and Trustee.....................................................12
   10.06. Notices......................................................................................13
   10.07. Governing Law................................................................................13

Article 11. Plan Administration........................................................................13

   11.01. Powers and Responsibilities of the Administrator.............................................13
   11.02. Nondiscriminatory Exercise of Authority......................................................14
   11.03. Claims and Review Procedures.................................................................14
   11.04. Costs of Administration......................................................................15

</TABLE>


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<PAGE>   4


                                    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



<PAGE>   5


     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 CORPORATE plan 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,


                                      -2-

<PAGE>   6
                    (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

                                      -3-

<PAGE>   7


          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.


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          (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

                                      -5-

<PAGE>   9


     receive no credit for any period of severance. 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.


                                      -6-

<PAGE>   10


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

Article 4. CONTRIBUTIONS.

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

                                      -7-

<PAGE>   11


Employer. In no circumstances may a salary reduction agreement be revoked
retroactively.

     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.

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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


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<PAGE>   13


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; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.05 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

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

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

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

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

         8.01. DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES.

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<PAGE>   14

          (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.

                                      -11-

<PAGE>   15


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

                                      -12-

<PAGE>   16


relating to the Plan and Trust as may be required by the other in order to carry
out their respective duties hereunder, including without limitation information
required under the Code or ERISA and any regulations issued or forms adopted
thereunder.

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

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

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

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

         10.07. GOVERNING LAW. The Plan and the accompanying Adoption
Agreement will be construed, administered and enforced according to ERISA, and
to the extent not preempted thereby, the laws of the Commonwealth of
Massachusetts.

Article 11. PLAN ADMINISTRATION.

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

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

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

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

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

                                      -13-


<PAGE>   17


          (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 I
     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

                                      -14-


<PAGE>   18


     (ii) submit written issues and comments to the Administrator. The
     Administrator will notify such person of its decision in writing. Such
     notification will be written in a manner calculated to be understood by
     such person and will contain specific reasons for the decision as well as
     specific references to pertinent Plan provisions. The decision on review
     will be made within 60 days after the request for review is received by the
     Administrator (or within 120 days, if special circumstances require an
     extension of time for processing the request, such as an election by the
     Administrator to hold a hearing, and if written notice of such extension
     and circumstances is given to such person within the initial 60-day
     period). If the decision on review is not made within such period, the
     claim will be considered denied.

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




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</TEXT>
</DOCUMENT>
