FIDELITY SECURITIES FUND, 485BPOS, 1995-09-14

FIDELITY SECURITIES FUND
485BPOS, 1995-09-14

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-93601)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 33 [X]
and
REGISTRATION STATEMENT (No. 811-4118)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [ ]
Fidelity Securities Fund
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b)
(x) on September 19, 1995 pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) on ( ) pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on ( ) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for a
previously filed
post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the Notice required by
such Rule before September 30, 1995.
FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Fund at a Glance; Who May Want to
c................................ Invest

3a.................................. Financial Highlights
..

*
b...................................
.

Performance
c,d.................................

4a Charter
i.................................

The Fund at a Glance; Investment Principles and
ii............................... Risks

Investment Principles and Risks
b...................................
.

Who May Want to Invest; Investment Principles and
c.................................... Risks

5a.................................. Charter
..

b Cover Page, The Fund at a Glance, Charter, Doing
i................................ Business with Fidelity

Charter
ii...............................

Expenses; Breakdown of Expenses
iii..............................

Charter
c....................................

Charter; Breakdown of Expenses
d...................................
.

Cover Page; Charter
e....................................

Expenses
f....................................

g Charter
(i)..............................

*
(ii).............................

5A................................. Performance
.

6a Charter
i................................

How to Buy Shares; How to Sell Shares; Transaction
ii................................ Details; Exchange Restrictions

Charter
iii...............................

Charter
b...................................
.

Transaction Details; Exchange Restrictions
c....................................

*
d...................................
.

Doing Business with Fidelity; How to Buy Shares;
e.................................... How to Sell Shares; Investor Services

f, Dividends, Capital Gains, and Taxes
g................................

7a.................................. Cover Page; Charter
..

Expenses; How to Buy Shares; Transaction Details
b...................................
.

*
c....................................

How to Buy Shares
d...................................
.

*
e....................................

f Breakdown of Expenses
...................................

8................................... How to Sell Shares; Investor Services; Transaction
.. Details; Exchange Restrictions

9................................... *
..

</TABLE>

* Not Applicable
FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10, 11.......................... Cover Page

12.................................. Description of the Trust
..

13a - Investment Policies and Limitations
c............................

Portfolio Transactions
d..................................

14a - Trustees and Officers
c............................

15a, *
b..............................

Trustees and Officers
c..................................

16a FMR, Portfolio Transactions
i................................

Trustees and Officers
ii..............................

Management Contract
iii.............................

Management Contract
b.................................

c, Contracts With FMR Affiliates
d.............................

e ........................... *

f........................... Distribution and Service Plan

g........................... *

Description of the Trust
h.................................

Contracts With FMR Affiliates
i.................................

17a - Portfolio Transactions
d............................

e.............................. *

18a................................ Description of the Trust
..

*
b.................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b.................................. Valuation of Portfolio Securities

*
c..................................

20.................................. Distributions and Taxes
..

21a,(i),(ii)..................... Contracts With FMR Affiliates

*
a(iii)..........................

Contracts With FMR Affiliates
b.................................

*
c.................................

22a............................... *

Performance
b.................................

23.................................. Financial Statements
..

</TABLE>

* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (SAI) dated September 19, 1995. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
DGF-pro-995
Dividend Growth is a growth fund. It seeks to increase the value of your
investment over the long term by investing mainly in equity securities of
companies that have the potential for dividend growth.
FIDELITY
DIVIDEND
GROWTH
FUND
PROSPECTUS
SEPTEMBER 19, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109

CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

KEY FACTS

THE FUND AT A GLANCE
GOAL: Capital appreciation (increase in the value of the fund's shares). As
with any mutual fund, there is no assurance that the fund will achieve its
goal.
STRATEGY: Invests mainly in equity securities of companies that have
the potential to increase their current dividend, or begin paying a
dividend.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the fund.
SIZE: As of July 31, 1995, the fund had over $464 million in assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who consider dividends to be an indication of
a company's growth potential. It is important to note that the fund
does not invest for income.
The value of the fund's investments will vary from day to day, and
generally reflect market conditions, interest rates, and other company,
political, or economic news. In the short-term, stock prices can fluctuate
dramatically in response to these factors. Over time, however, stocks have
shown greater growth potential than other types of securities. When you
sell your shares, they may be worth more or less than what you paid for
them. By itself, the fund does not constitute a balanced investment plan.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. Dividend
Growth Fund is in the
GROWTH category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(solid bullet) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(right arrow) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See page for more information about these fees.
Maximum sales charge on purchases and
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee
(for accounts under $2 , 500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee that varies based on its performance. It also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and financial reports. The fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the fund paid was used to reduce fund expenses.
Without this reduction, the total fund operating expenses would have
been 1.21%.
Management fee .71%

12b-1 fee None

Other expenses .48%

Total fund operating expenses 1.19
%

EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year $ 12

After 3 years $ 38

After 5 years $ 65

After 10 years $ 14
4

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of
expenses for portfolio
management, shareholder
statements, tax reporting, and
other services. These costs
are paid from the fund's
assets; their effect is already
factored into any quoted
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand L.L.P., independent accountants. Their
report on the financial statements and financial highlights is included in
the Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1.Years ended July 31 1993 E 1994F 1995

2.Net asset value, beginning of period $ 10.00 $ 10.80 $ 11.68

3.Income from Investment Operations

4. Net investment income (.01) .02 .05

5. Net realized and unrealized gain (loss) on .81 1.01 4.47
investments

6. Total from investment operations .80 1.03 4.52

7.Less Distributions

8. From net investment income -- (.01) (.01)

9. From net realized gain -- -- (.15)

10. In excess of net realized gain -- (.14) --

11. Total distributions -- (.15) (.16)

12.Net asset value, end of period $ 10.80 $ 11.68 $ 16.04

13.Total return B,C 8.00% 9.51% 39.14%

14.RATIOS AND SUPPLEMENTAL DATA

15.Net assets, end of period (000 omitted) $ 18,457 $ 72,355 $ 464,853

16.Ratio of expenses to average net assets 2.50% A 1.40% 1.19%
, D

17.Ratio of expenses to average net assets before 4.18% 1.43% 1.21%
expense reductions A

18.Ratio of net investment income to average net (.73)% .13% .78%
assets A

19.Portfolio turnover rate 90% 291% 162%
A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
E FROM APRIL 27, 1993 (COMMENCEMENT OF OPERATIONS) TO JULY 31, 1993
F EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from August 1 through July 31. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (S&P 500), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal period Past Life
ended 1 of
July 31, 1995 Year fund
A

Dividend 39.14 24.62
Growth % %

S&P 500 26.11 15.34
% %

Consumer 2.76 2.58
Price % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal period Past Life
ended 1 of
July 31, 1995 Year fund
A

Dividend 39.14 64.56
Growth % %

S&P 500 26.11 38.12
% %

Consumer 2.76 5.90
Price % %
Index

A FROM APRIL 27, 1993
EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on April 27, 1993. From that date through July 31, 1995, the fund's
total return was 64.56%. That $10,000 would have grown to $16,456 (the
initial investment plus 64.56% of $10,000).
$10,000 OVER LIFE OF FUND
Fiscal years 1993 1994 1995
Row: 1, Col: 1, Value: 10000.0
Row: 2, Col: 1, Value: 10150.0
Row: 3, Col: 1, Value: 10480.0
Row: 4, Col: 1, Value: 10700.0
Row: 5, Col: 1, Value: 10800.0
Row: 6, Col: 1, Value: 11550.0
Row: 7, Col: 1, Value: 11820.0
Row: 8, Col: 1, Value: 12080.0
Row: 9, Col: 1, Value: 11680.0
Row: 10, Col: 1, Value: 12171.52
Row: 11, Col: 1, Value: 12493.15
Row: 12, Col: 1, Value: 12302.18
Row: 13, Col: 1, Value: 11715.49
Row: 14, Col: 1, Value: 11786.37
Row: 15, Col: 1, Value: 11604.11
Row: 16, Col: 1, Value: 11310.46
Row: 17, Col: 1, Value: 11826.87
Row: 18, Col: 1, Value: 12616.68
Row: 19, Col: 1, Value: 12485.05
Row: 20, Col: 1, Value: 13041.96
Row: 21, Col: 1, Value: 12474.92
Row: 22, Col: 1, Value: 12691.18
Row: 23, Col: 1, Value: 12732.22
Row: 24, Col: 1, Value: 13142.6
Row: 25, Col: 1, Value: 13768.44
Row: 26, Col: 1, Value: 14404.54
Row: 27, Col: 1, Value: 14907.26
Row: 28, Col: 1, Value: 15728.03
Row: 29, Col: 1, Value: 16456.47
$
$16,456
EXPLANATION OF TERMS
UNDERSTANDING
PERFORMANCE
Because this fund invests in
stocks, its performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run.
(checkmark)
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
The S&P 500(registered trademark) is the Standard & Poor's Composite Index
of 500 Stocks, a widely recognized, unmanaged index of common stock prices.
The S&P 500 figures assume reinvestment of all dividends paid by stocks
included in the index. They do not, however, include any allowance for the
brokerage commissions or other fees you would pay if you actually invested
in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Growth Funds Average,
which currently reflects the performance of over 481 mutual funds with
similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 19 94
Dividend Growth 4.27
%
Competitive funds average
-2.17 %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
Row: 8, Col: 2, Value: nil
Row: 9, Col: 1, Value: nil
Row: 9, Col: 2, Value: nil
Row: 10, Col: 1, Value: 4.27
Row: 10, Col: 2, Value: -2.17
(large solid box) Dividend
Growth
(large hollow box) Competitive
funds
average
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
THE FUND IN DETAIL

CHARTER
DIVIDEND GROWTH FUND IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified goal. In technical
terms, the fund is currently a diversified fund of Fidelity Securities
Fund, an open-end management investment company organized as a
Massachusetts business trust on October 2, 1984.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, and Fidelity Management & Research (Far
East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Steven Wymer is manager of Dividend Growth, which he has managed since May
1995. Previously, he managed Select Automotive and Chemicals, and he
assisted on Magellan. Mr. Wymer joined Fidelity in 1989.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS CAPITAL APPRECIATION by investing primarily in companies
that FMR believes have the potential for dividend growth by either
increasing their dividends or commencing dividends, if none are currently
paid. FMR normally invests at least 65% of the fund's total assets in
equity securities of these companies.
The fund's strategy is based on the premise that dividends are an
indication of a company's financial health and companies that are
commencing or increasing their dividends have an enhanced potential for
capital growth. Although the fund uses income to evaluate its investments,
it is important to recognize that the fund does not invest for income.
The value of the fund's domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies, and general market and economic conditions.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
FMR may use various investment techniques to hedge a portion of the fund's
risks, but there is no guarantee that these strategies will work as FMR
intends. Also, as a mutual fund, the fund seeks to spread investment risk
by diversifying its holdings among many companies and industries. Of
course, when you sell your shares of the fund, they may be worth more or
less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR m ay employ
in pursuit of the fund's investment objective, and a summary of related
risks . A n y restrictions listed supplement those discussed
earlier in this section. A complete listing of the fund's limitations
and more detailed information about the fund's investments are contained in
the fund's SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Lower-quality debt securities (sometimes called "junk bonds") are
considered to have speculative characteristics and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness,
or they may already be in default. The market prices of these securities
may fluctuate more than higher-quality securities and may decline
significantly in periods of general economic difficulty.
RESTRICTIONS: Purchase of a debt security is consistent with the fund's
debt quality policy if it is rated at or above the stated level by Moody's
or rated in the equivalent categories by S&P, or is unrated but judged to
be of equivalent quality by FMR. The fund currently intends to limit its
investments in lower than Baa - quality debt securities to less
than 35% of its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related investments.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means
of earning income. This practice could result in a loss or a delay in
recovering the fund's securities. The fund may also lend money to other
funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks capital appreciation. With respect to 75% of total assets,
the fund may not invest more than 5% of its total assets in any one issuer
and may not own more than 10% of the outstanding voting securities of a
single issuer. The fund may not invest more than 25% of its total assets in
any one industry. The fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets. Loans, in
the aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well the fund has performed relative to
the S&P 500.
Manage = Ba +/- Performa
ment sic nce
fee fee adjustme
nt

THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing the
fund's performance to that of the S&P 500 over the most recent 36-month
period. The difference is translated into a dollar amount that is added to
or subtracted from the basic fee. The maximum annualized performance
adjustment rate is " .20%.
The total management fee rate for fiscal 1995 was .71 %.
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1995, the fund paid FSC fees equal to .34 % of its average net
assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a portion of the
commissions paid by the fund to reduce the fund's custodian or transfer
agent fees.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
The fund's annual portfolio turnover rate for fiscal 1995 was
162 %. This rate varies from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
YOUR ACCOUNT

DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, FBSI. Fidelity is also a leader
in providing tax-sheltered retirement plans for individuals investing on
their own or through their employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $ 320 billion
(solid bullet) Number of shareholder
accounts: over 21 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
These minimums may vary for investments through Fidelity Portfolio
Advisory Services. Refer to the product materials for details.

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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

Phone 1-800-544-777 (phone_graphic) (small solid bullet) Exchange from another (small solid bullet) Exchange from another
Fidelity fund account Fidelity fund account
with the same with the same
registration, including registration, including
name, address, and name, address, and
taxpayer ID number. taxpayer ID number.
(small solid bullet) Use Fidelity Money
Line to transfer from
your bank account. Call
before your first use to
verify that this service
is in place on your
account. Maximum
Money Line: $50,000.

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Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity
check payable to Dividend Growth Fund."
"Fidelity Dividend Indicate your fund
Growth Fund." Mail to account number on
the address indicated your check and mail to
on the application. the address printed on
your account statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

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In Person (hand_graphic) (small solid bullet) Bring your application (small solid bullet) Bring your check to a
and check to a Fidelity Fidelity Investor Center.
Investor Center. Call Call 1-800-544-9797 for
1-800-544-9797 for the the center nearest you.
center nearest you.

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Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity
Bank Routing Dividend Growth Fund"
#021001033, and include your
Account #00163053. account number and
Specify "Fidelity your name.
Dividend Growth Fund"
and include your new
account number and
your name.

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Automatically (automatic_graphic) (small solid bullet) Not available. (small solid bullet) Use Fidelity Automatic
Account Builder. Sign
up for this service
when opening your
account, or call
1-800-544-6666 to add
it.

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts).
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
ACCOUNT TYPE SPECIAL REQUIREMENTS

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Phone 1-800-544-777 (phone_graphic) All account types (small solid bullet) Maximum check request:
except retirement $100,000.
(small solid bullet) For Money Line transfers to
All account types your bank account; minimum:
$10; maximum: $100,000.
(small solid bullet) You may exchange to other
Fidelity funds if both
accounts are registered with
the same name(s), address,
and taxpayer ID number.

Mail or in Person (mail_graphic)(hand_graphic) Individual, Joint (small solid bullet) The letter of instruction must
Tenant, be signed by all persons
Sole Proprietorship required to sign for
, UGMA, UTMA transactions, exactly as their
Retirement account names appear on the
account.
(small solid bullet) The account owner should
Trust complete a retirement
distribution form. Call
1-800-544-6666 to request
one.
Business or (small solid bullet) The trustee must sign the
Organization letter indicating capacity as
trustee. If the trustee's name
is not in the account
registration, provide a copy of
the trust document certified
Executor, within the last 60 days.
Administrator, (small solid bullet) At least one person
Conservator, authorized by corporate
Guardian resolution to act on the
account must sign the letter.
(small solid bullet) Include a corporate
resolution with corporate seal
or a signature guarantee.
(small solid bullet) Call 1-800-544-6666 for
instructions.

Wire (wire_graphic) All account types (small solid bullet) You must sign up for the wire
except retirement feature before using it. To
verify that it is in place, call
1-800-544-6666. Minimum
wire: $5,000.
(small solid bullet) Your wire redemption request
must be received by Fidelity
before 4 p.m. Eastern time
for money to be wired on the
next business day.

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Check (check_graphic) All account types (small solid bullet) Minimum check: $500.
except retirement (small solid bullet) All account owners must sign
a signature card to receive a
checkbook.

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)

To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

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MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly or (small solid bullet) For a new account, complete the
quarterly appropriate section on the fund
application.
(small solid bullet) For existing accounts, call
1-800-544-6666 for an application.
(small solid bullet) To change the amount or frequency of
your investment, call 1-800-544-6666 at
least three business days prior to your
next scheduled investment date.

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DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

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<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Every pay (small solid bullet) Check the appropriate box on the fund
period application, or call 1-800-544-6666 for an
authorization form.
(small solid bullet) Changes require a new authorization
form.

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FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

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MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, (small solid bullet) To establish, call 1-800-544-6666 after
bimonthly, both accounts are opened.
quarterly, or (small solid bullet) To change the amount or frequency of
annually your investment, call 1-800-544-6666.

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A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in September and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the fund
and its investments and these taxes generally will reduce the fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY OR SELL SHARES OF THE FUND THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. Qualified recipients are securities dealers who have sold
fund shares or others, including banks and other financial institutions,
under special arrangements in connection with FDC's sales activities. In
some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY DIVIDEND GROWTH FUND
A FUND OF FIDELITY SECURITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 19, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated September 19, 1995). Please retain
this document for future reference. The fund's financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended July 31, 1995, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Distribution and Service Plan

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

Appendix

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
DGF-ptb-995
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objectives, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System, if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign
currencies, and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks inherent
in U.S. investments. The value of securities denominated in foreign
currencies and of dividends and interest paid with respect to such
securities will fluctuate based on the relative strength of the U.S.
dollar.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADR's) as well as other "hybrid" forms of
ADRs including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, Options and Futures Relating to Foreign Currencies, OTC
Options, Purchasing Put and Call Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options the fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If the fund does not receive scheduled interest
or principal payments on such indebtedness, the fund's share price and
yield could be adversely affected. Loans that are fully secured offer the
fund more protections than an unsecured loan in the event of non-payment of
scheduled interest or principal. However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of
borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a small
fraction of the amount owed. Direct indebtedness of developing countries
also involves a risk that the governmental entities responsible for the
repayment of the debt may be unable, or unwilling, to pay interest and
repay principal when due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to the fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to the fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, the fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, the fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of the fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by the fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
The fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
The fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5).
For purposes of these limitations, the fund generally will treat the
borrower as the "issuer" of indebtedness held by the fund. In the case of
loan participations where a bank or other lending institution serves as
financial intermediary between the fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict the fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality securities that defaulted rose significantly above prior
levels, although the default rate decreased in 1992 , 1993 , and
1994 .
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and the fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer. Real estate-related instruments may also be
affected by tax and regulatory requirements, such as those relating to the
environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the
fund from the risk that the original seller will not fulfill its
obligation, the securities are held in an account of the fund at a
bank, marked-to-market daily, and maintained at a value at least equal to
the sale price plus the accrued incremental amount. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX." If the fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. If FMR grants investment management authority to the sub-advisers
(see the section entitled "Management Contract"), the sub-advisers are
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described below.
FMR is also responsible for the placement of transaction orders for other
investment companies and accounts for which it or its affiliates act as
investment adviser. In selecting broker-dealers, subject to applicable
limitations of the federal securities laws, FMR considers various relevant
factors, including, but not limited to: the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; the reasonableness of
any commissions; and arrangements for payment of fund expenses. Generally,
commis sions for investments traded on foreign exchanges will be higher
than for investments traded on U.S. exchanges and may not be subject to
negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal periods ended July 31, 1995 and 1994, the fund's
portfolio turnover rates were 162% and 291%, respectively. Because a
high turnover rate increases transaction costs and may increase taxable
gains, FMR carefully weighs the anticipated benefits of short-term
investing against these consequences.
For fiscal 1995, 1994, and the period April 27, 1993 (commencement of
operations) through July 31, 1993 , the fund paid brokerage commissions
of $706,003, $435,988, and $13,612, respectively. The fund pays both
commissions and spreads in connection with the placement of portfolio
transactions. FBSI is paid on a commission basis. During fiscal 1995, 1994,
and 1993, the fund paid brokerage commissions of $265,073, $151,676,
and $8,520, respectively, to FBSI. During fiscal 1995, this amounted to
approximately 38% of the aggregate brokerage commissions paid by the
fund for transactions involving approximately 51% of the aggregate
dollar amount of transactions for which the fund paid brokerage
commissions. The difference between the percentage of brokerage commissions
paid to and the percentage of the dollar amount of transactions effected
through FBSI is a result of the low commission rates charged by FBSI.
During fiscal 1995, the fund paid brokerage commissions of $905 to FBS.
FBS is paid on a commission basis. During fiscal 1994 and 1993, no fees
were paid to FBSL.
During fiscal 1995, the fund paid $658,322 in commissions to
brokerage firms that provided research services involving approximately
$458,673,584 of transactions. The provision of research services was
not necessarily a factor in the placement of all this business with such
firms.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing techniques.
This two-fold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market data,
without exclusive reliance upon quoted, exchange, or over-the counter
prices. Use of pricing services has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual total
returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average. On July 28, 1995, the 13-week and 39-week long-term
moving averages were $15.07 and $13.53, respectively.
HISTORICAL FUND RESULTS. The following table shows the fund's total returns
for periods ended July 31, 1995.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One One
Year Life of Year Life of
Fund* Fund*

Dividend Growth 39.14% 24.62% 39.14% 64.56%

</TABLE>

* From April 27, 1993 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's total returns would have been lower.
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard and Poor's Composite Index of 500 Stocks (S&P
500(registered trademark)), the Dow Jones Industrial Average (DJIA), and
the cost of living (measured by the Consumer Price Index, or CPI) over the
same period. The CPI information is as of the month end closest to the
initial investment date for the fund. The S&P 500 and the DJIA
comparisons are provided to show how the fund's total return compared to
the record of a broad average of common stock prices and a narrower set of
stocks of major industrial companies, respectively, over the same period.
The fund has the ability to invest in securities not included in either
index, and its investment portfolio may or may not be similar in
composition to the indices. Figures for the S&P 500 and DJIA are based on
the prices of unmanaged groups of stocks and, unlike the fund's returns, do
not include the effect of paying brokerage commissions and other costs of
investing.
During the period from April 27, 1993 (commencement of operations) to July
31, 1995, a hypothetical $10,000 investment in Dividend Growth would have
grown to $16,456, assuming all distributions were reinvested. This
was a period of fluctuating stock prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FIDELITY DIVIDEND GROWTH FUND INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Period Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living**
July 31 $10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 16,040 $ 27 $ 389 $ 16,456 $ 13,812 $ 14,723 $ 10,590

1994 $ 11,680 $ 10 $ 137 $ 11,827 $ 10,953 $ 11,469 $ 10,306

1993* $ 10,800 $ 0 $ 0 $ 10,800 $ 10,416 $ 10,493 $ 10,028

</TABLE>

* From April 27, 1993 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on April 27,
1993, the net amount invested in fund shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$10,312. If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $20 for dividends
and $290 for capital gains distributions. Tax consequences of different
investments have not been factored into the above figures.
PERFORMANCE COMPARISONS. The fund's performance may be compared to
the performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. In addition to the mutual fund
rankings, the fund's performance may be compared to stock, bond, and money
market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual
funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations ;
saving for college or other goals; charitable giving; and the Fidelity
credit card. In addition, Fidelity may quote or reprint financial or
business publications and periodicals as they relate to current economic
and political conditions, fund management, portfolio composition,
investment philosophy, investment techniques, the desirability of owning a
particular mutual fund, and Fidelity services and products. Fidelity may
also reprint, and use as advertising and sales literature, articles from
Fidelity Focus, a quarterly magazine provided free of charge to Fidelity
fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of July 31, 1995, FMR advised over $25 billion in tax-free fund
assets, $77 billion in money market fund assets, $214 billion
in equity fund assets, $ 52 billion in international fund assets, and
$22 billion in Spartan fund assets. The fund may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States, making
FMR America's leading equity (stock) fund manager. FMR, its subsidiaries,
and affiliates maintain a worldwide information and communications network
for the purpose of researching and managing investments abroad.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), President's Day (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day. Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time. In addition,
the fund will not process wire purchases and redemptions on days when the
Federal Reserve Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, the fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the fund may earn other types of income, such as interest, income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of dividends from the fund that qualifies for the deduction
generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. The fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of July 31, 1995 , the fund hereby designates approximately
$1,155,000 as a capital gain dividend for the purpose of the
dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of the
fund's total assets are invested in securities of foreign issuers, the fund
may elect to pass through foreign taxes paid and thereby allow shareholders
to take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Securities Fund for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. T he
business address of each Trustee and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. The business address of all the other trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation with
either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX (63), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71), Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (67), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (62), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Vice Chairman of the Board of Directors of the
National Arts Stabilization Fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, and as a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC
Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman of FMR (1992). Prior
to his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (66), Trustee (1989), is Chairman of G.M. Management
Group (strategic advisory services). Prior to his retirement in July 1988,
he was Chairman and Chief Executive Officer of Leaseway Transportation
Corp. (physical distribution services). Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products), Brush-Wellman Inc. (metal refining), York International Corp.
(air conditioning and refrigeration, 1989), Commercial Intertech Corp.
(water treatment equipment, 1992), and Associated Estates Realty
Corporation (a real estate investment trust, 1993).
EDWARD H. MALONE (70), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of Corporate
Property Investors, the EPS Foundation at Trinity College, the Naples
Philharmonic Center for the Arts, and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation Funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (62), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS (66), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc. (1989), and
AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds is Vice President of FMR.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended July 31, 1995.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Complex*

J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox 54 5,200 52,000 125,000

Phyllis Burke Davis 52 5,200 52,000 122,000

Richard J. Flynn 66 0 52,000 154,500

Edward C. Johnson 3d ** 0 0 0 0

E. Bradley Jones 53 5,200 49,400 123,500

Donald J. Kirk 54 5,200 52,000 125,000

Peter S. Lynch ** 0 0 0 0

Gerald C. McDonough 53 5,200 52,000 125,000

Edward H. Malone 53 5,200 44,200 128,000

Marvin L. Mann 53 5,200 52,000 125,000

Thomas R. Williams 52 5,200 52,000 126,500

</TABLE>

* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
As of July 31, 1995, the Trustees and officers of the fund owned, in
the aggregate, less than 1 % of the fund's total outstanding
shares. Also, as of that date, Charles Schwab & Co., Inc./Mutual Fund
Department, San Francisco, CA, was known by the fund to own of record or
beneficially approximately 5.8% of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although the
fund's current management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf of
the fund has entered into a revised transfer agent agreement with FSC,
pursuant to which FSC bears the costs of providing these services to
existing shareholders. Other expenses paid by the fund include interest,
taxes, brokerage commissions, and the fund's proportionate share of
insurance premiums and Investment Company Institute dues. The fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated August 1,
1994, which was approved by shareholders on July 13, 1994.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of the fund's performance to
that of the Standard & Poor's Composite Index of 500 stocks (S&P 500).
COMPUTING THE BASIC FEE. The fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $ 333 billion of group net
assets - the approximate level for July 1995 - was .3129 %, which is
the weighted average of the respective fee rates for each level of group
net assets up to $ 333 billion.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 0 - 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3253

36 - 42 .3400 250 .3223

42 - 48 .3350 275 .3198

48 - 66 .3250 300 .3175

66 - 84 .3200 325 .3153

84 - 102 .3150 350 .3133

102 - 138 .3100

138 - 174 .3050

174 - 228 .3000

228 - 282 .2950

282 - 336 .2900

Over 336 .2850

Prior to August 1, 1994, the group fee rate was based on a schedule with
breakpoints ending at .3000% for average group assets in excess of $174
billion. The additional breakpoints shown above for average group assets in
excess of $228 billion were voluntarily adopted by FMR on November 1, 1993.
The fund's current management contract reflects this extension of the group
fee rate schedule.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints. The revised group fee
rate schedule provides for lower management fee rates as FMR's assets under
management increase. The revised group fee rate schedule is identical to
the above schedule for average group assets under $210 billion. For average
group assets in excess of $210 billion, the group fee rate schedule
voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 138 - 174 billion .3050% $150 billion .3371%

174 - 210 .3000 175 .3325

210 - 246 .2950 200 .3284

246 - 282 .2900 225 .3249

282 - 318 .2850 250 .3219

318 - 354 .2800 275 .3190

354 - 390 .2750 300 .3163

Over 390 .2700 325 .3137

350 .3113

375 .3090

400 .3067

The individual fund fee rate is .30%. Based on the average group net assets
of the funds advised by FMR for July 1995, the annual basic fee rate would
be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate

. 3129 % + .30% = . 6129 %

1995 $ 10,609 $ 10,654

1994 $ 868 $ 1,097

1993* $ 16 $ 33

* From April 27, 1993 (commencement of operations).
For providing discretionary investment management and executing
portfolio transactions f or the fiscal years ended July 31, 1995,
1994, and 1993 , no fees were paid by FMR to FMR U.K. and FMR Far East on
behalf of the fund .
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of a fund except pursuant to a
plan approved on behalf of the fund under the Rule. The Plan, as approved
by the Trustees, allows the fund and FMR to incur certain expenses that
might be considered to constitute indirect payment by the fund of
distribution expenses.
Under the Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan also specifically
recognizes that FMR, either directly or through FDC, may use its management
fee revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that assist in selling shares of the fund, or to third
parties, including banks, that render shareholder support services.
No third party payments were made in fiscal 1995.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the the fund and its shareholders. In particular, the Trustees noted that
the Plan does not authorize payments by the fund other than those made to
FMR under its management contract with the fund. To the extent that the
Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be provided
more effectively under the Plan by local entities with whom shareholders
have other relationships.
The Plan was approved by FMR as the then sole shareholder of the fund on
April 22, 1993.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FSC is transfer, dividend disbursing, and shareholder servicing agent for
the fund. FSC receives annual account fees and asset-based fees for each
retail account and certain institutional accounts based on account size. In
addition, the fees for retail accounts are subject to increase based on
postal rate changes. With respect to certain institutional retirement
accounts, FSC receives asset-based fees only. The asset-based fees are
subject to adjustment if the year-to-date total return of the Standard &
Poor's Composite Index of 500 Stocks is greater than positive or negative
15%. FSC also collects small account fees from certain accounts with
balances of less than $2,500.
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
proxy statements.
FSC also performs the calculations necessary to determine the fund's net
asset value per share and dividends, and maintains the fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on the fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid to FSC for fiscal 1995, 1994, and 1993
were $ 105,291 , $ 49,300 , and $ 11,610 , respectively.
For fiscal 19 95 , 19 94 , and 19 93 , the fund did not
incur any securities lending fees.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at net
asset value. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Dividend Growth Fund is a fund of Fidelity
Securities Fund, an open-end management investment company organized as a
Massachusetts business trust on October 2, 1984. Currently, there are four
funds of the trust: Fidelity OTC Portfolio, Fidelity Growth & Income
Portfolio, Fidelity Blue Chip Growth Fund, and Fidelity Dividend Growth
Fund. The Declaration of Trust permits the Trustees to create additional
funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fund may invest
all of its assets in another investment company.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment of
the subcustodian banks and clearing agencies. The custodian takes no part
in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. Morgan Guaranty Trust Company of New York, The
Bank of New York, and Chemical Bank, each headquartered in New York, also
may serve as a special purpose custodian of certain assets in connection
with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR. The
Boston branch of the fund's custodian leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended July 31, 1995 are included in the fund's Annual Report, which is
a separate report supplied with this Statement of Additional Information.
The fund's financial statements and financial highlights are incorporated
herein by reference.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge d ." Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
AA - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high - grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long - term risks appear
somewhat larger than the Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper - medium - grade
obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.
BAA - Bonds which are rated Baa are considered as
medium - grade obligations, ( i.e., they are neither highly
protected nor poorly secured ) . Interest payments and principal
security appear adequate for the present but certain protective elements
may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative
elements ; t heir future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds which are rated C are the lowest - rated class of
bonds and issue s so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher-rated
categories .
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB - rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating
categories.
FIDELITY BLUE CHIP GROWTH FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Fund at a Glance; Who May Want to
c................................ Invest

3a.................................. Financial Highlights
..

*
b...................................
.

c, Performance
d................................

4a Charter
i.................................

The Fund at a Glance; Investment Principles and
ii............................... Risks

Investment Principles and Risks
b...................................
.

Who May Want to Invest; Investment Principles and
c.................................... Risks

5a.................................. Charter
..

b Cover Page; The Fund at a Glance; Charter; Doing
i................................. Business with Fidelity

Charter
ii...............................

Expenses; Breakdown of Expenses
iii..............................

Charter
c....................................

Charter; Breakdown of Expenses
d...................................
.

Cover Page; Charter
e....................................

Expenses
f....................................

g Charter
i..................................

*
ii.................................

5A................................. Performance
..

6a Charter
i.................................

How to Buy Shares; How to Sell Shares; Transaction
ii............................... Details; Exchange Restrictions

Charter
iii..............................

Charter
b...................................

Transaction Details; Exchange Restrictions
c....................................

*
d...................................
.

Doing Business with Fidelity; How to Buy Shares;
e.................................... How to Sell Shares; Investor Services

f, Dividends, Capital Gains, and Taxes
g................................

7a.................................. Cover Page; Charter
..

Expenses; How to Buy Shares; Transaction Details
b...................................
.

Sales Charge Reductions and Waivers
c....................................

How to Buy Shares
d...................................
.

*
e...................................

*
f....................................

8................................... How to Sell Shares; Investor Services; Transaction
... Details; Exchange Restrictions

9................................... *
...

</TABLE>

* Not Applicable
FIDELITY BLUE CHIP GROWTH FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10.................................. Cover Page
..

Cover Page
11..................................
.

12.................................. Description of the Trust
..

13a- c............................ Investment Policies and Limitations

Portfolio Transactions
d..................................

14a- c............................ Trustees and Officers

15a, Trustees and Officers
b..............................

Trustees and Officers
c..................................

16a FMR; Portfolio Transactions
i...............................

Trustees and Officers
ii.............................

Management Contract
iii............................

Management Contract
b.................................

c, Contracts with FMR Affiliates
d..............................

*
e-g..............................

Description of the Trust
h..................................

Contracts with FMR Affiliates
i..................................

17a-c............................. Portfolio Transactions
..

*
d,e...............................

18a................................ Description of the Trust
..

*
b..................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b.................................. Valuation of Portfolio Securities

*
c..................................

20.................................. Distributions and Taxes
..

21a, Contracts with FMR Affiliates
b..............................

c. *
................................

22a................................ *
..

Performance
b..................................

23.................................. Financial Statements
..

</TABLE>

* Not Applicable

Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (S AI) d ated September 19,
1995. The S AI has been filed with the Securities and Exchange
Commission (SEC) and is incorporated herein by reference (legally forms a
part of the prospectus). For a free copy of either document, call Fidelity
at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

Blue Chip Growth is a growth fund. It seeks to increase the value of
your investment over the long term by investing mainly in common stocks of
well-known and established companies.
FIDELITY
BLUE CHIP GROWTH
FUND
PROSPECTUS
SEPTEMBER 19, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109

CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's sales
charge (load) and its yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL 9 CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

13 BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

SALES CHARGE REDUCTIONS
AND WAIVERS

KEY FACTS

THE FUND AT A GLANCE
GOAL: Long-term growth of capital. As with any mutual fund, there is
no assurance that the fund will achieve its goal.
STRATEGY: Invests mainly in common stocks of well-known and established
companies.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the fund.
SIZE: As of July 31, 1995, the fu nd h ad over $6.4 billion in
ass ets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who are looking for an investment that focuses
on well-known, established (blue chip) companies.
The value of the fund's investments will vary from day to day,
and generally reflect market conditions, interest rates, and other
company, political, or economic news. In the short-term, stock prices
can fluctuate dramatically in response to these factors. Over time,
however, stocks have shown greater growth potential than other types
of securities. When you sell your shares, they may be worth more or
less than what you paid for them. By itself, the f und does not
constitute a balanced investment plan.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. Blue
Chip Growth is in the GROWTH
category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(solid bullet) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(right arrow) GROWTH Seeks long-term
growth by investing mainly
in stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell,
or hold shares of a fund. See pages and - for an explanation of
how and when these charges apply. Lower sales charges may be available for
accounts over $250,000.
Maximum sales charge on purchases
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee
(for accounts under $2500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee that varies based on its performance. It also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and financial reports. The fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page ).
The following are projections based on historical expenses , and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the fund paid was used to reduce fund expenses.
Without this reduction, the total fund operating expenses would have been
1.05 %.
Management fee .69 %

12b-1 fee None

Other expenses .33 %

Total fund operating expenses 1.02
%

After 3 years $ 61

After 5 years $ 85

After 10 years $ 15
1

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of
expenses for portfolio
management, shareholder
statements, tax reporting, and
other services. As an
investor, you pay some of
these costs directly (for
example, the fund's 3% sales
charge). Others are paid from
the fund's assets; the effect
of these other expenses is
already factored into any
quoted share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand L.L.P., independent accountants. Their report
on the financial statements and financial highlights is included in the
Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.

SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20.Years ended July 31 1988 A 1989 1990 1991 1992 1993 1994 H 1995

21.Net asset value, $ 10.00 $ 10.47 $ 13.56 $ 15.33 $ 18.94 $ 22.02 $ 25.72 $ 25.14
beginning of period

22.Income from
Investment Operations

23. Net investment .01 .10 .12 .12 .09 .10 .12 .07 G
income

24. Net realized and .46 3.02 1.94 3.64 3.07 4.36 3.43 7.96
unrealized gain
(loss) on investments

25. Total from investment .47 3.12 2.06 3.76 3.16 4.46 3.55 8.03
operations

26.Less Distributions

27. From net investment -- (.03) (.12) (.15) (.08) (.14) (.01) --
income

28. From net realized -- -- (.17) -- -- (.62) (4.12) (.58)
gain

29. Total distributions -- (.03) (.29) (.15) (.08) (.76) (4.13) (.58)

30.Net asset value, end $ 10.47 $ 13.56 $ 15.33 $ 18.94 $ 22.02 $ 25.72 $ 25.14 $ 32.59
of period

31.Total return B,C 4.70% 29.89 15.43 24.86 16.73 20.86 14.95% 32.64%
% % % % %

32.RATIOS AND SUPPLEMENTAL DATA

33.Net assets, end of $ 41 $ 54 $ 131 $ 219 $ 476 $ 788 $ 2,229 $ 6,421
period (In millions)

34.Ratio of expenses to 2.74% 1.56% 1.26% 1.26% 1.27% 1.25% 1.22% F 1.02% F
average net assets D,E

35.Ratio of expenses to 2.74% 1.56% 1.26% 1.26% 1.27% 1.25% 1.27% F 1.05% F
average net assets D,E
before expense
reductions

36.Ratio of net .14% D .97% 1.14% .80% .55% .46% .21% .25%
investment income to
average net assets

37.Portfolio turnover rate 40% D 83% 68% 99% 71% 319% 271% 182%

</TABLE>

A FROM DECEMBER 31, 1987 (COMMENCEMENT OF OPERATIONS) TO JULY 31, 1988.
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D ANNUALIZED
E DURING THE PERIOD ENDED JULY 31, 1988, EXPENSES WERE LIMITED TO A
PERCENTAGE OF AVERAGE NET ASSETS IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION REGULATION. EXPENSES BORNE BY THE INVESTMENT ADVISER DURING THE
PERIOD AMOUNTED TO $.02 PER SHARE.
F FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
G NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
H EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.

PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from August 1 through July 31. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (S&P 500), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods Pas Past Life
ended t 1 5 of
July 31, 1995 yea year fund
r s A

Blue Chip 32.64 21.85 20.88
Growth % % %

Blue Chip 28.66 21.11 20.39
Growth % % %
(load adj.B)

S&P 500 26.11 12.90 14.99
% % %

Consumer 2.76 3.18 3.74
Price % % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal periods Pas Past Life
ended t 1 5 of
July 31, 1995 yea year fund
r s A

Blue Chip 32.64 168.5 321.59
Growth % 6 % %

Blue Chip 28.66 160.5 308.94
Growth % 1 % %
(load adj.B)

S&P 500 26.11 83.44 188.56
% % %

Consumer 2.76 16.95 32.15
Price % % %
Index

A FROM DECEMBER 31, 1987
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 3% SALES
CH ARGE.
UNDERSTANDING
PERFORMANCE
Because this fund invests in
stocks, its performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run. You
can see these two
characteristics reflected in the
fund's performance; the
year-by-year total returns on
page show that short-term
returns can vary widely, while
the returns at left show
long-term growth.
(checkmark)
EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on December 31, 1987. From that date through July 31, 1995, the
fund's total return, including the effect of paying the 3% sales charge,
was 308.94%. That $10,000 would have grown to $ 40,894 (the
initial investment plus 308.94 % of $10,000).
$10,000 OVER LIFE OF FUND
Fiscal years 1987 1991 1995
Row: 1, Col: 1, Value: 9700.0
Row: 2, Col: 1, Value: 9767.9
Row: 3, Col: 1, Value: 10185.0
Row: 4, Col: 1, Value: 9816.4
Row: 5, Col: 1, Value: 9797.0
Row: 6, Col: 1, Value: 9797.0
Row: 7, Col: 1, Value: 10359.6
Row: 8, Col: 1, Value: 10155.9
Row: 9, Col: 1, Value: 9729.1
Row: 10, Col: 1, Value: 10165.6
Row: 11, Col: 1, Value: 10146.2
Row: 12, Col: 1, Value: 9961.9
Row: 13, Col: 1, Value: 10272.95
Row: 14, Col: 1, Value: 11031.75
Row: 15, Col: 1, Value: 10700.99
Row: 16, Col: 1, Value: 10953.92
Row: 17, Col: 1, Value: 11702.99
Row: 18, Col: 1, Value: 12461.79
Row: 19, Col: 1, Value: 12024.02
Row: 20, Col: 1, Value: 13191.4
Row: 21, Col: 1, Value: 13512.43
Row: 22, Col: 1, Value: 13846.77
Row: 23, Col: 1, Value: 13640.69
Row: 24, Col: 1, Value: 13876.21
Row: 25, Col: 1, Value: 13995.4
Row: 26, Col: 1, Value: 12823.32
Row: 27, Col: 1, Value: 13170.98
Row: 28, Col: 1, Value: 13826.54
Row: 29, Col: 1, Value: 13697.42
Row: 30, Col: 1, Value: 15246.94
Row: 31, Col: 1, Value: 15594.59
Row: 32, Col: 1, Value: 15227.08
Row: 33, Col: 1, Value: 13915.94
Row: 34, Col: 1, Value: 13258.58
Row: 35, Col: 1, Value: 13178.88
Row: 36, Col: 1, Value: 14015.64
Row: 37, Col: 1, Value: 14485.44
Row: 38, Col: 1, Value: 15619.78
Row: 39, Col: 1, Value: 16824.39
Row: 40, Col: 1, Value: 17667.62
Row: 41, Col: 1, Value: 17476.89
Row: 42, Col: 1, Value: 18400.43
Row: 43, Col: 1, Value: 17476.89
Row: 44, Col: 1, Value: 19012.77
Row: 45, Col: 1, Value: 19845.96
Row: 46, Col: 1, Value: 19534.98
Row: 47, Col: 1, Value: 19926.88
Row: 48, Col: 1, Value: 19504.83
Row: 49, Col: 1, Value: 22424.76
Row: 50, Col: 1, Value: 21719.26
Row: 51, Col: 1, Value: 21820.04
Row: 52, Col: 1, Value: 21225.41
Row: 53, Col: 1, Value: 21507.61
Row: 54, Col: 1, Value: 21951.06
Row: 55, Col: 1, Value: 21316.12
Row: 56, Col: 1, Value: 22192.95
Row: 57, Col: 1, Value: 21961.14
Row: 58, Col: 1, Value: 22252.76
Row: 59, Col: 1, Value: 22561.69
Row: 60, Col: 1, Value: 23745.89
Row: 61, Col: 1, Value: 23808.73
Row: 62, Col: 1, Value: 23860.87
Row: 63, Col: 1, Value: 23704.44
Row: 64, Col: 1, Value: 24851.6
Row: 65, Col: 1, Value: 25247.89
Row: 66, Col: 1, Value: 26572.33
Row: 67, Col: 1, Value: 26822.62
Row: 68, Col: 1, Value: 26822.62
Row: 69, Col: 1, Value: 28491.21
Row: 70, Col: 1, Value: 29084.11
Row: 71, Col: 1, Value: 29409.21
Row: 72, Col: 1, Value: 28515.2
Row: 73, Col: 1, Value: 29642.54
Row: 74, Col: 1, Value: 30819.9
Row: 75, Col: 1, Value: 30844.43
Row: 76, Col: 1, Value: 29875.56
Row: 77, Col: 1, Value: 30758.58
Row: 78, Col: 1, Value: 31151.04
Row: 79, Col: 1, Value: 30071.79
Row: 80, Col: 1, Value: 30832.17
Row: 81, Col: 1, Value: 32500.1
Row: 82, Col: 1, Value: 32403.56
Row: 83, Col: 1, Value: 33899.49
Row: 84, Col: 1, Value: 32131.58
Row: 85, Col: 1, Value: 32562.32
Row: 86, Col: 1, Value: 31746.69
Row: 87, Col: 1, Value: 32800.73
Row: 88, Col: 1, Value: 34181.02
Row: 89, Col: 1, Value: 35448.38
Row: 90, Col: 1, Value: 36238.91
Row: 91, Col: 1, Value: 38246.61
Row: 92, Col: 1, Value: 40894.25999999999
$
$40,894
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
S&P 500(registered trademark) is the Standard & Poor's Composite Index of
500 S tock s, a widely recognized, unmanaged index of common stock
prices. The S&P 500 figures assume reinvestment of all dividends paid by
stocks included in the index. They do not, however, include any allowance
for the brokerage commissions or other fees you would pay if you actually
invested in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Growth Funds Average, which
currently reflects the performance of over 481 mutual funds with
similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1988 1989 1990 1991 1992 1993 1994
Blue Chip Growth 5.91 % 36.24 % 3.50 % 54.81 %
6.17 % 24.50 %
9.85 %
Competitive funds average 14.68% 26.80% -4.53% 36.60% 7.96
% 10.57% -2.17%
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 2, Col: 2, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 3, Col: 2, Value: 0.0
Row: 4, Col: 1, Value: 5.91
Row: 4, Col: 2, Value: 14.68
Row: 5, Col: 1, Value: 36.24
Row: 5, Col: 2, Value: 26.8
Row: 6, Col: 1, Value: 3.5
Row: 6, Col: 2, Value: -4.53
Row: 7, Col: 1, Value: 54.81
Row: 7, Col: 2, Value: 36.6
Row: 8, Col: 1, Value: 6.17
Row: 8, Col: 2, Value: 7.96
Row: 9, Col: 1, Value: 24.5
Row: 9, Col: 2, Value: 10.57
Row: 10, Col: 1, Value: 9.850000000000001
Row: 10, Col: 2, Value: -2.17
(large solid box) Blue Chip
Growth
(large hollow box) Competitive
funds
average
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
THE FUND IN DETAIL

CHARTER
BLUE CHIP GROWTH IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the fund
is currently a diversified fund of Fidelity Securities Fund, an open-end
management investment company organized as a Massachusetts business trust
on October 2, 1984.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, and Fidelity Management & Research (Far
East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Michael Gordon is manager and Vice President of Blue Chip Growth,
which he has managed since January 1993. Previously, he managed Select
Chemicals and Select Biotechnology and assisted on Magellan. Mr. Gordon
joined Fidelity in 1987.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
F MR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS GROWTH OF CAPITAL over the long term by investing primarily
in a diversified portfolio of common stocks of well-known and established
companies. FMR normally invests at least 65% of the fund's total assets in
the common stock of blue chip companies. F MR defines blue chip
compani es to in clude those with a market capitalization of at
least $200 million, if the company's stock is included in the S&P 500
index or the Dow Jones Industrial Average, or $1 billion if not
included in either index.
Blue chip companies typically have a large number of publicly held shares
and a high trading volume, resulting in a high degree of liquidity. These
tend to be quality companies with strong management organizations.
Companies that demonstrate the potential to become blue chip companies
in the future may also be selected by FMR for the fund's investments.
When choosing the fund's domestic or foreign investments, FMR seeks
companies that it expects will demonstrate greater long-term earnings
growth than the average company included in the S&P 500. This method of
selecting stocks is based on the belief that growth in a company's earnings
will eventually translate into growth in the price of its stock. FMR looks
at strong market sectors and then identifies those companies that offer the
most attractive values based on earnings prospects. The fund's sector
emphasis may shift based on changes in the sectors' earnings outlook .
The value of the fund's domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies, and general market and economic conditions.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
F MR may use various investment techniques to hedge a portion of
the fund's risks, but there is no guarantee that these strategies will
work as FMR intends. Also, as a mutual fund, the fund seeks to spread
investment risk by diversifying its holdings among many companies and
industries. Of course, when you sell your shares of the fund,
they may be worth more or less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of
related risks. Any restrictions listed supplement those discussed
earlier in this section. A complete listing of the fund's limitations
and more detailed information about the fund's investments are
contained in the fund's SAI. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. I n
general, bond prices rise when interest rates fall, and vice versa.
Debt securities, loans, and other direct debt have varying degrees of
quality and varying levels of sensitivity to changes in interest rates.
Longer-term bonds are generally more sensitive to interest rate changes
than short-term bonds.
Investment-grade debt securities are medium- and high-quality
securities. Some, however, may possess speculative characteristics and may
be more sensitive to economic changes and to changes in the financial
condition of issuers.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
in volve additional risks and considerati ons. These include risks
relating to political or economic conditions in fo re ign countries,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and the potentially less stringent
investor protection and disclosure standards of foreign markets.
Additio nally, governmental issuers of foreign securities may be
unwilling to repay principal and interest when due, and may require that
the conditions for payment be renegotiated. All of these factors can
ma ke foreign investments, especially those in developing countries,
more volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements , and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale o f some illiquid securities and some other securities may
be subject to legal restrictions. Difficulty in selling securities may
result in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related investments.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. A fund
that is not diversified may be more sensitive to changes in the market
value of a single issuer or industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a delay in
recovering the fund's securities. The fund may also lend money to other
funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks growth of capital over the long term by investing primarily
in a diversified portfolio of common stocks of well-known and established
companies. With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer and may not own more
than 10% of the outstanding voting securities of a single issuer. The fund
may not invest more than 25% of its total assets in any one industry. The
fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 33% of its total assets. Loans, in the aggregate, may not
exceed 33 of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES,
which are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well the fund has performed relative to
the S&P 500.
Manage = Ba +/- Performa
ment sic nce
fee fee adjustme
nt

THE BASIC FEE (calculated monthly) is calculated by adding a group fee rate
to an individual fund fee rate, and multiplying the result by the fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For July 1995 , the group fee rate was .31 %. The individual
fund fee rate is .30%. The basic fee rate for fiscal 1995 was .62%.
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing the
fund's performance to that of the S&P 500 over the most recent 36-month
period. The difference is translated into a dollar amount that is added to
or subtracted from the basic fee. The maximum annualized performance
adjustment rate is ".20%.
The total management fee rate for fiscal 1 995 was .69% .
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives
is designed to be responsive
to changes in FMR's total
assets under management.
Building this variable into the
fee calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
Another variable, the
performance adjustment,
rewards FMR when the fund
outperforms the S&P 500 (an
established index of stock
market performance) and
reduces FMR's fee when the
fund underperforms this
index.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1995, th e fund paid FSC fees equal to .32% of its average net
assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a portion of the
commissions paid by the fund to reduce the fund's custodian or transfer
agent fees.
The fund's portfolio turnover rate for fiscal 1 995 was 182%. This
rate varies from year to year. High turnover rates increase transaction
costs and may increase taxable capital gains. FMR considers these effects
when evaluating the anticipated benefits of short-term investing.
YOUR ACCOUNT

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $320 billion
(solid bullet) Number of shareholder
accounts: over 21 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page . When you buy shares at
the offering price, Fidelity deducts 3% and invests the rest at the
NAV.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
These minimums may vary for investments through Fidelity Portfolio Advisory
Services or a Fidelity College Savings Plan account in the fund. Refer to
the product materials for details.

UNDERSTANDING
SHARE PRICE
Let's say you invest $2,500 at
an offering price of $10. Of
the $10 offering price, 3%
($.30) is the sales charge,
and 97% ($9.70) represents
the NAV. The value of your
initial investment will be
$2,425 (250 shares worth
$9.70 each), and you will
have paid a sales charge of
$75.
(checkmark)
Row: 1, Col: 1, Value: 25.0
Row: 1, Col: 2, Value: 75.0
Row: 1, Col: 3, Value: 75.0
Row: 1, Col: 4, Value: 75.0
Row: 1, Col: 5, Value: 75.0
Row: 1, Col: 6, Value: 75.0
Row: 1, Col: 7, Value: 75.0
Row: 1, Col: 8, Value: 75.0
Row: 1, Col: 9, Value: 75.0
Row: 1, Col: 10, Value: 75.0
Row: 1, Col: 11, Value: 75.0
Row: 1, Col: 12, Value: 75.0
Row: 1, Col: 13, Value: 75.0
Row: 1, Col: 14, Value: 75.0
Row: 1, Col: 15, Value: 75.0
Row: 1, Col: 16, Value: 75.0
Row: 1, Col: 17, Value: 75.0
Row: 1, Col: 18, Value: 75.0
Row: 1, Col: 19, Value: 75.0
Row: 1, Col: 20, Value: 75.0
Row: 1, Col: 21, Value: 75.0
Row: 1, Col: 22, Value: 75.0
Row: 1, Col: 23, Value: 75.0
Row: 1, Col: 24, Value: 75.0
Row: 1, Col: 25, Value: 75.0
Row: 1, Col: 26, Value: 75.0
Row: 1, Col: 27, Value: 75.0
Row: 1, Col: 28, Value: 75.0
Row: 1, Col: 29, Value: 75.0
Row: 1, Col: 30, Value: 75.0
Row: 1, Col: 31, Value: 75.0
Row: 1, Col: 32, Value: 75.0
Row: 1, Col: 33, Value: 75.0
Row: 1, Col: 34, Value: 75.0
$2,500 Investment
3% sales charge = $75
Value of Investment = $2,425

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity Blue
check payable to Chip Growth Fund."
"Fidelity Blue Chip Indicate your fund
Growth Fund." Mail to account number on
the address indicated your check and mail to
on the application. the address printed on
your account statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity Blue
Bank Routing Chip Growth Fund" and
#021001033, include your account
Account #00163053. number and your
Specify "Fidelity Blue name.
Chip Growth Fund" and
include your new
account number and
your name.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be sus pended or revoked, see page
.
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of the fund's sales charge, you may not want to set up a
systematic withdrawal plan during a period when you are buying shares on a
regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

</TABLE>

A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in September and December .
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
5. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
6. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
7. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
8. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the
fund and its investments and these taxes generally will reduce the fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available or if the values have been materially affected by
events occurring after the closing of a foreign market, assets are valued
by a method that the Board of Trustees believes accurately reflects fair
value.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 3% of the offering price, or 3.09% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV.
Because of a change in the sales charge policy of the fund, any shares
purchased prior to October 12, 1990 and not otherwise subject to a sales
charge reduction or waiver will be charged a 1% deferred sales charge upon
redemption.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it
does not follow reasonable procedures designed to verify the
identity of the caller. Fidelity will request personalized security codes
or other information, and may also record calls. You should verify the
accuracy of your confirmation statements immediately after you receive
them. If you do not want the ability to redeem and exchange by telephone,
call Fidelity for instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE
of $12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$60.00 per shareholder. It is expected that accounts will be valued on the
second Friday in November of each year. Accounts opened after September 30
will not be subject to the fee for that year. The fee, which is payable to
the transfer agent, is designed to offset in part the relatively higher
costs of servicing smaller accounts. The fee will not be deducted from
retirement accounts (except non-prototype retirement accounts), accounts
using regular investment plans, or if total assets in Fidelity funds exceed
$50,000. Eligibility for the $50,000 waiver is determined by aggregating
Fidelity mutual fund accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the same
social security number for the custodian of a Uniform Gifts/Transfers to
Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC collects the proceeds from the fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 2.25% of the
fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCTIONS. The fund's sales charge may be reduced if you invest directly
with Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of your
account, must fall within the ranges shown below. However, purchases made
with assistance or intervention from a financial intermediary are not
eligible. Call Fidelity to see if your purchase qualifies.
Ranges Sales charge Net amount invested

$0 - 249,999 3% 3.09%

$250,000 - 499,999 2% 2.04%

$500,000 - 999,999 1% 1.01%

$1,000,000 or more none none

The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for
any sales charge you would have paid if the reductions in the table above
had not existed. These sales charge credits only apply to purchases made in
one of the ways listed below, and only if you continuously owned Fidelity
fund shares or a Fidelity brokerage core account, or participated in The
CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund.
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund.
3. With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund.
4. Through the Directed Dividends Option (see page ).
5. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio.
WAIVERS. The fund's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products.
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more.
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code).
5. If you are an investor participating in the Fidelity Trust Portfolios
program.
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee.
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To new and subsequent purchases of shares in UGMA/UTMA accounts,
including exchanges from identically registered UGMA/UTMA accounts in other
Fidelity funds.
10. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
11. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
12. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
13. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), (10), and (12) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY BLUE CHIP GROWTH FUND
A FUND OF FIDELITY SECURITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 19, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated September 19, 1995 ).
Plea se retain this document for future reference. The fund's
financial statements and financial highlights, included in the Annual
Report for the fiscal year ended July 31 , 1995 , are
incorporated herein by reference. To obtain an additional copy of the
Prospectus or the Annual Report, please call Fidelity Distributors
Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
BCF-ptb-995
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations listed
below, the investment policies and limitations described in this Statement
of Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable, or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as an investment advisor or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established
and periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign
currencies, and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks inherent
in U.S. investments. The value of securities denominated in foreign
currencies and of dividends and interest paid with respect to such
securities will fluctuate based on the relative strength of the U.S.
dollar.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADR's) as well as other "hybrid" forms of
ADRs including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
FUND'S RIGHTS AS A SHAREHOLDE R. The fund does not intend to direct
or administer the day-to-day operations of any company. The fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures
and options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500(registered trademark)). Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary
market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options
not traded on exchanges) generally are established through negotiation with
the other party to the option contract. While this type of arrangement
allows the fund greater flexibility to tailor an option to its needs, OTC
options generally involve greater credit risk than exchange-traded options,
which are guaranteed by the clearing organization of the exchanges where
they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options the fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U nited States a nd abroad. At the same time, indexed securities are
subject to the credit risks associated with the issuer of the security, and
their values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC , the fund has received permission to lend money
to, and borrow money from, o ther funds advised by FMR or its
affiliates. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund will lend through the program
only when the returns are higher than those available from other
short-term instruments (such as repurchase agreements), and will borrow
through the program only when the costs are equal to or lower than the cost
of bank loans. A fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity
or additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental, or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk
of loss in case of default or insolvency of the borrower and may offer less
legal protection to the fund in the event of fraud or misrepresentation. In
addition, loan participations involve a risk of insolvency of the lending
bank or other financial intermediary. Direct debt instruments may also
include standby financing commitments that obligate the fund to supply
additional cash to the borrower on demand.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors
such as real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell t hat security back to
the original seller at an agreed-upon price. The resale price
reflects the purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security. To
protect the fund from the risk that the original seller will not fulfill
its obligation, the securities are held in an account of the fund at a
bank, marked-to-market daily, and maintained at a value at least equal to
the sale price plus the accrued incremental amount. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a
fund may engage in loan transactions only under the following
conditions: (1) the fund must receive 100% collateral in the form of cash
or cash equivalents ( e.g., U.S. Treasury bills or notes) from the
borrower; (2) the borrower must increase the collateral whenever the market
value of the securities loaned (determined on a daily basis) rises above
the value of the collateral; (3) after giving notice, the fund must be able
to terminate the loan at any time; (4) the fund must receive reasonable
interest on the loan or a flat fee from the borrower, as well as amounts
equivalent to any dividends, interes t, or other distributions on the
securities loaned and to any increase in market value; (5) the fund may pay
only reasonable custodian fees in connection with the loan; and (6) the
Board of Trustees must be able to vote proxies on the securities loaned,
either by terminating the loan or by entering into an alternative
arrangement with the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX" . If the fund enters into a short sale
against the box, it will be required to set aside securities equivalent in
kind and amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled "Management Contract"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for foreign investments traded on
foreign exchanges will be higher than for investments traded on U.S.
exchanges and may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the
availability of securities or the purchasers or sellers of securities.
In addition, such broker-dealers may furnish analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts; effect securities
transactions, and perform functions incidental thereto (such as
clearance and settlement). The selection of such broker-dealers generally
is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS) , subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal years ended July 31, 1995 and 1994, the fund's
portfolio turnover rates were 182% and 271%, respectively. Because a
high turnover rate increases transaction costs and may increase taxable
gains, FMR carefully weighs the anticipated benefits of short-term
investing against these consequences.
For fiscal 1995, 1994, and 1993, the fund paid brokerage commissions
of $ 14,758,000, $8,532,000, and $3,674,000, r espectively. The fund
pays both commissions and spreads in connection with the placement of
portfolio transactions . FBSI is paid on a commission basis. During
fiscal 1 995, 1994, and 1993 , the fund paid brokerage commissions of
$4,465,000, $2,220,000, and $1,178,000, respectively, to FBSI.
During fiscal 1995 , this amounted to approximately 30 % of the
aggregate brokerage commissions paid by the fund for transactions involving
approximately 43% of the aggregate dollar amount of transactions
fo r which the fund paid brokerage commissions. The difference
between the percentage of brokerage commissions paid to and the percentage
of the dollar amount of transactions effected through FBSI is a result of
the low commission rates charged by FBSI.
During fiscal 1995, the fund paid brokerage commissions of $33,000 to
FBS. FBS is paid on a commission basis. During fiscal 1995, this amounted
to approximately 0.22% of the aggregate brokerage commissions paid by the
fund involving approximately 0.16% of the aggregate dollar amount of
transactions for which the fund paid brokerage commissions. For fiscal 1995
and 1994 the fund paid no brokerage commissions to FBSL.
During fiscal 1995, the fund paid $14,080,000 in commissions to brokerage
firms that provided research services involving approximately
$9,900,315,000 of transactions. The provision of research services was not
necessarily a factor in the placement of all this business with such
firms.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing techniques.
This two-fold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market data,
without exclusive reliance upon quoted, exchange, or over-the counter
prices. Use of pricing services has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE . The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual total
returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking the
fund's 3% maximum sales charge into account. Excluding the fund's sales
charge from a total return calculation produces a higher total return
figure. Total returns, yields, and other performance information may be
quoted numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average. On July 28 , 1995 , the 13-week and 39-week
long-term moving averages were $30.27 and $27.62, respectively.
HISTORICAL FUND RESULTS. The following table shows the fund's total returns
for periods ended July 31, 1995. Total return figures include the
effect of the fund's 3% sales charge.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Five Life of One Five Life of
Year Years Fund* Year Years Fund*

28.66 % 21.11 % 20.39 % 28.66 % 160.51 % 308.94 %

</TABLE>

* From December 31, 1987 (commencement of operations).
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard and Poor's Composite Index of 500 Stock s (S&P
500(registered trademark)), t he Dow Jones Industrial Average (DJIA),
and the cost of living (measured by the Consumer Price Index, or CPI) over
the same period. The CPI information is as of the month end closest to the
initial investment date for eac h fund. The S&P 500 and the DJIA
comparisons are provided to show how the fund's total return compared to
the record of a broad average of common stock prices and a narrower set of
stocks of major industrial companies, respectively, over the same period.
The fund has the ability to invest in securities not included in either
index, and its investment portfolio may or may not be similar in
composition to the indices. Figures for the S&P 500 and DJIA are based on
the prices of unmanaged groups of stocks and, unlike the fund's returns, do
not include the effect of paying brokerage commissions and other costs of
investing.
During the period from December 31, 1987 (commencement of operations) to
July 31, 1995 , a hypothetical $10,000 investment in Blue Chip Growth
w ould have grown to $ 40,894 , after deducting the fund's 3%
sales charge and assuming all distributions were reinvested. This was a
period of fluctuating stock prices and the figures below should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY BLUE CHIP GROWTH FUND INDICES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended Value of Value of Value of Total S&P 500 DJIA Cost of
July 31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 31,612 $ 1,065 $ 8,217 $ 40,894 $ 28,856 $ 30,838 $ 13,215

1994 $ 24,386 $ 821 $ 5,625 $ 30,832 $ 22,882 $ 24,023 $ 12,860

1993 $ 24,948 $ 829 $ 1,046 $ 26,823 $ 21,760 $ 21,979 $ 12,513

1992 $ 21,359 $ 570 $ 264 $ 22,193 $ 20,010 $ 20,459 $ 12,175

1991 $ 18,372 $ 414 $ 227 $ 19,013 $ 17,739 $ 17,700 $ 11,802

1990 $ 14,870 $ 173 $ 184 $ 15,227 $ 15,731 $ 16,387 $ 11,300

1989 $ 13,153 $ 38 $ 0 $ 13,191 $ 14,771 $ 14,451 $ 10,780

1988* $ 10,156 $ 0 $ 0 $ 10,156 $ 11,198 $ 11,145 $ 10,269

</TABLE>

* From December 31, 1987 (commencement of operations) .
Explanatory Notes: With an initial investment of $10,000 made on December
31, 1987, assuming the 3% load had been in effect , the net
amount invested in fund shares was $9,700. The cost of the initial
investment ($10,000), together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their cash
value at the time they were reinvested), amounted to $ 16,494. If
distributions had not been reinvested, the amount of distributions earned
from the fund over time would have been smaller, and cash payments for the
period would have amounted to $ 514 for dividends and $ 5,325
for capital gains distributions. Tax consequences of different
investments have not been factored into the above figures. The figures
shown above do not reflect the fund's 1% deferred sales charge which
applies to shares purchased prior to October 12, 1990.
PERFORMANCE COMPARISONS. The fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. In addition to the mutual fund
rankings, the fund's performance may be compared to stock, bond, and money
market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual
funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; model portfolios or
allocations ; saving for college or other goals; charitable giving; and
the Fidelity credit card. In addition, Fidelity may quote or reprint
financial or business publications and periodicals, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services and
products. Fidelity may also reprint, and use as advertising and sales
literature, articles from Fidelity Focus (registered trademark) , a
quarterly magazine provided free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of July 31, 1995 , FMR advised over $ 25 billion in tax-free
fund assets, $ 77 billion in money market fund assets, $ 214
billion in equity fund assets, $52 billion in international fund
assets, and $ 22 billion in Spartan fund assets. The fund may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity funds
under management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
The fund may be advertised as an investment choice under the Fidelity
College Savings Plan or the Fidelity Investor Card mutual fund option.
Advertising may contain illustrations of projected future college costs
based on assumed rates of inflation and examples of hypothetical
performance. Advertising for the Fidelity College Savings Plan mutual fund
option may be used in conjunction with advertising for the Fidelity College
Savings Plan brokerage option, a product offered through Fidelity Brokerage
Services, Inc. The Fidelity Investor Card is a product offered through
Fidelity Trust Company.
For illustrative purposes only, the fund may use the names of companies in
its advertising as examples of blue chip companies. Such companies will
only be mentioned if they meet the criteria for "blue chip" as set forth in
the fund's investment objectives and policies. These companies will not
necessarily reflect the portfolio composition of Fidelity Blue Chip Growth
Fund, nor does the mention of these companies indicate a recommendation to
purchase their stock.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the 1940
Act), FDC exercises its right to waive the fund's front-end sales charge on
shares acquired through reinvestment of dividends and capital gain
distributions or in connection with the fund's merger with or acquisition
of any investment company or trust. In addition, FDC has chosen to waive
the fund's sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:
1. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a U.S. employer
that is a member of a parent-subsidiary group of corporations (within the
meaning of Section 1563(a)(1) of the Internal Revenue Code, with "50%"
substituted for "80%") any member of which maintains an employee benefit
plan having more than 200 eligible employees, or a minimum of $3,000,000 in
plan assets invested in Fidelity mutual funds, or as part of an employee
benefit plan maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity mutual
funds, the assets of which are held in a bona fide trust for the exclusive
benefit of employees participating therein;
2. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds;
3. to shares in a Fidelity IRA account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit plan
provided that: (i) at the time of the distribution, the employer, or an
affiliate (as described in exemption above) of such employer, maintained at
least one employee benefit plan that qualified for exemption and that had
at least some portion of its assets invested in one or more mutual funds
advised by FMR, or in one or more accounts or pools advised by Fidelity
Management Trust Company; and (ii) the distribution is transferred from the
plan to a Fidelity Rollover IRA account within 60 days from the date of the
distribution;
4. to shares purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
5. to shares purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined by
Section 501(c)(3) of the Internal Revenue Code);
6. to shares purchased by an investor participating in the Fidelity Trust
Portfolios program (these investors must make initial investments of
$100,000 or more in the Trust Portfolios funds and must, during the initial
six-month period, reach and maintain an aggregate balance of at least
$500,000 in all accounts and subaccounts purchased through the Trust
Portfolios program);
7. to shares purchased through Portfolio Advisory Services;
8. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
9. to shares purchased by a bank trust officer, registered representative,
or other employee of a qualified recipient. Qualified recipients are
securities dealers or other entities, including banks and other financial
institutions, who have sold the fund's shares under special arrangements in
connection with FDC's sales activities;
10. to shares purchased in a Uniform Gifts to Minors/Uniform Transfers to
Minors account;
11. to shares purchased by contributions and exchanges to the following
prototype or prototype-like retirement plans sponsored by FMR Corp. or FMR
and that are marketed and distributed directly to plan sponsors or
participants without any intervention or assistance from any intermediary
distribution channel: The Fidelity IRA, T he Fidelity Rollover IRA,
The Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan, Fidelity
Defined Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b) Program,
The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt Employers,
and The CORPORATEplan for Retirement (Profit Sharing and Money Purchase
Plan);
12. to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification;
13. to shares purchased by a registered investment adviser (RIA) for his or
her discretionary accounts, provided he or she executes a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and operating
provisions. This waiver is available only for shares purchased directly
from Fidelity, without a broker, unless purchased through a brokerage firm
which is a correspondent of National Financial Services Corporation (NFSC).
The waiver is unavailable, however, if the RIA is part of an organization
principally engaged in the brokerage business, unless the brokerage firm in
the organization is an NFSC correspondent; or
14. to shares purchased by a trust institution or bank trust department for
its non-discretionary, non-retirement fiduciary accounts, provided it
executes a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
The fund's sales charge may be reduced to reflect sales charges previously
paid, or that would have been paid absent a reduction for some purchases
made directly with Fidelity as noted in the prospectus, in connection with
investments in other Fidelity funds. This includes reductions for
investments in prototype-like retirement plans sponsored by FMR or FMR
Corp., which are listed above.
On October 12, 1990, the fund changed its sales charge policy from a 2%
sales charge upon purchase and 1% deferred sales charge upon redemption, to
a 3% sales charge upon purchase. If your shares were purchased prior to
that date and you do not qualify for a front-end sales charge reduction
under applicable conditions noted above, then, when you redeem those
shares, a deferred sales charge amounting to 1% of the net asset value of
shares redeemed will be withheld from your redemption proceeds and paid to
FDC.
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1 995 :
New Year's Day (observed ), President's Day (observed) , Good
Friday, Memorial Day (observed), Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. Although FMR expects the same
holiday schedul e to be observed in the future, the NYSE may modify
its holiday schedule at any time. In addition, the fund will not process
wire purchases and redemptions on days when the Federal Reserve Wire System
is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities
and Exchange Commission (SEC). To the extent that portfolio securities
are traded in other markets on days when the NYSE is closed , the
fund's NAV may be affected on days when investors do not have access to the
fund to purchase or redeem shares. In addition, trading in some of the
fund's portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus , the fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at
the then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the fund may earn other types of income, such as interest, income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of dividends from the fund that qualifies for the deduction
generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. The fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital g ains, r egardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund , and such shares are
held six months or less and are sold at a loss, the portion of the loss
equal to the amount of the long-term capital gain distribution will be
considered a long-term loss for tax purposes. Short-term capital gains
distributed by the fund are taxable to shareholders as dividends, not as
capital gains.
A s of July 31, 1995, the fund hereby designates approximately
$10,106,000 as a capital gain dividend for the purpose of the
div idend paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign
governments may also impose taxes on other payments or gains with respect
to foreign securities. If, at the close of its fiscal year, more than
50% of the fund's total assets are invested in securities of foreign
issuers, the fund may elect to pass through foreign taxes paid and thereby
allow shareholders to take a credit or deduction on their individual tax
returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Securities Fund for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3rd
family and is entitled to 49% of the vote on any matter acted upon by the
voting common stock. Class A is held predominantly by non-Johnson family
member employees of FMR Corp. and its affiliates and is entitled to 51% of
the vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the Investment Company Act of 1940 (1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company.
Therefore, through their ownership of voting common stock and the execution
of the shareholders' voting agreement, members of the Johnson family may
be deemed, under the 1940 Act, to form a controlling group with respect to
FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR ;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within the
Fidelity organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. T he
business address of each Trustee and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation with
either the trust or F MR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3 d (65), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman and a
Director of FMR Texas Inc. (1989), Fidelity Management & Research (U.K.)
Inc., and Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is
President of FMR; and President and a Director of FMR Texas Inc. (1989),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.
RALPH F. COX (63), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71) , Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a
Trustee of College of the Holy Cross and Old Sturbridge Village, Inc.,
and he previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (6 7), Trustee (1990). Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), Consolidated Rail
Corporation, Birmingham Steel Corporation, and RPM, Inc. (manufacturer of
chemical products, 1990), and he previously served as a Director of NACCO
Industries, Inc. (mining and marketing, 1985-1995) and Hyster-Yale
Materials Handling, Inc. (1985-1995). In addition, he serves as a
Trustee of First Union Real Estate Investments, a Trustee and member
of the Executive Committee of the Cleveland Clinic Foundation, a
Trustee and member of the Executive Committee of University School
(Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), Trustee, is Executive-in-Residence
( 1995) at Columbia University Graduate School of Business and a
financial consultant. From 1987 to January 1995, Mr. Kirk was a
Professor at Columbia University Graduate School of Business. Prior to
1987, he was Chairman of the Financial Accounting Standards Board. Mr. Kirk
is a Director of General Re Corporation (reinsurance ), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995) . In addition, he serves as Vice Chairman of
the Board of Directors of the National Arts Stabilization Fund, Vice
Chairman of the Board of Trustees of the Greenwich Hospital Association,
and as a Member of the Public Oversight Board of the American Institute of
Certified Public Accountants' SEC Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) , is Vice Chairman of FMR
(1992). Prior to his retirement on May 31, 1990, he was a Director of FMR
(1989) and Executive Vice President of FMR (a position he held until March
31, 1991); Vice President of Fidelity Magellan Fund and FMR Growth Group
Leader; and Managing Director of FMR Corp. Mr. Lynch was also Vice
President of Fidelity Investments Corporate Services (1991-1992). He is a
Director of W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen
Corporation (engineering and construction). In addition, he serves as a
Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic
Deerfield (1989) and Society for the Preservation of New England
Antiquities, and as an Overseer of the Museum of Fine Arts of Boston
(1990).
GERALD C. McDONOUGH (66), Trustee (1989), is Chairman of G.M.
Management Group (strategic advisory services). Prior to his retirement in
July 1988, he was Chairman and Chief Executive Officer of Leaseway
Transportation Corp. (physical distribution services). Mr. McDonough is a
Director of ACME-Cleveland Corp. (metal working, telecommunications and
electronic products), Brush-Wellman Inc. (metal refining), York
International Corp. (air conditioning and refrigeration, 1989), Commercial
Intertech Corp. (water treatment equipment, 1992), and Associated Estates
Realty Corporation (a real estate investment trust, 1993).
EDWARD H. MALONE (70) , Trustee. Prior to his retirement in 1985, Mr.
Malone was Chairman, General Electric Investment Corporation and a Vice
President of General Electric Company. He is a Director of Allegheny Power
Systems, Inc. (electric utility), General Re Corporation (reinsurance) and
Mattel Inc. (toy manufacturer). In addition, he serves as a Trustee of
Corporate Property Investors, the EPS Foundation at Trinity College, the
Naples Philharmonic Center for the Arts, and Rensselaer Polytechnic
Institute, and he is a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (62), Trustee (1993) , is Chairman of the
Board, President, and Chief Executive Officer of Lexmark International,
Inc. (office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and subsidiaries.
Mr. Mann is a Director of M.A. Hanna Company (chemicals, 1993) and Infomart
(marketing services, 1991), a Trammell Crow Co. In addition, he serves as
the Campaign Vice Chairman of the Tri-State United Way (1993) and is a
member of the University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS ( 66), Trustee, is President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring in
1987, Mr. Williams served as Chairman of the Board of First Wachovia
Corporation (bank holding company), and Chairman and Chief Executive
Officer of The First National Bank of Atlanta and First Atlanta Corporation
(bank holding company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc. (1989), and
AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55) , Manager of Security Transactions of
Fidelity's equity funds is Vice President of FMR.
MICHAEL GORDON (31 ) is manager and Vice President of Blue Chip
Growth, which he has managed since January 1993. Previously, he managed
Select Chemicals, Select Biotechnology, and assisted on Magellan. Mr.
Gordon joined Fidelity in 1987.
ARTHUR S. LORING (47) , Secretary, is Senior Vice President (1993)
and General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the
Fidelity Funds and is an employee of FMR (1995). Before joining FMR, Mr.
Rathgeber was a Vice President of Goldman Sachs & Co. (1978-1995), where he
served in various positions, including Vice President of Proprietary
Accounting (1988-1992), Global Co-Controller (1992-1994), and Chief
Operations Officer of Goldman Sachs (Asia) LCC (1994-1995).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49 ), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity Funds,
Mr. Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation
of each current Trustee of the fund for his or her services as trustee for
the fiscal year ended July 31, 1995.
COMPENSATION TABLE

J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox 1,482 5,200 52,000 125,000

Phyllis Burke Davis 1,419 5,200 52,000 122,000

Richard J. Flynn 1,821 0 52,000 154,500

Edward C. Johnson 3d ** 0 0 0 0

E. Bradley Jones 1,469 5,200 49,400 123,500

Donald J. Kirk 1,483 5,200 52,000 125,000

Peter S. Lynch ** 0 0 0 0

Gerald C. McDonough 1,471 5,200 52,000 125,000

Edward H. Malone 1,469 5,200 44,200 128,000

Marvin L. Mann 1,468 5,200 52,000 125,000

Thomas R. Williams 1,443 5,200 52,000 126,500

</TABLE>

* Inform ation i s as of December 31, 1994 for 206 funds in the
complex.
** Intereste d trustees of the fund are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all
former non-interested Trustees, receive retirement benefits under the
program.
As of July 31, 1995, the Trustees and officers of the fund owned, in
the aggregate, less than 1% of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
c ompensates all officers of the f und and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of the fund
or FMR performing services relating to research, statistical, and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and
state laws ; developing management and shareholder services for the
fund; and furnishing reports, evaluations, and analyses on a variety of
subjects to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, audito r and non-interested
Trustees. Although the fund's current management contract provides
that the fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to
shareholders , the trust, on behalf of the fund has entered
into a revised transfer agent agreement with FSC, pursuant to which FSC
bears the c osts of providing these services to existing
shareholders. Other expenses paid by the fund include interest, taxes,
brokerage commissions, and t he fund's proportionate share of
insurance premiums and Investment Company Institute due s. The fund
is also liable for such non -recurring expenses as may arise,
including costs of any litigation to which the fund may be a p arty,
and any obligation it may have to indemnify its officers and Trustees
with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated August 1,
1994, which was approved by shareholders on July 13, 1994.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of the fund's performance to
that of the Standard & Poor's Composite Index of 500 Stocks (S&P
500).
COMPUTING THE BASIC FEE. The fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
s chedule shown belo w on the left. The schedule below on the
right shows the effective annual group fee rate at various asset levels,
which is the result of cumulatively applying the annualized rates on the
left. For example, the effective annu al fee rate at $333 b illion of
group net assets - the approximate level for July 1995 - w as .3129%,
wh ich is the weighted average of the respective fee rates for each
level of group net assets up to $ 333 billion.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 0 - 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3253

36 - 42 .3400 250 .3223

42 - 48 .3350 275 .3198

48 - 66 .3250 300 .3175

66 - 84 .3200 325 .3153

84 - 102 .3150 350 .3133

102 - 138 .3100

138 - 174 .3050

174 - 228 .3000

228 - 282 .2950

282 - 336 .2900

Over 336 .2850

Prior to August 1, 1994, the group fee rate was based on a schedule with
breakpoints ending at .3100% for average group assets in excess of $102
billion. The group fee rate breakpoints shown above for average group
assets in excess of $138 billion and under $228 billion were voluntarily
adopted by FMR on January 1, 1992. The additional breakpoints shown above
for average group assets in excess of $228 billion were voluntarily adopted
by FMR on November 1, 1993. The fund's current management contract reflects
these extensions of the group fee rate schedule.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints. The revised group fee
rate schedule provides for lower management fee rates as FMR's assets under
management increase. The revised group fee rate schedule is identical to
the above schedule for average group assets under $210 billion. For average
group assets in excess of $210 billion, the group fee rate schedule
voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

138 - $174 billion .3050% $150 billion .3371%

174 - 210 .3000 175 .3325

210 - 246 .2950 200 .3284

246 - 282 .2900 225 .3249

282 - 318 .2850 250 .3219

318 - 354 .2800 275 .3190

354 - 390 .2750 300 .3163

Over 390 .2700 325 .3137

350 .3113

375 .3090

400 .3067

The individual fund fee rate is .30%. Based on the average group net
assets of the funds advised by FMR for July 1995, the annual basic fee
rate would be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate

. 3129% + .30% = . 6129 %

One-twelfth of this annual basic fee rate is applied to the fund's
net assets averaged for the most recent month, giving a dollar
amoun t, which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to upward or
downward adjustment, depending upon whether, and to what extent, the fund's
investment performance for the performance period exceeds, or is exceeded
by, the record of the S&P 500 (the Index ) over the same period. The
performance period consists of the most recent month plus the previous 35
months. Each percentage point of difference, calculated to the nearest
1.0% (up to a maximum difference of (plus/minus)10.00 ) is multiplied
by a performance adjustment rate of .02%. Thus, the maximum annualized
adjustment rate is (plus/minus).20%. This performance comparison is
made at the end of each month. One twelfth (1/12) of this rate is then
applied to the fund's average net assets for the entire performance period,
giving a dollar amount which will be added to (or subtracted from)
the basic fee.
The fund's performance is calculated based on chang e in net asset
value. For purposes of calculating the performance adjustment, any
dividends or capital gain distributions paid by the fund are treated as if
reinvested in fund shares at the net asset value as of the record date for
payment. The record of the I ndex is based on change in value and is
adjusted for any cash distributions from the companies whose securities
compose th e Index.
Because the adjustment to the basic fee is based on the fund's performance
compared to the investment record of the Index, the controlling
factor is not whether the fund's performance is up or down per se, but
whether it is up or down more or less than the record of the Index.
Moreover, the comparative investment performance of the is based solely on
the relevant performance period without regard to the cumulative
performance over a longer or shorter period of time.
During the fiscal years ended July 31, 1995, 1994, and 1993, FMR
received $26,386,000, $9,579,000 and $4,266,000, respectively, for its
services as investment adviser to the fund. These fees, which include both
the basic fee and the performance adjustment, were equivalent to .69%,
.70%, and .72% , respectively, of the average net assets of the fund for
each of those years. For fiscal 1 995, 1994, and 1993, the upward
performance adjustments amounted to $2,593,000, $1,080,000, and
$547,000, respectively.
F MR may, from time to time, voluntarily reimburse all or a portion of
the fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and repayment of the
reimbursement by the fund will lower its total returns.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. FMR has entered into sub-advisory agreements with FMR U.K.
and FMR Far East. Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from the
sub-advisers. FMR may also grant the sub-advisers investment management
authority as well as the authority to buy and sell securities if FMR
believes it would be beneficial to the fund.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, a re wholly
owned subsidiaries of FMR. Under the sub-advisory agreements FMR pays the
fees of FMR U.K. and FMR Far East. For providing non-discretionary
investment advice and research services, FMR pays FMR U.K. and FMR Far East
fees equal to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's
costs incurred in connection with providing investment advice and research
services.
For providing discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
monthly management fee rate (including any performance adjustment) with
respect to the fund's average net assets managed by the sub-adviser on a
discretionary basis.
For providing investment advice and research services in fiscal 1995,
FMR U.K. received $235,880 and FMR Far East received $215,906. The
sub-advisors received no fees in fiscal 1994 and 1993.
For fiscal 1995, there were no fees paid to FMR U.K. and FMR Far East for
discretionary investment management and the execution of portfolio
transactions.
CONTRACTS WITH FMR AFFILIATES
FSC is transfer, dividend disbursing, and shareholder servicing agent
for the fund. FSC receives annual account fees and asset-based fees for
each retail account and certain institutional accounts based on account
size. In addition, the fees for retail accounts are subject to increase
based on postal rate changes. With respect to certain institutional
retirement accounts, FSC receives asset-based fees only. The asset-based
fees are subject to adjustment if the year-to-date total return of the
Standard & Poor's Composite Index of 500 Stocks is greater than positive or
negative 15%. FSC also collects small account fees from certain accounts
with balances of less than $2,500.
F SC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional information,
and all other reports, notices, and statements to shareholders, with the
exception of proxy statements.
FSC also performs the calculations necessary to determine the fund's
net asset value per share and dividends, and maintains the fund's
accounting records. The annual fee rates for these pricing and
bookkeeping services are based on the fund's average net assets,
specifically, .06% for the first $500 million of average net assets and
.03% for average net assets in excess of $500 million. The fee is limited
to a minimum of $45,000 and a maximum of $750,000 per year. Pricing and
bookkeeping fees, including related out-of-pocket expenses, paid to FSC
fo r fiscal 1995, 1994, and 1993 were $757,000, $560,000, and $330,000,
respectively .
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC. Sales charge revenue paid to FDC for fiscal
1995, 1994, and 1993 amounted to $10,174,000, $6,514,000, and
$1,319,000, respectively. FDC collected deferred sales charge revenue
of $17,000, $26,000, and $92,000, respectively, during fiscal 1995,
1994, and 1993.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Blue Chip Growth Fund is a fund of Fidelity
Securities Fund, an open-end management investment company organized as a
Massachusetts business trust on October 2, 1984. Currently, there
are four funds of the trust: Fidelity Blue Chip Growth Fund,
Fidelity OTC Portfolio, Fidelity Dividend Growth Fund, and Fidelity Growth
& Income Portfolio. The Declaration of Trust permits the Trustees to create
additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fun d. The underlying assets
of each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value yo u own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by v ote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fu nd may
invest all of its assets in another investment company.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of a fund's assets and the
appointment of the subcustodian banks and clearing agencies. The custodian
takes no part in determining the investment policies o f a fun d or in
deciding which securities are purchased or sold by a fund. However, a
fund may invest in obligations of the custodian and may purchase
securities from or sell securities to the custodian. Morgan Guaranty
Trust Company of New York, The Bank of New York, and Chemical Bank, each
headquartered in New York, also may serve as a special purpose custodian of
certain assets in connection with pooled repurchase agreement transactions.

FMR, its officers and directors, its affiliated companies, and the Board
of Trustees may, from time to time, conduct transactions with various
banks, including banks serving as custodians for certain funds
ad vised by FMR. The Boston branch of the fund's custodian leases its
office space from an affiliate of FMR at a lease payment which, when
entered into, was consistent with prevailing market rates. Transactions
that have occurred to date include mortgages and personal and general
business loans. In the judgment of FMR, the terms and conditions of those
transactions were not influenced by existing or potential custodial or
other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended July 31, 1 995 are included in the fund's Annual Report,
which is a separate report supplied with this Statement of Additional
Information. The fund's financial statements and financial highlights are
incorporated herein by reference.
FIDELITY OTC PORTFOLIO
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Fund at a Glance; Who May Want to
c............................... Invest

3a.................................. Financial Highlights
..

*
b...................................

c, d............................. Performance

4a i.............................. Charter

The Fund at a Glance; Investment Principles and
ii............................... Risks

Investment Principles and Risks
b...................................

Who May Want to Invest; Investment Principles and
c................................... Risks

5a.................................. Charter
..

b Cover Page; The Fund at a Glance; Charter; Doing
i.............................. Business with Fidelity

Charter
ii..............................

Expenses; Breakdown of Expenses
iii.............................

c................................ Charter

d................................ Charter; Breakdown of Expenses,

Cover Page; Charter
e....................................

Expenses
f....................................

g i.............................. Charter

*
ii...............................

5A................................. Performance
.

6a Charter
i.................................

How to Buy Shares; How to Sell Shares; Transaction
ii................................ Details; Exchange Restrictions

Charter
iii................................

*
b..................................

Transaction Details; Exchange Restrictions
c..................................

*
d..................................

Doing Business with Fidelity; How to Buy Shares;
e.................................. How to Sell Shares; Investor Services

f, Dividends, Capital Gains, and Taxes
g..............................

7 Cover Page; Charter
a..................................

Expenses; How to Buy Shares; Transaction Details
b.................................

Sales Charge Reductions and Waivers
c..................................

How to Buy Shares
d..................................

*
e..................................

f................................ Breakdown of Expenses

8................................... How to Sell Shares; Investor Services; Transaction
... Details; Exchange Restrictions

9................................... *
...

</TABLE>

* Not Applicable
FIDELITY OTC PORTFOLIO
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10, Cover Page
11.............................

12.................................. Description of the Trust
..

13a - Investment Policies and Limitations
c............................

Portfolio Transactions
d..................................

14a - Trustees and Officers
c............................

15a , *
b.............................

Trustees and Officers
c................................

16a FMR, Portfolio Transactions
i................................

Trustees and Officers
ii..............................

Management Contract
iii..............................

Management Contract
b.................................

c, Contracts with FMR Affiliates
d.............................

e........................... *

f........................... *

g........................... *

Description of the Trust
h.................................

Contracts with FMR Affiliates
i.................................

17a - Portfolio Transactions
c............................

*
d,e..............................

18a................................ Description of the Trust
..

*
b.................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b................................ Valuation of Portfolio Securities

*
c.................................

20.................................. Distributions and Taxes
..

21a, b............................ Contracts with Companies Affiliated with FMR

*
c.................................

22a b...................... Performance
.

23.................................. Financial Statements
..

</TABLE>

* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (SAI) dated September
19,1995 . The SAI has been filed with the Securities and Exchange
Commission (SEC) and is incorporated herein by reference (legally forms a
part of the prospectus). For a free copy of either document, call Fidelity
at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
OTC-pro-995
OTC is a growth fund. It seeks to increase the value of your investment
over the long term by investing mainly in equity securities traded
on the over-the-counter market.
FIDELITY
OTC
PORTFOLIO
PROSPECTUS
SEPTEMBER 19, 1995 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109

CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's sales
charge (load) and its yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

SALES CHARGE REDUCTIONS
AND WAIVERS

KEY FACTS

THE FUND AT A GLANCE
GOAL: Capital appreciation (increase in the value of the fund's
shares) . As with any mutual fund, there is no assurance that the fund
will achieve its goal.
STRATEGY: Invests mainly in equity securities traded on the
over-the-counter market .
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the fund.
SIZE: As of July 31, 199 5 , the fund had over $ 2.1 b illion in
assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who are looking for an investment that
focuses on the over-the-counter market. This strategy often leads to
investments in smaller, less well-known companies.
The value of the fund's investments will vary from day to day, and
generally reflect market conditions, interest rates, and other company,
political, or economic news. In the short-term, stock prices can
fluctuate dramatically in response to these factors. The securities of
small, less well-known companies may be more volatile than those of larger
companies. Over time, however, stocks have shown greater growth potential
than other types of securities. When you sell your shares, they may be
worth more or less than what you paid for them. By itself, the fund does
not constitute a balanced investment plan.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. OTC is
in the GROWTH category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(solid bullet) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(right arrow) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell, or
hold shares of a fund. See pages and - for an explanation of how and when
these charges apply. Lower sales charges may be available for
accounts over $250,000.
Maximum sales charge on purchases
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee
(for accounts under $2500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee that varies based on its performance. It also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and financial reports. The fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page ).
The following are projections based on historical expenses , and are
calculated as a percentage of average net assets.
Management fee .51%

12b-1 fee None

Other expenses .30%

Total fund operating expenses .81%

After 3 years $ 55

After 5 years $ 74

After 10 years $ 12
7

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
38.Years ended July 31
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
D

39.Net asset value,
$ 14.7 $ 18.5 $ 21.7 $ 17.9 $ 22.3 $ 20.4 $ 24.2 $ 24.6 $ 25.9 $ 22.4
beginning of period
6 5 9 5 6 2 8 5 0 2

40.Income from
Investment Operations

41. Net investment
.04 .02 .17 .50 .51 .19 .08 .06 .12 .09
income

42. Net realized and
4.21 4.51 (2.06 4.21 .47 4.30 2.92 3.68 (.08) 8.79
unrealized gain (loss) )
on investments

43. Total from
4.25 4.53 (1.89 4.71 .98 4.49 3.00 3.74 .04 8.88
investment )
operations

44.Less Distributions

45. From net
(.01) (.02) (.02) (.30) (.51) (.05) (.12) (.25) (.12) (.09)
investment income

46. From net realized
(.45) (1.27 (1.93 -- (2.41 (.58) (2.51 (2.24 (3.40 (.12)
gain ) ) ) ) ) )

47. Total distributions
(.46) (1.29 (1.95 (.30) (2.92 (.63) (2.63 (2.49 (3.52 (.21)
) ) ) ) ) )

48.Net asset value,
$ 18.5 $ 21.7 $ 17.9 $ 22.3 $ 20.4 $ 24.2 $ 24.6 $ 25.9 $ 22.4 $ 31.0
end of period
5 9 5 6 2 8 5 0 2 9

49.Total return B,C
29.99 26.56 (5.85) 26.72 4.53 23.03 13.30 16.67 (.36) 39.98
% % % % % % % % % %

50.RATIOS AND SUPPLEMENTAL DATA

51.Net assets, end of
$ 784 $ 1,27 $ 933 $ 772 $ 697 $ 864 $ 1,03 $ 1,32 $ 1,23 $ 2,11
period (In millions)
4 7 7 0 0

52.Ratio of expenses
1.31 1.36 1.42 1.32 1.35 1.29 1.17 1.08 .88% .81%
to average net assets
% % % % % % % % A A

53.Ratio of expenses
1.31 1.36 1.42 l.32% 1.35 1.29 1.17 1.08 .89% .82%
to average net assets
% % % % % % % A A
before expense
reductions

54.Ratio of net
.57% .12% .90% 2.02 2.30 1.00 .59% .53% .48% .35%
investment income to
average net assets

55.Portfolio turnover
132% 191% 193% 118% 212% 198% 245% 213% 222% 62%
rate

</TABLE>

A FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C TOTAL REUTURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
D EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT PER SHARE MAY REFLECT CERTAIN RECLASSIFICAITONS
RELATED TO BOOK TAX DIFFERENCES.

PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from August 1 through July 31. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (NASDAQ Index), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal years Pas Past Past
ended t 1 5 10
July 31, 199 5 yea year year
r s s

OTC 39.98 17.80 16.62
% % %

OTC 35.78 17.08 16.27
(load adj. A ) % % %

NASDAQ 38.64 17.97 12.76
Index % % %

Consumer 2.76 3.18 3.53
Price % % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal years Pas Past Past
ended t 1 5 10
July 31, 199 5 yea year year
r s s

OTC 39.98 126.8 365.43
% 3% %

OTC 35.78 120.0 351.47
(load adj A ) % 3% %

NASDAQ 38.64 128. 4 232.31
Index % 6 % %

Consumer 2.76 16.95 41.47
Price % % %
Index

A LOAD -ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 3%
SALES CHARGE.
EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on July 31, 198 5 . From that date through July 31, 199 5 ,
the fund's total return, including the effect of paying the 3% sales
charge, was 351.47%. That $10,000 would have grown to $45,147 (the initial
investment plus 351.47% of $10,000).
UNDERSTANDING
PERFORMANCE
Because this fund invests in
stocks, its performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run. You
can see these two
characteristics reflected in the
fund's performance; the
year-by-year total returns on
page show that short-term
returns can vary widely, while
the returns at left show
long-term growth.
(checkmark)
$10,000 OVER TEN YEARS
Fiscal years 19 85 19 90 199 5
Row: 1, Col: 1, Value: 9700.0
Row: 2, Col: 1, Value: 9772.290000000001
Row: 3, Col: 1, Value: 9121.68
Row: 4, Col: 1, Value: 9679.040000000001
Row: 5, Col: 1, Value: 10290.78
Row: 6, Col: 1, Value: 10827.75
Row: 7, Col: 1, Value: 11595.82
Row: 8, Col: 1, Value: 12438.65
Row: 9, Col: 1, Value: 13063.99
Row: 10, Col: 1, Value: 13356.26
Row: 11, Col: 1, Value: 13682.52
Row: 12, Col: 1, Value: 13798.07
Row: 13, Col: 1, Value: 12608.58
Row: 14, Col: 1, Value: 13233.91
Row: 15, Col: 1, Value: 11881.29
Row: 16, Col: 1, Value: 12464.4
Row: 17, Col: 1, Value: 12273.99
Row: 18, Col: 1, Value: 12061.61
Row: 19, Col: 1, Value: 13548.26
Row: 20, Col: 1, Value: 14998.29
Row: 21, Col: 1, Value: 14961.67
Row: 22, Col: 1, Value: 14793.23
Row: 23, Col: 1, Value: 14925.06
Row: 24, Col: 1, Value: 15225.31
Row: 25, Col: 1, Value: 15957.65
Row: 26, Col: 1, Value: 16704.64
Row: 27, Col: 1, Value: 16602.11
Row: 28, Col: 1, Value: 11600.24
Row: 29, Col: 1, Value: 10897.19
Row: 30, Col: 1, Value: 12254.19
Row: 31, Col: 1, Value: 12689.45
Row: 32, Col: 1, Value: 13534.85
Row: 33, Col: 1, Value: 13844.56
Row: 34, Col: 1, Value: 14263.07
Row: 35, Col: 1, Value: 14137.52
Row: 36, Col: 1, Value: 15075.0
Row: 37, Col: 1, Value: 15024.78
Row: 38, Col: 1, Value: 14664.85
Row: 39, Col: 1, Value: 15225.66
Row: 40, Col: 1, Value: 15217.29
Row: 41, Col: 1, Value: 14723.44
Row: 42, Col: 1, Value: 15054.81
Row: 43, Col: 1, Value: 16025.54
Row: 44, Col: 1, Value: 15982.96
Row: 45, Col: 1, Value: 16681.21
Row: 46, Col: 1, Value: 17498.66
Row: 47, Col: 1, Value: 18282.06
Row: 48, Col: 1, Value: 18239.48
Row: 49, Col: 1, Value: 19039.91
Row: 50, Col: 1, Value: 19891.42
Row: 51, Col: 1, Value: 20005.0
Row: 52, Col: 1, Value: 19330.48
Row: 53, Col: 1, Value: 19507.98
Row: 54, Col: 1, Value: 19630.34
Row: 55, Col: 1, Value: 18236.52
Row: 56, Col: 1, Value: 18743.36
Row: 57, Col: 1, Value: 19454.89
Row: 58, Col: 1, Value: 18889.57
Row: 59, Col: 1, Value: 20127.43
Row: 60, Col: 1, Value: 20166.42
Row: 61, Col: 1, Value: 19903.25
Row: 62, Col: 1, Value: 18187.79
Row: 63, Col: 1, Value: 17186.83
Row: 64, Col: 1, Value: 16824.37
Row: 65, Col: 1, Value: 17992.31
Row: 66, Col: 1, Value: 18697.66
Row: 67, Col: 1, Value: 20170.08
Row: 68, Col: 1, Value: 21733.26
Row: 69, Col: 1, Value: 22953.55
Row: 70, Col: 1, Value: 22913.21
Row: 71, Col: 1, Value: 24032.65
Row: 72, Col: 1, Value: 22872.87
Row: 73, Col: 1, Value: 24486.48
Row: 74, Col: 1, Value: 25777.36
Row: 75, Col: 1, Value: 25550.84
Row: 76, Col: 1, Value: 26661.74
Row: 77, Col: 1, Value: 25401.29
Row: 78, Col: 1, Value: 27889.33
Row: 79, Col: 1, Value: 29093.59
Row: 80, Col: 1, Value: 29149.87
Row: 81, Col: 1, Value: 28215.72
Row: 82, Col: 1, Value: 27382.87
Row: 83, Col: 1, Value: 27776.78
Row: 84, Col: 1, Value: 27169.03
Row: 85, Col: 1, Value: 27743.02
Row: 86, Col: 1, Value: 27056.48
Row: 87, Col: 1, Value: 27891.57
Row: 88, Col: 1, Value: 28930.93
Row: 89, Col: 1, Value: 30972.97
Row: 90, Col: 1, Value: 32055.93
Row: 91, Col: 1, Value: 32268.39
Row: 92, Col: 1, Value: 31006.15
Row: 93, Col: 1, Value: 32080.93
Row: 94, Col: 1, Value: 31143.62
Row: 95, Col: 1, Value: 31980.95
Row: 96, Col: 1, Value: 32018.44
Row: 97, Col: 1, Value: 32368.37
Row: 98, Col: 1, Value: 32968.25
Row: 99, Col: 1, Value: 33874.31
Row: 100, Col: 1, Value: 34321.09
Row: 101, Col: 1, Value: 33413.99
Row: 102, Col: 1, Value: 34727.31
Row: 103, Col: 1, Value: 35662.38
Row: 104, Col: 1, Value: 35288.35000000001
Row: 105, Col: 1, Value: 33878.54
Row: 106, Col: 1, Value: 32943.47
Row: 107, Col: 1, Value: 32770.84
Row: 108, Col: 1, Value: 31562.43
Row: 109, Col: 1, Value: 32252.95
Row: 110, Col: 1, Value: 33864.16
Row: 111, Col: 1, Value: 33950.47
Row: 112, Col: 1, Value: 34727.31
Row: 113, Col: 1, Value: 33590.83
Row: 114, Col: 1, Value: 33791.27
Row: 115, Col: 1, Value: 33718.66
Row: 116, Col: 1, Value: 35490.27
Row: 117, Col: 1, Value: 36681.02
Row: 118, Col: 1, Value: 38220.28999999999
Row: 119, Col: 1, Value: 39309.39
Row: 120, Col: 1, Value: 42358.89
Row: 121, Col: 1, Value: 45146.99
$
$45,147
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
NASDAQ INDEX(registered trademark) is the NASDAQ Composite Index ,
an unmanaged index which assume s reinvestment of all
dividends and quotes more than 5,000 over-the-counter stock prices.
NASDAQ figures do not include any allowance for the brokerage
commissions or other fees you would pay if you actually invested in those
stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Mid-Cap Objective, which
currently reflects the performance of over 75 mutual funds with
similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 19 85 19 86 19 87 19 88 1 989
19 90 19 91 19 92 19 93 19 94
OTC 68.64% 11.40% 1.60% 22.85% 30.39% -4.75% 49.16% 14.94%
8.33% -2.70%
Competitive funds average 30.66% 11.07% 0.06% 15.53% 26.53% -3.95% 50.41%
9.7
0% 14.71% -2.05%
Percentage (%)
Row: 1, Col: 1, Value: 68.64
Row: 1, Col: 2, Value: 30.66
Row: 2, Col: 1, Value: 11.4
Row: 2, Col: 2, Value: 11.07
Row: 3, Col: 1, Value: 1.6
Row: 3, Col: 2, Value: 0.06
Row: 4, Col: 1, Value: 22.85
Row: 4, Col: 2, Value: 15.53
Row: 5, Col: 1, Value: 30.39
Row: 5, Col: 2, Value: 26.53
Row: 6, Col: 1, Value: -4.75
Row: 6, Col: 2, Value: -3.95
Row: 7, Col: 1, Value: 49.16
Row: 7, Col: 2, Value: 50.41
Row: 8, Col: 1, Value: 14.94
Row: 8, Col: 2, Value: 9.699999999999999
Row: 9, Col: 1, Value: 8.33
Row: 9, Col: 2, Value: 14.71
Row: 10, Col: 1, Value: -2.7
Row: 10, Col: 2, Value: -2.05
(large solid box) OTC
(large hollow box) Competitive
funds
average
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
THE FUND IN DETAIL

CHARTER
OTC IS A MUTUAL FUND: an investment that pools shareholders' money and
invests it toward a specified goal. In technical terms, the fund is
currently a diversified fund of Fidelity Securities Fund, an open-end
management investment company organized as a Massachusetts business trust
on October 2, 1984.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, and Fidelity Management & Research (Far
East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Abigail Johnson is manager and Vice President of OTC, which she has managed
since April 1994. Previously, she managed Dividend Growth and the Select
Industrial Equipment, Developing Communications, and Telecommunications
Portfolios. Ms. Johnson joined Fidelity in 1988.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR
Far East. Members of the Edward C. Johnson 3d family are the predominant
owners of a class of shares of common stock representing approximately 49%
of the voting power of FMR Corp. Under the Investment Company Act of 1940
(the 1940 Act), control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company; therefore, the Johnson family may be deemed under the 1940 act to
form a controlling group with respect to FMR Corp.
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS CAPITAL APPRECIATION by investing primarily in
securities traded on the over-the-counter (OTC) market. FMR normally
invests at least 65% of the funds total assets in securities principally
traded on the OTC market. The fund focuses on common stock but may
invest in securities of all types.
In the OTC market, securities are traded through a telephone or computer
network that connects securities dealers. A security that trades solely on
the OTC market is not traded on the floor of an organized exchange.
Securities that begin to trade principally on an exchange after purchase
continue to be considered OTC securities for the purposes of the 65%
policy.
The fund does not place any emphasis on income, except when FMR
believes income will have a favorable influence on the security's market
value.
Securities traded on the OTC market tend to be those of smaller companies,
which carry more risk than investing in larger companies. Their reliance on
limited product lines and markets, financial resources, or other factors
may make small companies more susceptible to set-backs or downturns. As a
result their stock prices may be particularly volatile.
The value of the funds domestic and foreign securities varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies, and general market conditions.
Investments in foreign securities may involve risks in addition to those
of U.S. investments, including increased political and economic risk, as
well as exposure to currency fluctuations.
FMR may use various investment techniques to hedge the fund's risks, but
there is no guarantee that these strate gies will work as FMR intends.
Also, as a mutual fund, the fund seeks to spread investment risk by
diversifying its holdings among many companies and industries. Of
course, when you sell your shares of the fund, they may be worth more or
less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed
information about the fund's investments are contained in the fund's SAI.
Policies and limitations are considered at the time of purchase; the sale
of instruments is not required in the event of a subsequent change in
circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa.
Debt securities, loans, and other direct debt have varying degrees of
quality and varying levels of sensitivity to changes in interest rates.
Lower-quality debt securities are sometimes called "junk bonds."
Longer-term bonds are generally more sensitive to interest rate changes
than short-term bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
RESTRICTIONS: Purchase of a debt security is consistent with the
fund's debt quality policy if it is rated at or above the stated level by
Moody's or rated in the equivalent categories by S&P, or is unrated but
judged to be of equivalent quality by FMR. The fund currently intends to
limit its investments in lower than Baa-quality debt securities to 5% of
its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign operations
may involve additional risks and considerations. These include risks
relating to political or economic conditions in foreign countries,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and the potentially less stringent
investor protection and disclosure standards of foreign markets.
Addition ally, governmental issuers of foreign s ecurities may be
unwilling to repay principal and interest when due, and may require that
the conditions for payment be renegotiated. All of these factors can
make foreign investments, especially those in developing countries, more
volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may
result in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related investments.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a delay in
recovering the fund's securities. The fund may also lend money to other
funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks capital appreciation by investing primarily in securities
traded on the over-the-counter securities market. OTC securities mean
securities principally traded on the over-the-counter market which may be
listed for trading on the New York or American Stock Exchange, or a foreign
exchange, and may include American Depositary Receipts and securities
eligible for unlisted trading privileges on such exchanges. No emphasis is
placed on dividend income except when FMR believes this income will have a
favorable influence on the market value of the security. The fund may also
make substantial temporary investments in debt obligations for defensive
purposes when FMR believes market conditions warrant. With respect to 75%
of total assets, the fund may not invest more than 5% of its total assets
in any one issuer and may not own more than 10% of the outstanding voting
securities of a single issuer. The fund may not invest more than 25% of its
total assets in any one industry. The fund may borrow only for temporary or
emergency purposes, but not in an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well the fund has performed relative to
the NASDAQ Index.
Manage = Ba +/- Performa
ment sic nce
fee fee adjustme
nt

THE BASIC FEE (calculated monthly) is calculated by adding a group fee rate
to an individual fund fee rate, and multiplying the result by the fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For July 19 95 , the group fee rate was .31 %. The
individual fund fee rate is .35%. The basic fee rate for fiscal 19 95
was .67 %.
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing the
fund's performance to that of the NASDAQ Index over the most recent
36-month period. The difference is translated into a dollar amount that is
added to or subtracted from the basic fee. The maximum annualized
performance adjustment rate is " .20%.
The total management fee rate for fiscal 19 95 was .51 %.
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives
is designed to be responsive
to changes in FMR's total
assets under management.
Building this variable into the
fee calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
Another variable, the
performance adjustment,
rewards FMR when the fund
outperforms the NASDAQ
Index (an established index of
stock market performance)
and reduces FMR's fee when
the fund underperforms this
index.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
19 95 , the fund paid FSC fees equal to .29 % of its average net
assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a por tion
of the commissions paid by the fund to reduce the fund's custodian or
transfer agent fees.
The fund's portfolio turnover rate for fiscal 1995 was 62 %.
This rate varies from year to year.
YOUR ACCOUNT

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $ 320 billion
(solid bullet) Number of shareholder
accounts: over 21 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page . When you buy shares at the
offering price, Fidelity deducts 3% and invests the rest at the NAV.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
These minimums may vary for investments through Fidelity Portfolio
Advisory Services. Refer to the product materials for details .

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity
check payable to OTC Portfolio." Indicate
"Fidelity OTC Portfolio." your fund account
Mail to the address number on your check
indicated on the and mail to the address
application. printed on your account
statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity OTC
Bank Routing Portfolio" and include
#021001033, your account number
Account #00163053. and your name.
Specify "Fidelity OTC
Portfolio"and include
your new account
number and your
name.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)

24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be sus pended or revoked, see page
.
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of the fund's sales charge, you may not want to set up a
systematic withdrawal plan during a period when you are buying shares on a
regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

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DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

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<CAPTION>
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FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

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A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on
the fund and its investments and these taxes generally will reduce the
fund's distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 3% of the offering price, or 3.09% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be r efused if, in FMR's opinion, they
would disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE
of $12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$60.00 per shareholder. It is expected that accounts will be valued on the
second Friday in November of each year. Accounts opened after September 30
will not be subject to the fee for that year. The fee, which is payable to
the transfer agent, is designed to offset in part the relatively higher
costs of servicing smaller accounts. The fee will not be deducted from
retirement accounts (except non-prototype retirement accounts), accounts
using regular investment plans, or if total assets in Fidelity funds exceed
$50,000. Eligibility for the $50,000 waiver is determined by aggregating
Fidelity mutual fund accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the same
social security number for the custodian of a Uniform Gifts/Transfers to
Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC collects the proceeds from the fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 2.25%
of the fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCTIONS. The fund's sales charge may be reduced if you invest directly
with Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of your
account, must fall within the ranges shown below. However, purchases made
with assistance or intervention from a financial intermediary are not
eligible. Call Fidelity to see if your purchase qualifies.
Ranges Sales charge Net amount invested

$0 - 249,999 3% 3.09%

$250,000 - 499,999 2% 2.04%

$500,000 - 999,999 1% 1.01%

$1,000,000 or more none none

The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for
any sales charge you would have paid if the reductions in the table above
had not existed. These sales charge credits only apply to purchases made in
one of the ways listed below, and only if you continuously owned Fidelity
fund shares or a Fidelity brokerage core account, or participated in The
CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund.
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund.
3. With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund.
4. Through the Directed Dividends Option (see page ).
5. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio.
WAIVERS. The fund's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products.
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more.
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code).
5. If you are an investor participating in the Fidelity Trust Portfolios
program.
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee.
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
10. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
11. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
12. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), (9), and (11) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY OTC PORTFOLIO
A FUND OF FIDELITY SECURITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 19, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated September 19, 1995). Please
retain this document for future reference. The fund's financial statements
and financial highlights, included in the Annual Report for the fiscal year
ended July 31, 1995 , are incorporated herein by reference. To obtain
an additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
OTC-ptb-995
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of its total assets, purchase the securities of any
one issuer (other than securities issued or guaranteed by the U. S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within 3 days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite any issue of securities (except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to purchase interests of real
estate investment trusts that are not readily marketable or
interests of real estate limited partnerships that are not listed on
an exchange or traded on the NASDAQ National Market System if as
a result, the sum of such interests and other investments considered
illiquid under limitation (iv) would exceed 10% of the fund's net
assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as an investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements).
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign operations
may involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADR's) as well as other "hybrid" forms of
ADRs including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and if the guidelines so require will
set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500(Registered trademark)). Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary
market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, are not
fundamental policies and may be changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options the fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to,
and borrow money from, other funds advised by FMR or its affiliates.
Interfund loans and borrowings normally extend overnight, but can have a
maximum duration of seven days. Loans may be called on one day's notice. A
fund will lend through the program only when the returns are higher than
those available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental, or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk
of loss in case of default or insolvency of the borrower and may offer less
legal protection to the fund in the event of fraud or misrepresentation. In
addition, loan participations involve a risk of insolvency of the lending
bank or other financial intermediary. Direct debt instruments may also
include standby financing commitments that obligate the fund to supply
additional cash to the borrower on demand.
LOWER-QUALITY DEBT SECURITIES. The fund may purchase lower-quality debt
securities (those rated below Baa by Moody's Investors Service, Inc. or BBB
by Standard and Poor's Corporation, and unrated securities judged by FMR to
be of equivalent quality) that have poor protection with respect to the
payment of interest and repayment of principal , or may be in
default . These securities are often considered to be speculative and
involve greater risk of loss or price changes due to changes in the
issuer's capacity to pay. The market prices of lower-quality debt
securities may fluctuate more than those of higher-quality debt securities
and may decline significantly in periods of general economic difficulty,
which may follow periods of rising interest rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund
highly leveraged corporate acquisitions and restructurings. Past experience
may not provide an accurate indication of the future performance of the
high-yield bond market, especially during periods of economic recession. In
fact, from 1989 to 1991, the percentage of lower-quality securi ties that
defaulted rose significantly above prior levels, although the default rate
decreased in 1992, 1993, and 1994.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and the fund's ability to sell these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer. Real estate-related instruments may also be
affected by tax and regulatory requirements, such as those relating to the
environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security . To protect the
fund from the risk that the original seller will not fulfill its obligation
the securities are held in an account of the fund at a bank,
marked-to-market daily, and maintained at a value at least equal to the
sale price plus the accrued incremental amount. While it does not presently
appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX." If the fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expenses , in connection with
opening, maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values , mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. Because the market for most OTC securities is made by market or
dealers, rather than on an exchange, FMR will place most of its orders with
dealers. Ordinarily commissions are not charged on such orders. Thus, the
fund should incur a relatively small amount of commissions expenses. When
the fund places an order with a dealer, it pays a spread, which is included
in the cost of the security, and is the difference between the dealer's
cost and the cost to the fund. If FMR grants investment management
authority to the sub-advisers (see the section entitled "Management
Contract"), the sub-advisers are authorized to place orders for the
purchase and sale of portfolio securities, and will do so in accordance
with the policies described below. FMR is also responsible for the
placement of transaction orders for other investment companies and accounts
for which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR considers various relevant factors, including, but not limited
to: the size and type of the transaction; the nature and character of the
markets for the security to be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer firm;
the broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S. exchanges and
may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal years ended July 31 , 1995 and 1994, the fund's
portfolio turnover rates were 62% and 222%, respectively. Because a
high turnover rate increases transaction costs and may increase taxable
gains, FMR carefully weighs the anticipated benefits of short-term
investing against these consequences.
For fiscal 1995, 1994, and 1993, the fund paid brokerage commissions of
$ 491,000 , $2,511,000, and $1,524, 000 , respectively. The fund
pays both commissions and spreads in connection with the placement of
portfolio transactions. FBSI is paid on a commission basis. During fiscal
1995, 1994, and 1993, the fund paid brokerage commissions of
$ 102,000 , $140,000, and $84,000, respectively, to FBSI. During
fiscal 1995, this amounted to approximately 21 % of the aggregate
brokerage commissions paid by the fund for transactions involving
approximately 28 % of the aggregate dollar amount of transactions for
which the fund paid brokerage commissions. The difference between the
percentage of brokerage commissions paid to and the percentage of the
dollar amount of transactions effected through FBSI is a result of the low
commission rates charged by FBSI.
During fiscal 1995, 1994 and 1993, the fund paid no brokerage
commissions to FBSL.
During fiscal 1995, the fund paid $ 466,000 in commissions to
brokerage firms that provided research services involving approximately
$ 302,375,000 of transactions. The provision of research services was
not necessarily a factor in the placement of all this business with such
firms.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing
techniques. This two-fold approach is believed to more accurately
reflect fair value because it takes into account appropriate factors such
as institutional trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance upon quoted, exchange, or over-the
counter prices. Use of pricing services has been approved by the Board of
Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual total returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking the
fund's 3% maximum sales charge into account Excluding the fund's sales
charge from a total return calculation produces a higher total return
figure. Total returns, yields, and other performance information may be
quoted numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average. On July 28 , 1995, the 13-week and 39-week
long-term moving averages were $ 28.64 and $ 25.59 ,
respectively.
HISTORICAL FUND RESULTS. The following table shows the fund's total returns
for periods ended July 31, 1995. Total return figures include the effect of
the fund's 3 % sales charge.
Average Annual Total Returns Cumulative Total Returns

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
One Five Ten One Five Ten
Year Years Years Year Years Years

35.78 % 17.08 % 16.27 % 35.78 % 120.03 % 351.47%

</TABLE>

The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the NASDAQ Composite Index (NASDAQ Index), and the cost of living
(measured by the Consumer Price Index, or CPI) over the same period. The
CPI information is as of the month end closest to the initial investment
date for each fund. The NASDAQ Index is provided to show how the fund's
total return compared to the record of a broad average of over-the-counter
stock prices over the same period. The fund has the ability to invest in
securities not included in either index, and its investment
portfolio may or may not be similar in composition to the indices. Figures
for the NASDAQ Index are based on the prices of unmanaged groups of stocks
and, unlike the fund's returns, do not include the effect of paying
brokerage commissions and other costs of investing.
During the ten year per iod ended July 31, 1995, a hypothetical
$10,000 investment in OTC would have grown to $ 45,147 , after
deducting the fund's 3% sales charge and assuming all distributions were
reinvested. This was a period of fluctuating stock prices and the figures
below should not be considered representative of the dividend income or
capital gain or loss that could be realized from an investment in the fund
today.
FIDELITY OTC PORTFOLIO INDICES

Value of Value of Value of

Year Initial Reinvested Reinvested Cost

Ended $10,000 Dividend Capital Gain Total NASDAQ of

7/31 Investment Distributions Distributions Value Index Living

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1995 $ 20,432 $ 2,443 $ 22,272 $ 45,147 $ 33,231 $ 14,147

1994 14,734 1,458 16,061 32,253 23,969 13,766

1993 17,021 1,535 13,812 32,368 23,389 13,395

1992 16,200 1,157 10,386 27,743 19,278 13,033

1991 15,956 1,008 7,522 24,486 16,663 12,635

1990 13,420 793 5,690 19,903 14,545 12,096

1989 14,695 377 3,968 19,040 15,063 11,540

1988 11,796 43 3,186 15,025 12,856 10,993

1987 14,320 29 1,609 15,958 14,436 10,557

1986 12,191 9 409 12,609 12,326 10,158

</TABLE>

E xplanatory Notes: With an initial investment of $10,000 made on
July 31, 1985 assuming the 3% load had been in effect the net amount
invested in fund shares was $9,700. The cost of the initial investment
($10,000), together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at the
time they were reinvested), amounted to $ 26,467 . If distributions
had not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period would
have amounted to $ 1,045 for dividends and $ 9,733 for capital
gains distributions. Tax consequences of different investments have not
been factored into the above figures.
PERFORMANCE COMPARISONS. The fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. In addition to the mutual fund
rankings, the fund's performance may be compared to stock, bond, and money
market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of July 31, 1995, FMR advised over $ 25 billion in tax-free fund
assets, $ 77 billion in money market fund assets, $ 214 billion
in equity fund assets, $ 52 billion in international fund assets, and
$ 22 billion in Spartan fund assets. The fund may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States, making
FMR America's leading equity (stock) fund manager. FMR, its subsidiaries,
and affiliates maintain a worldwide information and communications network
for the purpose of researching and managing investments abroad.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the
1940 Act), FDC exercises its right to waive the fund's front-end sales
charge on shares acquired through reinvestment of dividends and capital
gain distributions or in connection with the fund's merger with or
acquisition of any investment company or trust. In addition, FDC has chosen
to waive the fund's sales charge in certain instances because of
efficiencies involved in those sales of shares. The sales charge will not
apply:
15. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a U.S. employer
that is a member of a parent-subsidiary group of corporations (within the
meaning of Section 1563(a)(1) of the Internal Revenue Code, with "50%"
substituted for "80%") any member of which maintains an employee benefit
plan having more than 200 eligible employees, or a minimum of $3,000,000 in
plan assets invested in Fidelity mutual funds, or as part of an employee
benefit plan maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity mutual
funds, the assets of which are held in a bona fide trust for the exclusive
benefit of employees participating therein;
16. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds;
17. to shares in a Fidelity IRA account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit plan
provided that: (i) at the time of the distribution, the employer, or an
affiliate (as described in exemption (1) above) of such employer,
maintained at least one employee benefit plan that qualified for exemption
(1) and that had at least some portion of its assets invested in one or
more mutual funds advised by FMR, or in one or more accounts or pools
advised by Fidelity Management Trust Company; and (ii) the distribution is
transferred from the plan to a Fidelity Rollover IRA account within 60 days
from the date of the distribution;
18. to shares purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
19. to shares purchased for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code);
20. to shares purchased by an investor participating in the Fidelity Trust
Portfolios program (these investors must make initial investments of
$100,000 or more in the Trust Portfolios funds and must, during the initial
six-month period, reach and maintain an aggregate balance of at least
$500,000 in all accounts and subaccounts purchased through the Trust
Portfolios program);
21. to shares purchased through Portfolio Advisory Services;
22. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
23. to shares purchased by a bank trust officer, registered representative,
or other employee of a qualified recipient. Qualified recipients are
securities dealers or other entities, including banks and other financial
institutions, who have sold the fund's shares under special arrangements in
connection with FDC's sales activities;
24. to shares purchased by contributions and exchanges to the following
prototype or prototype-like retirement plans sponsored by FMR Corp. or FMR
and that are marketed and distributed directly to plan sponsors or
participants without any intervention or assistance from any intermediary
distribution channel: The Fidelity IRA, the Fidelity Rollover IRA, The
Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan, Fidelity Defined
Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b) Program, The
Fidelity Investments 401(a) Prototype Plan for Tax-Exempt Employers, and
The CORPORATEplan for Retirement (Profit Sharing and Money Purchase Plan);
25. to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification;
26. to shares purchased by a registered investment adviser (RIA) for his or
her discretionary accounts, provided he or she executes a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and operating
provisions. This waiver is available only for shares purchased directly
from Fidelity, without a broker, unless purchased through a brokerage firm
which is a correspondent of National Financial Services Corporation (NFSC).
The waiver is unavailable, however, if the RIA is part of an organization
principally engaged in the brokerage business, unless the brokerage firm in
the organization is an NFSC correspondent; or
27. to shares purchased by a trust institution or bank trust department for
its non-discretionary, non-retirement fiduciary accounts, provided it
executes a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
The fund's sales charge may be reduced to reflect sales charges previously
paid, or that would have been paid absent a reduction for some purchases
made directly with Fidelity as noted in the prospectus, in connection with
investments in other Fidelity funds. This includes reductions for
investments in prototype-like retirement plans sponsored by FMR or FMR
Corp., which are listed above.
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), President's Day, Good Friday, Memorial Day (observed),
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day . Although
FMR expects the same holiday schedule to be observed in the future, the
NYSE may modify its holiday schedule at any time. In addition, the fund
will not process wire purchases and redemptions on days when the Federal
Reserve Wire System is closed .
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities
and Exchange Commission (SEC). To the extent that portfolio securities
are traded in other markets on days when the NYSE is closed , the fund's
NAV may be affected on days when investors do not have access to the fund
to purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, the fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the Prospectu s, the fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the fund may earn other types of income, such as interest, income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of dividends from the fund that qualifies for the deduction
generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. The fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of July 31, 1995, the fund hereby designates approximately $6,241,000
as a capital gain dividend for the purpose of the dividend-paid
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If. at the close of its fiscal year, more than 50% of the
fund's total assets are invested in securities of foreign issuers, the
fund may elect to pass through foreign taxes paid and thereby allow
shareholders to take a credit or deduction on their individual tax
returns .
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Securities Fund for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the Investment Company Act of 1940 (1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company.
Therefore, through their ownership of voting common stock and the execution
of the shareholders' voting agreement, members of the Johnson family may be
deeded, under the 1940 Act, to form a controlling group with respect to FMR
Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. T he
business address of each Trustee and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX (63), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71), Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (67), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc. (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (62), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Vice Chairman of the Board of Directors of the
National Arts Stabilization Fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, and as a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC
Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman of FMR (1992). Prior
to his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (66), Trustee (1989), is Chairman of G.M. Management
Group (strategic advisory services). Prior to his retirement in July 1988,
he was Chairman and Chief Executive Officer of Leaseway Transportation
Corp. (physical distribution services). Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products), Brush-Wellman Inc. (metal refining), York International Corp.
(air conditioning and refrigeration, 1989), Commercial Intertech Corp.
(water treatment equipment, 1992), and Associated Estates Realty
Corporation (a real estate investment trust, 1993).
EDWARD H. MALONE (70), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of Corporate
Property Investors, the EPS Foundation at Trinity College, the Naples
Philharmonic Center for the Arts, and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation Funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (62), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS (66), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc. (1989), and
AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds is Vice President of FMR.
ABIGAIL JOHNSON is manager and Vice President of OTC, which she has managed
since April 1994. Previously, she managed Dividend Growth and the Select
Industrial Equipment, Developing Communications, and Telecommunications
Portfolios. Ms. Johnson joined Fidelity in 1988.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended July 31, 1995.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from the Benefits Accrued Retirement from from the Fund
Fund as Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Comple x*

J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox 640 5,200 52,000 125,000

Phyllis Burke Davis 611 5,200 52,000 122,000

Richard J. Flynn 787 0 52,000 154,500

Edward C. Johnson 3d ** 0 0 0 0

E. Bradley Jones 633 5,200 49,400 123,500

Donald J. Kirk 641 5,200 52,000 125,000

Peter S. Lynch ** 0 0 0 0

Gerald C. McDonough 633 5,200 52,000 125,000

Edward H. Malone 633 5,200 44,200 128,000

Marvin L. Mann 633 5,200 52,000 125,000

Thomas R. Williams 624 5,200 52,000 126,500

</TABLE>

* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the fund are compensated by FMR.

Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
On July 31, 1995 the Trustees and officers of the fund owned, in the
aggregate, less than 1 % of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation , that are
not assumed by those parties. The fund pays for the typesetting, printing,
and mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although the
fund's current management contract provides that the fund will pay
for typesetting, printing, and mailing prospectuses, statements of
additional information, notices, and reports to shareholders, the trust, on
behalf of the fund has entered into a revised transfer agent agreement with
FSC, pursuant to which FSC bears the costs of providing these
services to existing shareholders. Other expenses paid by the fund include
interest, taxes, brokerage commissions, and the fund's proportionate share
of insurance premiums and Investment Company Institute dues. The fund is
also liable for such non-recurring expenses as may arise, including costs
of any litigation to which the fund may be a party, and any obligation it
may have to indemnify its officers and Trustees with respect to
litigation.
FMR is the fund's manager pursuant to a management contract dated August
1,1994, which was approved by shareholders on July 13,1994 .
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of the fund's performance to
that of the NASDAQ Composite Index (NASDAQ Index) .
COMPUTING THE BASIC FEE. The fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $ 333 billion of group net
assets - the approximate level for July 1995 - was .3129 %,
which is the weighted average of the respective fee rates for each level of
group net assets up to $ 333 billion.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 0 - 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3253

36 - 42 .3400 250 .3223

42 - 48 .3350 275 .3198

48 - 66 .3250 300 .3175

66 - 84 .3200 325 .3153

84 - 102 .3150 350 .3133

102 - 138 .3100

138 - 174 .3050

174 - 228 .3000

228 - 282 .2950

282 - 336 .2900

Over 336 .2850

Prior to August 1, 1994, the group fee rate was based on a schedule with
breakpoints ending at .3100% for average group assets in excess of $102
billion. The group fee rate breakpoints shown above for average group
assets in excess of $138 billion and under $228 billion were voluntarily
adopted by FMR on January 1, 1992. The additional breakpoints shown above
for average group assets in excess of $228 billion were voluntarily adopted
by FMR on November 1, 1993. The fund's current management contract reflects
this extension of the group fee rate schedule.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints. The revised group fee
rate schedule provides for lower management fee rates as FMR's assets under
management increase. The revised group fee rate schedule is identical to
the above schedule for average group assets under $210 billion. For average
group assets in excess of $210 billion, the group fee rate schedule
voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 138 - 174 billion .3050% $150 billion .3371%

174 - 210 .3000 175 .3325

210 - 246 .2950 200 .3284

246 - 282 .2900 225 .3249

282 - 318 .2850 250 .3219

318 - 354 .2800 275 .3190

354 - 390 .2750 300 .3163

Over 390 .2700 325 .3137

350 .3113

375 .3090

400 .3067

The individual fund fee rate is .35%. Based on the average group net assets
of the funds advised by FMR for July 1995, the annual basic fee rate would
be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate

.3129 % + .35% = . 6629 %

1995 $ 31,655 $ 29,213

1994 $ 10,624 $ 13,601

1993 $ 7,942 $ 12,505

For providing discretionary investment management and executing
portfolio transactions, for the fiscal years 1995, 1994 and 1993, no fees
were paid by FMR to FMR U.K. and FMR Far East on behalf of the fund.
CONTRACTS WITH FMR AFFILIATES
FSC is transfer, dividend disbursing, and shareholder servicing agent
for the fund. FSC receives annual account fees and asset-based fees for
each retail account and certain institutional accounts based on account
size. In addition, the fees for retail accounts are subject to increase
based on postal rate changes. With respect to certain institutional
retirement accounts, FSC receives asset-based fees only. The asset-based
fees are subject to adjustment if the year-to-date total return of the
Standard & Poor's Composite Index of 500 Stocks is greater than positive or
negative 15%. FSC also collects small account fees from certain accounts
with balances of less than $2,500.
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
proxy statements.
FSC also performs the calculations necessary to determine the fund's net
asset value per share and dividends, and maintains the fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on the fund's average net assets, specifically .06% for the first
$500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid to FSC for fiscal 1995, 1994, and 1993
were $606,000, $545,000, and $517,000, respectively.
For fiscal 1995, 1994, and 1993 there were no securities lending fees
incurred by the fund.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC. Sales charge revenue paid to FDC for fiscal
1995, 1994, and 1993 amounted to $ 480,000 , $1,055,000, and
$2,277,000, respectively.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity OTC Portfolio is a fund of Fidelity Securities
Fund, an open-end management investment company organized as a
Massachusetts business trust on October 2,1984. Currently, there are
four funds of the trust: Fidelity OTC Portfolio, Fidelity
Growth & Income Fund, Fidelity Blue Chip Growth Fund, and Fidelity Dividend
Growth Fund. The Declaration of Trust permits the Trustees to create
additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects
T rustees against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fund may invest
all of its assets in another investment company.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment
of the subcustodian banks and clearing agencies. The custodian takes no
part in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may
invest in obligations of the custodian and may purchase securities from or
sell securities to the custodian. Morgan Guaranty Trust company of New
York, The Bank of New York and Chemical Bank, each headquartered in New
York, also may serve as a special purpose custodian of certain assets in
connection with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR. The
Boston branch of the fund's custodian leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the Trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended July 31, 199 5 are included in the fund's Annual Report,
which is a separate report supplied with this Statement of Additional
Information. The fund's financial statements and financial highlights are
incorporated herein by reference.
FIDELITY GROWTH & INCOME PORTFOLIO
CROSS-REFERENCE SHEET
FORM N-1A
ITEM NUMBER

PROSPECTUS PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................................. Cover Page
...

2a................................................ Expenses
..

Contents; The Fund at a Glance; Who May Want to Invest
b,c...............................................
.

3a................................................ Financial Highlights
..

*
b.................................................
..

Performance
c,d...............................................
.

4a(i)............................................ Charter
...

The Fund at a Glance; Investment Principles and Risks
a(ii).............................................
.

Investment Principles and Risks
b.................................................
.

Who May Want to Invest; Investment Principles and Risks
c.................................................
..

5a................................................ Charter
..

Cover Page; The Fund at a Glance; Charter; Doing Business
b(i).............................................. with Fidelity
.

b(ii) Charter
............................................

Expenses; Breakdown of Expenses
b(iii)...........................................
.

Charter
c.................................................
.

Charter; Breakdown of Expenses
d.................................................
.

Cover Page; Charter
e.................................................
.

Expenses
f..................................................
.

Charter
g(i)..............................................

*
g(ii).............................................

5A Performance
................................................

6a(i)............................................ Charter
...

How to Buy Shares; How to Sell Shares; Transaction Details;
a(ii)............................................. Exchange Restrictions

Charter
a(iii)...........................................

*
b.................................................

Transaction Details; Exchange Restrictions
c................................................

*
d.................................................

Doing Business with Fidelity; How to Buy Shares; How to Sell
e................................................. Shares; Investor Services

Dividends, Capital Gains, and Taxes
f,g...............................................

7a................................................ Cover Page; Charter
..

Expenses; How to Buy Shares; Transaction Details
b.................................................
..

Sales Charge Reductions and Waivers
c.................................................
..

How to Buy Shares
d.................................................
..

*
e.................................................
..

Breakdown of Expenses
f..................................................
..

8................................................. How to Sell Shares; Investor Services; Transaction Details;
... Exchange Restrictions

9................................................. *
..

</TABLE>

* Not Applicable
Part B Statement of Additional Information Section

<TABLE>
<CAPTION>
<S> <C>
10, Cover Page
11........................................

12............................................. Description of the Trust
.

13a-c....................................... Investment Policies and Limitations

Portfolio Transactions
d............................................

14a-c....................................... Trustees and Officers
..

15a, *
b.........................................

Trustees and Officers
c..............................................

16a(i)....................................... FMR; Portfolio Transactions
..

Trustees and Officers
a(ii).........................................

a(iii), Management Contract
b....................................

Contracts with FMR Affiliates
c,d............................................

*
e,f,g..........................................

Description of the Trust
h..............................................

Contracts with FMR Affiliates
i..............................................

17a,b,c..................................... Portfolio Transactions
..

*
d,e............................................

18a........................................... Description of the Trust
..

*
b..............................................

19a........................................... Additional Purchase and Redemption Information
..

Valuation of Portfolio Securities; Additional Purchase and
b.............................................. Redemption Information

*
c..............................................

20............................................. Distributions and Taxes
..

21a(i),(ii).................................. Contracts with FMR Affiliates
..

*
a(iii),.......................................

b.............................................. Contracts with FMR Affiliates

*
c..............................................

22a........................................... *
..

Performance
b..............................................

23............................................. Financial Statements
..

</TABLE>

LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
GAI-pro-995
Growth & Income seeks high total return through a combination of current
income and capital appreciation by investing mainly in equity securities.
FIDELITY
GROWTH &
INCOME
PORTFOLIO
PROSPECTUS
SEPTEMBER 19, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109

CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's sales
charge (load) and its yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

SALES CHARGE REDUCTIONS
AND WAIVERS

KEY FACTS

THE FUND AT A GLANCE
GOAL: High total return through a combination of current income and capital
appreciation. As with any mutual fund, there is no assurance that the fund
will achieve its goal.
STRATEGY: Invests mainly in equity s ecurities of companies that pay
current dividends and offer potential growth of earnings.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the fund.
SIZE: As of July 31, 1995, the fund had over $12.1 billion in
assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who seek a combination of growth and income from
equity and some bond investments.
The value of the fund's investments and the income they generate will vary
from day to day, and generally reflect market conditions, interest rates,
and other company, political, or economic news both here and abroad. In the
short-term, stock prices can fluctuate dramatically in response to these
factors. Over time, however, stocks have shown greater growth potential
than other types of securities. The prices of bonds generally move in the
opposite direction from interest rates. Investments in foreign securities
may involve risks in addition to those of U.S. investments, including
increased political and economic risk, as well as exposure to currency
fluctuations. When you sell your shares, they may be worth more or less
than what you paid for them. By itself, the fund does not constitute a
balanced investment plan.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. Growth
& Income is in the GROWTH
AND INCOME category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(solid bullet) INCOME Seeks income by
investing in bonds.
(right arrow) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(solid bullet) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell, or
hold shares of a fund. See pages and 25 - for an explanation of how
and when these charges apply. Lower sales charges may be available for
accounts over $250,000.
Maximum sales charge on purchases
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee
(for accounts under $2 , 500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. It also incurs other expenses for services
such as maintaining shareholder records and furnishing shareholder
statements and financial reports. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the fund paid was used to reduce fund expenses.
Without this reduction, the total fund operating expenses would have
been .78%.
Management fee .52%

12b-1 fee None

Other expenses .25%

Total fund operating expenses .77%

After 3 years $ 54

After 5 years $ 72

After 10 years $ 12
3

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
56.Year s e nded
1986 B 1987 1988 1989 1990 1991 1992 1993 1994 H 1995
July 31

57.Net asset
$ 10.0 $ 13.2 $ 17.4 $ 14.5 $ 18.5 $ 17.1 $ 19.9 $ 21.3 $ 21.9 $ 22.1
value, beginning
0 1 4 6 6 0 2 4 0 7
of period

58.Income from
Investment
Operations

59. Net
.07 .36 .55 .76 E .58 .46 .50 .53 .45 .4 3
investment
income

60. Net realized
3.19 4.21 (1.58) 3.86 (.02) 3.10 1.94 3.02 1.07 4. 14
and
unrealized gain
(loss)
on investments

61. Total from
3.26 4.57 (1.03) 4.62 .56 3.56 2.44 3.55 1.52 4.57
investment
operations

62.Less
Distributions

63. From net
(.05) (.34) (.50) (.62) (.75) (.52) (.38) (.59) (.48) (.40)
investment
income

64. From net
-- -- (1.35) -- (1.27) (.22) (.64) (2.40) (.77) (1.24)
realized gain

65. Total
(.05) (.34) (1.85) (.62) (2.02) (.74) (1.02) (2.99) (1.25) (1.64)
distributions

66.Net asset
$ 13.2 $ 17.4 $ 14.5 $ 18.5 $ 17.1 $ 19.9 $ 21.3 $ 21.9 $ 22.1 $ 25.1
value, end of
1 4 6 6 0 2 4 0 7 0
period

67.Total
32.59 34.97 (6.04) 32.66 3.22 21.89 12.75 19.10 7.08 21.95
return C,D
% % % % % % % % % %

68.RATIOS AND SUPPLEMENTAL DATA

69.Net assets,
$ 365 $ 1,62 $ 1,18 $ 1,42 $ 1,91 $ 2,68 $ 4,19 $ 6,64 $ 8,75 $ 12,1
end of period (in
9 8 8 0 6 9 6 7 06
millions)

70.Ratio of
1.21 1.09 1.02 .89% .87% .87% .86% .83% .82% .77%
expenses to
%A,F % % G G
average net
assets

71.Ratio of
1.21 1.09 1.02 .89% .87% .87% .86% .83% .83% .78%
expenses to
%A % % G G
average net
assets before
expense
reductions

72.Ratio of net
3.12 2.96 3.69 4.76 3.43 2.62 2.49 2.67 2.09 2.21
investment
% A % % % % % % % % %
income to
average net
assets

73.Portfolio
69% A 165% 135% 97% 108% 215% 221% 87% 92% 67%
turnover rate

</TABLE>

A ANNUALIZED
B FROM DECEMBER 30, 1985 (COMMENCEMENT OF OPERATIONS) TO JULY 31, 1986.
C TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND IS NOT
ANNUALIZED FOR PERIODS OF LESS THAN ONE YEAR.
D THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
E NET INVESTMENT INCOME PER SHARE CONTAINS A SPECIAL DIVIDEND FROM QUANTUM
CHEMICAL CORP. OF $.09 PER SHARE.
F EXPENSES HAVE BEEN LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN
ACCORDANCE WITH CERTAIN STATE EXPENSE LIMITATION REGULATIONS. EXPENSES
BORNE BY THE INVESTMENT ADVISER DURING THE PERIOD DECEMBER 30, 1985 TO JULY
31, 1986 AMOUNTED TO $.002 PER SHARE.
G FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
H EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2,"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from August 1 through July 31. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (S&P 500), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods Pas Past Life
ended t 1 5 of
July 31, 1995 yea year fund
r s A

Growth & 21.95 16.40 18.07
Income % % %

Growth & 18.2 9 15.7 0 17.7 0
Income % % %
(load adj.B)

S&P 500 26.1 1 12.90 14.4 4
% % %

Consumer 2.7 6 3.1 8 3.54
Price % % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal periods Pas Past Life
ended t 1 5 of
July 31, 1995 yea year fund
r s A

Growth & 21.9 5 113.7 3 392.1 1
Income % % %

Growth & 18.2 9 107.3 377.3 5
Income % 1% %
(load adj.B)

S&P 500 26.1 1 83.4 4 264.5 5
% % %

Consumer 2.7 6 16.9 5 39.5 2
Price % % %
Index

A FROM DECEMBER 30, 1985
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 3% SALES
CHARGE.
UNDERSTANDING
PERFORMANCE
Because this fund invests in
stocks, its performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run. You
can see these two
characteristics reflected in the
fund's performance; the
year-by-year total returns on
page show that short-term
returns can vary widely, while
the returns at left show
long-term growth.
(checkmark)
EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on December 30, 1985. From that date through July 31, 1995, the fund's
total return, including the effect of paying the 3% sales charge, was
377.3 5 %. That $10,000 would have grown to $47,73 5 (the
initial investment plus 377. 3 5% of $10,000).
$10,000 OVER LIFE OF FUND
Fiscal years 1986 1990 1995
Row: 1, Col: 1, Value: 9700.0
Row: 2, Col: 1, Value: 9700.0
Row: 3, Col: 1, Value: 10252.9
Row: 4, Col: 1, Value: 11232.6
Row: 5, Col: 1, Value: 12580.9
Row: 6, Col: 1, Value: 12697.3
Row: 7, Col: 1, Value: 13104.7
Row: 8, Col: 1, Value: 13444.2
Row: 9, Col: 1, Value: 12861.58
Row: 10, Col: 1, Value: 13552.86
Row: 11, Col: 1, Value: 12686.33
Row: 12, Col: 1, Value: 13301.34
Row: 13, Col: 1, Value: 13340.43
Row: 14, Col: 1, Value: 13086.07
Row: 15, Col: 1, Value: 14666.61
Row: 16, Col: 1, Value: 15363.61
Row: 17, Col: 1, Value: 15825.01
Row: 18, Col: 1, Value: 15805.99
Row: 19, Col: 1, Value: 15865.23
Row: 20, Col: 1, Value: 16447.71
Row: 21, Col: 1, Value: 17359.64
Row: 22, Col: 1, Value: 17708.03
Row: 23, Col: 1, Value: 17568.68
Row: 24, Col: 1, Value: 13908.04
Row: 25, Col: 1, Value: 13164.7
Row: 26, Col: 1, Value: 13841.7
Row: 27, Col: 1, Value: 14709.56
Row: 28, Col: 1, Value: 15489.52
Row: 29, Col: 1, Value: 15156.87
Row: 30, Col: 1, Value: 15400.98
Row: 31, Col: 1, Value: 15600.7
Row: 32, Col: 1, Value: 16321.82
Row: 33, Col: 1, Value: 16310.62
Row: 34, Col: 1, Value: 16120.18
Row: 35, Col: 1, Value: 16703.99
Row: 36, Col: 1, Value: 17031.96
Row: 37, Col: 1, Value: 16783.15
Row: 38, Col: 1, Value: 17022.19
Row: 39, Col: 1, Value: 18088.22
Row: 40, Col: 1, Value: 17893.35
Row: 41, Col: 1, Value: 18446.33
Row: 42, Col: 1, Value: 19232.76
Row: 43, Col: 1, Value: 20134.83
Row: 44, Col: 1, Value: 20273.24
Row: 45, Col: 1, Value: 21637.23
Row: 46, Col: 1, Value: 22103.55
Row: 47, Col: 1, Value: 21984.85
Row: 48, Col: 1, Value: 21290.21
Row: 49, Col: 1, Value: 21643.62
Row: 50, Col: 1, Value: 22061.01
Row: 51, Col: 1, Value: 20904.64
Row: 52, Col: 1, Value: 21225.85
Row: 53, Col: 1, Value: 21598.68
Row: 54, Col: 1, Value: 21041.54
Row: 55, Col: 1, Value: 22596.34
Row: 56, Col: 1, Value: 22491.32
Row: 57, Col: 1, Value: 22334.59
Row: 58, Col: 1, Value: 20427.66
Row: 59, Col: 1, Value: 19249.75
Row: 60, Col: 1, Value: 19209.65
Row: 61, Col: 1, Value: 20158.77
Row: 62, Col: 1, Value: 20561.65
Row: 63, Col: 1, Value: 22439.49
Row: 64, Col: 1, Value: 24330.83
Row: 65, Col: 1, Value: 25671.08
Row: 66, Col: 1, Value: 26024.6
Row: 67, Col: 1, Value: 27520.27
Row: 68, Col: 1, Value: 25651.13
Row: 69, Col: 1, Value: 27222.72
Row: 70, Col: 1, Value: 28015.35
Row: 71, Col: 1, Value: 27768.25
Row: 72, Col: 1, Value: 28264.88
Row: 73, Col: 1, Value: 26789.2
Row: 74, Col: 1, Value: 29164.99
Row: 75, Col: 1, Value: 29862.45
Row: 76, Col: 1, Value: 30517.2
Row: 77, Col: 1, Value: 29890.37
Row: 78, Col: 1, Value: 30562.55
Row: 79, Col: 1, Value: 30676.96
Row: 80, Col: 1, Value: 30074.1
Row: 81, Col: 1, Value: 30692.56
Row: 82, Col: 1, Value: 30376.14
Row: 83, Col: 1, Value: 30687.27
Row: 84, Col: 1, Value: 30930.31
Row: 85, Col: 1, Value: 31886.25
Row: 86, Col: 1, Value: 32529.61
Row: 87, Col: 1, Value: 33437.33
Row: 88, Col: 1, Value: 33816.93
Row: 89, Col: 1, Value: 35058.07
Row: 90, Col: 1, Value: 35008.28
Row: 91, Col: 1, Value: 35738.65
Row: 92, Col: 1, Value: 36288.94
Row: 93, Col: 1, Value: 36556.02
Row: 94, Col: 1, Value: 37991.55
Row: 95, Col: 1, Value: 38198.36
Row: 96, Col: 1, Value: 38625.82
Row: 97, Col: 1, Value: 37753.78999999999
Row: 98, Col: 1, Value: 38882.41
Row: 99, Col: 1, Value: 40352.32
Row: 100, Col: 1, Value: 39582.37
Row: 101, Col: 1, Value: 37841.11
Row: 102, Col: 1, Value: 38596.88
Row: 103, Col: 1, Value: 38719.91
Row: 104, Col: 1, Value: 38047.88
Row: 105, Col: 1, Value: 39142.53
Row: 106, Col: 1, Value: 40643.25999999999
Row: 107, Col: 1, Value: 40171.38
Row: 108, Col: 1, Value: 40650.05
Row: 109, Col: 1, Value: 39140.4
Row: 110, Col: 1, Value: 39763.93
Row: 111, Col: 1, Value: 40235.28999999999
Row: 112, Col: 1, Value: 41423.12
Row: 113, Col: 1, Value: 42726.7
Row: 114, Col: 1, Value: 43919.86
Row: 115, Col: 1, Value: 45169.84
Row: 116, Col: 1, Value: 45985.09
Row: 117, Col: 1, Value: 47734.73
$
$47,735
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
THE S&P 500(registered trademark) is the Standard & Poor's Composite Index
of 500 Stocks, a widely recognized, unmanaged index of common stock prices.
The S&P 500 figures assume reinvestment of all dividends paid by stocks
included in the index. They do not, however, include any allowance for the
brokerage commissions or other fees you would pay if you actually invested
in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Growth and Income Funds
Average, which currently reflects the performance of over 3 80 mutual
funds with similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1986 1987 1988 1989 1990 1991 1992 1993 1994
Growth & Income 34.91% 5.77% 22.98% 29.60% - 6.80% 41.84% 11.54% 19.
53% 2.2 7 %
Competitive funds average 16.30% 1.82% 15.99% 23.62% - 4.34% 29.07%
8.93
% 11.58% - 0.9 4 %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: 34.91
Row: 2, Col: 2, Value: 16.3
Row: 3, Col: 1, Value: 5.77
Row: 3, Col: 2, Value: 1.82
Row: 4, Col: 1, Value: 22.98
Row: 4, Col: 2, Value: 15.99
Row: 5, Col: 1, Value: 29.6
Row: 5, Col: 2, Value: 23.62
Row: 6, Col: 1, Value: -6.8
Row: 6, Col: 2, Value: -4.34
Row: 7, Col: 1, Value: 41.84
Row: 7, Col: 2, Value: 29.07
Row: 8, Col: 1, Value: 11.54
Row: 8, Col: 2, Value: 8.93
Row: 9, Col: 1, Value: 19.53
Row: 9, Col: 2, Value: 11.58
Row: 10, Col: 1, Value: 2.27
Row: 10, Col: 2, Value: -0.9400000000000001
(large solid box) Growth &
Income
(large hollow box) Competitive
funds
average
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL

CHARTER
GROWTH & INCOME IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the fund
is currently a diversified fund of Fidelity Securities Fund, an open-end
management investment company organized as a Massachusetts business trust
on October 2, 1984.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, and Fidelity Management & Research (Far
East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Steven Kaye is manager and Vice President of Growth & Income, which he has
managed since January 1993. Previously, he managed Blue Chip Growth, Select
Biotechnology, Select Energy Service, and Select Health Care. Mr. Kaye
joined Fidelity in 1985.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS HIGH TOTAL RETURN through a combination of current income
and capital appreciation by investing mainly in equity securities. The fund
expects to invest the majority of its assets in domestic and foreign equity
securities, with a focus on those that pay current dividends and show
potential earnings growth. However, the fund may buy debt securities as
well as equity securities that are not currently paying dividends, but
offer prospects for capital appreciation or future income.
The value of the fund's domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies, and general market and economic conditions. The value
of bonds fluctuates based on changes in interest rates and in the credit
quality of the issuer. Investments in foreign securities may involve risks
in addition to those of U.S. investments, including increased political and
economic risk, as well as exposure to currency fluctuations.
FMR may use various investment techniques to hedge a portion of the fund's
risks, but there is no guarantee that these strategies will work as FMR
intends. Also, as a mutual fund, the fund seeks to spread investment risk
by diversifying its holdings among many companies and industries. Of
course, when you sell your shares of the fund, they may be worth more or
less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this
section. A complete listing of the fund's limitations and more detailed
information about the fund's investments are contained in the fund's SAI.
Policies and limitations are considered at the time of purchase; the sale
of instruments is not required in the event of a subsequent change in
circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Lower-quality debt securities (sometimes called "junk bonds") are
considered to have speculative characteristics and involve
greater risk of default or price changes due to changes in the issuer's
creditworthiness, or they may already be in default. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general economic difficulty.
The table on page provides a summary of ratings assigned to debt holdings
(not including money market instruments) in the fund's portfolio. These
figures are dollar-weighted averages of month-end portfolio holdings during
fiscal 1995, and are presented as a percentage of total security
investments. These percentages are historical and do not necessarily
indicate the fund's current or future debt holdings.
FISCAL 1995 DEBT HOLDINGS, BY RATING
MOODY'S STANDARD & POOR'S
INVESTORS SERVICE, INC. CORPORATION
Rating Average A Rating Averag
eA
INVESTMENT GRADE
Highest quality Aaa 0. 5 % AAA 0. 4 %
High quality Aa 0. 1 % AA 0. 2 %
Upper-medium grade A 0. 4 % A 0. 3 %
Medium grade Baa 0. 0 % BBB 0.0%
LOWER QUALITY
Moderately speculative Ba 0. 1 % BB 0.2%
Speculative B 0. 7 % B 0.7%
Highly speculative Caa 0. 0 % CCC 0.0%
Poor quality Ca 0. 0 % CC 0.0%
Lowest quality, no interest C C
In default, in arrears -- D 0.0%
1. 8 % 1. 8 %
A FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE
OF DEBT SECURITIES NOT RATED DIRECTLY OR INDIRECTLY BY MOODY'S OR S&P
AMOUNTED TO 0.2%. THIS MAY INCLUDE SECURITIES RATED BY OTHER NATIONALLY
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES. REFER TO THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION FOR A MORE COMPLETE DISCUSSION
OF THESE RATINGS.

RESTRICTIONS: Purchase of a debt security is consistent with the fund's
debt quality policy if it is rated at or above the stated level by Moody's
or rated in the equivalent categories by S&P, or is unrated but judged to
be of equivalent quality by FMR. The fund currently intends to limit its
investments in lower than Baa-quality debt securities to less than
35% of its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets.
Additionally, governmental issuers of foreign securities may be unwilling
to repay principal and interest when due, and may require that the
conditions for payment be renegotiated. All of these factors can make
foreign investments, especially those in developing countries, more
volatile.
ASSET-BACKED AND MORTGAGE SECURITIES include interests in pools of
lower-rated debt securities, or consumer loans or mortgages, or complex
instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. Some securities may have a structure that makes their reaction to
interest rates and other factors difficult to predict, making their value
highly volatile. These securities may also be subject to prepayment risk.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related investments.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means
of earning income. This practice could result in a loss or a delay in
recovering the fund's securities. The fund may also lend money to other
funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks high total return through a combination of current income
and capital appreciation. With respect to 75% of total assets, the fund may
not invest more than 5% of its total assets in any one issuer and may not
own more than 10% of the outstanding voting securities of a single issuer.
The fund may not invest more than 25% of its total assets in any one
industry. The fund may borrow only for temporary or emergency purposes, but
not in an amount exceeding 33% of its total assets. Loans, in the
aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .52%, and it drops as
total assets under management increase.
For July 1995, the group fee rate was . 3 1 29 %. The individual
fund fee rate is .20%. The total management fee rate for fiscal 1995 was
.5 2 %.
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.

UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR
receives is designed to be
responsive to changes in
FMR's total assets under
management. Building this
variable into the fee
calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
(checkmark)
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1995, the fund paid FSC fees equal to . 2 5% of its average net
assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a portion of the
commissions paid by the fund to reduce the fund's custodian or transfer
agent fees.
The fund's portfolio turnover rate for fiscal 1995 was 6 7 %. This
rate varies from year to year.
YOUR ACCOUNT

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 21 0
(solid bullet) Assets in Fidelity mutual
funds: over $ 320 billion
(solid bullet) Number of shareholder
accounts: over 2 1 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 20 0
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page . When you buy shares at the
offering price, Fidelity deducts 3% and invests the rest at the NAV.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check,
o r
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
These minimums may vary for investments through Fidelity Portfolio
Advisory Services , a Fidelity College Savings Plan account, or a
Fidelity Payroll Deduction Program account in the fund. Refer to the
appropriate program materials for details.
UNDERSTANDING
SHARE PRICE
Let's say you invest $2,500 at
an offering price of $10. Of
the $10 offering price, 3%
($.30) is the sales charge,
and 97% ($9.70) represents
the NAV. The value of your
initial investment will be
$2,425 (250 shares worth
$9.70 each), and you will
have paid a sales charge of
$75.
(checkmark)
Row: 1, Col: 1, Value: 25.0
Row: 1, Col: 2, Value: 75.0
Row: 1, Col: 3, Value: 75.0
Row: 1, Col: 4, Value: 75.0
Row: 1, Col: 5, Value: 75.0
Row: 1, Col: 6, Value: 75.0
Row: 1, Col: 7, Value: 75.0
Row: 1, Col: 8, Value: 75.0
Row: 1, Col: 9, Value: 75.0
Row: 1, Col: 10, Value: 75.0
Row: 1, Col: 11, Value: 75.0
Row: 1, Col: 12, Value: 75.0
Row: 1, Col: 13, Value: 75.0
Row: 1, Col: 14, Value: 75.0
Row: 1, Col: 15, Value: 75.0
Row: 1, Col: 16, Value: 75.0
Row: 1, Col: 17, Value: 75.0
Row: 1, Col: 18, Value: 75.0
Row: 1, Col: 19, Value: 75.0
Row: 1, Col: 20, Value: 75.0
Row: 1, Col: 21, Value: 75.0
Row: 1, Col: 22, Value: 75.0
Row: 1, Col: 23, Value: 75.0
Row: 1, Col: 24, Value: 75.0
Row: 1, Col: 25, Value: 75.0
Row: 1, Col: 26, Value: 75.0
Row: 1, Col: 27, Value: 75.0
Row: 1, Col: 28, Value: 75.0
Row: 1, Col: 29, Value: 75.0
Row: 1, Col: 30, Value: 75.0
Row: 1, Col: 31, Value: 75.0
Row: 1, Col: 32, Value: 75.0
Row: 1, Col: 33, Value: 75.0
Row: 1, Col: 34, Value: 75.0
$2,500 Investment
3% sales charge = $75
Value of Investment = $2,425

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity
check payable to Growth & Income
"Fidelity Growth & Portfolio." Indicate your
Income Portfolio." Mail fund account number
to the address on your check and mail
indicated to the address printed
on the application. on your account
statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity Growth
Bank Routing & Income Portfolio" and
#021001033, include your account
Account #00163053. number and your
Specify "Fidelity name.
Growth & Income
Portfolio" and include
your new account
number and your
name.

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)

24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of the fund's sales charge, you may not want to set up a
systematic withdrawal plan during a period when you are buying shares on a
regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

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DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

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FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

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A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends are distributed in March,
June, September, and December. Capital gains are distributed in September
and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
13. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
14. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
15. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions.
16. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the fund
and its investments and these taxes generally will reduce the fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 3% of the offering price, or 3.09% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500 (including any amount paid
as a sales charge), subject to an annual maximum charge of $60.00 per
shareholder. It is expected that accounts will be valued on the second
Friday in November of each year. Accounts opened after September 30 will
not be subject to the fee for that year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively higher costs
of servicing smaller accounts. The fee will not be deducted from retirement
accounts (except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets in Fidelity funds exceed $50,000.
Eligibility for the $50,000 waiver is determined by aggregating Fidelity
mutual fund accounts maintained by FSC or FBSI which are registered under
the same social security number or which list the same social security
number for the custodian of a Uniform Gifts/Transfers to Minors Act
account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC collects the proceeds from the fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 2.25% of the
fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCTIONS. The fund's sales charge may be reduced if you invest directly
with Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of your
account, must fall within the ranges shown below. However, purchases made
with assistance or intervention from a financial intermediary are not
eligible. Call Fidelity to see if your purchase qualifies.
Ranges Sales charge Net amount invested

$0 - 249,999 3% 3.09%

$250,000 - 499,999 2% 2.04%

$500,000 - 999,999 1% 1.01%

$1,000,000 or more none none

The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for
any sales charge you would have paid if the reductions in the table above
had not existed. These sales charge credits only apply to purchases made in
one of the ways listed below, and only if you continuously owned Fidelity
fund shares or a Fidelity brokerage core account, or participated in The
CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund.
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund.
3. With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund.
4. Through the Directed Dividends Option (see page ).
5. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio.
WAIVERS. The fund's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products.
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more.
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code).
5. If you are an investor participating in the Fidelity Trust Portfolios
program.
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee.
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To new and subsequent purchases of shares in UGMA/UTMA accounts,
including exchanges from identically registered UGMA/UTMA accounts in other
Fidelity funds.
10. If you invest as part of a payroll deduction program through an
employer who is a member of the Fidelity Retirement Client Advisory Group
or the Fidelity Retail Advisory Group, provided the employer enters into a
Fidelity payroll deduction load waiver agreement which specifies certain
qualifying restrictions and operating provisions.
11. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
12. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
13. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
14. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), (10), (11), and (13) is contained
in the Statement of Additional Information. A representative of your plan
or organization should call Fidelity for more information.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY GROWTH & INCOME PORTFOLIO
A FUND OF FIDELITY SECURITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 19, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated September 19, 1995). Please retain
this document for future reference. The fund's financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended July 31, 1995, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

Appendix

Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADR's) as well as other "hybrid" forms of
ADRs including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, Options and Futures Relating to Foreign Currencies, OTC
Options, Purchasing Put and Call Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options the fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If the fund does not receive scheduled interest
or principal payments on such indebtedness, the fund's share price and
yield could be adversely affected. Loans that are fully secured offer the
fund more protections than an unsecured loan in the event of non-payment of
scheduled interest or principal. However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of
borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a small
fraction of the amount owed. Direct indebtedness of developing countries
also involves a risk that the governmental entities responsible for the
repayment of the debt may be unable, or unwilling, to pay interest and
repay principal when due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to the fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to the fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, the fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, the fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of the fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by the fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
The fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
The fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5).
For purposes of these limitations, the fund generally will treat the
borrower as the "issuer" of indebtedness held by the fund. In the case of
loan participations where a bank or other lending institution serves as
financial intermediary between the fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict the fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality securities that defaulted rose significantly above prior
levels, although the default rate decreased in 1992, 1993, and 1994.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and the fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer. Real estate-related instruments may also be
affected by tax and regulatory requirements, such as those relating to the
environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the
fund from the risk that the original seller will not fulfill its obligation
the securities are held in an account of the fund at a bank,
marked-to-market daily, and maintained at a value at least equal to the
sale price plus the accrued incremental amount. While it does not presently
appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES. The fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. The fund currently intends to hedge no more
than 15% of its total assets with short sales on equity securities
underlying its convertible security holdings under normal circumstances.
When the fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to those sold short (or securities
convertible or exchangeable into such securities) and will be required to
hold them aside while the short sale is outstanding. The fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values , mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR has granted investment management authority to the
sub-advisers (see the section entitled "Management Contract"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S.
exchanges and may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal periods ended July 31, 1995 and 1994, the fund's portfolio
turnover rates were 67 % and 92%, respectively.
For fiscal 1995, 1994, and 1993, the fund paid brokerage commissions of
$ 13,167,000, $12,329,000, and $9,025,000, respectively. The fund
pays both commissions and spreads in connection with the placement of
portfolio transactions. FBSI is paid on a commission basis. During fiscal
1995, 1994, and 1993, the fund paid brokerage commissions of
$ 4,181,000 , $3,869,000, and $2,772,000, respectively, to FBSI.
During fiscal 1995, this amounted to approximately 31.75 % of the
aggregate brokerage commissions paid by the fund for transactions involving
approximately 45.77 % of the aggregate dollar amount of transactions
for which the fund paid brokerage commissions. The difference between the
percentage of brokerage commissions paid to and the percentage of the
dollar amount of transactions effected through FBSI is a result of the low
commission rates charged by FBSI.
During fiscal 1995, the fund paid brokerage commissions of $ 164,000
to FBS. FBS is paid on a commission basis. During fiscal 1994 and 1993, the
fund paid no brokerage commissions to FBSL. During
fiscal 1995, this amounted to approximately 1.24 % of the aggregate
brokerage commissions paid by the fund involving approximately 0.78 %
of the aggregate dollar amount of transactions for which the fund paid
brokerage commissions. The difference between the percentage of brokerage
commissions paid to and the percentage of the dollar amount of transactions
effected through FBS is a result of the low commission rates charged by
FBS.
During fiscal 1995, the fund paid $ 12,568,000 in commissions to
brokerage firms that provided research services involving approximately
$ 9,869,673,000 of transactions. The provision of research services
was not necessarily a factor in the placement of all this business with
such firms.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing techniques.
This two-fold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market data,
without exclusive reliance upon quoted, exchange, or over-the counter
prices. Use of pricing services has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for the fund are computed by dividing the fund's
interest and dividend income for a given 30-day or one-month period, net of
expenses, by the average number of shares entitled to receive distributions
during the period, dividing this figure by the fund's offering price at the
end of the period, and annualizing the result (assuming compounding of
income) in order to arrive at an annual percentage rate. Income is
calculated for purposes of yield quotations in accordance with standardized
methods applicable to all stock and bond funds. Dividends from equity
investments are treated as if they were accrued on a daily basis, solely
for the purposes of yield calculations. In general, interest income is
reduced with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and is
increased with respect to bonds trading at a discount by adding a portion
of the discount to daily income. For the fund's investments denominated in
foreign currencies, income and expenses are calculated first in their
respective currencies, and are then converted to U.S. dollars, either when
they are actually converted or at the end of the 30-day or one month
period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations.
Income calculated for the purposes of calculating the fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, the fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
In calculating the fund's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing the fund's yield.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual total
returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking the
fund's 3% maximum sales charge into account. Excluding the fund's sales
charge from a total return calculation produces a higher total return
figure. Total returns, yields, and other performance information may be
quoted numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average. On July 28 , 1995, the 13-week and 39-week
long-term moving averages were $ 24.08 and $ 22.37 ,
respectively.
HISTORICAL FUND RESULTS. The following table shows the fund's total returns
for periods ended July 31, 1995. Total return figures include the effect of
the fund's 3% sales charge.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Five Life of One Five Life of
Year Years Fund* Year Years Fund*

Growth & Income 18.29 % 15.70 % 17.70 % 18.29 % 107.31 % 377.35 %

</TABLE>

* From December 30, 1985 (commencement of operations).
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard and Poor's Composite Index of 500 Stocks (S&P
500(registered trademark)), the Dow Jones Industrial Average (DJIA), and
the cost of living (measured by the Consumer Price Index, or CPI) over the
same period. The CPI information is as of the month end closest to the
initial investment date for each fund. The S&P 500 and the DJIA comparisons
are provided to show how the fund's total return compared to the record of
a broad average of common stock prices and a narrower set of stocks of
major industrial companies, respectively, over the same period. The fund
has the ability to invest in securities not included in either index, and
its investment portfolio may or may not be similar in composition to the
indices. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the fund's returns, do not include
the effect of paying brokerage commissions and other costs of investing.
During the period from December 30, 1985 (commencement of operations) to
July 31, 1995, a hypothetical $10,000 investment in Growth & Income would
have grown to $ 47,735 , after deducting the fund's 3% sales charge
and assuming all distributions were reinvested. This was a period of
fluctuating interest rates, bond prices, and stock prices and the figures
below should not be considered representative of the dividend income or
capital gain or loss that could be realized from an investment in the fund
today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FIDELITY GROWTH & INCOME PORTFOLIO INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Period Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 24,347 $ 8,736 $ 14,652 $ 47,735 $ 36,455 $ 41,647 $ 13,952

1994 $ 21,505 $ 6,979 $ 10,659 $ 39,143 $ 28,908 $ 32,444 $ 13,577

1993 $ 21,243 $ 6,078 $ 9,235 $ 36,556 $ 27,490 $ 29,682 $ 13,211

1992 $ 20,700 $ 4,915 $ 5,078 $ 30,693 $ 25,279 $ 27,630 $ 12,855

1991 $ 19,322 $ 4,062 $ 3,839 $ 27,223 $ 22,410 $ 23,904 $ 12,461

1990 $ 16,587 $ 2,773 $ 2,975 $ 22,335 $ 19,873 $ 22,131 $ 11,930

1989 $ 18,003 $ 2,007 $ 1,627 $ 21,637 $ 18,661 $ 19,517 $ 11,382

1988 $ 14,123 $ 912 $ 1,276 $ 16,311 $ 14,146 $ 15,051 $ 10,842

1987 $ 16,917 $ 443 $ 0 $ 17,360 $ 16,023 $ 17,569 $ 10,412

1986* $ 12,814 $ 48 $ 0 $ 12,862 $ 11,501 $ 11,745 $ 10,018

</TABLE>

* From December 30, 1985 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on December
30, 1985, assuming the 3% load had been in effect the net amount invested
in fund shares was $9,700. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $ 27,311 . If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and cash payments for the period would have
amounted to $ 4,491 for dividends and $ 7,653 for capital gains
distributions. Tax consequences of different investments have not been
factored into the above figures.
PERFORMANCE COMPARISONS. The fund's performance may be compared to
the performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. In addition to the mutual fund
rankings, the fund's performance may be compared to stock, bond, and money
market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual
funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations ;
saving for college or other goals; charitable giving; and the Fidelity
credit card. In addition, Fidelity may quote or reprint financial or
business publications and periodicals as they relate to current
economic and political conditions, fund management, portfolio composition,
investment philosophy, investment techniques, the desirability of owning a
particular mutual fund, and Fidelity services and products. Fidelity may
also reprint, and use as advertising and sales literature, articles from
Fidelity Focus, a quarterly magazine provided free of charge to Fidelity
fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, the fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of July 31, 1995, FMR advised over $ 25 billion in tax-free fund
assets, $ 77 billion in money market fund assets, $ 214 billion
in equity fund assets, $ 52 billion in international fund assets, and
$ 22 billion in Spartan fund assets. The fund may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States, making
FMR America's leading equity (stock) fund manager. FMR, its subsidiaries,
and affiliates maintain a worldwide information and communications network
for the purpose of researching and managing investments abroad.
The fund may be advertised as an investment choice under the Fidelity
College Savings Plan or the Fidelity Investor Card mutual fund option.
Advertising may contain illustrations of projected future college costs
based on assumed rates of inflation and examples of hypothetical
performance. Advertising for the Fidelity College Savings Plan mutual fund
option may be used in conjunction with advertising for the Fidelity College
Savings Plan brokerage option, a product offered through Fidelity Brokerage
Services, Inc. The Fidelity Investor Card is a product offered through
Fidelity Trust Company.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the 1940
Act), FDC exercises its right to waive the fund's front-end sales charge on
shares acquired through reinvestment of dividends and capital gain
distributions or in connection with the fund's merger with or acquisition
of any investment company or trust. In addition, FDC has chosen to waive
the fund's sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:
28. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a U.S. employer
that is a member of a parent-subsidiary group of corporations (within the
meaning of Section 1563(a)(1) of the Internal Revenue Code, with "50%"
substituted for "80%") any member of which maintains an employee benefit
plan having more than 200 eligible employees, or a minimum of $3,000,000 in
plan assets invested in Fidelity mutual funds, or as part of an employee
benefit plan maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity mutual
funds, the assets of which are held in a bona fide trust for the exclusive
benefit of employees participating therein;
29. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds;
30. to shares in a Fidelity IRA account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit plan
provided that: (i) at the time of the distribution, the employer, or an
affiliate (as described in exemption (1) above) of such employer,
maintained at least one employee benefit plan that qualified for exemption
(1) and that had at least some portion of its assets invested in one or
more mutual funds advised by FMR, or in one or more accounts or pools
advised by Fidelity Management Trust Company; and (ii) the distribution is
transferred from the plan to a Fidelity Rollover IRA account within 60 days
from the date of the distribution;
31. to shares purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
32. to shares purchased for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code);
33. to shares purchased by an investor participating in the Fidelity Trust
Portfolios program (these investors must make initial investments of
$100,000 or more in the Trust Portfolios funds and must, during the initial
six-month period, reach and maintain an aggregate balance of at least
$500,000 in all accounts and subaccounts purchased through the Trust
Portfolios program);
34. to shares purchased through Portfolio Advisory Services;
35. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
36. to shares purchased by a bank trust officer, registered representative,
or other employee of a qualified recipient. Qualified recipients are
securities dealers or other entities, including banks and other financial
institutions, who have sold the fund's shares under special arrangements in
connection with FDC's sales activities;
37. to shares purchased in a Uniform Gifts to Minors/Uniform Transfers to
Minors account;
38. to shares purchased as part of a payroll deduction program (including
shares purchased in an amount greater than $5,000 by participants in the
program within three months of the commencement of their participation in
the program from sources other than payroll deduction) through an employer
who has entered into a Fidelity payroll deduction load waiver agreement and
who (i) is a member of the Fidelity Retirement Client Advisory Group and
maintains an employee benefit plan that either qualifies for exemption (1)
above or is in the CORPORATEplan for Retirement Program and has at least
some of its plan assets in Fidelity-managed products, or (ii) is a member
of the Fidelity Retail Advisory Group and has more than 500 employees;
39. to shares purchased by contributions and exchanges to the following
prototype or prototype-like retirement plans sponsored by FMR Corp. or FMR
and that are marketed and distributed directly to plan sponsors or
participants without any intervention or assistance from any intermediary
distribution channel: The Fidelity IRA, the Fidelity Rollover IRA, The
Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan, Fidelity Defined
Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b) Program, The
Fidelity Investments 401(a) Prototype Plan for Tax-Exempt Employers, and
The CORPORATEplan for Retirement (Profit Sharing and Money Purchase Plan);
40. to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification;
41. to shares purchased by a registered investment adviser (RIA) for his or
her discretionary accounts, provided he or she executes a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and operating
provisions. This waiver is available only for shares purchased directly
from Fidelity, without a broker, unless purchased through a brokerage firm
which is a correspondent of National Financial Services Corporation (NFSC).
The waiver is unavailable, however, if the RIA is part of an organization
principally engaged in the brokerage business, unless the brokerage firm in
the organization is an NFSC correspondent; or
42. to shares purchased by a trust institution or bank trust department for
its non-discretionary, non-retirement fiduciary accounts, provided it
executes a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
The fund's sales charge may be reduced to reflect sales charges previously
paid, or that would have been paid absent a reduction for some purchases
made directly with Fidelity as noted in the prospectus, in connection with
investments in other Fidelity funds. This includes reductions for
investments in prototype-like retirement plans sponsored by FMR or FMR
Corp., which are listed above.
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), President's Day (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day. Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time. In addition,
the fund will not process wire purchases and redemptions on days when the
Federal Reserve Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed , the fund's
NAV may be affected on days when investors do not have access to the fund
to purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the fund may earn other types of income, such as interest, income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of dividends from the fund that qualifies for the deduction
generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. The fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of July 31, 1995, the fund hereby designates approximately
$ 29,937,000 as a capital gain dividend for the purpose of the
dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of the
fund's total assets are invested in securities of foreign issuers, the fund
may elect to pass through foreign taxes paid and thereby allow shareholders
to take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Securities Fund for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. T he
business address of each Trustee and officer who is an "interested
person" (as defined by the Investment Company Act of 1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation with
either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX (63), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71), Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (67), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc. (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (62), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Vice Chairman of the Board of Directors of the
National Arts Stabilization Fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, and as a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC
Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman of FMR (1992). Prior
to his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (66), Trustee (1989), is Chairman of G.M. Management
Group (strategic advisory services). Prior to his retirement in July 1988,
he was Chairman and Chief Executive Officer of Leaseway Transportation
Corp. (physical distribution services). Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products), Brush-Wellman Inc. (metal refining), York International Corp.
(air conditioning and refrigeration, 1989), Commercial Intertech Corp.
(water treatment equipment, 1992), and Associated Estates Realty
Corporation (a real estate investment trust, 1993).
EDWARD H. MALONE (70), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of Corporate
Property Investors, the EPS Foundation at Trinity College, the Naples
Philharmonic Center for the Arts, and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation Funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (62), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS (66), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc. (1989), and
AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds is Vice President of FMR.
STEVEN KAYE (36), is manager and Vice President of Growth & Income, which
he has managed since January 1993. Previously, he managed Blue Chip Growth
and the Select Biotechnology, Energy Service, and Health Care Portfolios.
Mr. Kaye joined Fidelity in 1985.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended July 31, 1995.
COMPENSATION TABLE

J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox 4,372 5,200 52,000 125,000

Phyllis Burke Davis 4,169 5,200 52,000 122,000

Richard J. Flynn 5,378 0 52,000 154,500

Edward C. Johnson 3d ** 0 0 0 0

E. Bradley Jones 4,321 5,200 49,400 123,500

Donald J. Kirk 4,372 5,200 52,000 125,000

Peter S. Lynch ** 0 0 0 0

Gerald C. McDonough 4,322 5,200 52,000 125,000

Edward H. Malone 4,321 5,200 44,200 128,000

Marvin L. Mann 4,321 5,200 52,000 125,000

Thomas R. Williams 4,267 5,200 52,000 126,500

</TABLE>

* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
On July 31, the Trustees and officers of the fund owned, in the aggregate,
less than 1 % of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although the
fund's current management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf of
the fund has entered into a revised transfer agent agreement with FSC,
pursuant to which FSC bears the costs of providing these services to
existing shareholders. Other expenses paid by the fund include interest,
taxes, brokerage commissions, and the fund's proportionate share of
insurance premiums and Investment Company Institute dues. The fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated August 1,
1994, which was approved by shareholders on July 13, 1994.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements: a group fee rate and an
individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $ 333 billion of group net
assets - the approximate level for July 1995 - was .3129 %, which is
the weighted average of the respective fee rates for each level of group
net assets up to $ 333 billion.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

0 - $ 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3253

36 - 42 .3400 250 .3223

42 - 48 .3350 275 .3198

48 - 66 .3250 300 .3175

66 - 84 .3200 325 .3153

84 - 102 .3150 350 .3133

102 - 138 .3100

138 - 174 .3050

174 - 228 .3000

228 - 282 .2950

282 - 336 .2900

Over 336 .2850

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

138 - $174 billion .3050% $150 billion .3371%

174 - 210 .3000 175 .3325

210 - 246 .2950 200 .3284

246 - 282 .2900 225 .3249

282 - 318 .2850 250 .3219

318 - 354 .2800 275 .3190

354 - 390 .2750 300 .3163

Over 390 .2700 325 .3137

350 .3113

375 .3090

400 .3067

The individual fund fee rate is .20%. Based on the average group net assets
of the funds advised by FMR for July 1995, the annual management fee rate
would be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Management Fee Rate

. 3129 % + .20% = . 5129 %

One-twelfth of this annual management fee rate is applied to the fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
During the fiscal years ended July 31, 1995, 1994, and 1993, FMR received
$ 51,730,000 , $40,956,000 and $27,608,000, respectively, for its
services as investment adviser to the fund. These fees were equivalent
to .52 %, .52%, and .53%, respectively, of the average net assets of
the fund for each of those years.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. FMR has entered into sub-advisory agreements with FMR U.K.,
and FMR Far East. Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from the
sub-advisers. FMR may also grant the sub-advisers investment management
authority as well as the authority to buy and sell securities if FMR
believes it would be beneficial to the fund.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
For providing discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
monthly management fee rate with respect to the fund's average net assets
managed by the sub-adviser on a discretionary basis.
For providing investment advice and research services, the fees paid to FMR
U.K. and FMR Far East for fiscal 1995 were $ 427,000 , and
$ 392,000 , respectively. No fees were paid to either sub-adviser for
such services during fiscal 1994 or 1993.
No fees were paid to FMR U.K. and FMR Far East for providing
discretionary investment management and executing portfolio transactions
for fiscal 1995, 1994, or 1993.
CONTRACTS WITH FMR AFFILIATES
FSC is transfer, dividend disbursing, and shareholder servicing agent for
the fund. FSC receives annual account fees and asset-based fees for each
retail account and certain institutional accounts based on account size. In
addition, the fees for retail accounts are subject to increase based on
postal rate changes. With respect to certain institutional retirement
accounts, FSC receives asset-based fees only. The asset-based fees are
subject to adjustment if the year-to-date total return of the Standard &
Poor's Composite Index of 500 Stocks is greater than positive or negative
15%. FSC also collects small account fees from certain accounts with
balances of less than $2,500.
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
proxy statements.
FSC also performs the calculations necessary to determine the fund's net
asset value per share and dividends, and maintains the fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on the fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid to FSC for fiscal 1995, 1994, and 1993
were $ 773,000 , $775,000, and $773,000, respectively.
FSC also receives fees for administering the funds securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. Securities lending fees for fiscal 1995, 1994,
and 1993 were $150, $240, and $505 respectively.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC. Sales charge revenue paid to FDC for fiscal
1995, 1994, and 1993 amounted to $ 3,637,000 , $ 7,670,000 , and
$ 6,510,000 , respectively.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Growth & Income Portfolio is a fund of
Fidelity Securities Fund, an open-end management investment company
organized as a Massachusetts business trust on October 2, 1984. Currently,
there are four funds of the trust: Fidelity Growth & Income Portfolio,
Fidelity OTC Portfolio, Fidelity Blue Chip Growth Fund, and Fidelity
Dividend Growth Fund. The Declaration of Trust permits the Trustees to
create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fund may invest
all of its assets in another investment company.
CUSTODIAN. The Chase Manhattan Bank, N.A. 1211 Avenue of the Americas, New
York, New York 10036, is custodian of the assets of the fund. The custodian
is responsible for the safekeeping of a fund's assets and the appointment
of the subcustodian banks and clearing agencies. The custodian takes no
part in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. Morgan Guaranty Trust Company of New York, The
Bank of New York, and Chemical Bank, each headquartered in New York, also
may serve as a special purpose custodian of certain assets in connection
with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended July 31, 1995 are included in the fund's Annual Report, which is
a separate report supplied with this Statement of Additional Information.
The fund's financial statements and financial highlights are incorporated
herein by reference.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge d ." Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
AA - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in the Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade
obligations . Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.
BAA - Bonds which are rated Baa are considered as medium-grade
obligations, ( i.e., they are neither highly protected nor poorly
secured ) . Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative
elements ; Their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds which are rated C are the lowest-rated class of bonds ,
and issue s so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories .
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating
categories.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) (1) Financial Statements and Financial Highlights included in the
Annual Report, for Fidelity Growth & Income Portfolio for the fiscal year
ended July 31, 1995 are incorporated by reference into the fund's Statement
of Additional Information and were filed on September 11, 1995 for Fidelity
Securities Fund (File No. 2-93601) pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
(a) (2) Financial Statements and Financial Highlights included in the
Annual Report, for Fidelity OTC Portfolio for the fiscal year ended July
31, 1995 are incorporated by reference into the fund's Statement of
Additional Information and were filed on September 11, 1995 for Fidelity
Securities Fund (File No. 2-93601) pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
(a) (3) Financial Statements and Financial Highlights included in the
Annual Report, for Fidelity Blue Chip Growth Fund for the fiscal year ended
July 31, 1995 are incorporated by reference into the fund's Statement of
Additional Information and were filed on September 11, 1995 for Fidelity
Securities Fund (File No. 2-93601) pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
(a) (4) Financial Statements and Financial Highlights included in the
Annual Report, for Fidelity Dividend Growth Fund for the fiscal year ended
July 31, 1995 are incorporated by reference into the fund's Statement of
Additional Information and were filed on September 11, 1995 for Fidelity
Securities Fund (File No. 2-93601) pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
(b) Exhibits
(1) Amended and Restated Declaration of Trust, dated July 14, 1994, is
incorporated herein by reference to Exhibit 1 of Post-Effective Amendment
No. 30.
(2) Bylaws of the Trust, as amended, are incorporated herein by reference
to Exhibit 2(a) to Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
(3) Not applicable.
(4) Not applicable.
(5) (a) Management Contract, dated August 1, 1994, between Fidelity
Growth & Income Portfolio and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(a) of Post-Effective
Amendment No. 30.
(b) Management Contract, dated August 1, 1994, between Fidelity OTC
Portfolio and Fidelity Management & Research Company is incorporated herein
by reference to Exhibit 5(b) of Post-Effective Amendment No. 30.
(c) Management Contract, dated August 1, 1994, between Fidelity Blue
Chip Growth Fund and Fidelity Management & Research Company is incorporated
herein by reference to Exhibit 5(c) of Post-Effective Amendment No. 30.
(d) Management Contract, dated August 1, 1994, between Fidelity Dividend
Growth Fund and Fidelity Management & Research Company is incorporated
herein by reference to Exhibit 5(d) of Post-Effective Amendment No. 30.
(e) Sub-Advisory Agreement, dated April 15, 1993, between Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research
Company on behalf of Fidelity Dividend Growth Fund is incorporated herein
by reference to Exhibit 5(e) to Post-Effective Amendment No. 29.
(f) Sub-Advisory Agreement, dated April 15, 1993, between Fidelity
Management & Research (Far East) Inc. and Fidelity Management & Research
Company on behalf of Fidelity Dividend Growth Fund is incorporated herein
by reference to Exhibit 5(f) to Post-Effective Amendment No. 29.
(g) Sub-Advisory Agreement, dated August 1, 1994, between Fidelity
Management & Research (Far East) Inc. and Fidelity Management & Research
Company on behalf of Fidelity OTC Portfolio is incorporated herein by
reference to Exhibit 5(g) of Post-Effective Amendment No. 30.
(h) Sub-Advisory Agreement, dated August 1, 1994, between Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research
Company on behalf of Fidelity OTC Portfolio is incorporated herein by
reference to Exhibit 5(h) of Post-Effective Amendment No. 30.
(i) Sub-Advisory Agreement, dated August 1, 1994, between Fidelity
Management & Research (Far East) Inc. and Fidelity Management & Research
Company on behalf of Fidelity Blue Chip Growth Fund is incorporated herein
by reference to Exhibit 5(i) of Post-Effective Amendment No. 30.
(j) Sub-Advisory Agreement, dated August 1, 1994, between Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research
Company on behalf of Fidelity Blue Chip Growth Fund is incorporated herein
by reference to Exhibit 5(j) of Post-Effective Amendment No. 30.
(k) Sub-Advisory Agreement, dated August 1, 1994, between Fidelity
Management & Research (Far East) Inc. and Fidelity Management & Research
Company on behalf of Fidelity Growth & Income Portfolio is incorporated
herein by reference to Exhibit 5(k) of Post-Effective Amendment No. 30.
(l) Sub-Advisory Agreement, dated August 1, 1994, between Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research
Company on behalf of Fidelity Growth & Income Portfolio is incorporated
herein by reference to Exhibit 5(l) of Post-Effective Amendment No. 30.
(6) (a) General Distribution Agreement, dated April 1, 1987, between
Fidelity Growth & Income Portfolio and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(a) to Post-Effective
Amendment No. 32.
(b) General Distribution Agreement, dated April 1, 1987, between
Fidelity OTC Portfolio and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 32.
(c) General Distribution Agreement, dated December 17, 1987, between
Fidelity Blue Chip Growth Fund and Fidelity Distributors Corporation is
filed herein as Exhibit 6(c).
(d) Amendment to General Distribution Agreement, dated January 1, 1988,
between Fidelity Blue Chip Growth Fund, Fidelity Growth & Income Portfolio
and Fidelity OTC Portfolio and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(d) to Post-Effective
Amendment No. 32.
(e) General Distribution Agreement, dated April 15, 1993, between
Fidelity Dividend Growth Fund and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(g) to Post-Effective
Amendment No. 29.
(7) Retirement Plan for Non-Interested Trustees, Directors or General
Partners, is incorporated herein by reference to Exhibit 7 to Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(8) (a) Custodian Agreement, Appendix A, and Appendix C, dated August 1,
1994, between The Chase Manhattan Bank, N.A. and Fidelity Securities Fund
on behalf of Fidelity Growth & Income Portfolio is incorporated herein by
reference to Exhibit 8(a) to Fidelity Investment Trust's (File No. 2-90649)
Post-Effective Amendment No. 59.
(b) Appendix B, dated April 20, 1995, to the Custodian Agreement, dated
August 1, 1994, between The Chase Manhattan Bank, N.A. and Fidelity
Securities Fund on behalf of Fidelity Growth & Income Portfolio is
incorporated herein by reference to Exhibit 8(b) to Fidelity Investment
Trust's (File No. 2-90649) Post-Effective Amendment No. 59.
(c) Custodian Agreement, Appendix A, and Appendix C, dated September 1,
1994, between Brown Brothers Harriman & Company and Fidelity Securities
Fund on behalf of Fidelity Blue Chip Growth Fund, Fidelity Dividend Growth
Fund and Fidelity OTC Portfolio is incorporated herein by reference to
Exhibit 8(a) to Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 56.
(d) Appendix B, dated December 15, 1994, to the Custodian Agreement,
dated September 1, 1994, between Brown Brothers Harriman & Company and
Fidelity Securities Fund on behalf of Fidelity Blue Chip Growth Fund,
Fidelity Dividend Growth Fund and Fidelity OTC Portfolio is incorporated
herein by reference to Exhibit 8(b) to Fidelity Commonwealth Trust's (File
No. 2-52322) Post-Effective Amendment No. 56.
(9) Not applicable.
(10) Not applicable.
(11) Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit 11.
(12) Not applicable.
(13) Not applicable.
(14) (a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) to Fidelity Union Street Trust's (File No.
2-50318) Post-Effective Amendment No. 87.
(b) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) to Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(c) Fidelity Defined Contribution Retirement Plan and Trust Agreement,
as currently in effect, is filed herein as Exhibit 14(c).
(d) The Fidelity Prototype Defined Benefit Pension Plan and Trust Basic
Plan Document and Adoption Agreement, as currently in effect, is filed
herein as Exhibit 14(d).
(e) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(d) to Fidelity Union Street Trust's (File
No. 2-50318) Post-Effective Amendment No. 87.
(f) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k) Basic
Plan Document, Standardized Adoption Agreement, and Non-Standardized
Adoption Agreement, as currently in effect, is filed herein as Exhibit
14(f).
(g) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan Adoption
Agreement, Non-Standardized Discretionary Contribution Plan No. 002
Adoption Agreement, and Non-Standardized Discretionary Contribution Plan
No. 003 Adoption Agreement, as currently in effect, is filed herein as
Exhibit 14(g).
(h) National Financial Services Corporation Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(h) to Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(i) Fidelity Portfolio Advisory Services Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(i) to Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(j) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(f) to Fidelity Commonwealth Trust's (File
No. 2-52322) Post-Effective Amendment No. 57.
(k) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) to Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(l) The CORPORATEplan for Retirement Profit Sharing/401k Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(l)
to Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(m) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(m)
to Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(n) Plymouth Investments Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(o) to Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 57.
(o) The Institutional Prototype Plan Basic Plan Document, Standardized
Adoption Agreement, and Non-Standardized Adoption Agreement, as currently
in effect, is filed herein as Exhibit 14(o).
(p) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is filed herein as Exhibit
14(p).
(15) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Dividend Growth Fund is filed herein as Exhibit 15.
(16) (a) A schedule for the computation of moving average calculations on
behalf of the funds of Fidelity Securities Fund is incorporated herein by
reference to Exhibit 16(c) of Post-Effective Amendment No. 28.
(b) A schedule for the computation of total return calculations on
behalf of the funds of Fidelity Securities Fund is filed herein as Exhibit
16(b).
(17) Financial Data Schedules are filed herein as Exhibit 27.
(18) Not applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
The Board of Trustees of Registrant is the same as the boards of the other
Fidelity funds, each of which has Fidelity Management & Research Company as
its investment adviser. In addition, the officers of these funds are
substantially identical. Nonetheless, Registrant takes the position that it
is not under common control with these other funds since the power residing
in the respective Boards and officers arises as the result of an official
position with the respective funds.
Item 26. Number of Holders of Securities
July 31, 1995 - Shares of Beneficial Interest:
Title of Class Number of Record Holders
Fidelity Growth & Income Portfolio 1,261,050

Fidelity OTC Portfolio 225,625

Fidelity Blue Chip Growth Fund 734,472

Fidelity Dividend Growth Fund 29,342

Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present trustee or officer. It states that the
Registrant shall indemnify any present or past trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman of
the Board and a Director of FMR, FMR Corp., FMR Texas
Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.; President
and Trustee of funds advised by FMR.

J. Gary Burkhead President of FMR; Managing Director of FMR Corp.;
President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Trustee of funds advised by FMR.

Peter S. Lynch Vice Chairman and Director of FMR.

Robert Beckwitt Vice President of FMR and of funds advised by FMR.

David Breazzano Vice President of FMR (1993) and of a fund advised by
FMR.

Stephan Campbell Vice President of FMR (1993).

Dwight Churchill Vice President of FMR (1993).

William Danoff Vice President of FMR (1993) and of a fund advised by
FMR.

Scott DeSano Vice President of FMR (1993).

Penelope Dobkin Vice President of FMR and of a fund advised by FMR.

Larry Domash Vice President of FMR (1993).

George Domolky Vice President of FMR (1993) and of a fund advised by
FMR.

Robert K. Duby Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.

Kathryn L. Eklund Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised
by FMR.

Daniel R. Frank Vice President of FMR and of funds advised by FMR.

Michael S. Gray Vice President of FMR and of funds advised by FMR.

Lawrence Greenberg Vice President of FMR (1993).

Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.

William J. Hayes Senior Vice President of FMR; Equity Division Leader.

Robert Haber Vice President of FMR and of funds advised by FMR.

Richard Haberman Senior Vice President of FMR (1993).

Daniel Harmetz Vice President of FMR and of a fund advised by FMR.

Ellen S. Heller Vice President of FMR.

</TABLE>

John Hickling Vice President of FMR (1993) and of funds advised by
FMR.

Robert F. Hill Vice President of FMR; Director of Technical Research.

Stephen P. Jonas Treasurer and Vice President of FMR (1993)); Treasurer of
FMR Texas Inc. (1993), Fidelity Management & Research
(U.K.) Inc. (1993), and Fidelity Management & Research
(Far East) Inc. (1993).

David B. Jones Vice President of FMR (1993).

Steven Kaye Vice President of FMR (1993) and of a fund advised by
FMR.

Frank Knox Vice President of FMR (1993).

Robert A. Lawrence Senior Vice President of FMR (1993); High Income
Division Leader.

Alan Leifer Vice President of FMR and of a fund advised by FMR.

Harris Leviton Vice President of FMR (1993) and of a fund advised by
FMR.

Bradford E. Lewis Vice President of FMR and of funds advised by FMR.

Malcolm W. MacNaught III Vice President of FMR (1993).

Robert H. Morrison Vice President of FMR; Director of Equity Trading.

David Murphy Vice President of FMR and of funds advised by FMR.

Andrew Offit Vice President of FMR (1993).

Judy Pagliuca Vice President of FMR (1993).

Jacques Perold Vice President of FMR.

Anne Punzak Vice President of FMR and of funds advised by FMR.

Lee Sandwen Vice President of FMR (1993).

Patricia A. Satterthwaite Vice President of FMR (1993) and of a fund advised by
FMR.

Thomas T. Soviero Vice President of FMR (1993).

Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised
by FMR.

Gary L. Swayze Vice President of FMR and of funds advised by FMR;
Tax-Free Fixed-Income Group Leader.

Thomas Sweeney Vice President of FMR (1993).

Donald Taylor Vice President of FMR (1993) and of funds advised by
FMR.

Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised
by FMR.

Joel Tillinghast Vice President of FMR (1993) and of a fund advised by
FMR.

Robert Tucket Vice President of FMR (1993).

George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR; Growth Group Leader.

Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised
by FMR.

Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.

Arthur S. Loring Senior Vice President (1993), Clerk, and General Counsel
of FMR; Vice President, Legal of FMR Corp.; Secretary of
funds advised by FMR.

</TABLE>

(2) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company. The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR U.K.; Chairman of the
Executive Committee of FMR; Chief Executive Officer of FMR
Corp.; Chairman of the Board and a Director of FMR, FMR
Corp., FMR Texas Inc., and Fidelity Management & Research
(Far East) Inc.; President and Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR U.K.; President of FMR;
Managing Director of FMR Corp.; President and a Director of
FMR Texas Inc. and Fidelity Management & Research (Far
East) Inc.; Senior Vice President and Trustee of funds advised
by FMR.

Richard C. Habermann Senior Vice President of FMR U.K.; Senior Vice President of
Fidelity Management & Research (Far East) Inc.; Director of
Worldwide Research of FMR.

Rick Spillane Senior Vice President and Director of Operations and
Compliance of FMR U.K. (1993).

Stephen P. Jonas Treasurer of FMR U.K. (1993), Fidelity Management &
Research (Far East) Inc. (1993), and FMR Texas Inc. (1993);
Treasurer and Vice President of FMR (1993).

David Weinstein Clerk of FMR U.K.; Clerk of Fidelity Management & Research
(Far East) Inc.; Secretary of FMR Texas Inc.

</TABLE>

(3) FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Far East; Chairman of the
Executive Committee of FMR; Chief Executive Officer of
FMR Corp.; Chairman of the Board and a Director of
FMR, FMR Corp., FMR Texas Inc. and Fidelity
Management & Research (U.K.) Inc.; President and
Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR Far East; President of
FMR; Managing Director of FMR Corp.; President and a
Director of FMR Texas Inc. and Fidelity Management &
Research (U.K.) Inc.; Senior Vice President and Trustee
of funds advised by FMR.

Richard C. Habermann Senior Vice President of FMR Far East; Senior Vice
President of Fidelity Management & Research (U.K.)
Inc.; Director of Worldwide Research of FMR.

William R. Ebsworth Vice President of FMR Far East.

Bill Wilder Vice President of FMR Far East (1993).

Stephen P. Jonas Treasurer of FMR Far East (1993), Fidelity Management
& Research (U.K.) Inc. (1993), and FMR Texas Inc.
(1993); Treasurer and Vice President of FMR (1993).

David C. Weinstein Clerk of FMR Far East; Clerk of Fidelity Management &
Research (U.K.) Inc.; Secretary of FMR Texas Inc.

</TABLE>

Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
ARK Funds
(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* With Underwriter With Registrant

Edward C. Johnson 3d Director Trustee and President

Nita B. Kincaid Director None

W. Humphrey Bogart Director None

Kurt A. Lange President and Treasurer None

William L. Adair Senior Vice President None

Thomas W. Littauer Senior Vice President None

Arthur S. Loring Vice President and Clerk Secretary

* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' respective
custodians The Chase Manhattan Bank, 1211 Avenue of the Americas, New York,
N.Y. and Brown Brothers Harriman & Co., 40 Water Street, Boston, MA.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant undertakes for Dividend Growth Fund: to call a meeting of
shareholders for the purpose of voting upon the question of removal of a
trustee or trustees, when requested to do so by record holders of not less
than 10% of its outstanding shares; and (2) to assist in communications
with other shareholders pursuant to Section 16(c)(1) and (2), whenever
shareholders meeting the qualifications set forth in Section 16(c) seek the
opportunity to communicate with other shareholders with a view toward
requesting a meeting.
The Registrant on behalf of Fidelity Growth & Income Portfolio, Fidelity
OTC Portfolio, Fidelity Blue Chip Growth Fund, and Fidelity Dividend Growth
Fund undertakes, provided the information required by Item 5A is contained
in the annual report, to furnish each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
The Registrant on behalf of Fidelity Growth & Income Portfolio, Fidelity
OTC Portfolio, Fidelity Blue Chip Growth Fund, and Fidelity Dividend Growth
Fund undertakes to deliver to each person who has received the prospectus
or annual or semiannual financial report for the fund in an electronic
format, upon his or her request and without charge, a paper copy of the
prospectus or annual or semiannual report for the fund.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 33 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 14th day
of September 1995.
FIDELITY SECURITIES FUND
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee September 14, 1995

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Kenneth A. Rathgeber Treasurer September 14, 1995

Kenneth A. Rathgeber

/s/J. Gary Burkhead Trustee September 14, 1995

J. Gary Burkhead

/s/Ralph F. Cox * Trustee September 14, 1995

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee September 14, 1995

Phyllis Burke Davis

/s/Richard J. Flynn * Trustee September 14, 1995

Richard J. Flynn

/s/E. Bradley Jones * Trustee September 14, 1995

E. Bradley Jones

/s/Donald J. Kirk * Trustee September 14, 1995

Donald J. Kirk

/s/Peter S. Lynch * Trustee September 14, 1995

Peter S. Lynch

/s/Edward H. Malone * Trustee September 14, 1995

Edward H. Malone

/s/Marvin L. Mann * Trustee September 14, 1995

Marvin L. Mann

/s/Gerald C. McDonough* Trustee September 14, 1995

Gerald C. McDonough

/s/Thomas R. Williams * Trustee September 14, 1995

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Income Fund
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Djinis, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d /s/Donald J. Kirk

Edward C. Johnson 3d Donald J. Kirk

/s/J. Gary Burkhead /s/Peter S. Lynch

J. Gary Burkhead Peter S. Lynch

/s/Ralph F. Cox /s/Marvin L. Mann

Ralph F. Cox Marvin L. Mann

/s/Phyllis Burke Davis /s/Edward H. Malone

Phyllis Burke Davis Edward H. Malone

/s/Richard J. Flynn /s/Gerald C. McDonough

Richard J. Flynn Gerald C. McDonough

/s/E. Bradley Jones /s/Thomas R. Williams

E. Bradley Jones Thomas R. Williams

POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Institutional Trust
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series II Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Destiny Portfolios Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Exchange Fund Fund
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
Fidelity Government Securities Fund
Fidelity Hastings Street Trust
Fidelity Income Fund

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d December 15, 1994

Edward C. Johnson 3d

Exhibit 6(c)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY SECURITIES FUND:
FIDELITY BLUE CHIP GROWTH FUND
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 17th day of December, 1987, by and between Fidelity
Securities Fund, a Massachusetts business trust which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Fidelity Blue Chip Growth Fund, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its principal
place of business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer. However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit. In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent). However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them.
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets. The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer. The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corporate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
FIDELITY SECURITIES FUND:
FIDELITY BLUE CHIP GROWTH FUND
Attest: /s/ Arthur S. Loring By /s/ John F. O'Brien
Arthur S. Loring John F. O'Brien
Secretary

FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/ Arthur S. Loring By /s/ John F. O'Brien
Arthur S. Loring John F. O'Brien
Clerk

Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information in Post-Effective Amendment No. 33
to the Registration Statement on Form N-1A of Fidelity Securities Fund:
Fidelity OTC Portfolio, Fidelity Growth & Income Portfolio, and Fidelity
Blue Chip Growth Fund of our reports dated September 1, 1995 on the
financial statements and financial highlights included in the July 31, 1995
Annual Reports to Shareholders, and of our report dated August 31, 1995 on
the financial statements and financial highlights included in the July 31,
1995 Annual Report to Shareholders of Fidelity Dividend Growth Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 12, 1995

Exhibit 14(c)
FIDELITY DEFINED CONTRIBUTION RETIREMENT PLAN AND TRUST AGREEMENT
Article I. Introduction 17
Article 2. Definitions 17
2.1 "Account" or "Accounts" 17
2.2 "Adoption Agreement" 17
2.3 "Affiliated Employer" 17
2.4 "Break in Service" 17
2.5 "Business" 17
2.6 "Code" 17
2.7 "Compensation" 17
2.8 "Earned Income" 17
2.9 "Earnings" 17
2.10 "Effective Date" 17
2.11 "Employee" 17
2.12 "Employer" 17
2.13 "Employer Contribution Account" 17
2.14 "Hour of Service" 17
2.15 "Insurance Contract" 18
2.16 "Life Insurance Policy" 18
2.17 "Owner-Employee" 18
2.18 "Participant" 18
2.19 "Participant Contribution Account" 18
2.20 "Plan Year" 18
2.21 "Prototype Plan" 18
2.22 "Registered Investment Company" 18
2.23 "Self-Employed Individual" 18
2.24 "Sponsor" 18
2.25 "Trust" 18
2.26 "Years of Service" 18
Article 3. Participation 18
3.1 General Rule 18
3.2 Special Rule for Former Participants 19
3.3 Owner-Employee as Participant: Multiple Businesses 19
3.4 Participation in Employer Contributions 19
Article 4. Contributions 19
4.1 Contributions by the Employer 19
4.2 Time and Manner of Employer Contributions 19
4.3 Vesting 20
4.4 Contributions by Participants 20
Article 5. Investment of Contributions 20
5.1 Direction by Participant 20
5.2 Investments 20
5.3 Reinvestment of Earnings 20
Article 6. Payment of Benefits 21
6.1 Retirement of Termination Benefits 21
6.2 Death Benefits; Designation of Beneficiary 21
6.3 Manner of Distribution 21
6.4 Restriction on Immediate Distributions 21
6.5 Special Rules for Annuity Contracts 22
6.6 Distribution Procedure 22
6.7 Claims 22
6.8 Appeal and Review 22
Article 7. Joint and Survivor Annuity Requirements 22
7.1 Applicability 22
7.2 Qualified Joint and Survivor Annuity 23
7.3 Qualified Preretirement Survivor Annuity 23
7.4 Definitions 23
7.5 Notice Requirements 23
Article 8. Minimum Distribution Requirements 24
8.1 General Rules 24
8.2 Required Beginning Date 24
8.3 Limits on Distribution Periods 24
8.4 Determination of Amount to be Distributed Each Year 24
8.5 Death Distribution Provisions 25
Article 9. Life Insurance Policies 25
9.1 Purchase of Life Insurance Policies 25
9.2 Distributions with Respect to Life Insurance Policies 26
Article 10. Amendment and Termination 26
10.1 Sponsor's Right to Amend 26
10.2 Employer's Right to Amend 26
10.3 Certain Amendments Prohibited 26
10.4 Termination of the Plan and Trust 26
10.5 Procedure Upon Termination of Trust 26
Article 11. Miscellaneous 26
11.1 Status of Participants 26
11.2 Administration and Enforcement 27
11.3 Transfers and Rollovers 27
11.4 Condition of Plan and Trust Agreement 27
11.5 Inalienability of Benefits 27
11.6 Governing Law 27
11.7 Merger or Consolidation of Plan 27
11.8 Failure of Qualification 27
11.9 Leased Employees 27
11.10 Changes in Vesting Schedule 28
Article 12. Limitations on Allocations 28
12.1 Definitions 28
12.2 Participation Only in This Plan 29
12.3 Participation in Additional Prototype Defined Contribution Plan 29
12.4 Participation in Other Defined Contribution Plans 30
12.5 Participation in Defined Benefit Plan 30
Article 13. Rights and Duties of Trustee 30
13.1 Establishment of Trust Fund 30
13.2 Exclusive Benefit 30
13.3 Reports of the Trustee and the Employer 30
13.4 Fees and Expenses of the Trust 31
13.5 Limitation of Duties and Liabilities 31
13.6 Substitution, Resignation, or Removal of Trustee 31
Article 14. Transitional Rules 31
14.1 Applicability 31
14.2 Joint and Survivor Annuity Rules 31
14.3 Certain Distributions 32

Article 1. Introduction

By executing the Adoption Agreement the Employer has established a
retirement plan (the "Plan") governed by the Adoption Agreement and this
Plan and Trust Agreement. The purpose of the Plan is to create a retirement
fund intended to help provide for the future security of the Participants
and their beneficiaries.

Article 2. Definitions

As used in this Plan the following terms shall have the meanings set forth
below:

2.1 "Account" or "Accounts" shall mean, with respect to any Participant,
the aggregate of his Employer Contribution Account and Participant
Contribution Account.

2.2 "Adoption Agreement" shall mean the original Application executed by
the Employer and any amendment thereto.

2.3 "Affiliated Employer" shall mean the Employer and a trade or business,
whether
or not incorporated, which is any of the following:

(a) a member of a group of controlled corporations (within the meaning of
Section 414(b) of the Code) which includes the Employer; or

(b) a trade or business under common control (within the meaning of Section
414(c) of the Code) with the Employer; or

(c) a member of an affiliated service group (within the meaning of Section
414(m) of the Code) which includes the Employer; or

(d) an entity otherwise required to be aggregated with the Employer
pursuant to Section 414(o) of the Code.

In determining service for eligibility to participate in the Plan, all
employees of Affiliated Employers will be treated as employed by a single
employer.
2.4 "Break in Service" shall mean a period of 12 consecutive months,
commencing on the date on which an individual first performs an Hour of
Service or on any anniversary thereof, during which he is not credited with
more than 500 Hours of Service.

2.5 "Business" shall mean the trade or business of any Employer which is
not a corporation.

2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor provisions of law.

2.7 "Compensation" shall mean all of a Participant's earnings which are
reported on Internal Revenue Service Form W-2, excluding deferred
compensation, but increased by amounts withheld under a salary reduction
agreement in connection with a cafeteria plan under Section 125 of the
Code, a cash or deferred plan under Section 401(k) of the Code, a
simplified employee pension under Section 408(k) of the Code, or a
tax-deferred annuity under Section 403(b) of the Code. If the Plan is
adopted as an amendment to an existing plan, the definition in this Section
2.7 is effective as of the first day of the Plan Year in which the Plan is
adopted.

2.8 "Earned Income" shall mean the net earnings from self-employment
derived by a Self-Employed Individual from the Business with respect to
which the Plan is established, for which personal services of the
individual are a material income-producing factor, excluding items not
included in gross income and the deductions allocated to such items; and
reduced by (i) contributions by the Employer to qualified plans, to the
extent deductible under Section 404 of the Code, and (ii) any deduction
allowed to the Employer under Section 164(f) of the Code for taxable years
beginning after December 31, 1989.

2.9 "Earnings" shall mean the first $200,000 (as adjusted by the Secretary
at the same time and in the same manner as prescribed under Section 415(d)
of the Code) of the sum of the Compensation and the Earned Income received
by each Participant during a Plan Year. In determining the Earnings of a
Participant, the rules of Section 414(q)(6) of the Code shall apply, but in
applying those rules the term "family" shall include only the Participant's
spouse and the Participant's lineal descendants who have not reached age 19
by the last day of the Plan Year. If, as a result of the application of
such rules, the adjusted $200,000 limitation is exceeded, then (except for
purposes of determining the portion of Earnings up to the integration level
if this Plan provides for permitted disparity), the limitation shall be
prorated among the affected individuals in proportion to each such
individual's Earnings as determined under this Section 2.9 prior to the
application
of this limitation.

2.10 "Effective Date" shall mean the date specified in the Adoption
Agreement. If the Adoption Agreement indicates that the Employer is
adopting the Plan as an amendment to an existing plan, the provisions of
the existing plan apply to all events preceding the Effective Date, except
as to specific provisions of the Plan, which set forth a retroactive
effective date in accordance with Section 1140 of the Tax Reform Act of
1986.

2.11 "Employee" shall mean (i) a common law employee of an Affiliated
Employer; (ii) in the case of an Affiliated Employer, which is a sole
proprietorship, the sole proprietor thereof; (iii) in the case of an
Affiliated Employer, which is a partnership, a partner thereof; and (iv)
any individual treated as an employee of an Affiliated Employer under the
"leased employee" rules in Section 11.9 of the Plan. The term "Employee"
shall include a Self-Employed Individual and an Owner-Employee, but for
purposes of participation in accordance with Section 3.1 shall exclude (i)
any individual who is a nonresident alien receiving no earned income from
an Affiliated Employer which constitutes income from sources within the
United States, and (ii) any individual included in a unit of employees
covered by a collective bargaining agreement as to which retirement
benefits were the subject of good faith bargaining. For this purpose, the
term "unit of employees" does not include any organization of which more
than half the members are employees who are owners, officers, or executives
of the Employer.

2.12 "Employer" shall mean the Employer named in the Adoption Agreement,
and any successor thereto.

2.13 "Employer Contribution Account" shall mean an account established on
the books of the Trust for the purpose of recording the Employer
contributions made on behalf of a Participant and any income, expenses,
gains, or losses incurred thereon.

2.14 "Hour of Service" shall mean:

(a) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for an Affiliated Employer. These hours shall be
credited to the Employee for the computation period or periods in which the
duties are performed.

(b) Each hour for which an Employee is paid, or entitled to payment, by an
Affiliated Employer 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 (including
disability), jury duty, military duty, layoff, or leave of absence;
provided, however, that no more than 501 Hours of Service shall be credited
under this Paragraph (b) to an Employee on account of any single continuous
period during which the Employee performs no services (whether or not such
period occurs in a single Plan Year or other computation period). Hours
under this paragraph shall be calculated and credited pursuant to Section
2530.200b-2(b) and (c) of the Department of Labor regulations, which are
incorporated herein by this reference; and

(c) Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by an Affiliated Employer; provided, however,
that the same Hours of Service shall not be credited under both Paragraph
(a) above and this Paragraph (c), and provided, further, that no more than
501 Hours of Service shall be credited under this Paragraph (c) with
respect to payments of back pay, to the extent that such back pay is agreed
to or awarded for a period of time described in Paragraph (b) above, during
which the Employee did not or would not have performed any duties. These
hours shall be credited to the Employee for the computation period or
periods to which the award or payment pertains, rather than the computation
period in which the award, agreement, or payment is made.

Hours of Service will be credited to leased employees in accordance with
Section 11.9. If the Employer maintains the plan of a predecessor employer,
Hours of Service will be credited for service with such predecessor
employer. An Employee who is absent from work on account of pregnancy of
the Employee, or of the birth of a child of the Employee, or adoption of a
child by the Employee, or for purposes of caring for a newborn or newly
adopted child, shall be credited during such absence with the number of
Hours of Service that would normally have been credited to him but for such
absence (or, if the number just described cannot be determined, with eight
Hours of Service per day of such absence); provided, however, that no more
than 501 Hours of Service shall be credited with respect to any such
pregnancy, birth, or adoption; and provided, further, that Hours of Service
shall be credited under this sentence solely for the purpose of determining
whether an Employee has incurred a Break in Service. The Employee must
furnish to the Employer such information as shall be reasonably required to
establish the reason for an absence and the number of days for which the
absence continued. Hours of Service credited in accordance with the
preceding sentence shall be credited for the computation period (determined
under Section 2.26) in which the absence begins, if necessary to prevent
the Employee from incurring a Break in Service in such period, or if not,
in the period following the period in which the absence begins.

2.15 "Insurance Contract" shall mean a guaranteed investment contract, a
fixed or variable annuity contract, or other investment product issued by
an insurance company and approved by the Sponsor as an investment medium
under the Plan, provided that (i) an Insurance Contract shall contain no
life insurance element, (ii) the mode or modes of distribution of funds
under an Insurance Contract shall in all events be subject to the direction
of the Trustee in accordance with Section 9.2, and (iii) an Insurance
Contract held under the Plan shall be convertible to any extent necessary
for compliance with Section 6.4.

2.16 "Life Insurance Policy" shall have the meaning set forth in Section
9.1.

2.17 "Owner-Employee" shall mean the sole proprietor, if the Employer is a
sole proprietorship, or a partner who owns more than 10% of either the
capital interest or the profits interest, if the Employer is a partnership.

2.18 "Participant" shall mean an Employee who has met the requirements of
Section 3.1 or Section 3.2.

2.19 "Participant Contribution Account" shall mean an account established
on the books of the Trust for the purpose of recording the contributions
made by a Participant and any income, expenses, gains, or losses incurred
thereon.

2.20 "Plan Year" shall be the period of 12 consecutive months designated by
the Employer in the Adoption Agreement.

2.21 "Prototype Plan" shall mean the form of the Plan, as approved from
time to time by the Internal Revenue Service.

2.22 "Registered Investment Company" shall mean any one or more
corporations or trusts registered under the Investment Company Act of 1940
and approved by the Sponsor for use under the Plan for which Fidelity
Management & Research Company or any of its successors or affiliates serves
as investment advisor, and any other such entity as is acceptable to the
Trustee in its sole discretion; and "Registered Investment Company Shares"
shall mean the shares, trust certificates, or other evidences of ownership
in any such Registered Investment Company.

2.23 "Self-Employed Individual" shall mean an individual whose personal
services are a material income-producing factor in the Business and who has
Earned Income from the Business (or would have had such Earned Income if
the Business had net profits) for the taxable year, including a partner or
a sole proprietor.

2.24 "Sponsor" shall mean Fidelity Management & Research Company, a
Massachusetts corporation, or its successor.

2.25 "Trust" shall mean the trust fund established under Section 13.1, and
"Trustee" shall mean the Trustee named in the Adoption Agreement or any
successor to such Trustee.

2.26 "Year of Service" shall mean a period of 12 consecutive months,
commencing on the date on which an individual first performs an Hour of
Service or on any anniversary thereof, during which he is credited with at
least 1,000 Hours of Service; except that in the case of an Employee who
returns to service with the Employer after having incurred a Break in
Service, the period of 12 consecutive months shall commence on the date on
which he first performs an Hour of Service after the Break in Service, and
each anniversary thereof.

Article 3. Participation

3.1 General Rule. Each Employee shall become a Participant on the first day
of the calendar month in which he first fulfills the age and service
requirements specified by the Employer in the Adoption Agreement. If the
Employer has specified that the number of Years of Service required for
eligibility shall not be interrupted, then an Employee who incurs a Break
in Service before completing the required number of Years of Service shall
not thereafter be credited with any Year of Service completed prior to the
Break in Service. If the Employer has specified that the number of Years of
Service required for eligibility may be interrupted, then an Employee who
incurs a Break in Service before completing the required number of Years of
Service shall continue to be credited with Years of Service completed
before the Break in Service. If the Employer has specified a fractional
part of a Year of Service, an Employee shall not be required to complete
any specified number of Hours of Service in order to receive credit for a
fractional part of
a Year of Service. In the event a Participant is no longer a member of an
eligible class of Employees and becomes ineligible to participate but has
not incurred a Break in Service, such Employee will participate immediately
upon returning to an eligible class of Employees. If such a Participant
incurs a Break in Service, eligibility will be determined under the Break
in Service rules of this Section 3.1. In the event an Employee who is not a
member of an eligible class of Employees becomes a member of an eligible
class, such Employee will participate immediately if such Employee has
satisfied the minimum age and service requirements and would have otherwise
previously become a Participant.

3.2 Special Rule for Former Participants. A former Participant whose
employment with the Employer terminates shall again become a Participant on
the day on which he first performs an Hour of Service for the Employer
after such termination.

3.3 Owner-Employee as Participant: Multiple Businesses. If the Plan
provides contributions or benefits for one or more Owner-Employees who
control both the Business and one or more other trades or businesses, the
Plan and the plans established with respect to such other trades or
businesses must, when looked at as a single plan, satisfy Sections 401(a)
and (d) of the Code with respect to the employees (which term shall include
an employee within the meaning of Section 401(c)(1) of the Code) of the
Employer and all such other trades or businesses. If this Plan provides
contributions or benefits for one or more Owner-Employees who control one
or more other trades or businesses, the employees of each such other trade
or business must be included in a plan that satisfies Sections 401(a) and
(d) of the Code and that provides contributions and benefits not less
favorable than those provided for such Owner-Employees under this Plan. If
an individual is covered as an Owner-Employee under the plans of two or
more trades or businesses that are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trades or businesses that are controlled
must be as favorable as those provided for him under the most favorable
plan of the trade or business that is not controlled.

For purposes of this Section 3.3, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such two or more Owner-Employees together:

(a) own the entire interest in an unincorporated trade or business, or

(b) in the case of a partnership, own more than 50 percent of either the
capital interest or the profits interest in such partnership. For this
purpose, an Owner-Employee or a group of Owner-Employees shall be treated
as owning any interest in a partnership that is owned, directly or
indirectly, by a partnership controlled by him or them within the meaning
of the preceding sentence.

3.4 Participation in Employer Contributions. The Employer's contribution to
the Plan for any Plan Year shall be allocated in accordance with Section
4.1 among the Employer Contribution Accounts of all Participants who are
active Employees on the last day of the Plan Year, or who are credited with
more than 500 Hours of Service during the Plan Year, or who left employment
during the Plan Year on account of death, total disability, or attainment
of age 59 1/2 or older.

Article 4. Contributions

4.1 Contributions by the Employer. Subject to the requirements and
limitations contained in this Article 4 and in Article 12, for each Plan
Year beginning with the Plan Year in which the Effective Date falls the
Employer shall make a contribution to the Trust in the amount determined
under the following rules.

(a) Profit Sharing Plans. In the case of a profit sharing plan, the
contribution shall be a discretionary amount determined by the Employer,
not to exceed the amount deductible under Section 404 of the Code.
Contributions for any Plan Year shall be allocated as of the last day of
the Plan Year among the Employer Contribution Accounts of the Participants
in the ratio that each Participant's Earnings bears to the Earnings of all
Participants; provided, however, that if the Employer has selected in the
Adoption Agreement an allocation formula integrated with Social Security,
contributions shall instead be allocated in accordance with the following
formula:

(1) Contributions shall first be allocated among the Accounts of
Participants in the ratio that each Participant's Earnings bears to the
aggregate Earnings of all Participants. The total amount allocated in this
manner shall be equal to at least 3% of all Participants' Earnings, or (if
less) the total amount of the Employer contribution. The amount allocated
under this paragraph (1) shall be designated the "Base Contribution
Percentage."

(2) Contributions shall next be allocated among the Accounts of
Participants in the ratio that each Participant's Earnings in excess of the
taxable wage base (that is, the amount that may be considered "wages" under
Section 3121(a)(1) of the Internal Revenue Code) bears to the aggregate of
such Earnings of all Participants. The total amount to be allocated in this
manner shall not exceed the product of (i) all Participants' Earnings in
excess of the taxable wage base and (ii) the lesser of the Base
Contribution Percentage or 5.7% (or such other tax rate as may be in effect
for employer contributions to old age insurance under the Social Security
Act). Both the taxable wage base and the Social Security old age insurance
tax rate shall be those in effect on the first day of the Plan Year.

(3) Contributions shall next be allocated among the Accounts of
Participants (whether or not they received an allocation under the
preceding paragraph) in the ratio that each Participant's Earnings bears to
the aggregate Earnings of all Participants.

(b) Money Purchase Pension Plans. In the case of a money purchase pension
plan, the contribution to be made and allocated to the Employer
Contribution Account of each Participant shall be the amount specified in
the Adoption Agreement, but in no event more than the amount deductible
under Section 404 of the Code.

(c) Paired Plans. An Employer that adopts paired Profit Sharing and Money
Purchase Pension plans using this basic plan document must specify in the
Adoption Agreement for one of the plans a contribution rate of no less than
3% of each Participant's Earnings. Only one of the paired plans may be
integrated with Social Security. Fidelity Profit Sharing Plan #001 may be
paired with Fidelity Money Purchase Pension Plan #002, and Fidelity Profit
Sharing Plan #003 may be paired with Fidelity Money Purchase Pension Plan
#004.

4.2 Time and Manner of Employer Contributions. Employer contributions for a
Plan Year shall be remitted to the Trustee not later than the due date
(including extensions) prescribed by law for filing the Employer's federal
income tax return for the fiscal year coinciding with such Plan Year. Each
contribution shall be accompanied by written instructions specifying (i)
the amount thereof that constitutes an Employer contribution and the names
of the Participants who are entitled to participate in such contribution
and (ii) the amount thereof that constitutes Participants' contributions
and the names of the Participants by whom such contributions were made. If
proper written instructions are not received, the Trustee shall hold the
contribution unallocated, and invested in shares of the "money market"
Registered Investment Company specified in the Adoption Agreement, without
liability for rising security prices or distributions, pending receipt of
written instructions or clarification. Each such contribution shall also be
accompanied by investment instructions pursuant to Section 5.1. The Trustee
shall have no responsibility for determining the correctness of the amount
or timing of any contribution, or for the collection of any contribution if
the Employer should fail to make contributions as provided in the Plan.

4.3 Vesting. A Participant's interest in his Accounts shall immediately
become and at all times remain fully vested and non-forfeitable.

4.4 Contributions by Participants. Participants may not make contributions
to the Plan. If the Plan is adopted as an amendment of an existing plan
that permitted employees to make nondeductible contributions for any Plan
Year beginning after December 31, 1986, such contributions in any such Plan
Year may not exceed the maximum allowed under the nondiscrimination test
contained in Code Section 401(m)(2). Any Plan that has accepted
nondeductible employee contributions must maintain Participant Contribution
Accounts so long as any amounts attributable to such contributions remain
in the Trust Fund.

Subject to Article 7, a Participant may at any time withdraw amounts
credited to his Participant Contribution Account by submitting to the
Trustee, through the Employer, a written request specifying the amount to
be withdrawn (which shall not be less than $100, unless the entire amount
credited is less than $100, in which case the entire amount credited must
be withdrawn). Payment of such withdrawals shall be made within 30 days of
the Trustee's receipt of such a request. Except to the extent that such
withdrawals are made, a Participant's Participant Contribution Account
shall be distributable at the same time and in the same manner as his
Employer Contribution Account.

Article 5. Investment of Contributions

5.1 Direction by Participant. Each Participant will determine the manner in
which contributions allocated to his Account are to be invested or
reinvested, by providing specific instructions in a form and manner
acceptable to the Trustee. An investment medium must be approved by the
Trustee in order to be available under the Plan. In the event that at any
time there shall be credited to a Participant's Account cash for which no
such instructions have been furnished, or for which the instructions
furnished are unclear to the Trustee, or for which the instructions
furnished would require investment in a medium not approved by the Sponsor
for use under the Plan, such cash shall be invested in shares of the "money
market" Registered Investment Company designated in the Participant's
initial written investment instructions (or, if the Participant has never
provided written instructions, in the Adoption Agreement); provided,
however, that a balance of up to $100 of uninvested cash may be maintained
in a Participant's Account for administrative convenience. While any
balance remains in the Account of a deceased Participant, the beneficiary
of the deceased Participant (as determined in accordance with Section 6.2)
shall direct the investment of the Account as though the beneficiary were
the Participant. The Trustee shall have no duty to question the directions
of a Participant in the investment of his Account or to advise him
regarding the purchase, retention or sale of assets credited to his
Account, nor shall the Trustee be liable for any loss which results from
the Participant's exercise of control over his Account. The Trustee may
designate one or more corporations affiliated with the Trustee as its agent
or agents for the purpose of receiving Participants' investment
instructions.

5.2 Investments. Subject to such reasonable and nondiscriminatory rules,
limits and procedures as the Trustee or Employer may establish from time to
time to facilitate administration of the Plan, all contributions under the
Plan shall be invested and reinvested in one or more of the following, as
directed by the Participant:

(a) Registered Investment Company Shares;

(b) marketable securities obtainable over the counter or on a recognized
securities exchange or directly from a Registered Investment Company;

(d) deposits bearing a reasonable rate of interest and maintained by the
Trustee or by any bank acceptable to the Trustee;

(e) Life Insurance Policies meeting the terms and conditions of Article 9;
or

(f) any other investment medium permitted by the Trustee from time to time.

Any other provision hereof to the contrary notwithstanding, a Participant
may not direct that any part or all of an Account be invested in assets
other than Registered Investment Company Shares unless the aggregate amount
which the Participant (or following the death of the Participant, his
beneficiary) proposes to invest in such assets is at least such amount as
the Trustee shall establish from time to time. The Trustee may require any
Account which is invested in assets other than Registered Investment
Company Shares to maintain an investment of not more than $500 in shares of
the "money market" Registered Investment Company designated by the
Participant in his written investment instructions, in order to provide a
medium for investing available cash pending other instructions and for
convenience in collecting fees and expenses from the Account.

Commissions and other costs attributable to the acquisition of an
investment shall be charged to the Account of the Participant for which
such investment is acquired. No charge shall be made for purchase or sale
of stock of a Registered Investment Company managed by Fidelity Management
& Research Company, other than the charges set forth in the most recent
prospectus of such Registered Investment Company.

A Participant may, by delivery of specific instructions, purchase an option
or direct that covered call options be written on securities held in his
Account. Such covered call instructions must specify the number and
identity of shares to which the option applies, the term of the option, and
the option price.
Any assets of the Plan may be held in the name of the Trustee or its
nominee or nominees, and any assets so held may be commingled with other
such assets registered in that name, whether or not held under similar
Trust Agreements or in any fiduciary capacity whatsoever; provided,
however, that the books of the Trustee shall at all times reflect the
identity of the beneficial owners of such assets.

The Trustee shall cause to be delivered to each Participant, at the
Employer's address, all notices, prospectuses, financial statements,
proxies and proxy-soliciting materials relating to assets held in his
Account. The Trustee shall not vote or exercise any other rights with
respect to any assets held hereunder except in accordance with the written
instructions of the Participant for whose Account such assets are held.

5.3 Reinvestment of Earnings. Except as provided in Article 9, all
dividends, capital gains, income, interest and distributions of every
nature received in respect of the assets in a Participant's Account shall
be reinvested as follows:

(a) a distribution of any nature received in respect of Registered
Investment Company Shares shall be reinvested in additional shares of that
Registered Investment Company;

(b) any other distribution of any nature received in respect of assets in
the Account shall be invested as provided in Section 5.1.

Assets of the Plan shall be valued, at their fair market value, on each
December 31 and on such other dates as the Trustee considers necessary or
convenient. The income, gains, expenses and losses attributable to a
Participant's Account shall be credited or debited, as applicable, to his
Account alone.

Article 6. Payment of Benefits

6.1 Retirement or Termination Benefits. A Participant shall become entitled
to benefits under the Plan, in an amount equal to the combined credit
balance of his Accounts at the time of payment, when he (i) reaches age 59
1/2 ("Normal Retirement Age") or (ii) terminates his service with the
Employer (whether before or after he reaches Normal Retirement Age).
Payment of benefits to such a Participant must commence within 60 days
after the end of the Plan Year in which the Participant reaches Normal
Retirement Age or terminates his service with the Employer, whichever is
later; provided, however, that:

(a) a Participant shall file a claim for benefits with the Employer,
specifying the manner of distribution in accordance with Section 6.3, and
the date on which payment is to commence; and

(b) a Participant may elect to postpone the commencement of benefits to any
date which satisfies the requirements of this Article 6 and Article 7. For
purposes of this Section 6.1, the failure of a Participant (and his spouse,
if spousal consent is required pursuant to Article 7) to consent to a
distribution while a benefit is "immediately distributable" within the
meaning of Section 6.4 shall be considered an election to postpone the
commencement of payment.
6.2 Death Benefits; Designation of Beneficiary. Subject to Section 7.3, the
beneficiary of a deceased Participant who had received no distribution of
benefits before his death shall be entitled to benefits under the Plan, in
an amount equal to the combined credit balance of the deceased
Participant's Accounts at the time of payment, commencing within 60 days
after the end of the Plan Year in which the Participant dies; provided,
however, that:

(a) a beneficiary shall file a claim for benefits with the Trustee,
specifying the is to commence; manner of distribution in accordance with
Section 6.3, and the date on which payment

(b) a beneficiary who is the surviving spouse of a deceased Participant may
elect to have benefits commence within the 90-day period following the date
of the Participant's death; and
(c) a beneficiary may elect to postpone the commencement of benefits to any
date which satisfies the requirements of this Article 6, Article 7 and
Article 8.

In the case of a Participant who dies after having begun to receive a
distribution of benefits in installments under Section 6.3(b), distribution
of installments shall continue after his death to his beneficiary in
accordance with Section 8.5(a). In the case of a Participant who dies after
having received a distribution under Section 6.3(a), (c), or (d), no death
benefit shall be payable from the Plan.

A Participant may designate a beneficiary by completing and returning to
the Trustee a form provided for this purpose. The form most recently
completed and returned to the Trustee before the Participant's death shall
supersede any earlier form. If no form has been filed with the Trustee
before the death of a Participant, his beneficiary shall be the person(s)
designated in a form filed with the Plan Administrator before the
Participant's death and before March 1, 1990. If a Participant has not
designated any beneficiary by filing a form with the Trustee or the Plan
Administrator before his death, or if no beneficiary so designated survives
the Participant, his beneficiary shall be his surviving spouse, or if there
is no surviving spouse, his estate. A married Participant may designate a
beneficiary other than his spouse only if his spouse consents in writing to
the designation, and the spouse's consent acknowledges the effect of the
consent and is witnessed by a notary public or a representative of the
Plan. The preceding sentence shall apply to any change in the beneficiary
or beneficiaries named in a designation to which the spouse has consented,
unless the terms of the spouse's original written consent expressly permit
such a change, and acknowledge that the spouse voluntarily relinquishes the
right to limit the consent to a specific beneficiary. The marriage of a
Participant shall nullify any designation of a beneficiary previously
executed by the Participant. If it is established to the satisfaction of
the Plan Administrator that the Participant has no spouse or that the
spouse cannot be located, the requirement of spousal consent shall not
apply. Any spousal consent obtained pursuant to this Section 6.2, and any
decision of the Plan Administrator that the consent of a spouse cannot be
obtained, shall apply only with respect to the particular spouse involved.

6.3 Manner of Distribution. Subject to the rules of Article 7 concerning
joint and survivor annuities, benefits shall be distributed in one or more
of the following forms, as designated in writing by the Participant or
beneficiary:

(a) a lump sum in cash or in kind;

(b) a series of substantially equal annual (or more frequent) installments,
in cash or in kind, over a period that meets the requirements of Article 8;

(d) a life annuity contract (with or without a period certain or
guaranteed-refund feature) purchased from an insurance company.

If the Plan has been adopted as an amendment of an existing plan, any other
form of benefit available under that plan before its amendment shall be
made available under the Plan in accordance with paragraph (c) or (d) of
this Section 6.3 by the purchase from an insurance company of an annuity
contract providing for payment in the desired form. Subject to Article 7,
the Account balance of a Participant or beneficiary who fails to elect a
manner of distribution shall be distributed in cash in accordance with
paragraph (b) of this Section 6.3.

6.4 Restriction on Immediate Distributions. A Participant's Account balance
is considered "immediately distributable" if any part of the Account
balance could be distributed to the Participant (or his surviving spouse)
before the Participant attains, or would have attained if not deceased, age
62.

(a) If the value of a Participant's Account balance derived from Employer
and Employee contributions exceeds ( or at the time of any prior
distribution exceeded) $3,500, and the Account balance is immediately
distributable, the Participant and his spouse (or where either the
Participant or the spouse has died, the survivor) must consent to any such
distribution, unless an exception described in paragraph (b) applies. The
consent of the Participant and his spouse shall be obtained in writing
within the 90-day period ending on the annuity starting date, which is the
first day of the first period for which an amount is paid as an annuity (or
any other form). The Plan Administrator shall notify the Participant and
the spouse, no less then 30 days and no more than 90 days before the
annuity starting date, of the right to defer any distribution until the
Participant's sixty-second (62nd) birthday. Such notification shall include
a general description of the material features of the optional forms of
benefit available under the Plan and an explanation of their relative
values, in a manner that would satisfy the notice requirements of Section
417(a)(3) of the Code.

(b) The following exceptions to paragraph (a) apply:

(1) If the exception in Section 7.1(b) (for certain profit sharing plans)
applies with respect to the Participant, the spouse need not consent to the
distribution of an Account balance that is immediately distributable.

(2) Only the Participant need consent to a distribution in the form of a
Qualified Joint and Survivor Annuity (as defined in Section 7.4(d)) while
the Account balance is immediately distributable.
(3) Neither the Participant's nor the spouse's consent shall be required to
the extent that a distribution is required to satisfy Section 401(a)(9) or
Section 415 of the Code.

(4) For purposes of determining the applicability of the foregoing consent
requirements to distributions made before the first day of the first Plan
Year beginning after December 31, 1988, a Participant's Account balance
shall not include amounts attributable to accumulated deductible employee
contributions within the meaning of Section 72(o)(5)(B) of the Code.

6.5 Special Rules for Annuity Contracts. The following rules shall apply to
distributions made, in whole or in part, in the form of an annuity
contract:

(a) Nontransferability. Any annuity contract distributed under the Plan
must be nontransferable.

(b) Compatibility with Plan. The terms of any annuity contract purchased
and distributed by the Plan to a Participant shall comply with the
requirements of this Article 6, Article 7 and Article 8.

(c) Insurance Contracts. No distribution in kind shall include an Insurance
Contract unless the mode of payment under the Insurance Contract meets the
requirements of this Section 6.5.

6.6 Distribution Procedure. The Trustee shall make or commence
distributions to or for the benefit of Participants only on receipt of a
written order from the Employer certifying that a distribution of a
Participant's benefits is payable pursuant to the Plan, and specifying the
time, manner and amount of payment. The Trustee shall be fully protected in
acting upon the written directions of the Employer in making benefit
distributions, and shall have no duty to determine the rights or benefits
of any person under the Plan or to inquire into the right or power of the
Employer to direct any such distribution. A beneficiary designation form
completed and filed in accordance with Section 6.2 shall be deemed a
written order of the Employer for purposes of this Section 6.6. The Trustee
shall be entitled to assume conclusively that any determination by the
Employer with respect to a distribution meets the requirements of the Plan.
The Trustee shall not be required to make any payment hereunder in excess
of the net realizable value of the assets of the Trust at the time of such
payment, nor to make any payment in cash unless the Employer has furnished
written instructions as to the assets to be converted to cash for the
purposes of making payment.

6.7 Claims. A Participant or beneficiary who believes he is entitled to
benefits under the Plan shall complete and deliver to the Employer a
written claim for benefits on a form provided by the Employer. The Employer
shall respond to such a claim within 60 days either by commencement of
payment of benefits or by a written notice that the claim has been denied,
setting forth the reasons for the denial and citing relevant provisions of
the Plan, indicating if further information is necessary or if the claimant
must satisfy further conditions or requirements to qualify for benefits,
and describing the procedure for appeal and review established by Section
6.8. A claimant who receives no response within 90 days may consider his
claim denied, and may proceed as described in Section 6.8.

6.8 Appeal and Review. A Participant or beneficiary whose claim for
benefits has been denied, either by notice of denial or by passage of time,
may at any time within 90 days of such denial appeal the denial of his
claim by requesting review by the Employer. Such a request shall be in
writing and may be submitted by the claimant or his representative. The
claimant or his representative or both may also appear personally before
the Employer to submit issues and comments orally. The Employer shall issue
a decision within 60 days of receipt of a written request for review
(unless special circumstances, such as need for a hearing, justify delay,
but in any event within 120 days of receipt of a written request for
review). Such a decision shall be in writing, and shall include specific
reasons for the decision, with reference to the provisions of the Plan upon
which the decision is based. The Employer's decision on review shall be
final and binding upon all parties.

Article 7. Joint and Survivor Annuity Requirements

7.1 Applicability.

(a) Generally. The provisions of Sections 7.2 through 7.5 shall generally
apply to a Participant who is credited with at least one Hour of Service on
or after August 23, 1984, and such other Participants as provided in
Section 14.2.

(b) Exception for Certain Profit Sharing Plans. The provisions of Sections
7.2 through 7.5 shall not apply to a Participant in a profit sharing plan
if: (i) the Participant does not elect payment of benefits in the form of a
life annuity, and (ii) on the death of the Participant, his Account Balance
will be paid to his surviving spouse (unless there is no surviving spouse,
or the surviving spouse has consented to the designation of another
Beneficiary in a manner conforming to a Qualified Election) and the
surviving spouse may elect to have distribution of the Account Balance
(adjusted in accordance with Section 5.3 for gains or losses occurring
after the Participant's death) commence within the 90-day period following
the date of the Participant's death. (The provisions of Section 6.2 meet
the requirements of clause (ii) of the preceding sentence.) The Participant
may waive the spousal death benefit described in this paragraph (b) at any
time, provided that no such waiver shall be effective unless it satisfies
the conditions applicable under Section 7.4(c) to a Participant's waiver of
a Qualified Preretirement Survivor Annuity. The exception in this paragraph
(b) shall not be operative with respect to a Participant in a profit
sharing plan if the Plan:

(1) Is a direct or indirect transferee of a defined benefit plan, money
purchase pension plan, target benefit plan, stock bonus plan, or profit
sharing plan which is subject to the survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code; or

(2) Is adopted as an amendment of a plan subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code.

For purposes of this paragraph (b), Account Balance shall have the meaning
provided in Section 7.4(f). The provisions of Sections 7.2 through 7.5 set
forth the survivor annuity requirements of Sections 401(a)(11) and 417 of
the Code.

(c) Exception for Certain Amounts. The provisions of Sections 7.2 through
7.5 shall not apply to any distribution made on or after the first day of
the first Plan Year beginning after December 31, 1988, from or under a
separate account attributable solely to accumulated deductible employee
contributions as defined in Section 72(o)(5)(B) of the Code, and maintained
on behalf of a Participant in a money purchase pension plan or a target
benefit plan, provided that the exceptions applicable to certain profit
sharing plans under paragraph (b) are applicable with respect to the
separate account (for this purpose, Account Balance means the Participant's
separate account balance attributable solely to accumulated deductible
employee contributions within the meaning of Section 72(o)(5)(B) of the
Code).

7.2 Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day
period ending on the Annuity Starting Date, a married Participant's Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity
and an unmarried Participant's Account Balance will be paid in the form of
a life annuity. In either case, the Participant may elect to have such an
annuity distributed upon his attainment of the Earliest Retirement Age
under the Plan.

7.3 Qualified Preretirement Survivor Annuity. Unless an optional form of
benefit has been selected within the Election Period pursuant to a
Qualified Election, the Account Balance of a Participant who dies before
the Annuity Starting Date shall be applied toward the purchase of an
annuity for the life of his surviving spouse (a "Qualified Preretirement
Survivor Annuity"). The surviving spouse may elect to have such an annuity
distributed within a reasonable period after the Participant's death. For
purposes of this Article 7, the term "spouse" means the current spouse or
surviving spouse of a Participant, except that a former spouse will be
treated as the spouse or surviving spouse (and a current spouse will not be
treated as the spouse or surviving spouse) to the extent provided under a
qualified domestic relations order as described in Section 414(p) of the
Code.

7.4 Definitions. The following definitions apply:

(a) Election Period means the period beginning on the first day of the Plan
Year in which a Participant attains age 35 and ending on the date of the
Participant's death. If a Participant separates from service before the
first day of the Plan Year in which he reaches age 35, the Election Period
with respect to his account balance as of the date of separation shall
begin on the date of separation.

(b) Earliest Retirement Age means the earliest date on which the
Participant could elect to receive Retirement benefits under the Plan.

(c) Qualified Election means a waiver of a Qualified Joint and Survivor
Annuity or a Qualified Preretirement Survivor Annuity. Any such waiver
shall not be effective unless:

(1) the Participant's spouse consents in writing to the waiver;

(2) the waiver designates a specific Beneficiary, including any class of
beneficiaries or any contingent beneficiaries, which may not be changed
without spousal consent (unless the spouse's consent expressly permits
designations by the Participant without any further spousal consent);

(3) the spouse's consent acknowledges the effect of the waiver; and

(4) the spouse's consent is witnessed by a plan representative or notary
public. Additionally, a Participant's waiver of the Qualified Joint and
Survivor Annuity shall not be effective unless the waiver designates a form
of benefit payment which may not be changed without spousal consent (unless
the spouse's consent expressly permits designations by the Participant
without any further spousal consent). If it is established to the
satisfaction of a plan representative that there is no spouse or that the
spouse cannot be located, a waiver will be deemed a Qualified Election. Any
consent by a spouse obtained under these provisions (and any establishment
that the consent of a spouse may not be obtained) shall be effective only
with respect to the particular spouse involved. A consent that permits
designations by the Participant without any requirement of further consent
by the spouse must acknowledge that the spouse has the right to limit the
consent to a specific Beneficiary and a specific form of benefit where
applicable, and that the spouse voluntarily elects to relinquish either or
both of those rights. A revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time before the
commencement of benefits. The number of revocations shall not be limited.
No consent obtained under this provision shall be valid unless the
Participant has received notice as provided in Section 7.5.

(d) Qualified Joint and Survivor Annuity means an immediate annuity for the
life of a Participant, with a survivor annuity for the life of the spouse
which is not less than 50 percent and not more than 100 percent of the
amount of the annuity which is payable during the joint lives of the
Participant and the spouse, and which is the amount of benefit that can be
purchased with the Participant's Account Balance. The percentage of the
survivor annuity under the Plan shall be 50 percent.

(e) Annuity Starting Date means the first day of the first period for which
an amount is paid as an annuity (or any other form).

(f) Account Balance means the aggregate value of the Participant's Account
Balance derived from Employer and Employee contributions (including
rollovers), including the proceeds of insurance contracts, if any, on the
Participant's life. The provisions of this Article 7 shall apply to a
Participant who is vested in amounts attributable to Employer
contributions, Employee contributions or both at the time of death or
distribution.

7.5 Notice Requirements. In the case of a Qualified Joint and Survivor
Annuity, no less than 30 days and no more than 90 days before a
Participant's Annuity Starting Date the Plan Administrator shall provide to
him a written explanation of (i) the terms and conditions of a Qualified
Joint and Survivor Annuity, (ii) the Participant's right to make, and the
effect of, an election to waive the Qualified Joint and Survivor Annuity
form of benefit, (iii) the rights of the Participant's spouse, and (iv) the
right to make, and the effect of, a revocation of a previous election to
waive the Qualified Joint and Survivor Annuity.

In the case of a Qualified Preretirement Survivor Annuity, within the
applicable period for a Participant, the Plan Administrator shall provide
to him a written explanation of the Qualified Preretirement Survivor
Annuity, in terms and manner comparable to the requirements applicable to
the explanation of a Qualified Joint and Survivor Annuity as described in
the preceding paragraph. The applicable period for a Participant is
whichever of the following periods ends last: (i) the period beginning with
the first day of the Plan Year in which the Participant attains age 32 and
ending with the close of the Plan Year preceding the Plan Year in which the
Participant attains age 35; (ii) a reasonable period ending after an
individual becomes a Participant; (iii) a reasonable period ending after
this Article 7 first applies to the Participant. Notwithstanding the
foregoing, in the case of a Participant who separates from service before
attaining age 35, notice must be provided within a reasonable period ending
after his separation from service.

For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (i), (ii) and (iii) is the
end of the two-year period beginning one year before the date the
applicable event occurs, and ending one year after that date. In the case
of a Participant who separates from service before the Plan Year in which
he reaches age 35, notice shall be provided within the two-year period
beginning one year before the separation and ending one year after the
separation. If such a Participant thereafter returns to employment with the
Employer, the applicable period for the Participant shall be redetermined.

A Participant who will not attain age 35 as of the end of a Plan Year may
make a special Qualified Election to waive the Qualified Preretirement
Survivor Annuity for the period beginning on the date of such election and
ending on the first day of the Plan Year in which the Participant will
attain age 35. Such election shall not be valid unless the Participant
receives a written explanation of the Qualified Preretirement Survivor
Annuity in such terms as are comparable to the explanation required under
this Section 7.5. Qualified Preretirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in which the
Participant attains age 35. Any new waiver on or after such date shall be
subject to the full requirements of this article.

Article 8. Minimum Distribution Requirements

8.1 General Rules. Except as otherwise provided in Article 7, Joint and
Survivor Annuity Requirements, the requirements of this Article 8 shall
apply to any distribution of a Participant's interest and will take
precedence over any inconsistent provisions of the Plan. Unless otherwise
specified, the provisions of this Article 8 apply to calendar years
beginning after December 31, 1984. All distributions required under this
Article 8 shall be determined and made in accordance with the Income Tax
Regulations under Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
regulations.

8.2 Required Beginning Date. The entire interest of a Participant must be
distributed, or begin to be distributed, no later than the Participant's
required beginning date, determined as follows:

(a) General Rule. The required beginning date of a Participant is the first
day of April of the calendar year following the calendar year in which the
Participant attains age 70 1/2.

(b) Transitional Rules. The required beginning date of a Participant who
attains age 70 1/2 before January 1, 1988, shall be determined in
accordance with (1) or (2) below:

(1) Non-5-percent owners. The required beginning date of a Participant who
is not a 5-percent owner is the first day of April of the calendar year
following the calendar year in which the later of his Retirement or his
attainment of age 70 1/2 occurs.

(2) 5-percent owners. The required beginning date of a Participant who is a
5-percent owner during any year beginning after December 31, 1979, is the
first day of April following the later of:(i) the calendar year in which
the Participant attains age 70 1/2, or (ii) the earlier of the calendar
year with or within which ends the Plan Year in which the Participant
becomes a 5-percent owner, or the calendar year in which the Participant
retires.

The required beginning date of a Participant who is not a 5-percent owner,
who attains age 70 1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990.

(c) Rules for 5-percent Owners. A Participant is treated as a 5-percent
owner for purposes of this Section 8.2 if he is a 5-percent owner as
defined in Section 416(i) of the Code (determined in accordance with
Section 416 but without regard to whether the Plan is top heavy) at any
time during the Plan Year ending with or within the calendar year in which
he attains age 66 1/2, or any subsequent Plan Year. Once distributions have
begun to a 5-percent owner under this Section 8.2, they must continue, even
if the Participant ceases to be a 5-percent owner in a subsequent year.

8.3 Limits on Distribution Periods. As of the first Distribution Calendar
Year, distributions not made in a single sum may be made only over one or a
combination of the following periods:

(a) the life of the Participant,

(b) the life of the Participant and his Designated Beneficiary,

(d) a period certain not extending beyond the Joint and Last Survivor
Expectancy of the Participant and his Designated Beneficiary.

Designated Beneficiary means the individual who is designated under Section
6.2 of the Plan as the beneficiary of a Participant, in accordance with
Section 401(a)(9) of the Code and the regulations thereunder.

Distribution Calendar Year means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this
Section 8.3. For distributions beginning before the Participant's death,
the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's required
beginning date. For distributions beginning after the Participant's death,
the first Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to Section 8.5.

Life Expectancy and Joint and Last Survivor Expectancy are computed by use
of the expected return multiples in Tables V and VI of Section 1.72-9 of
the Income Tax Regulations. Unless otherwise elected by the Participant (or
his spouse, in the case of distributions described in Section 8.5(b)) by
the time distributions are required to begin, Life Expectancies shall be
recalculated annually. Any such election shall be irrevocable as to the
Participant (or spouse) and shall apply to all subsequent years. The Life
Expectancy of a nonspouse beneficiary may not be recalculated.

8.4 Determination of Amount to be Distributed Each Year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date. Paragraphs (a) through (d) apply to distributions in forms
other than the purchase of an annuity contract.

(a) If a Participant's Benefit is to be distributed over (1) a period not
extending beyond the Life Expectancy of the Participant or the Joint Life
and Last Survivor Expectancy of the Participant and his Designated
Beneficiary, or (2) a period not extending beyond the Life Expectancy of
the Designated Beneficiary, the amount required to be distributed for each
calendar year, beginning with distributions for the first Distribution
Calendar Year, must at least equal the quotient obtained by dividing the
Participant's Benefit by the Applicable Life Expectancy.

(b) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the Designated Beneficiary, the method of
distribution selected must assure that at least 50 percent of the present
value of the amount available for distribution is paid within the Life
Expectancy of the Participant.

(c) For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with distributions for the first
Distribution Calendar Year, shall not be less than the quotient obtained by
dividing the Participant's Benefit by the lesser of (1) the Applicable Life
Expectancy or (2) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the table set forth in
Q&A-4 of Section 1.401(a)(9)-2 of the Income Tax Regulations. Distributions
after the death of the Participant shall be distributed using the
Applicable Life Expectancy in paragraph (a) above as the relevant divisor,
without regard to Regulations Section 1.401(a)(9)-2.

(d) The minimum distribution required for the Participant's first
Distribution Calendar Year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the Distribution Calendar Year in
which the Employee's required beginning date occurs, must be made on or
before December 31 of that Distribution Calendar Year.

(e) If the Participant's Benefit is distributed in the form of an annuity
contract purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of Section 401(a)(9) of
the Code and the regulations thereunder.

Applicable Life Expectancy means the Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the Participant
(or Designated Beneficiary ) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year, reduced by one for
each calendar year which has elapsed since the date Life Expectancy was
first calculated. If Life Expectancy is being recalculated, the Applicable
Life Expectancy shall be the Life Expectancy as so recalculated. The
applicable calendar year shall be the first Distribution Calendar Year, and
if Life Expectancy is being recalculated such succeeding calendar year. If
annuity payments commence in accordance with Section 8.4(e) before the
required beginning date, the applicable calendar year is the year such
payments commence. If distribution is in the form of an immediate annuity
purchased after the Participant's death with the Participant's remaining
interest in the Plan, the applicable calendar year is the year of purchase.

Participant's Benefit means the Account Balance as the last valuation date
in the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year), increased by the amount of any contributions or
Forfeitures allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made
in the valuation calendar year after the valuation date. For purposes of
the preceding sentence, if any portion of the minimum distribution for the
first Distribution Calendar Year is made in the second Distribution
Calendar Year on or before the required beginning date, the amount of the
minimum distribution made in the second Distribution Calendar Year shall be
treated as if it had been made in the immediately preceding Distribution
Calendar Year.

8.5 Death Distribution Provisions.

(a) Distribution Beginning before Death. If the Participant dies after
distribution of his interest has begun, the remaining portion of his
interest will continue to be distributed at least as rapidly as under the
method of distribution being used before the Participant's death.

(b) Distribution Beginning after Death. If the Participant dies before
distribution of his interest begins, distribution of his entire interest
shall be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death, except to the extent that an
election is made to receive distributions in accordance with (1) or (2)
below:

(1) If any portion of the Participant's interest is payable to a Designated
Beneficiary, distributions may be made over the Designated Beneficiary's
life, or over a period certain not greater than the Life Expectancy of the
Designated Beneficiary, commencing on or before December 31 of the calendar
year immediately following the calendar year in which the Participant died;
or

(2) If the Designated Beneficiary is the Participant's surviving spouse,
the date distributions are required to begin in accordance with (1) above
shall not be earlier than the later of (i) December 31 of the calendar year
immediately following the calendar year in which the Participant died, and
(ii) December 31 of the calendar year in which the Participant would have
attained age 70 1/2.

If the Participant has not made an election pursuant to this Section 8.5 by
the time of his death, the Participant's Designated Beneficiary must elect
the method of distribution no later than the earlier of (i) December 31 of
the calendar year in which distributions would be required to begin under
this Section 8.5, or (ii) December 31 of the calendar year which contains
the fifth anniversary of the date of death of the Participant. If the
Participant has no Designated Beneficiary, or if the Designated Beneficiary
does not elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(c) For purposes of paragraph (b), if the surviving spouse dies after the
Participant, but before payments to the spouse begin, the provisions of
paragraph (b), with the exception of sub-paragraph (2) therein, shall be
applied as if the surviving spouse were the Participant.

(d) For purposes of this Section 8.5, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving spouse
of the Participant if the amount becomes payable to the surviving spouse
when the child reaches the age of majority.

(e) For the purposes of this Section 8.5, distribution of a Participant's
interest is considered to begin on the Participant's required beginning
date (or, if paragraph (c) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to paragraph (b) above).
If distribution in the form of an annuity contract described in Section
8.4(e) irrevocable commences to the Participant before the required
beginning date, the date distribution is considered to begin is the date
distribution actually commences.

Article 9. Life Insurance Policies

9.1 Purchase of Life Insurance Policies. Subject to such reasonable and
non-discriminatory rules, limits and procedures as the Trustee or Employer
may establish from time to time, a Participant may from time to time direct
the Trustee to apply amounts credited or to be credited to his Account to
the payment of premiums on one or more ordinary life insurance policies or
other insurance contracts containing a life insurance element and approved
by the Trustee for purchase under the Plan ("Life Insurance Policies");
provided that the Participant supplies such information and instructions
and submits to such examination as may be required, and provided further
that the Employer certifies to the Trustee that such direction will not
cause the total premiums paid from the Participant's Account to exceed the
following limitations:

(a) No more than one-half ( 1/2 ) of the aggregate amount of Employer
contributions allocated to the Participant may be used to pay premiums on
Life Insurance Policies providing for both non-decreasing death benefits
and non-increasing premiums; and

(b) No more than one-fourth ( 1/4 ) of the aggregate amount of Employer
contributions allocated to the Participant may be used to pay premiums on
Life Insurance Policies other than those described in paragraph (a); and

(c) The sum of one-half ( 1/2 ) of the premiums under paragraph (a) and all
other premiums paid may not exceed one-fourth ( 1/4 ) of the aggregate
Employer contributions allocated to the Participant.

The Life Insurance Policies available to Participants hereunder shall be
non-transferable when held by anyone other than the Trustee, and shall be
limited to those permitted by the Trustee from time to time. Subject to
Article 7, a Life Insurance Policy held under the Plan shall be distributed
to the Participant upon commencement of benefits, or converted to cash or
an annuity to any extent necessary for compliance with Sections 6.3 and
8.5.

Any dividends or credits on a Life Insurance Policy shall be allocated to
the Participant's Employer Contribution Account or Participant Contribution
Account, according to the source from which premiums are paid. No loans may
be made on Life Insurance Policies under the Plan.

The Trustee shall apply for and be the owner of any Life Insurance Policy
purchased under the terms of the Plan. The Life Insurance Policy must
provide that the proceeds will be payable to the Trustee; however, the
Trustee shall be required to pay over all proceeds of Life Insurance
Policies to the Participant's Designated Beneficiary in accordance with the
distribution provisions of Section 8.5 of the Plan. A Participant's spouse
will be the Designated Beneficiary in all circumstances unless a Qualified
Election has been made in accordance with Section 7.4(c) (or, in the case
of a Participant in a profit sharing plan to which the spousal annuity
rules of Article 7 do not apply, spousal consent to the designation of
another beneficiary has been obtained in accordance with Section 6.2).
Under no circumstances shall the Trust retain any part of the proceeds. In
case of any conflict between the provisions of a Life Insurance Policy and
the Plan, the provisions of the Plan shall control.

9.2 Distributions with Respect to Life Insurance Policies. Upon the death
of a Participant, any payments which are due or which may become due under
a Life Insurance Policy issued under the Plan shall be paid in accordance
with the terms of the Policy; provided, however, that:

(a) to the extent (if any) that the terms of the Policy do not govern the
disposition of the proceeds, they shall be distributed to the same persons
or estates as are determined under Section 6.2 and the action taken
thereunder; and

(b) the method of distribution under each Policy shall conform with the
provision governing the manner of distribution set out in Section 8.5.

Subject to Article 7, Joint and Survivor Annuity Requirements,
distributions with respect to a Life Insurance Policy other than as a
result of the death of a Participant or the termination of the Plan shall
commence as provided in Section 6.1, and the Life Insurance Policy shall
then be distributed to the Participant after converting it, if necessary,
so that it does not provide any options which do not conform to Section
6.5. The cash value of Life Insurance Policies purchased for a Participant
shall be treated as part of his Employer Contribution Account or
Participant Contribution Account, according to the source from which
premiums are paid. A Policy which cannot be distributed promptly after the
cessation of payment of premiums from Employer contributions shall be made
paid-up for whatever face amount its cash value will provide.

Article 10. Amendment and Termination

10.1 Sponsor's Right to Amend. The Sponsor may amend any part of the
prototype form of this Plan by mailing written notice of such amendment to
the Employer; provided, however, that:

(a) the Sponsor shall have no power to amend or terminate the Plan in such
manner as would cause or permit any part of the assets in the Trust to be
diverted to purposes other than for the exclusive benefit of Participants
and beneficiaries as described in Section 13.2, or as would cause or permit
any portion of such assets to revert to or become the property of the
Employer in violation of such Section;
(b) the Sponsor shall not have the right to amend the Plan in a manner that
violates Section 10.3; and

(c) the Sponsor shall have no power to amend the Plan in such a manner as
would increase the duties of liabilities of the Trustee unless the Trustee
consents thereto in writing.

10.2 Employer's Right to Amend. The Employer may at any time and from time
to time modify or amend this Plan in whole or in part (including
retroactive amendments), by delivering to the Trustee a written copy of
such amendment signed by the Employer; provided, however, that any such
amendment other than the one signed below (including an amendment designed
to allow the Plan to operate under a waiver of the minimum funding standard
pursuant to Section 412(d) of the Code) will constitute substitution by the
Employer of an individually designed plan for the approved Prototype Plan,
upon which event the Trustee named in the Adoption Agreement will resign
pursuant to Section 13.6:

(a) a change of the Employer's prior choice of an optional provision
indicated on the Adoption Agreement;

(b) the addition or modification of provisions stated in the Adoption
Agreement to allow the Plan to satisfy Section 415 of the Code, or to avoid
duplication of minimum benefits under Section 416 of the Code because of
the required aggregation of multiple plans; or

(c) the addition of certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not
cause a plan to be treated as individually designed.

An election made by the Employer within the prototype form of the Plan
shall be deemed to continue after amendment of the prototype form by the
Sponsor and until the Employer expressly further amends the election by
execution of a written document acceptable in form to the Trustee and
delivered to the Trustee.

10.3 Certain Amendments Prohibited. No amendment to the Plan shall be
effective to the extent that it has the effect of reducing a Participant's
accrued benefit. An amendment shall be treated as reducing a Participant's
accrued benefit if it has the effect of reducing his account balance
(except that a Participant's Account balance may be reduced to the extent
permitted by Section 412(c)(8) of the Code), or of eliminating the
availability of an optional form of benefit with respect to amounts
attributable to contributions made before the adoption of the amendment.

10.4 Termination of the Plan and Trust. The Employer may terminate the
Plan, or the Plan and the Trust, at any time by delivering to the Trustee a
written notice signed by or on behalf of the Employer and specifying the
date or dates as of which the Plan and Trust shall terminate.

10.5 Procedure Upon Termination of Trust. As soon as administratively
feasible after the stated date that the Plan terminates pursuant to Section
10.4, the Trustee shall, after paying all expenses of the Trust, allocating
any unallocated assets of the Trust Fund, and adjusting all Accounts to
reflect such expenses and allocations, distribute to Participants, former
Participants and beneficiaries the assets credited to their Accounts;
provided, however, that the Trustee shall not be required to make any such
distribution until it has received notice of any determination by the
Internal Revenue Service which the Trustee may reasonably require. Each
such distribution shall be made promptly in accordance with Section 6.3.
Upon completion of such distribution the Trustee shall be relieved from all
further liability with respect to all amounts so paid.

Article 11. Miscellaneous

11.1 Status of Participants. Neither the establishment of the Plan and the
Trust or any modification thereof, nor the creation of any fund or account,
nor the payment of any benefits, shall be construed as giving to any
Participant or other person any legal or equitable right against the
Employer, the Trustee or a Life Insurance Company, except as provided
herein or by the terms of Life Insurance Policies, and in no event shall
the terms of employment of any Employee or Participant be modified or in
any way be affected hereby.

11.2 Administration and Enforcement. The Plan shall be administered by the
Employer, who shall be responsible for the operation of the Plan and Trust
Agreement in accordance with its terms. The Employer shall be the "Named
Fiduciary" and "Plan Administrator" for purposes of the Employee Retirement
Income Security Act of 1974; provided, however, that the Employer's
administrative powers and duties may be delegated to a committee
established for the purpose by the Employer, in which case the committee
shall be the "Named Fiduciary" and "Plan Administrator." From time to time
the Employer shall furnish to the Trustee a written instrument in a form
acceptable to the Trustee, specifying the person or persons authorized to
give instructions and directions on behalf of the Employer under the Plan,
and the Trustee shall be conclusively entitled to rely on the identity of
such person or persons as disclosed in the most recent such instrument. The
Employer shall have discretionary authority to determine all questions
arising out of the administration, interpretation and application of the
Plan, which determinations shall be conclusive and binding on all persons.

11.3 Transfers and Rollovers. Notwithstanding any other provision hereof,
with the consent of the Trustee, the Employer may cause to be transferred
to the Plan all or any of the assets held in any other plan which satisfies
the applicable requirements of Section 401 of the Code, and which is
maintained by the Employer for the benefit of any of the Participants. Any
such assets so transferred shall be accompanied by written instructions
from the Employer, which shall be conclusive, naming the Participants for
whose benefit such assets have been transferred and showing separately the
respective contributions by the Employer and by the Participants and
identifying the assets attributable to the various contributions.

The Employer, with the consent of the Trustee, may permit an Employee
(whether or not a Participant) to transfer or cause to be transferred to
the Plan any assets held for his benefit in a qualified plan of a former
employer of his or in an individual retirement savings plan which has been
used by the Employee exclusively as a conduit for a prior distribution of
assets held for his benefit in a qualified plan of a former employer of
his. Such a transfer shall be made in the form of cash or property
permitted as an investment hereunder or readily marketable assets, either:

(a) directly between the trustee or custodian of the prior employer's plan
and the Trustee,
in which case the transferred assets shall be accompanied by written
instructions showing separately the respective contributions by the prior
employer and by the transferring Employee, and identifying the assets
attributable to the various contributions; or

(b) by the Employee to the Trustee, in which case the assets transferred
must be accompanied by a written representation by the Employee that the
assets meet the requirements for rollover contributions set forth in
Section 402(a)(5) and (6) or Section 408(d)(3) of the Code (whichever is
applicable).

The Trustee will not accept assets which are not either in a medium proper
for investment hereunder or in cash. It shall hold the assets for
investment in accordance with the provisions
of Article 5, and shall in accordance with the written instructions of the
Employer make appropriate credits to the Account(s) of the Employee(s) for
whose benefit assets have been transferred. Any amounts so credited as
contributions previously made by an employer or by an Employee under a
transferor plan, as specified by the Employer, shall be treated as
contributions previously made under the Plan by the Employer or by the
Employee, as the case may be. For purposes of Section 4.4 concerning
withdrawal of voluntary contributions, voluntary contributions made by an
Employee under any other plan and transferred to this Plan pursuant to
paragraph (a) of this Section 11.3 shall be considered contributions made
to this Plan pursuant to Section 4.4.

Subject to the provisions of Article 13, the Employer may direct the
Trustee to transfer assets held in the Trust for the account of a former
Participant to the custodian or trustee of any other plan or plans
maintained by the employer of the former Participant for the benefit of the
former Participant, or to the custodian or trustee of an individual
retirement savings plan established by the former Participant, provided
that the Trustee has received evidence satisfactory to it that such other
plan meets all applicable requirements of the Code. The assets so
transferred shall be accompanied by written instructions from the Employer
naming the person for whose benefit such assets have been transferred,
showing separately the respective contributions by the Employer and by the
Participant, and identifying the assets attributable to the various
contributions. The Trustee shall have no further liabilities under the
terms of this Agreement with respect to assets so transferred.

11.4 Condition of Plan and Trust Agreement. It is a condition of this Plan
and Trust Agreement, and each Employee by participating herein expressly
agrees, that he shall look solely to the assets of the Trust for the
payment of any benefit under the Plan.

11.5 Inalienability of Benefits. The benefits provided hereunder shall not
be subject to alienation, pledge, use as security for a loan, assignment,
garnishment, attachment, execution or levy of any kind, and any attempt to
cause such benefits to be so subjected shall not be recognized; provided,
however, that the rule just stated shall not apply in the case of a
qualified domestic relations order, as defined in Section 414(p) of the
Code. A domestic relations order entered before January 1, 1985, will be
treated as a qualified domestic relations order if payment of benefits
pursuant to the order has commenced as of that date, and in the sole
discretion of the Employer as Plan Administrator, may be so treated if such
payment has not commenced, whether or not the order satisfies the
requirements of Section 414(p) of the Code.
11.6 Governing Law. This Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Massachusetts to the extent
not pre-empted by the laws of the United States of America (including the
Employee Retirement Income Security Act of 1974); any provision of this
Plan in conflict with applicable federal law shall survive to the extent
permitted by that law.

11.7 Merger or Consolidation of the Plan. A merger or consolidation of the
Plan with, or transfer in whole or in part of the assets of the Plan to,
any other plan of deferred compensation may be consummated or made if, but
only if, the benefits to which each Participant would become entitled if
the merged, consolidated or transferee plan were terminated immediately
after such merger, consolidation or transfer are at least equal to the
benefits to which such Participant would have been entitled had the Plan
been terminated immediately prior to such merger, consolidation or
transfer.

11.8 Failure of Qualification. If the Plan as maintained by the Employer
fails to attain or to maintain qualification under the Code, it shall be
considered an individually designed plan and no longer the Prototype Plan;
upon such event the Trustee named in the Adoption Agreement shall resign
pursuant to Section 13.6. An Employer who is not entitled to rely on the
opinion letter issued with respect to the Prototype Plan, as set forth in
the Adoption Agreement, shall promptly apply for a determination letter as
to the Plan, and shall promptly inform the Trustee of the outcome of such
application.

11.9 Leased Employees. Any leased employee within the meaning of Section
414(n) of the Code shall be treated as an employee of the recipient
employer; however, contributions or benefits provided by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. The
preceding sentence shall not apply to any person who would otherwise be
considered a leased employee, if leased employees do not constitute more
than 20 percent of the recipient's non-highly compensated workforce (as
defined by Code Section 414(n)(5)(C)(ii)), and such employee is covered by
a money purchase pension plan providing: (1) a non-integrated employer
contribution rate of at least 10 percent of compensation (as defined in
Section 415(c)(3) of the Code, but including amounts contributed by the
employer pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Section 125, Section 402(a)(8), Section
402(h) or Section 403(b) of the Code), (2) immediate participation, and (3)
full and immediate vesting. The term "leased employee" means any person
(other than an employee of the Employer) who pursuant to an agreement
between the recipient and any other person ("leasing organization") has
performed services for the recipient (or for the recipient and related
persons determined in accordance with Section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one year, and such
services are of a type historically performed by employees in the business
field of the recipient employer.

11.10 Changes in Vesting Schedule. In the event that this Plan is adopted
as an amendment to an existing plan, the interest of any Participant shall
become fully vested and non-forfeitable as of the Effective Date.

Article 12. Limitations on Allocations

12.1 Definitions. For purposes of this Article 12, the following terms
shall have the meanings set forth below:

"Annual additions": The sum of the following amounts credited to a
Participant's Account for the "Limitation year":

(a) Employer contributions; and

(b) For any Plan Year beginning after December 31, 1986, Participant
contributions.

For this purpose, any "excess amount" applied under Section 12.2 or 12.3 in
the "limitation year" to reduce employer contributions will be considered
"annual additions" for such "limitation year."
Amounts allocated after March 31, 1984, to an individual medical account,
as defined in Section 415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by the employer, are treated as "annual additions"
to a defined contribution plan. Also, amounts derived from contributions
paid or accrued after December 31, 1985, in taxable years ending after such
date, which are attributable to post-retirement medical benefits allocated
to the separate account of a key employee, as defined in Section 419A(d)(3)
of the Code, under a welfare benefit fund, as defined in Section 419(e) of
the Code, maintained by the employer, are treated as "annual additions" to
a defined contribution plan.

"Compensation": A Participant's earned income, wages, salaries, and fees
for professional services and other amounts received for personal services
actually rendered in the course of employment with the employer maintaining
the plan (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses), and excluding the
following:

(a) Employer contributions to a plan of deferred compensation which are not
includible in the employee's gross income for the taxable year in which
contributed, or employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the employee, or
any distributions from a plan of deferred compensation;

(b) Amounts realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture;

(d) other amounts which received special tax benefits, or contributions
made by the employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity described in Section 403(b) of the Code
(whether or not the amounts are actually excludable from the gross income
of the employee).
For purposes of applying the limitations of this article, "compensation"
for a "limitation year" is the "compensation" actually paid or includible
in gross income during such year.

"Defined benefit fraction": A fraction, the numerator of which is the sum
of the Participant's "projected annual benefits" under all the defined
benefit plans (whether or not terminated) maintained by the employer, and
the denominator of which is the lesser of 125 percent of the dollar
limitation determined for the "limitation year" under Sections 415(b) and
(d) of the Code or 140 percent of the "highest average compensation,"
including any adjustments under Section 415(b) of the Code.

Notwithstanding the above, if the Participant was a participant as of the
first day of the first "limitation year" beginning after December 31, 1986,
in one or more defined benefit plans maintained by the employer which were
in existence on May 6, 1986, the denominator of this fraction will not be
less than 125 percent of the sum of the annual benefits under such plans
which the Participant had accrued as of the close of the last "limitation
year" beginning before January 1, 1987, disregarding any changes in the
terms and conditions of the plan after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Section 415 for all "limitation years"
beginning before January 1, 1987.

"Defined contribution dollar limitation": $30,000 or if greater, one-fourth
of the defined benefit dollar limitation set forth in Section 415(b)(1) of
the Code as in effect for the "limitation year."

"Defined contribution fraction": A fraction, the numerator of which is the
sum of the "annual additions" to the Participant's account under all the
defined contributions plans (whether or not terminated) maintained by the
employer for the current and all prior "limitation years" (including the
"annual additions" attributable to the Participant's nondeductible employee
contributions to all defined benefit plans, whether or not terminated,
maintained by the employer, and the "annual additions," as defined above,
attributable to all welfare benefit funds, as defined in Section 419(e) of
the Code, and individual medical accounts, as defined in Section 415(1)(2)
of the Code, maintained by the employer), and the denominator of which is
the sum of the maximum aggregate amounts for the current and all prior
"limitation years" of service with the employer (regardless of whether a
defined contribution plan was maintained by the employer). The maximum
aggregate amount in any "limitation year" is the lesser of 125 percent of
the dollar limitation determined under Sections 415(b) and (d) of the Code
in effect under Section 415(c)(1)(A) of the Code or 35 percent of the
Participant's "compensation" for such year.

If the employee was a participant as of the first day of the first
"limitation year" beginning after December 31, 1986, in one or more defined
contribution plans maintained by the employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the defined benefit fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2)
the denominator of this fraction, will be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of the last "limitation
year" beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the plan made after May 5, 1986, but using the
Section 415 limitation applicable to the first "limitation year" beginning
on or after January 1, 1987.

The "annual addition" for any "limitation year" beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as
"annual additions."

Employer: For purposes of this Article 12, "employer" shall mean the
employer that adopts this plan, and all members of a controlled group of
corporations (as defined in Section 414(b) of the Code as modified by
Section 415(h)), all commonly controlled trades or businesses (as defined
in Section 414(c) as modified by Section 415(h)) or affiliated service
groups (as defined in Section 414(m)) of which the adopting employer is a
part, and any other entity required to be aggregated with the employer
pursuant to Section 414(o) of the Code.

"Excess amount": The excess of the Participant's "annual additions" for the
"limitation year" over the "maximum permissible amount."

"Highest average compensation": The average compensation for the three
consecutive years of service with the employer that produces the highest
average. A year of service with the employer is the period of 12
consecutive months defined in Section 2.26.

"Limitation year": A calendar year, or the other period of 12 consecutive
months elected by the Employer in the Adoption Agreement. All qualified
plans maintained by the Employer must use the same "limitation year." If
the "limitation year" is amended to a different period of 12 consecutive
months, the new "limitation year" must begin on a date within the
"limitation year" in which the amendment is made.

"Master or prototype plan": A plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

"Maximum permissible amount": The lesser of (a) the "defined contribution
dollar limitation" or (b) 25% of the Participant's "compensation" for the
"limitation year." The compensation limitation referred to in (b) shall not
apply to any contribution for medical benefits (within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise
treated as an "annual addition" under Section 415(l)(1) or Section
419A(d)(2) of the Code. If a short "limitation year" is created because of
an amendment changing the "limitation year," the "maximum permissible
amount" will not exceed the "defined contribution dollar limitation"
multiplied by a fraction of which the numerator is equal to the number of
months in the short "limitation year," and the denominator is 12.

"Projected annual benefit": The annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if such benefit is expressed
in a form other than a straight life annuity or qualified joint and
survivor annuity) to which the Participant would be entitled under the
terms of the plan assuming:

(a) the Participant will continue employment until normal retirement age
under the plan (or current age, if later), and
(b) the Participant's "compensation" for the current "limitation year" and
all other relevant factors used to determine benefits under the plan will
remain constant for all future "limitation years."

12.2 Participation Only in This Plan. If the Participant does not
participate in, and has never participated in another qualified plan or a
welfare benefit fund, as defined in Section 419(e) of the Code, maintained
by the employer, or an individual medical account, as defined in Section
415(l)(2) of the Code, maintained by the employer, which provides an
"annual addition" the amount of "annual additions" which may be credited to
the Participant's Account for any "limitation year" will not exceed the
lesser of the "maximum permissible amount" or any other limitation
contained in this Plan. If the employer contribution that would otherwise
be contributed or allocated to the Participant's Account would cause the
"annual additions" for the "limitation year" to exceed the "maximum
permissible amount," the amount contributed or allocated will be reduced so
that the "annual additions" for the "limitation year" will equal the
"maximum permissible amount."

Prior to determining the Participant's actual "compensation" for the
"limitation year," the employer may determine the "maximum permissible
amount" for a Participant on the basis of a reasonable estimation of the
Participant's "compensation" for the "limitation year," uniformly
determined for all Participants similarly situated. As soon as is
administratively feasible after the end of the "limitation year," the
"maximum permissible amount" for the "limitation year" will be determined
on the basis of the Participant's actual "compensation" for the "limitation
year."

If pursuant to the last sentence of the preceding paragraph there is an
"excess amount," the excess will be disposed of as follows:

(a) Any nondeductible voluntary employee contributions, to the extent they
would reduce the "excess amount," will be returned to the Participant;

(b) If after the application of paragraph (a) an "excess amount" still
exists, and the Participant is covered by the Plan at the end of the
"limitation year," the "excess amount" in the Participant's Account will be
used to reduce employer contributions for such Participant in the next
"limitation year," and each succeeding "limitation year" if necessary;

(c) If after the application of paragraph (a) an "excess amount" still
exists, and the Participant is not covered by the Plan at the end of the
"limitation year," the employer's contribution on behalf of the Participant
will be reduced to the extent necessary to eliminate the "excess amount";

(d) If a suspense account is in existence at any time during a "limitation
year" pursuant to this Section 12.2, it will participate in the allocation
of the Trust's investment gains and losses. If a suspense account is in
existence at any time during a particular "limitation year," all amounts in
the suspense account must be allocated and reallocated to Participants'
accounts before any Employer or any Employee contributions may be made to
the Plan for that "limitation year." Excess amounts may not be distributed
to Participants or former Participants.

12.3 Participation in Additional Prototype Defined Contribution Plan. This
Section 12.3 applies if, in addition to this Plan, the Participant is
covered under another qualified master or prototype defined contribution
plan or a welfare benefit fund, as defined in Section 419(e) of the Code,
maintained by the employer, or an individual medical account, as defined in
Section 415(l)(2) of the Code, maintained by the employer, which provides
an "annual addition" during any "limitation year." The "annual additions"
which may be credited to a Participant's account under this Plan for any
such "limitation year" will not exceed the "maximum permissible amount"
reduced by the "annual additions" credited to a Participant's Account under
the other plans and welfare benefit funds for the same "limitation year."
If the "annual additions" with respect to the Participant under other
defined contribution plans and welfare benefit funds maintained by the
employer are less than the "maximum permissible amount" and the employer
contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the "annual additions"
for the "limitation year" to exceed this limitation, the amount contributed
or allocated will be reduced so that the "annual additions" under all such
plans and funds for the "limitation year" will equal the "maximum
permissible amount." If the "annual additions" with respect to the
Participant under such other defined contribution plans and welfare benefit
funds in the aggregate are equal to or greater than the "maximum
permissible amount," no amount will be contributed or allocated to the
Participant's Account under this Plan for the "limitation year."

Prior to determining the Participant's actual "compensation" for the
"limitation year," the Employer may determine the "maximum permissible
amount" for a Participant in the manner described in Section 12.2. As soon
as is administratively feasible after the end of the "limitation year," the
"maximum permissible amount" for the "limitation year" will be determined
on the basis of the Participant's actual "compensation" for the "limitation
year."

If, pursuant to the preceding paragraph, a Participant's "annual additions"
under this Plan and such other plans would result in an "excess amount" for
a "limitation year," the "excess amount" will be deemed to consist of the
"annual additions" last allocated, except that annual additions
attributable to a welfare benefit fund or individual medical account will
be deemed to have been allocated first regardless of the actual allocation
date.

If an "excess amount" was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the
"excess amount" attributed to this Plan will be the product of:

(a) the total "excess amount" allocated as of such date, times

(b) the ratio of (i) the "annual additions" allocated to the Participant
for the "limitation year" as of such date under this Plan to (ii) the total
"annual additions" allocated to the Participant for the "limitation year"
as of such date under this and all other qualified master or prototype
defined contribution plans.

Any "excess amount" attributed to this Plan will be disposed of in the
manner described in Section 12.2.

12.4 Participation in Other Defined Contribution Plans. If the Participant
is covered under another qualified defined contribution plan maintained by
the Employer which is not a "master or prototype plan," "annual additions"
which may be credited to the Participant's Account under this plan for any
"limitation year" will be limited in accordance with Section 12.3 as though
the other plan were a "master or prototype plan."

12.5 Participation in Defined Benefit Plan. If the Employer maintains, or
at any time maintained, a qualified defined benefit plan covering any
Participant in this Plan, the sum of the Participant's "defined benefit
plan fraction" and "defined contribution plan fraction" will not exceed 1.0
in any "limitation year." The "annual additions" which may be credited to
the Participant's Account under this Plan for any "limitation year" will be
limited in accordance with the method described by the Employer in the
Adoption Agreement, which shall preclude Employer discretion.

Article 13. Rights and Duties of Trustee

13.1 Establishment of Trust Fund. The Trustee shall accept and hold in the
Trust such contributions by or on behalf of participants as it may receive
from time to time from the Employer, and shall open and maintain records of
contributions to and withdrawals from Participant's, Accounts for such
individuals as the Employer shall from time to time certify to it, by name
and Social Security number, as Participants in the Plan.

13.2 Exclusive Benefit. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
beneficiaries and defraying the reasonable expenses of administering the
Plan, and no such assets shall ever revert to the Employer except that:

(a) contributions made by the Employer by mistake of fact may be returned
to the Employer within one (1) year of the date of payment,

(b) contributions that are conditioned on the deductibility thereof under
the Code may be returned to the Employer within one (1) year of the
disallowance of the deduction,

(c) contributions that are conditioned on the initial qualification of the
Plan under the Code may be returned to the Employer within one (1) year
after such qualification is denied by determination of the Internal Revenue
Service, but only if an application for determination of such qualification
is made within the time prescribed by law for filing the Employer's federal
income tax return for its taxable year in which the Plan is adopted, or
such later date as the Secretary of the Treasury may prescribe, and

(d) amounts held in a suspense account may be returned to the Employer on
termination of the Plan, to the extent that they may not then be allocated
to any Participant's Account in accordance with Article 12.

All contributions under the Plan are hereby expressly conditioned on the
initial qualification of the Plan and their deductibility under the Code.
13.3 Reports of the Trustee and the Employer. Not later than 120 days after
the close of each Plan Year (or after the Trustee's resignation or removal
pursuant to Section 13.6) the Trustee shall furnish to the Employer a
written report containing such information as shall be reasonably necessary
to complete reports and disclosures required of the Employer pursuant to
the Employee Retirement Income Security Act of 1974, including, without
limitation, records of the transactions performed in connection with the
Plan during the period in question, and either a statement of the fair
market value of the assets of each Participant's Account as of the end of
the period, or information adequate to permit the Employer to compare such
value. Upon the expiration of 60 days following the date on which such a
report is furnished to the Employer, the Trustee shall be forever released
and discharged from all liability and accountability to anyone with respect
to its acts, transactions, duties, obligations or responsibilities as shown
in or reflected by such report, except with respect to any such acts or
transactions as to which the Employer shall have filed written objections
within such sixty-day period.

The Employer shall be responsible for the preparation and filing of such
reports and disclosures as may be required by the Employee Retirement
Income Security Act of 1974, and for providing notice to interested parties
as required by Section 7476 of the Code. The Employer shall also prepare
any return or report required as a result of liability incurred by the
account for tax on unrelated business taxable income, or windfall profits
tax, or any return or report necessary to preserve the availability of any
credit or deduction with respect thereto.

13.4 Fees and Expenses of the Trust. The Trustee shall be entitled to the
fees set forth in the forms provided for Participants' written investment
instructions or an addendum thereto, as amended from time to time, and to
reimbursement of all reasonable expenses incurred in the performance of its
duties. In the event of the failure of the Employer to pay agreed
compensation or to reimburse expenses, the same shall be paid from the
assets of the Trust.

To the extent incurred by the Trustee, any income, gift, estate and
inheritance taxes and other taxes of any kind whatsoever, including
transfer taxes incurred in connection with the investment or reinvestment
of the assets of the Trust, that may be levied or assessed in respect of
such assets, if allocable to specific Participants shall be charged to
their Accounts, and if not so allocable shall be charged proportionately to
all Participants' Accounts. All other administrative expenses incurred by
the Trustee in the performance of its duties, including fees for legal
services rendered to the Trustee, shall be charged proportionately to all
Accounts. All such fees and taxes and other administrative expenses charged
to a Participant's Account will be collected from the amount of any
contribution or distribution to be credited to such Account, or by selling
assets credited to such Account, and the Trustee is expressly authorized to
cause Registered Investment Company Shares to be redeemed, or other
securities to be sold, for the purpose of paying such amounts. The Employer
shall be responsible for payment of any deficiency.

13.5 Limitation of Duties and Liabilities. The Trustee shall not be
responsible in any way for the collection of contributions provided for
under the Plan, the purpose or propriety of any distribution made pursuant
to Section 6.6 or any other action or nonaction taken pursuant to the
request of the Employer, the Plan Administrator or a Participant; the
validity or effect of the Plan and Trust Agreement; the qualification of
the Plan or the Trust under the Code and the Employee Retirement Income
Security Act of 1974; or the examination of the Plan. The Employer and the
executor, administrator, or successor of the Employer, as appropriate,
shall at all times fully indemnify and save harmless the Trustee, and its
successors and assigns from any liability arising from distributions so
made or actions so taken, and from any and all liability whatsoever which
may arise in connection with this Agreement, except liability arising from
the gross negligence or willful misconduct of the Trustee.

The Trustee shall not be under any duty to take any action other than as
herein specified with respect to the Trust, unless the Employer shall
furnish the Trustee with instructions in proper form and such instructions
shall have been specifically agreed to by the Trustee in writing, or to
defend or engage in any suit with respect to the Trust unless the Trustee
shall have first agreed in writing to do so and shall have been fully
indemnified to its satisfaction.

The Trustee and its agents may conclusively rely upon and shall be
protected in acting upon any written order from the Employer or any other
notice, request, consent, certificate or other instrument or paper believed
by it to be genuine and to have been properly executed, and, so long as it
acts in good faith, in taking or omitting to take any other action. The
Trustee may delegate to one or more corporations affiliated with the
Trustee the performance of record keeping and other ministerial services in
connection with the Plan, for a reasonable fee to be borne by the Trustee
and not by the Plan or the Trust. Any such agent's duties and
responsibilities shall be confined solely to the performance of such
services, and shall continue only for so long as the Trustee named in the
Adoption Agreement serves as Trustee. The Trustee shall not have any
liability with respect to money transferred to an Insurance Company
pursuant to the Plan, or be responsible for the validity of any Life
Insurance Policy.

13.6 Substitution, Resignation or Removal of Trustee. The Sponsor may at
any time appoint as a substitute for the Trustee named in the Adoption
Agreement another institution affiliated with the Sponsor that is a bank or
is qualified to act as a nonbank trustee in accordance with Section
1.401-12(n) of the Income Tax Regulations; provided that the Sponsor shall
notify the Employer in writing at least 30 days in advance of the effective
date of any such appointment.

The Trustee may resign at any time upon 30 days' notice in writing to the
Employer, and may be removed by the Employer at any time upon 30 days'
notice in writing to the Trustee. Upon resignation of the Trustee, the
Sponsor may propose a successor trustee, but the appointment of such a
successor shall be subject to the approval of the Employer. Upon removal of
the Trustee, the Employer shall appoint a successor Trustee, but in that
event the Plan shall be considered an individually designed plan for
purposes of Section 10.1. Upon receipt by the Trustee of written acceptance
of appointment by a substitute or successor trustee, the Trustee shall
transfer and pay over to such successor the assets of the Trust. The
Trustee is authorized, however, to reserve such sum of money or property as
it may deem advisable for payment of all its fees, compensation, costs and
expenses, or for payment of any other liabilities constituting a charge on
or against the assets of the Trust or on or against the Trustee, with any
balance of such reserve remaining after the payment of all such items to be
paid over to the substitute or successor trustee. The Trustee shall not be
liable for the acts or omissions of any substitute or successor trustee. If
within 90 days after the Trustee's resignation or removal the Employer has
not appointed a successor Trustee which has accepted such appointment, the
Trustee shall terminate the Trust pursuant to Section 10.4. The Trustee
named in the Adoption Agreement has accepted its appointment, and intends
to serve, only for so long as the Employer's plan is a Prototype Plan.

Article 14. Transitional Rules

14.1 Applicability. The provisions of this Article 14 apply only to
Employers who maintained a qualified retirement plan prior to the adoption
of this Plan.

14.2 Joint and Survivor Annuity Rules. Any living Participant not receiving
benefits on August 23, 1984, who would otherwise not receive the benefits
prescribed by Sections 7.2 and 7.3, must be given the opportunity to elect
to have Article 7 apply, if such Participant is credited with at least one
Hour of Service under this Plan or a predecessor plan in a Plan Year
beginning on or after January 1, 1976, and such Participant had at least 10
Years of Service when he or she separated from service. Any living
Participant not receiving benefits on August 23, 1984, who was credited
with at least one Hour of Service under this Plan or a predecessor plan on
or after September 2, 1974, and who is not otherwise credited with any
service in a Plan Year beginning on or after January 1, 1976, must be given
the opportunity to have his or her benefits paid in accordance with this
Section 14.2. The respective opportunities to elect (as described in the
two preceding sentences) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the date
benefits would otherwise commence to said Participants.

Any Participant who has elected pursuant to the second sentence of this
Section 14.2, and any Participant who does not elect under the first
sentence of this Section 14.2, or who meets the requirements of the first
sentence except that he does not have at least 10 Years of Service when he
separates from service, shall have his benefits distributed in accordance
with all of the following requirements, if benefits would have been payable
in the form of a life annuity:

(a) Automatic joint and survivor annuity. If benefits in the form of a life
annuity become payable to a married Participant who:

(i) begins to receive payments under the Plan on or after Normal Retirement
Age; or

(ii) dies on or after Normal Retirement Age while still working for the
Employer; or

(iii) begins to receive payments on or after the qualified early retirement
age; or

(iv) separates from service on or after attaining Normal Retirement Age (or
the qualified early retirement age) and after satisfying the eligibility
requirements for the payment of benefits under the Plan and thereafter dies
before beginning to receive such benefits; then such benefits will be
received under this Plan in the form of a qualified joint and survivor
annuity, unless the Participant has elected otherwise during the election
period. The election period must begin at least six months before the
Participant attains qualified early retirement age and end not more than 90
days before the commencement of benefits. Any election hereunder will be
made in writing and may be changed by the Participant at any time.

(b) Election of early survivor annuity. A Participant who is employed after
attaining the qualified early retirement age will be given the opportunity
to elect, during the election period, to have a survivor annuity payable on
death. If the Participant elects the survivor annuity, payments under such
annuity must not be less than the payments which would have been made to
the spouse under the qualified joint and survivor annuity if the
Participant had retired on the day before his death. Any election under
this provision will be made in writing and may be changed by the
Participant at any time. The election period begins on the later of (1) the
90th day before the Participant attains the qualified early retirement age,
or (2) the date on which participation begins, and
ends on the date the Participant terminates employment.

(1) Qualified early retirement age is the latest of

(i) the earliest date, under the Plan, on which the Participant may elect
to receive retirement benefits,

(ii) the first day of the 120th month beginning before the Participant
reaches Normal Retirement Age, or

(iii) the date the Participant begins participation.

(2) Qualified joint and survivor annuity is an annuity for the life of the
Participant with a survivor annuity for the life of the spouse, as
described in Section 7.4(d).

14.3 Certain Distributions. Subject to the requirements of Article 7, and
notwithstanding the provisions of Article 8, distribution on behalf of any
participant, including a 5-percent owner, may be made in accordance with
all of the following requirements (regardless of when such distribution
commences):

(a) The distribution by the trust is one which would not have disqualified
the trust under Section 401(a)(9) of the Internal Revenue Code as in effect
prior to amendment by the Deficit Reduction Act of 1984.

(b) The distribution is in accordance with a method of distribution
designated by the Employee whose interest in the trust is being distributed
or, if the Employee is deceased, by a beneficiary of such Employee.

(d) The Employee had accrued a benefit under the Plan as of December 31,
1983.

(e) The method of distribution designated by the Employee or the
beneficiary specifies the time at which distribution will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Employee's death, the beneficiaries of the Employee
listed in order of priority.

A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required information
described above with respect to the distributions to be made upon the death
of the Employee. For any distribution which commences before January 1,
1984, but continues after December 31, 1983, the Employee or the
beneficiary to whom such distribution is being made will be presumed to
have designated the method of distribution under which the distribution is
being made if the method of distribution was specified in writing and the
distribution satisfies the requirements in subsections (a) and (e). If a
designation is revoked, any subsequent distribution must satisfy the
requirements of Section 401(a)(9) of the Code and the regulations
thereunder. If a designation is revoked after the date distributions are
required to begin, the Trust must distribute by the end of the calendar
year following the calendar year in which the revocation occurs the total
amount not yet distributed which would have been required to have been
distributed to satisfy Section 401(a)(9) of the Code and the regulations
thereunder, but for the designation described in paragraphs (b) through
(e). For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit
requirements in Section 1.401(a)(9)-2 of the Income Tax Regulations. Any
changes in the designation generally will be considered to be a revocation
of the designation, but the mere substitution or addition of another
beneficiary (one not named in the designation) under the designation will
not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which distributions
are to be made under the designation, directly or indirectly (for example,
by altering the relevant measuring life). In the case of an amount
transferred or rolled over from one plan to another plan, the rules in Q&A
J-2 and Q&A J-3 of Section 1.401(a)(9)-1 of the Income Tax Regulations
shall apply.

Exhibit 14(d)
The Fidelity Prototype
Defined Benefit Pension Plan and Trust
The Fidelity Prototype
Defined Benefit Pension Plan and Trust
Table of Contents
Page
ARTICLE I - DEFINITIONS 1
ARTICLE II - ELIGIBILITY 21
2.1 Conditions of Eligibility 21
2.2 Application for Participation 21
2.3 Eligibility Computation Periods 21
2.4 Years of Service for Eligibility 22
2.5 Return to Eligible Classification 22
ARTICLE III - BENEFITS 22
3.1 Normal Retirement Benefits 22
3.2 Early Retirement Benefits 23
3.3 Late Retirement Benefits 23
3.4 Disability Retirement Benefits 23
3.5 Death Benefits 23
3.6 Termination of Employment Before Retirement 24
3.7 Limitation on Benefits 24
3.8 Minimum Benefits Payable 26
3.9 Limitation on Distributions 26
3.10 No Suspension of Benefits 26
3.11 Payment of Benefits 26
ARTICLE IV - VESTING 26
4.1 Vesting of Employer Provided Accrued Benefit 26
4.2 Vesting Computation Periods 27
4.3 Years of Service for Vesting 27
4.4 Amendment of Vesting Schedule 27
4.5 Forfeitures 28
ARTICLE V - CONTRIBUTION AND VALUATION 28
5.1 Employer Contributions 28
5.2 Actuarial Methods 29
5.3 Rollover Contributions 29
5.4 Directed Investment Account 30
ARTICLE VI - DISTRIBUTION OF BENEFITS 30
6.1 Cash-Out Provisions 30
6.2 Immediate Distributions 30
6.3 Commencement of Benefits 31
6.4 Normal Form of Benefit 31
6.5 Qualified Joint and Survivor Annuities 32
6.6 Qualified Preretirement Survivor Annuities 32
6.7 Optional Forms of Payment 33
6.8 Required Distributions 34
6.9 Death Distribution Provisions 34
6.10 Life Expectancy 35
6.11 Transitional Rule 35
6.12 Eligible Rollover Distributions 36
ARTICLE VII - TOP HEAVY PROVISIONS 37
7.1 Top Heavy Plan Requirements 37
7.2 Minimum Vesting 37
7.3 Minimum Accrued Benefit 37
ARTICLE VIII - PLAN ADMINISTRATION 38
8.1 Powers and Responsibilities of the Employer 38
8.2 Assignment and Designation of Administrative Authority 39
8.3 Allocation and Delegation of Responsibilities 39
8.4 Powers, Duties and Responsibilities 39
8.5 Records and Reports 40
8.6 Appointment of Advisers 40
8.7 Information from Employer 40
8.8 Payment of Expenses 40
8.9 Majority Actions 40
8.10 Claims Procedure 40
8.11 Claims Review Procedure 41
8.12 Distribution for Minor Beneficiary 41
ARTICLE IX - TRUST PROVISIONS 41
9.1 Basic Responsibility of the Trustee 41
9.2 Investment Powers and Duties of the Trustee 42
9.3 Other Powers of the Trustee 42
9.4 Duties of the Trustee Regarding Payments 45
9.5 Trustee's Compensation and Expenses and Taxes 45
9.6 Annual Report of the Trustee 45
9.7 Resignation, Removal and Succession of Trustee 46
9.8 Trustee Indemnification 46
ARTICLE X - PLAN LOANS 46
10.1 Loans to Participants 46
ARTICLE XI - PLAN AMENDMENT 48
11.1 Amendment 48
ARTICLE XII - PLAN TERMINATION, MERGER OR CONSOLIDATION 48
12.1 Termination 48
12.2 Limitation of Benefits on Early Termination 49
12.3 Merger or Consolidation 50
ARTICLE XIII - MISCELLANEOUS 50
13.1 Control of Entities by Owner-Employees 50
13.2 Qualification 51
13.3 Participant's Rights 51
13.4 Alienation 51
13.5 Construction of Agreement 52
13.6 Gender and Number 52
13.7 Legal Action 52
13.8 Prohibition Against Diversion of Funds 52
13.9 Employer's and Trustee's Protective Clause 52
13.10 Insurer's Protective Clause 52
13.11 Sponsoring Organization Indemnification 53
13.12 Receipt and Release for Payments 53
13.13 Named Fiduciaries and Allocation of Responsibility 53
13.14 Headings 53
13.15 Location of Participant or Beneficiary Unknown 53
ARTICLE XIV - PARTICIPATING EMPLOYERS 54
14.1 Election to Become a Participating Employer 54
14.2 Requirements of Participating Employers 54
14.3 Designation of Agent 54
14.4 Employee Transfers 55
14.5 Amendment 55
14.6 Discontinuance of Participation 55
14.7 Administrator's Authority 55
The Fidelity Prototype
Defined Benefit Pension Plan and Trust
This Plan and Trust Document, as amended from time to time, together with
the Adoption Agreement executed by the Employer and the Trustee shall
constitute a Plan and Trust intended to qualify under Section 401(a) of the
Code for the exclusive purpose of providing retirement benefits for those
Employees and their Beneficiaries who qualify under the terms of the Plan.
ARTICLE I - DEFINITIONS

The following words and phrases as used herein shall have the meanings
set forth below unless a different meaning is clearly required by the
context:
1 "Accrued Benefit" means at any time the product of the Participant's
normal retirement benefit multiplied by a fraction, not greater than one,
the numerator of which is the Participant's Years of Participation at such
time and the denominator of which is the Years of Participation the
Participant would have at the later of the year containing the
Participant's Normal Retirement Age or the current year. However, if in
accordance with the Adoption Agreement the Plan has had a fresh-start, and
after the latest Fresh-Start Date, the fresh-start rule used under the Plan
is the formula with wear-away, the amount in the preceding sentence will
not be less than the Participant's Frozen Accrued Benefit. If the Plan has
had a fresh-start, and after the latest Fresh-Start Date, the fresh-start
rule used under the Plan is the formula with extended wear-away, in
determining the Participant's Accrued Benefit with respect to years of
credited service after the latest Fresh-Start Date under the formula
without wear-away, the numerator in the above fraction will be limited to
the Participant's Years of Participation after the latest Fresh-Start Date.
If this Plan satisfies the requirements of Treas. Reg. (sub-section)
1.401(a)(4)-13(d) for a fresh-start as of the last day of the last Plan
Year beginning before January 1, 1994, then, notwithstanding any other
provisions of the Plan, any section 401(a)(17) employee's Accrued Benefit,
frozen in accordance with Treas. Reg. (sub-section) 1.401(a)(4)-13 as of a
fresh-start date, shall be adjusted to reflect increases in the employee's
Compensation after the fresh-start date. However, this adjustment may be
made only if the adjustment will not cause the Plan to fail to satisfy the
consistency requirement of Treas. Reg. (sub-section) 1.401(a)(4)-13(c), as
modified by (sub-section) 1.401(a)(17)-1(e). In determining a section
401(a)(17) employee's Accrued Benefit in any Plan Year beginning on or
after January 1, 1994, the portion of the employee's frozen Accrued Benefit
attributable to Plan Years beginning before January 1, 1994, will be
determined in accordance with Method A for TRA '86 section 401(a)(17)
employees and Method B for OBRA '93 section 401(a)(17) employees. A "TRA
'86 section 401(a)(17) employee" means an employee whose Accrued Benefit as
of a date on or after the first day of the first Plan Year beginning on or
after January 1, 1989, is based on Compensation for a year beginning prior
to the TRA '86 statutory effective date that exceeded $200,000. An "OBRA
'93 section 401(a)(17) employee" means an employee whose Accrued Benefit as
of a date on or after the first day of the first Plan Year beginning on or
after January 1, 1994, is based on Compensation for a year beginning prior
to the first day of the first Plan Year beginning on or after January 1,
1994, that exceeded $150,000.
Method A (employees who are both TRA '86 and OBRA '93 section 401(a)(17)
employees):
Step 1: Determine of each OBRA '93 section 401(a)(17) employee's frozen
Accrued Benefit as of the last day of the last Plan Year beginning before
January 1, 1989.
Step 2: Adjust the amount in step 1 up through the last day of the last
Plan Year beginning before the first Plan Year beginning on or after
January 1, 1994, by multiplying it by the following fraction (not less than
one). The numerator of the fraction is the TRA '86 section 401(a)(17)
employee's average Compensation determined for the current year (as limited
by section 401(a)(17), using the same definition and Compensation formula
in effect as of the last day of the last Plan Year beginning before January
1, 1989. The denominator of the fraction is the employee's average
Compensation for the last day of the Plan Year beginning before January 1,
1989, using the definition and Compensation formula in effect as of the
last day of the last Plan Year beginning before January 1, 1989.
Step 3: Determine the TRA '86 section 401(a)(17) employee's frozen Accrued
Benefit as of the last day of the last Plan Year beginning before January
1, 1994.
Step 4: Subtract the amount determined in step 2 from the amount determined
in step 3.
Step 5: Adjust the amount in step 4 by multiplying it by the following
fraction (not less than 1). The numerator of the fraction is the TRA '86
section 401(a)(17) employee's average Compensation determined for the
current year (as limited by section 401(a)(17)), using the same definition
and Compensation formula in effect as of the last day of the last Plan Year
beginning before January 1, 1994. The denominator of the fraction is the
employee's average Compensation for the last day of the last Plan Year
beginning before January 1, 1994, using the definition and Compensation
formula in effect as of the last day of the last Plan Year beginning before
January 1, 1994.
Step 6: Adjust the amount in step 1 by multiplying it by the following
fraction (not less than 1). The numerator of the fraction is the TRA '86
section 401(a)(17) employee's average Compensation for the current year (as
limited by section 401(a)(17)), using the same definition of Compensation
and Compensation formula in effect as of the last day of the last Plan Year
beginning before January 1, 1989. The denominator of the fraction is the
employee's average Compensation for the last day of the last Plan Year
beginning before January 1, 1989, using the definition and Compensation
formula in effect as of the last day of the last Plan Year beginning before
January 1, 1989.
Step 7: Add the amounts determined in step 5, and the greater of steps 6 or
2.
Method B (employees who are only OBRA '93 section 401(a)(17) employees):
Step 1: Determine the Accrued Benefit of each OBRA '93 section 401(a)(17)
employee as of the last day of the Plan Year beginning before January 1,
1994.
Step 2: Adjust the amount in step 1 by multiplying it by the following
fraction (not less than 1). The numerator of the fraction is the average
Compensation of the OBRA '93 section 401(a)(17) employee determined for the
current year (as limited by section 401(a)(17)), using the same definition
and Compensation formula in effect as of the last day of the last Plan Year
beginning before January 1, 1994. The denominator of the fraction is the
employee's average Compensation for the last day of the last Plan Year
beginning before January 1, 1994, using the definition and Compensation
formula in effect as of the last day of the last Plan Year beginning before
January 1, 1994.
When determining the Accrued Benefit, the normal retirement benefit is
the annual benefit to which the Participant would be entitled if the
Participant continues to earn annually until the later of the year
containing the Participant's Normal Retirement Age or the current year, the
Participant's current average annual Compensation. This rate of
Compensation is computed on the basis of twelve times the Average Monthly
Compensation taken into account under Section 1.11 of the Plan (but not to
exceed the ten years of service immediately preceding the determination).
For Plan Years beginning before Section 411 of the Code is applicable
hereto, the Participants' Accrued Benefit shall be the greater of that
provided by the Plan, or 1/2 of the benefit which would have accrued had
the provisions of this Section 1.1 been in effect. In the event the
Accrued Benefit as of the effective date of Section 411 of the Code is less
than that provided by this Section 1.1, such difference shall be accrued in
accordance with this Section 1.1.
Notwithstanding the above, if an Employee resumes participation in the
Plan following a Break in Service, he shall be credited with a Year of
Participation for the period commencing on his reemployment date and ending
at the beginning of the first day of the next Plan Year. A Participant
shall be credited with a Year of Participation in the Plan Year in which he
satisfies the eligibility requirements of Article II.

1 "Actuarial Equivalent" or "Actuarial Equivalence" means a form of
benefit differing in time, period, or manner of payment from a specific
benefit provided under the Plan but having the same value when computed
using the interest rate and mortality table specified in the Adoption
Agreement.
Notwithstanding the preceding paragraph, Actuarial Equivalence will be
determined on the basis of the interest rate described below, if it
produces a benefit greater than that determined under the preceding
paragraph. The interest rate used shall be:
1 the interest rate used by the Pension Benefit Guaranty Corporation (as
of the first day of the Plan Year which contains the Annuity Starting Date)
to value a benefit upon termination of an insufficient trusteed
single-employer plan, if the present value of the benefit (using such rate)
does not exceed $25,000; and

2 120 percent of the interest rate described in paragraph (a) above, if
the present value of the benefit (determined under paragraph (a) above)
exceeds $25,000; provided that in no event shall the present value of the
benefit determined under this paragraph (b) be less than $25,000.

2 "Administrator" means the person or entity designated in the Adoption
Agreement to administer the Plan. If no person or entity is so designated
the Employer shall be the Administrator.

3 "Adoption Agreement" means the separate agreement which is executed by
the Employer and which sets forth the elective provisions of this Plan and
Trust.

4 "Aggregation Group" means a Required Aggregation Group or a Permissive
Aggregation Group.

5 "Anniversary Date" means the anniversary date specified in the Adoption
Agreement.

6 "Annual Addition" means the sum of the following amounts credited to a
Participant's account for the Limitation Year:
(a) Employer contributions;
(b) Employee contributions;
(c) forfeitures;
(d) amounts allocated after March 31, 1984, to an individual medical
account, as defined in Section 415(l)(2) of the Code, that is part of a
pension or annuity plan maintained by the Employer. Also, amounts derived
from contributions paid or accrued after December 31, 1985 which are
attributable to post-retirement medical benefits allocated to the separate
account of a Key Employee under a welfare benefit fund, as defined in
Section 419(e) of the Code, maintained by the Employer, are treated as
Annual Additions to a defined contribution plan; and
(e) allocations under a simplified employee pension, as defined in
Section 408(k) of the Code, maintained by the Employer.
1 "Annual Benefit" means a retirement benefit under the Plan which is
payable annually in the form of a straight life annuity. Except as
provided below, a benefit payable in a form other than a straight life
annuity must be adjusted to an Actuarially Equivalent straight life annuity
before applying the limitations of Section 3.7. The interest rate
assumption used to determine Actuarial Equivalence will be the greater of
the interest rate specified in the Adoption Agreement or five percent. The
Annual Benefit does not include any benefits attributable to employee
contributions or rollover contributions, or the assets transferred from a
qualified plan that was not maintained by the Employer. No actuarial
adjustment to the benefit is required for (a) the value of a Qualified
Joint and Survivor Annuity, (b) the value of benefits that are not directly
related to retirement benefits (such as qualified disability benefits,
pre-retirement death benefits and post-retirement medical benefits) and (c)
the value of post-retirement cost-of-living increases made in accordance
with Section 415(d) of the Code and section 1.415-3(c)(2)(iii) of the
Federal Income Tax Regulations.

2 "Annuity Starting Date" means the first day of the first period for
which an amount is paid as an annuity or any other form.

3 "Applicable Period" means whichever of the following periods ends last:
(a) the period beginning with the first day of the Plan Year in which the
Participant attains age 32 and ending with the close of the Plan Year
preceding the Plan Year in which the Participant attains age 35; (b) a
reasonable period ending after the individual becomes a Participant; (c) a
reasonable period ending after the Plan ceases to fully subsidize the cost
of the Qualified Preretirement Survivor Annuity; or (d) a reasonable period
ending after Section 401(a)(11) of the Code first applies to the
Participant. Notwithstanding the foregoing, the "Applicable Period" shall
be a reasonable period ending after separation of service in the case of a
Participant who separates from service before attaining age 35. A
reasonable period ending after the enumerated events described in (b), (c)
and (d) above is the end of the two year period beginning one year prior to
the date the applicable event occurs and ending one year after that date.
In the case of a Participant who separates from service before the Plan
Year in which age 35 is attained, notice shall be provided within the two
year period beginning one year prior to separation and ending one year
after separation. If such a Participant thereafter returns to employment
with the Employer, the Applicable Period for such Participant shall be
redetermined.

4 "Average Monthly Compensation" means the monthly Compensation of a
Participant as specified in the Adoption Agreement. If a Participant has
less than the number of Years of Service specified in the Adoption
Agreement from his date of employment to his date of termination, his
Average Monthly Compensation will be based on his monthly Compensation
during his months of service.

5 "Beneficiary" means the person(s) or entity designated by a Participant
in a manner prescribed by the Administrator and in accordance with Section
1.50, to the extent applicable, to receive the benefits which are payable
under the Plan upon or after the death of such Participant. In the event
no valid designation of Beneficiary exists at the time of a Participant's
death, any benefits payable under the Plan shall be paid to his spouse or,
if none, to his estate.

6 "Break-in-Service" means a 12-consecutive month period (computation
period) during which an Employee does not complete more than 500 Hours of
Service with the Employer. An Employee shall not incur a Break-in-Service
for the Plan Year in which he becomes a Participant, suffers Total and
Permanent Disability, retires or dies.

7 "Code" means the Internal Revenue Code of 1986, as amended.

8 "Compensation" means, as elected by the Employer in the Adoption
Agreement:

1 Information required to be reported under Sections 6041, 6051 and 6052
of the Code (wages, tips and other compensation as reported on Form W-2).
Compensation is defined as wages within the meaning of Section 3401(a) of
the Code, and all other payments of compensation to an Employee by the
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Employee a written statement under
Sections 6041(d), 6051(a)(3) or 6052 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).

2 Section 3401(a) Wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for the purposes of income tax
withholding at the source but determined without regard to any rules 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).

3 Section 415 Safe-harbor. Compensation is defined as wages, salaries,
and fees for professional services and other amounts received (without
regard to whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with the Employer to the
extent that the amounts are includable in gross income (including, but not
limited to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements, or other expense allowances
under a nonaccountable plan (as described in Section (sub-section)1.62-6(c)
of the Treasury Regulations), and excluding the following:
(i) Employer contributions to a plan of deferred compensation which are
not includable in the Employee's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or
any distributions from a plan of deferred compensation;
(ii) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk
of forfeiture;
(iii) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option; and
(iv) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions are actually
excludable from the gross income of the Employee).
For any self-employed individual covered under the Plan, Compensation
will mean Earned Income. Compensation shall include only that compensation
which is actually paid to the Participant during the determination period.
Except as provided elsewhere in this Plan, the determination period shall
be the period elected by the Employer in the Adoption Agreement. If the
Employer makes no election, the applicable period shall be the Plan Year.
Notwithstanding the above, if elected by the Employer in the Adoption
Agreement, Compensation shall include any amount which is contributed by
the Employer pursuant to a salary reduction agreement and which is not
includable in the gross income of the Employee under Sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
For years beginning after December 31, 1988 but before January 1, 1994,
the annual Compensation of each Participant taken into account for
determining all benefits provided under the Plan for any determination
period shall not exceed $200,000. This limitation shall be adjusted by the
Secretary of the Treasury at the same time and in the same manner as under
Section 415(d) of the Code, except that the dollar increase in effect on
January 1 of any calendar year is effective for years beginning in such
calendar year. For Plan Years beginning on or after January 1, 1994, the
annual Compensation of each Participant taken into account for determining
all benefits provided under the Plan for any determination period shall not
exceed $150,000. This limitation shall be adjusted for increases in the
cost of living in accordance with Section 401(a)(17)(B) of the Code. For
Plan Years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under Section 401(a)(17) of the Code shall mean this
$150,000 limit. If the period over which Compensation is determined
consists of fewer than 12 months, the annual Compensation limit is an
amount equal to the otherwise applicable annual Compensation limit
multiplied by a fraction, the numerator of which is the number of months in
the short period, and the denominator of which is 12.
In determining the Compensation of a Participant for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply, except
in applying such rules, the term "family" shall include only the spouse of
the Participant and any lineal descendants of the Participant who have not
attained age 19 before the close of the year. If, as a result of the
application of such rules the adjusted $200,000 limitation is exceeded,
then the limitation shall be prorated among the affected individuals in
proportion to each such individual's Compensation as determined under this
Section prior to the application of this limitation.
If Compensation for any prior determination period is taken into account
in determining an Employee's benefits for the current determination period,
the Compensation for such prior period is subject to the applicable annual
compensation limit in effect for that prior period. For this purpose, for
years beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the applicable annual compensation limit is
$150,000.
1 "Defined Benefit Fraction" means a fraction, the numerator of which is
the sum of the Participant's Projected Annual Benefits under all the
defined benefit plans (whether or not terminated) maintained by the
Employer, and the denominator of which is the lesser of 125 percent of the
dollar limitation determined for the Limitation Year under Sections 415(b)
and (d) of the Code or 140 percent of the Participant's Highest Average
Compensation including any adjustments under Section 415(b) of the Code.
Notwithstanding the above, if the Participant was a Participant as of the
first day of the first Limitation Year beginning after December 31, 1986 in
one or more defined benefit plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction will not be less
than 125 percent of the sum of the Annual Benefits under such plans which
the Participant had accrued as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any changes in the terms and
conditions of the plans after May 5, 1986. The preceding sentence applies
only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Section 415 of the Code for all Limitation
Years beginning before January 1, 1987.
1 "Defined Contribution Fraction" means a fraction, the numerator of which
is the sum of the Annual Additions to the Participant's account under all
the defined contribution plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years (including the
Annual Additions attributable to the Participant's nondeductible employee
contributions to this and all other defined benefit plans (whether or not
terminated) maintained by the Employer, and the Annual Additions
attributable to all welfare benefit funds, individual medical accounts and
simplified employee pensions maintained by the Employer) and the
denominator of which is the sum of the maximum aggregate amounts for the
current and all prior Limitation Years of service with the Employer
(regardless of whether a defined contribution plan was maintained by the
Employer). The maximum aggregate amount in any Limitation Year in the
lesser of 125 percent of the dollar limitation determined under Sections
415(b) and (d) of the Code in effect under Section 415(c)(1)(A) of the Code
or 35 percent of the Participant's Compensation for such year.
If the Employee was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the Defined Benefit Fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2)
the denominator of this fraction, will be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of the last Limitation
Year beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the plans after May 5, 1986, but using the Section
415 limitation applicable to the first Limitation Year beginning on or
after January 1, 1987. The Annual Addition for any Limitation Year
beginning before January 1, 1987, shall not be recomputed to treat all
Employee contributions as Annual Additions.
1 "Determination Date" means (a) the last day of the preceding Plan Year,
or (b) in the case of the first Plan Year, the last day of such Plan Year.

2 "Early Retirement Date" means any Anniversary Date (prior to the Normal
Retirement Date) coinciding with or following the date on which a
Participant has satisfied the age and service requirements specified in the
Adoption Agreement.

3 "Earned Income" means the net earnings from self-employment derived from
the trade or business with respect to which the Plan is established, for
which personal services of the individual are a material income-producing
factor. Net earnings will be determined without regard to items not
included in gross income and the deductions allocable to such items. Net
earnings are reduced by contributions by the Employer to a qualified plan
to the extent deductible under Section 404 of the Code. Net earnings shall
be determined with regard to the deduction allowed to the taxpayer by
Section 164(f) of the Code for taxable years beginning after December 31,
1989.

4 "Election Period" means the period which begins on the first day of the
Plan Year in which the Participant attains age 35 and ends on the date of
the Participant's death. If a Participant separates from service prior to
the first day of the Plan Year in which age 35 is attained, with respect to
benefits accrued prior to separation, the election period shall begin on
the date of separation.

5 "Employee" means any individual employed by the Employer (other than as
an independent contractor) maintaining the Plan or by any other employer
required to be aggregated with such Employer under Sections 414(b), (c),
(m) or (o) of the Code. The term "Employee" shall also include any Leased
Employee deemed to be an Employee of any Employer described in the
preceding sentence as provided in Sections 414(n) or (o) of the Code.

6 "Employer" means the entity named in the Adoption Agreement as the Plan
sponsor and any other employer which with the consent of the sponsoring
Employer has completed and executed the Adoption Agreement, and any
successor entity which shall maintain the Plan. For purposes of Section
3.7, the term "Employer" shall mean the entity that adopts the Plan and all
members of the controlled group of corporations (as defined in Section
414(b) of the Code, as modified by Section 415(h) of the Code), all
commonly controlled trades or businesses (as defined in Section 414(c) of
the Code, as modified by Section 415(h) of the Code), or affiliated service
groups (as defined in Section 414(m) of the Code) of which the adopting
entity is a part and any other entity required to be aggregated pursuant to
Section 414(o) of the Code.

7 "Entry Date" means the date(s) specified in the Adoption Agreement as of
which eligible Employees may become Participants.

8 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

9 "Fiscal Year" means the Employer's accounting year as specified in the
Adoption Agreement.

10 "Five-Percent Owner" means any Employee who owns (or is considered as
owning within the meaning of Section 318 of the Code) more than five
percent of the outstanding stock of the Employer or stock possessing more
than five percent of the total combined voting power of all stock of the
Employer or, if, the Employer is not a corporation, any person who owns
more than five percent of the capital or profits interest in the Employer.
For purposes of this Section, Section 318(a)(2)(C) of the Code shall be
applied by substituting "five percent" for "50 percent" each time it
appears therein.

11 "Fresh-Start Date" generally means the last day of a Plan Year
preceding a Plan Year for which any amendment of the Plan that directly or
indirectly affects the amount of a Participant's benefit determined under
the current benefit formula (such as an amendment to the definition of
compensation used in the current benefit formula or a change in the normal
retirement age of the Plan) is made effective. However, if under the
Adoption Agreement the fresh start group is limited to an acquired group of
employees, or a group of employees with a frozen accrued benefit
attributable to assets and liabilities transferred to the Plan, the Fresh
Start Date will be the date designated in the Adoption Agreement. If this
Plan has had a fresh start for all Participants, and in a subsequent Plan
Year is aggregated for purposes of Code Section 401(a)(4) with another plan
that did not make the same fresh start, this Plan will have a fresh start
on the last day of the Plan Year preceding the Plan Year during which the
plans are first aggregated.

12 "Frozen Accrued Benefit" means the amount of the Participant's Accrued
Benefit determined in accordance with the provisions of the Plan applicable
in the year containing the latest Fresh-Start Date, determined as if the
Participant terminated employment with the Employer as of the latest
Fresh-Start Date (or the date the Participant actually terminated
employment with the Employer, if earlier), without regard to any amendment
made to the Plan after that date other than amendments recognized as
effective as of or before the date under Code Section 401(b) or Treas. Reg.
Section 1.401(a)(4)-11(g). If the Participant has not had a fresh start,
the Participant's Frozen Accrued Benefit will be zero.

1 If, as of the Participant's latest Fresh-Start Date, the amount of a
Participant's Frozen Accrued Benefit was limited by the application of
Section 415 of the Code, the Participant's Frozen Accrued Benefit will be
increased for years after the latest Fresh-Start Date to the extent
permitted under Section 415(d)(1) of the Code. In addition, the Frozen
Accrued Benefit of a Participant whose Frozen Accrued Benefit includes the
top-heavy minimum benefits provided in Section 7.3, will be increased to
the extent necessary to comply with the average compensation requirement of
Section 416(c)(1)(D)(i) of the Code.

2 If: (a) the Plan's normal form of benefit in effect on the Participant's
latest Fresh-Start Date is not the same as the normal form under the Plan
after such Fresh-Start Date and/or (b) the Normal Retirement Age for any
Participant on that date was greater than the Normal Retirement Age for
that Participant under the Plan after such Fresh-Start Date, the Frozen
Accrued Benefit will be expressed as an Actuarially Equivalent benefit in
the normal form under the Plan after the Participant's latest Fresh-Start
Date, commencing at the Participant's Normal Retirement Age under the Plan
in effect after such latest Fresh-Start Date.

3 If the Plan provides a new optional form of benefit with respect to a
Participant's Frozen Accrued Benefit, such new optional form of benefit
will be provided with respect to each Participant's entire Accrued Benefit
(i.e., accrued both before and after the Fresh-Start Date). In addition,
if this Plan is a unit credit plan, with respect to Plan Years beginning
after the latest Fresh-Start Date, the current benefit formula will provide
each Participant in the fresh-start group a benefit of not less than .5% of
the Participant's average annual Compensation times the Participant's Years
of Service after the latest Fresh-Start Date. If this is a flat benefit
plan, then with respect to Plan Years beginning after the Plan's latest
Fresh-Start Date, the current benefit formula will provide each Participant
a benefit of not less than 25% of the Participant's average annual
Compensation. If a Participant will have less than 50 Years of Service
after the latest Fresh-Start Date through the year the Participant attains
Normal Retirement Age (or current age, if later), then such minimum
percentage will be reduced by multiplying it by the ratio that the
Participant's Years of Service after the latest Fresh-Start Date bears to
50.

13 "Highest Average Compensation" means the average Compensation for the
three consecutive Years of Service with the Employer that produces the
highest average.

14 "Highly Compensated Employee" includes active Highly Compensated
Employees and former Highly Compensated Employees.

1 An active Highly Compensated Employee includes any Employee who performs
service for the Employer during the determination year and who, during the
look-back year: (i) received compensation from the Employer in excess of
$75,000 (as adjusted pursuant to Section 415(d) of the Code); (ii) received
compensation from the Employer in excess of $50,000 (as adjusted pursuant
to Section 415(d) of the Code) and was a member of the top-paid group for
such year; or (iii) was an officer of the Employer and received
compensation during such year that is greater than 50 percent of the dollar
limitation in effect under Section 415(b)(1)(A) of the Code. If elected by
the Employer in the Adoption Agreement, the preceding sentence will be
modified by substituting $50,000 for $75,000 in (i) and by disregarding
(ii). This simplified definition of "Highly Compensated Employee" will
apply only to Employers that maintain significant business activities (and
employ Employees) in at least two significantly separate geographic areas.
The term Highly Compensated Employee also includes: (i) Employees who are
both described in items (i), (ii) or (iii) above if the term "determination
year" is substituted for the term "look-back year" and the Employee is one
of the 100 Employees who received the most compensation from the Employer
during the determination year; and (ii) Employees who are Five-Percent
Owners at any time during the look-back year or determination year.

2 If no officer has satisfied the compensation requirement described in
the first sentence of paragraph (a) above during either a determination
year or look-back year, the highest paid officer for such year shall be
treated as a Highly Compensated Employee.

3 For the purposes of this Section, the determination year shall be the
Plan Year and the look-back year shall be the 12-month period immediately
preceding the determination year.

4 A former Highly Compensated Employee includes any Employee who separated
from service (or was deemed to have separated) prior to the determination
year, performs no service for the Employer during the determination year,
and was an active Highly Compensated Employee for either the separation
year or any determination year ending on or after the date the Employee
reaches age 55.

5 If an Employee is, during a determination year or look-back year, a
family member of either a Five-Percent Owner who is an active or former
Employee, or a Highly Compensated Employee who is one of the 10 most Highly
Compensated Employees ranked on the basis of compensation paid by the
Employer during such year, then the family member and the Five-Percent
Owner or top-ten Highly Compensated Employee shall be aggregated. In such
case, the family member and Five-Percent Owner or top-ten Highly
Compensated Employee shall be treated as a single employee receiving
compensation and Plan contributions or benefits equal to the sum of such
compensation and contributions or benefits of the family member and
Five-Percent Owner or top-ten Highly Compensated Employee. For purposes of
this Section, family member includes the spouse, lineal ascendants and
descendants of the Employee or former Employee and the spouses of such
lineal ascendants and descendants.

6 The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers
and the compensation that is considered, will be made in accordance with
Section 414(q) of the Code and the regulations thereunder.

15 "Hour of Service" means:

1 Each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for the Employer. These hours will be credited to
the Employee for the computation period in which the duties are performed;
and

2 Each hour for which an Employee is paid, or entitled to payment by the
Employer 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 (including
disability), lay-off, military duty, jury duty or leave of absence. No
more than 501 Hours of Service will be credited under this paragraph (b)
for any single continuous period (whether or not such period occurs in a
single computation period); and

3 Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer. The same Hours of Service
will not be credited both under paragraph (a) or paragraph (b), as the case
may be, and under this paragraph (c). These hours will be credited to the
Employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made. Hours of Service under this Section will be
calculated and credited pursuant to Section 2530.200b-2 of the Department
of Labor Regulations which is incorporated herein by reference.
Hours of Service will be credited for employment with other members of an
affiliated service group (under Section 414(m) of the Code), a controlled
group of corporations (under Section 414(b) of the Code), or a group of
trades or businesses under common control (under Section 414(c) of the
Code), of which the adopting Employer is a member and any other entity
required to be aggregated with the Employer pursuant to Section 414(o) of
the Code. Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Sections 414(n) or
(o) of the Code.
Solely for purposes of determining whether a Break-in-Service 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 have been credited to such individual but for
such absence, or in any case in which such hours cannot be determined,
eight Hours of Service per day of such absence. For purposes of this
Section, an absence from work for maternity or paternity reasons means an
absence (i) by reason of the pregnancy of the individual, (ii) by reason of
the birth of a child of the individual, (iii) by reason of the placement of
a child with the individual in connection with the adoption of such child
by such individual, or (iv) for purposes of caring for such child for a
period beginning immediately following such birth or placement; provided
that an individual shall be credited with no more than 501 Hours of Service
on account of any single period of absence for maternity or paternity
reasons. The Hours of Service credited under this paragraph shall be
credited in the computation period in which the absence begins if the
crediting is necessary to prevent a Break-in-Service in that period, or in
all other cases, in the following computation period. Service will be
determined on the basis of the method selected in the Adoption Agreement.
1 "Insurer" means any legal reserve life insurance company which shall
issue one or more annuity contracts under the Trust.

2 "Investment Manager" means any person, firm or corporation who is a
registered investment adviser under the Investment Advisers Act of 1940, a
bank as defined in that Act, or an insurance company qualified to perform
services described in (a) under the laws of more than one state, and (a)
who has the power to manage, acquire, or dispose of Plan assets, and (b)
who acknowledges in writing its fiduciary responsibility to the Plan.

3 "Key Employee" means any Employee or former employee (and their
Beneficiaries) who at any time during the Plan Year that includes the
Determination Date or any of the four preceding Plan Years is (or was):

1 an officer of the Employer having annual compensation, greater than 50
percent of the amount in effect under Section 415(b)(1)(A) of the Code for
any such Plan Year; provided that in no event shall the number of
individuals treated as officers exceed 50 Employees, or, if it would result
in a smaller number of officers, the greater of three Employees or 10
percent of the total number of Employees;

2 one of the 10 Employees having annual compensation from the Employer of
more than the maximum dollar limitation in effect under Section
415(c)(1)(A) of the Code for the calendar year in which such Plan Year ends
and owning (or considered as owning within the meaning of Section 318 of
the Code) the largest interest in the Employer provided that such interest
is more than 0.5 percent of the Employer. For purposes of this Section,
Section 318(a)(2)(C) of the Code shall be applied by substituting "five
percent" for "50 percent" each time it appear therein;

3 a Five-Percent Owner of the Employer; or

4 a one-percent owner of the Employer having annual compensation from the
Employer of more than $150,000.
For purposes of this section, "compensation" shall mean Compensation as
defined in Section 1.15 and as elected by the Employer in the Adoption
Agreement, except that it shall include amounts contributed by the Employer
pursuant to a salary reduction agreement that are not includable in the
Employee's gross income under Code Section 125, 402(e)(3), 402(h)(1)(B) or
403(b) regardless of the Employer's election in the Adoption Agreement.
The determination of who is a Key Employee shall in all events be made in
accordance with Code Section 416(i)(1) and the regulations thereunder.
1 "Late Retirement Date" means the Anniversary Date coinciding with or
next following a Participant's actual retirement after having reached his
Normal Retirement Date.

2 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient
(or for the recipient and related persons determined in accordance with
Section 414(n)(6) of the Code) on a substantially full-time basis for a
period of at least one year, and such services are of a type historically
performed by employees in the business field of the recipient employer.
Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer.
A Leased Employee shall not be considered an employee of the recipient
if: (a) such employee is covered by a money purchase pension plan
providing: (i) a nonintegrated employer contribution rate of at least 10
percent of compensation, as defined in Section 415(c)(3) of the Code, but
including amounts contributed pursuant to a salary reduction agreement
which are excludable from the employee's gross income under Sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code, (ii) immediate
participation, and (iii) full and immediate vesting; and (b) Leased
Employees do not constitute more than 20 percent of the recipient's
nonhighly compensated workforce.
1 "Limitation Year" means the 12-consecutive month period elected by the
Employer in the Adoption Agreement. All qualified plans maintained by the
Employer must use the same Limitation Year.

2 "Maximum Permissible Amount" means, the lesser of $90,000 (the "defined
benefit dollar limitation") or 100 percent of the Participant's Highest
Average Compensation. Effective on January 1, 1988, and each January 1
thereafter, the defined benefit dollar limitation will be automatically
adjusted to the new dollar limitation prescribed by the Secretary of the
Treasury. The new limitation will apply to Limitation Years ending within
the calendar year of the date of the adjustment.

1 If the Participant has less than 10 Years of Participation in the Plan,
the defined benefit dollar limitation is reduced by one-tenth for each Year
of Participation (or part thereof) less than 10. If the Participant has
less than 10 Years of Service for vesting purposes with the Employer, the
compensation limitation is reduced by one-tenth for each Year of Service
(or part thereof) less than 10. The adjustment of the preceding sentence
shall be applied in the denominator of the Defined Benefit Fraction based
upon Years of Service. Years of Service shall include future years
occurring before the Participant's Normal Retirement Age. Such future
years shall include the year which contains the date the Participant
reaches Normal Retirement Age, only if it can be reasonably anticipated
that the Participant will receive a Year of Service for such year.

2 If the Annual Benefit of the Participant commences before the
Participant's Social Security Retirement Age, but on or after age 62, the
defined benefit dollar limitation as reduced above, if necessary, shall be
determined as follows:
(i) If the Participant's Social Security Retirement Age is 65, the
dollar limitation for benefits commencing on or after age 62 is determined
by reducing the defined benefit dollar limitation by 5/9 of one percent for
each month by which benefits commence before the month in which the
Participant attains age 65.
(ii) If a Participant's Social Security Retirement Age is greater than
65, the dollar limitation for benefits commencing on or after age 62 is
determined by reducing the defined benefit dollar limitation by 5/9 of one
percent for each of the first 36 months and 5/12 of one percent for each of
the additional months (up to 24 months) by which benefits commence before
the month of the Participant's Social Security Retirement Age.
1 If the Annual Benefit of a Participant commences prior to age 62, the
defined benefit dollar limitation shall be the Actuarial Equivalent of an
annual benefit beginning at age 62. To determine Actuarial Equivalence,
the interest rate assumption is the greater of the rate specified in the
Adoption Agreement or five percent. Any decrease in the defined benefit
dollar limitation determined in accordance with this paragraph (c) shall
not reflect the mortality decrement to the extent that benefits will not be
forfeited upon the death of the Participant.

2 If the Annual Benefit of a Participant commences after the Participant's
Social Security Retirement Age, the defined benefit dollar limitation as
reduced in paragraph (a) above, if necessary, shall be adjusted so that it
is the Actuarial Equivalent of an Annual Benefit of such dollar limitation
beginning at the Participant's Social Security Retirement Age. To
determine Actuarial Equivalence, the interest rate assumption used is the
lesser of the rate specified in the Adoption Agreement or five percent.

2 "Non-Key Employee" means any Employee or former Employee (and their
Beneficiaries) who is not a Key Employee with respect to the Plan for the
Plan Year.

3 "Normal Retirement Age" means the age specified in the Adoption
Agreement at which time a Participant shall become eligible to receive his
normal retirement benefit.

4 "Normal Retirement Date" means the date specified in the Adoption
Agreement on which a Participant shall become eligible to have his benefits
distributed to him.

5 "Owner-Employee" means an individual who is a sole proprietor or who is
a partner owning more than 10 percent of either the capital or profits
interest of the partnership.

6 "Participant" shall mean any eligible Employee who elects to participate
in the Plan as provided in Article II and who continues to be entitled to
benefits under the Plan.

7 "Permissive Aggregation Group" means the Required Aggregation Group of
plans plus any other plan or plans of the Employer that, when considered as
a group with the Required Aggregation Group, would continue to satisfy the
requirements of Section 401(a)(4) and Section 410 of the Code.

8 "Plan" shall mean this prototype Plan and the Adoption Agreement as
executed by the Employer.

9 "Plan Year" is the 12 consecutive month period designated by the
Employer in the Adoption Agreement.

10 "Present Value" means the value of a Participant's Accrued Benefit at
the date of valuation determined pursuant to Section 1.2.

11 "Projected Annual Benefit" means the Annual Benefit to which the
Participant would be entitled under the Plan assuming:

1 the Participant will continue employment until Normal Retirement Age (or
current age, if later); and

2 the Participant's Compensation for the current Limitation Year and all
other relevant factors used to determine benefits under the Plan will
remain constant for all future Limitation Years.

12 "Qualified Election" means a waiver of a Qualified Joint and Survivor
Annuity or a Qualified Preretirement Survivor Annuity made in accordance
with the following procedures. Any waiver of a Qualified Joint and
Survivor Annuity or a Qualified Preretirement Survivor Annuity shall not be
effective unless: (a) the Participant's spouse consents in writing to the
election; (b) the election designates a specific alternate Beneficiary,
including any class of Beneficiaries or any contingent beneficiaries (or
form of benefit) which may not be changed without spousal consent (or the
spouse expressly permits designations by the Participant without any
further spousal consent); (c) the spouse's consent acknowledges the effect
of the election; and (d) the spouse's consent is witnessed by a Plan
representative or notary public. In addition, a Participant's waiver of a
Qualified Joint and Survivor Annuity will not be effective unless the
election designates a form of benefit payment that may not be changed
without spousal consent (or the spouse expressly permits designations by
the Participant without any further spousal consent). If it is established
to the satisfaction of a Plan representative that such written consent may
not be obtained because there is no spouse or the spouse cannot be located,
a waiver will be deemed a Qualified Election. Any consent by a spouse
obtained under this provision (or establishment that the consent of a
spouse may not be obtained) shall be effective only with respect to such
spouse. A consent that permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge that the
spouse has the right to limit consent to a specific beneficiary, and a
specific form of benefit where applicable, and that the spouse voluntarily
elects to relinquish either or both of such rights. A revocation of a
prior waiver may be made by a Participant without the consent of the spouse
at any time prior to the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision
shall be valid unless the Participant has received proper notice.

13 "Qualified Joint and Survivor Annuity" means an immediate annuity for
the life of the Participant with a survivor annuity for the life of the
Participant's spouse which is not less than 50 percent and not more than
100 percent of the amount of the annuity which is payable during the joint
lives of the Participant and the spouse and which is the Actuarial
Equivalent of the normal form of benefit. The percentage of the survivor
annuity under the Plan shall be 50 percent (unless a different percentage
is elected by the Employer in the Adoption Agreement). A Participant may
elect to have such annuity distributed upon attainment of the earliest
retirement age under the Plan.

14 "Qualified Preretirement Survivor Annuity" means:

1 in the case of a Participant who dies after reaching the earliest date
he could have retired under the Plan, an amount equal to the same benefit
that would be payable if the Participant had retired with a Qualified Joint
and Survivor Annuity on the day before the Participant's date of death; or

2 in the case of a Participant who dies on or before reaching the earliest
date he could have retired under the Plan, an amount equal to the same
benefit that would have been payable if the Participant had terminated his
employment at the earlier of his actual termination of employment or death,
survived until the earliest date he could have retired under the Plan,
retired on that date with a Qualified Joint and Survivor Annuity and died
on the next day.

15 "Required Aggregation Group" means (a) each qualified plan of the
Employer (regardless of whether such plan has been terminated) in which at
least one Key Employee participates or participated at any time during the
five Plan Years ending on the Determination Date and (b) any other
qualified plan of the Employer which enables a plan described in (a) to
meet the requirements of Sections 401(a)(4) or 410 of the Code.

16 "Required Beginning Date" means:

1 except as provided in paragraph (b) below, the first day of April of the
calendar year following the calendar year in which the Participant attains
age 70 1/2;

2 with respect to a Participant who reached age 70 1/2 before 1988:
(i) who is not a Five-Percent Owner, April 1 of the calendar year
following the calendar year in which the later of retirement or attainment
of age 70 1/2 occurs; or
(ii) who is a Five-Percent Owner during any year beginning after
December 31, 1979, April 1 following the later of (1) the calendar year in
which he reaches age 70 1/2 or (2) the earlier of the calendar year with or
within which ends the Plan Year in which he becomes a Five-Percent Owner,
or the calendar year in which he retires.
1 A Participant shall be treated as a Five-Percent Owner for purposes of
this Section if such Participant is a Five-Percent Owner as defined in Code
Section 416(i) (determined in accordance with Code Section 416 but without
regard to whether the Plan is Top Heavy) at any time during the Plan Year
ending with or within the calendar year in which such owner attains age 66
1/2 or any subsequent Plan Year.

2 "Rollover Account" means the separate account established and maintained
by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's rollover
contributions.

3 "Self-Employed Individual" means an individual who has Earned Income for
the taxable year from the trade or business for which the Plan is
established; also an individual who would have had Earned Income but for
the fact that the trade or business had no net profits for the taxable
year.

4 "Social Security Retirement Age" means age 65 in the case of a
Participant attaining age 62 before January 1, 2000 (i.e., born before
January 1, 1938), age 66 for a Participant attaining age 62 after December
31, 1999 and before January 1, 2017 (i.e., born after December 31, 1937,
but before January 1, 1955), and age 67 for a Participant attaining age 62
after December 31, 2016 (i.e., born after December 3, 1954).

5 "Sponsoring Organization" means Fidelity Management and Research
Company, or its successor.

6 "Super Top Heavy Plan" means the Plan if it would be a Top-Heavy Plan if
"90 percent" was substituted for "60 percent" each time it appears in
Section 1.57.

7 "Top-Heavy Plan" means for any Plan Year beginning after December 31,
1983, the Plan, if any of the following conditions exist:

1 The Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not
part of any Required Aggregation Group or Permissive Aggregation Group.

2 The Plan is part of a Required Aggregation Group but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the Required
Aggregation Group exceeds 60 percent.

3 The Plan is part of a Required Aggregation Group and part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60 percent.

8 "Top-Heavy Ratio" means:

1 If the Employer maintains one or more defined benefit plans and the
Employer has not maintained any defined contribution plan (including any
simplified employee pension plan) which during the five-year period ending
on the Determination Date has or has had account balances, the Top-Heavy
Ratio for this Plan alone or for the Required or Permissive Aggregation
Group, as appropriate, is a fraction, the numerator of which is the sum of
the present value of accrued benefits of all Key Employees as of the
Determination Date(s) (including any part of any accrued benefit
distributed in the five-year period ending on the Determination Date(s))
and the denominator of which is the sum of the present value of accrued
benefits (including any part of any accrued benefit distributed in the
five-year period ending on the Determination Date(s)), determined in
accordance with Section 416 of the Code and the regulations thereunder.

2 If the Employer maintains one or more defined benefit plans and the
Employer maintains or has maintained one or more defined contribution plans
(including any simplified employee pension plan) which during the five-year
period ending on the Determination Date(s) has or has had any account
balances, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of which is the sum of
the present value of accrued benefits under the aggregated defined benefit
plan or plans for all Key Employees, determined in accordance with
paragraph (a) above, and the sum of account balances under the aggregated
defined contribution plan or plans for all Key Employees as of the
Determination Date(s), and the denominator of which is the sum of the
present value of accrued benefits under the defined benefit plan or plans
for participants, determined in accordance with paragraph (a) above, and
the account balances under the aggregated defined contribution plan or
plans for all participants as of the Determination Date(s), all determined
in accordance with Section 416 of the Code and the regulations thereunder.
The account balances under a defined contribution plan in both the
numerator and denominator of the Top-Heavy Ratio are increased for any
distribution of an account balance made in the five-year period ending on
the Determination Date.

3 For purposes of paragraph (a) and (b) above the value of account
balances and the present value of accrued benefits shall be determined as
of the most recent Valuation Date that falls within or ends with the
12-month period ending on the Determination Date, except as provided in
Section 416 of the Code and the regulations thereunder for the first and
second plan years of a defined benefit plan. The account balances and
accrued benefits of a participant (i) who is a Former Key Employee, or (ii)
who has not been credited with at least one Hour of Service with any
Employer maintaining the Plan at any time during the five-year period
ending on the Determination Date shall be disregarded. The calculation of
the Top-Heavy Ratio, and the extent to which distributions, rollovers, and
transfers are taken into account shall be made in accordance with Section
416 of the Code and the regulations thereunder. Deductible employee
contributions shall not be taken into account for purposes of computing the
Top-Heavy Ratio. When aggregating plans the value of account balances and
accrued benefits shall be calculated with reference to the Determination
Dates that fall within the same calendar year.
The Accrued Benefit of a Participant other than a Key Employee shall be
determined under (i) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer, or
(ii) if there is not such a method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the fractional rule
of Section 411(b)(1)(C) of the Code.
1 "Top-Heavy Plan Year" means that, for a particular Plan Year commencing
after December 31, 1983, the Plan is a Top-Heavy Plan.

2 "Total and Permanent Disability" means the inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months. The disability of a Participant shall be determined
by a licensed physician chosen by the Administrator. The determination
shall be applied uniformly to all Participants.

3 "Trust" means the legal entity created by the trust provisions of this
document.

4 "Trustee" shall mean the person(s) or entity specified in the Adoption
Agreement. The term "Trustee" also means an entity that succeeds to the
trust business of the Trustee by merger or acquisition, without further
action or approval.

5 "Trust Fund" means all of the assets held by the Trustee under the Trust
as the same shall exist from time to time.

6 "Valuation Date" means the date specified in the Adoption Agreement as
of which account balances or Accrued Benefits are valued for purposes of
calculating the Top-Heavy Ratio.

7 "Year of Participation" means a Plan Year during which a Participant
completes more than 500 Hours of Service or is employed on the last day of
the Plan Year.

8 "Year of Service" shall mean a 12-consecutive month period (computation
period) herein set forth, during which an Employee completes at least 1000
Hours of Service. Years of Service with a predecessor employer will be
treated as service for the Employer, as specified in the Adoption
Agreement.
ARTICLE II - ELIGIBILITY
.1 Conditions of Eligibility. An Employee shall become eligible to
participate in the Plan on the first Entry Date for which he has satisfied
the eligibility requirements specified in the Adoption Agreement. The
Employer shall give each Employee written notice of his eligibility to
participate in the Plan in sufficient time to enable such Employee to
submit an application for participation in the Plan prior to the close of
the Plan Year in which he first becomes an eligible Employee.

.2 Application for Participation. In order to become a Participant
hereunder, each eligible Employee must make application to the
Administrator for participation in the Plan and agree to the terms hereof.
In the event an eligible Employee fails to file such application, the
Employer shall file such application on behalf of such Employee on a
nondiscriminatory basis. Upon the acceptance of any benefits under the
Plan, such Employee shall automatically be bound by the terms and
conditions of the Plan and all amendments hereto.

.3 Eligibility Computation Periods. For purposes of determining Years of
Service and Breaks-in-Service for purposes of eligibility, the initial
eligibility computation period is the 12-consecutive month period beginning
on the date the Employee first performs an Hour of Service for the Employer
(or his reemployment date following a Break-in-Service). The succeeding
eligibility computation periods shall be the Plan Year, commencing with the
first Plan Year which begins prior to the first anniversary of the
Employee's employment commencement date regardless of whether the Employee
is entitled to be credited with 1,000 Hours of Service during the initial
eligibility computation period. An Employee who is credited with 1,000
Hours of Service in both the initial eligibility computation period and the
first Plan Year which commences prior to the first anniversary of the
Employee's initial eligibility computation period will be credited with two
Years of Service for purposes of eligibility to participate. Years of
Service and Breaks-in-Service are measured on the same eligibility
computation period.

.4 Years of Service for Eligibility. All Years of Service with the
Employer are counted toward eligibility except the following:

(a) If the Plan requires more than one Year of Service for eligibility and
if an Employee has a Break-in-Service before satisfying the Plan's
requirement for eligibility, service before such Break-in-Service will not
be taken into account.

(b) In the case of a Participant who does not have any nonforfeitable
right to his Accrued Benefit derived from Employer contributions, Years of
Service before a period of consecutive Breaks-in-Service will not be taken
into account in computing eligibility service if the number of consecutive
Breaks-in-Service in such period equals or exceeds the greater of five or
the aggregate number of Years of Service. Such aggregate number of Years
of Service will not include any Years of Service disregarded under the
preceding sentence by reason of prior Breaks-in-Service.

(c) If a Participant's Years of Service are disregarded pursuant to the
preceding paragraph, such Participant will be treated as a new Employee for
eligibility purposes. If a Participant's Years of Service may not be
disregarded pursuant to the preceding paragraph, such Participant shall
continue to participate in the Plan, or, if terminated, shall participate
immediately upon reemployment.

.5 Return to Eligible Classification. In the event a Participant is no
longer a member of an eligible class of Employees but has not incurred a
Break-in-Service, such Employee will participate in the Plan immediately
upon returning to an eligible class of Employees. If such Participant
incurs a Break-in-Service, eligibility will be determined under the
Break-in-Service rules described above. In the event an Employee who is
not a member of an eligible class of Employees becomes a member of an
eligible class, such Employee will participate in the Plan immediately if
such Employee has satisfied the minimum age and service requirements, if
any, and would have otherwise previously become a Participant.
ARTICLE III - BENEFITS
.1 Normal Retirement Benefits. The amount of monthly retirement benefit
to be provided for each Participant who retires on his Normal Retirement
Date shall be the benefit specified in the Adoption Agreement. A
Participant's normal retirement benefit shall commence on his Normal
Retirement Date and shall be paid in the normal form unless an optional
form of benefit is selected in accordance with Article VI.
The normal retirement benefit of each Participant shall not be less than
the largest periodic benefit that would have been payable to the
Participant upon separation from service at or prior to Normal Retirement
Age under the Plan exclusive of Social Security supplements, premiums on
disability or term insurance, and the value of disability benefits not in
excess of the normal retirement benefit. For purposes of comparing
periodic benefits in the same form, commencing prior to and at Normal
Retirement Age, the greater benefit is determined by converting the benefit
payable prior to Normal Retirement Age into the same form of annuity
benefit payable at Normal Retirement Age and comparing the amount of such
annuity payments. In the case of a Top Heavy Plan, a Participant's normal
retirement benefit shall not be smaller than the minimum benefit to which
the Participant is entitled under Section 7.3.
Increases in a Participant's monthly retirement benefits resulting from a
change in compensation shall be recognized as of each Anniversary Date, but
decreases in monthly retirement benefits shall not be recognized until the
decrease in compensation has been in effect for two Plan Years.
.1 Early Retirement Benefits. If specified in the Adoption Agreement, a
Participant may elect to retire on an Early Retirement Date. In the event
that a Participant makes such an election, he shall be entitled to receive
an early retirement benefit equal to his Accrued Benefit payable at his
Normal Retirement Date. However, if a Participant so elects, he may
receive payment of an early retirement benefit commencing on or before the
first Anniversary Date coinciding with or next following his Early
Retirement Date, which early retirement benefit shall be equal to the
amount specified in Section 3.9 and in the Adoption Agreement.
If a Participant separates from service before satisfying the age
requirement for early retirement, but after satisfying the service
requirement, the Participant will be entitled to elect an early retirement
benefit upon satisfaction of such age requirement.
.1 Late Retirement Benefits. At the request of a Participant he may be
continued in employment beyond his Normal Retirement Date. The retirement
benefit provided shall be equal to the greater of (i) the Actuarial
Equivalent of the benefit to which the Participant would have been entitled
if benefits commenced at Normal Retirement Age, and (ii) his Accrued
Benefit, based on his Years of Service for benefit accrual up to his Late
Retirement Date.

.2 Disability Retirement Benefits. If specified in the Adoption
Agreement, a Participant who becomes Totally and Permanently Disabled shall
be entitled to receive a disability retirement benefit equal to the amount
specified in the Adoption Agreement. On or before the Anniversary Date
coinciding with or next following the event of a Participant's Total and
Permanent Disability, the Administrator shall direct the Trustee to
commence payment of benefits to such Participant.

.3 Death Benefits. Death benefits payable by reason of the death of a
Participant shall be paid to his Beneficiary in accordance with Article VI,
the options selected in the Adoption Agreement and the following: upon the
death of a participant subsequent to his Normal Retirement Date, but prior
to commencement of his retirement benefits, his Beneficiary shall be
entitled to a death benefit in an amount equal to the Actuarial Equivalent
of the benefit the Participant would have received at his retirement date
credited with interest subsequent to such date at the rate determined under
Section 411(c)(2)(C) of the Code, if applicable.

.4 Termination of Employment Before Retirement.

(a) When a terminated Participant has incurred a Break-in-Service, his
participation in the Plan shall cease. Subject to Section 3.2 and Article
VI, a vested Participant who terminates employment before his Normal
Retirement Date shall begin to receive his Accrued Benefit upon reaching
his Normal Retirement Date.

(b) Subject to Article VI, in the event a terminated Participant becomes
Totally and Permanently Disabled prior to his Annuity Starting Date, such
terminated Participant shall be entitled to receive the Present Value of
his vested Accrued Benefit on or before the Anniversary Date coinciding
with or next following the date of his Total and Permanent Disability.

(c) Subject to Article VI, in the event of a terminated Participant's
death prior to his Annuity Starting Date, his Beneficiary shall be entitled
to receive the Present Value of such Participant's vested Accrued Benefit
on or before the Anniversary Date coinciding with or next following the
date of his death.

(d) For the purposes of determining the Present Value of Accrued Benefit
in this regard, the interest rate assumption shall be the lesser of the
rate specified in the Adoption Agreement or the rate used by the Pension
Benefit Guaranty Corporation for calculating immediate annuities for plan
terminations.

(e) If a former Participant again becomes a Participant, such renewed
participation shall not result in duplication of benefits. Accordingly, if
he has received a distribution of his vested Accrued Benefit under the Plan
by reason of prior participation and such distribution has not been repaid
in accordance with Article VI, such Participant's service with respect to
which he has received a distribution shall be disregarded in determining
his Accrued Benefit.

.5 Limitation on Benefits.

(a) This paragraph (a), except for sub-paragraph (a)(iii), applies
regardless of whether any Participant is or has ever been a participant in
another qualified plan maintained by the Employer. If any Participant is
or has ever been a participant in another qualified plan, a welfare benefit
fund, as defined in Section 419(e) of the Code, an individual medical
account, as defined in Section 415(l)(2) of the Code or a simplified
employee pension, as defined in Section 408(k) of the Code, maintained by
the Employer, that provides an Annual Addition, paragraph (b) below is also
applicable to that Participant's benefits.
(i) The Annual Benefit otherwise payable to a Participant at any time
will not exceed the Maximum Permissible Amount. If the benefit the
Participant would otherwise accrue in a Limitation Year would produce an
Annual Benefit in excess of the Maximum Permissible Amount, the rate of
accrual will be reduced so that the Annual Benefit will equal the Maximum
Permissible Amount.
(ii) If a Participant has made nondeductible employee contributions
under the Plan, the amount of such contributions is treated as an Annual
Addition to a qualified defined contribution plan, for purposes of
sub-paragraph 3.7(a)(i) and sub-paragraph 3.7(b)(ii).
(iii) The limitation in sub-paragraph 3.7(a)(i) is deemed satisfied if
the Annual Benefit payable to a Participant is not more than $1,000
multiplied by the Participant's number of Years of Service (not to exceed
10) with the Employer, and the Employer has not at any time maintained a
defined contribution plan, a welfare benefit plan, or an individual medical
account in which such Participant participated.
(a) This paragraph (b) applies if any Participant is covered, or has ever
been covered, by another qualified plan maintained by the Employer,
including a qualified plan, a welfare benefit fund, an individual medical
account or simplified employee pension that provides an Annual Addition.
(i) If a Participant is, or has ever been, covered under more than one
defined benefit plan maintained by the Employer, the sum of the
Participant's Annual Benefits from all such plans may not exceed the
Maximum Permissible Amount. The Employer will choose in the Adoption
Agreement the method by which the plans will meet this limitation.
(ii) If the Employer maintains, or at any time maintained, one or more
qualified defined contribution plans covering any Participant in this Plan,
a welfare benefit fund, an individual medical account or a simplified
employee pension, the sum of the Participant's Defined Contribution
Fraction and Defined Benefit Fraction will not exceed 1.0 in any Limitation
Year, and the Annual Benefit otherwise payable to the Participant under
this Plan will be limited as specified in the Adoption Agreement.
(a) In the case of an individual who was a Participant in one or more
defined benefit plans of the Employer as of the first day of the first
Limitation Year beginning after December 31, 1986, the application of the
limitations of this Section shall not cause the Maximum Permissible Amount
for such individual under all such defined benefit plans to be less than
the individual's current Accrued Benefit. The preceding sentence applies
only if such defined benefit plans met the requirements of Section 415 of
the Code for all Limitation Years beginning before January 1, 1987. A
Participant's current Accrued Benefit for purposes of this paragraph (c)
shall be determined as if the Participant had separated from service as of
the close of the last Limitation Year beginning before January 1, 1987, and
shall be expressed as an annual benefit within the meaning of Section
415(b)(2) of the Code. In determining the amount of a Participant's
current Accrued Benefit the following shall be disregarded:
(i) any change in the terms and conditions of the Plan after May 5,
1986; and
(ii) any cost of living adjustments occurring after May 5, 1986.
.1 Minimum Benefits Payable. Notwithstanding the provisions of Section
3.2 and 3.4, the benefits payable to a Participant or a Beneficiary
pursuant to such Sections shall not be less than a Participant's Present
Value of Vested Accrued Benefit as of the date of distribution.

.2 Limitation on Distributions. In the event a Participant receives a
distribution of his Vested Accrued Benefit prior to his Normal Retirement
Age, the amount of the distribution shall be limited to his Vested Accrued
Benefit reduced by 1/15th for each year prior to the earlier of his Normal
Retirement Age or age 65 until age 60 and 1/30th for each year prior to age
60 until 55 and reduced actuarially for each additional year thereafter
that the Anniversary Date on which he commenced to receive his benefit
precedes his Normal Retirement Date as stated in the Adoption Agreement.

.3 No Suspension of Benefits. In the event a Participant receiving
benefits continues his employment or recommences employment with the
Employer, his benefits will continue unchanged.

.4 Payment of Benefits. Benefits under this Plan shall be paid only upon
death, disability, normal or early retirement, or termination of
employment, or upon Plan Termination.
ARTICLE IV - VESTING
.1 Vesting of Employer Provided Accrued Benefit.

(a) The vested portion of a Participant's Employer-derived Accrued Benefit
shall be a percentage of such Participant's Accrued Benefit determined on
the basis of the Participant's Years of Service according to the vesting
schedule specified in the Adoption Agreement.

(b) Notwithstanding the vesting schedule elected by the Employer in the
Adoption Agreement, a Participant's right to his Employer-derived Accrued
Benefit shall be nonforfeitable upon the attainment of Normal Retirement
Age. In addition, a Participant shall become fully vested upon satisfying
the requirements for early retirement (if applicable).

.2 Vesting Computation Periods. For purposes of determining Years of
Service and Breaks-in-Service for purposes of vesting, the computation
period is the Plan Year. For purposes of computing a Participant's vested
interest in his Accrued Benefit, Years of Service and Breaks-in-Service
shall be measured on the same computation period.

.3 Years of Service for Vesting.

(a) In the case of any Participant who has incurred a Break-in-Service,
Years of Service before such Break-in-Service will not be taken into
account until the Participant has completed a Year of Service after such
Break-in-Service.

(b) In the case of a Participant who has five or more consecutive
Breaks-in-Service, his pre-break Years of Service will count in vesting of
his post-break Employer-derived Accrued Benefit only if either:
(i) such Participant had any nonforfeitable interest in his Accrued
Benefit attributable to Employer contributions at the time of his
separation from service, or
(ii) upon returning to service the number of consecutive
Breaks-in-Service is less than the number of Years of Service.
.1 Amendment of Vesting Schedule.

(a) If the Plan's vesting schedule is amended or the Plan is amended in
any way that directly or indirectly affects the computation of a
Participant's nonforfeitable Accrued Benefit, or if the Plan is deemed
amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three Years of Service with the Employer may
elect within a reasonable period after the adoption of the amendment or
change, to have his nonforfeitable percentage computed under the Plan
without regard to such amendment or change. For Participants who do not
have at least one Hour of Service in any Plan Year beginning after December
31, 1988, the preceding sentence shall be applied by substituting "five
Years of Service" for "three Years of Service" where such language appears.
The period during which the election may be made shall commence with the
date the amendment is adopted or deemed to be made and shall end on the
latest of:
(i) 60 days after the amendment is adopted;
(ii) 60 days after the amendment becomes effective; or
(iii) 60 days after the Participant is issued written notice of the
amendment by the Employer or Administrator.
(a) No amendment to the Plan (including a change in the actuarial basis
for determining optional or early retirement benefits) shall be effective
to the extent that it has the effect of decreasing a Participant's Accrued
Benefit. Notwithstanding the preceding sentence, a Participant's Accrued
Benefit may be reduced to the extent permitted under Section 412(c)(8) of
the Code. For purposes of this paragraph, a Plan amendment which has the
effect of (i) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, or (ii) eliminating an optional form of benefit,
with respect to benefits attributable to service before the amendment,
shall be treated as reducing accrued benefits. In the case of a
retirement-type subsidy, the preceding sentence shall apply only with
respect to a Participant who satisfies (either before or after the
amendment) the preamendment conditions for the subsidy. In general, a
retirement-type subsidy is a subsidy that continues after retirement, but
does not include a qualified disability benefit, a medical benefit, a
social security supplement, or a death benefit. Furthermore, if the
vesting schedule of the Plan is amended, in the case of an Employee who is
a Participant as of the later of the date such amendment is adopted or the
date it becomes effective, the nonforfeitable percentage (determined as of
such date) of such Employee's Employer-derived Accrued Benefit will not be
less than the percentage computed under the Plan without regard to such
amendment.

.2 Forfeitures. The nonvested portion of a Participant's Accrued Benefit
shall be forfeited upon the distribution of the Participant's entire vested
Accrued Benefit. All such forfeitures shall be used only to reduce future
costs of the Plan. If a Participant who has received a distribution of his
vested Accrued Benefit thereafter again becomes an Employee, any forfeited
portion of such Participant's Accrued Benefit shall be restored subject to
the repayment provisions of Article VI and shall become vested, if at all,
in accordance with this Article IV.
ARTICLE V - CONTRIBUTION AND VALUATION
.1 Employer Contributions.

(a) No contribution shall be required under the Plan from any Participant.
The Employer shall pay to the Trustee from time to time such amounts as the
Administrator and Employer shall determine to be necessary to provide the
benefits under the Plan determined by the application of accepted actuarial
methods and assumptions. The Employer shall endeavor to make its
contributions in quarterly installments in accordance with Section 412(m)
of the Code. The method of funding shall be consistent with Plan
objectives. However, the Employer may pay such contributions as
appropriate directly to the Insurer, and such payment shall be deemed a
contribution to the Plan to the same extent as if the payment had been made
to the Trustee.

(b) Notwithstanding anything herein to the contrary, if the Commissioner
of Internal Revenue Service or his delegate should determine that the Plan
does not initially qualify as a tax-exempt plan under Sections 401 and 501
of the Code, and such determination is not contested, or if contested, is
finally upheld, any contribution made incident to that initial
qualification by the Employer must be returned to the Employer within one
year after the date the initial qualification is denied.

(c) In the case of a contribution which is made by a mistake of fact, such
contribution shall be returned to the Employer within one year after the
payment of the contribution.

(d) Notwithstanding any provisions to the contrary, any contribution by
the Employer to the Trust Fund is conditioned upon the deductibility of the
contribution by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may within one year following a final
determination of the disallowance, whether by agreement with the Internal
Revenue Service or by final decision of a court of competent jurisdiction,
demand repayment of such disallowed contribution and the Trustee shall
return such contribution within one year following the disallowance.

.2 Actuarial Methods. In establishing the liabilities under the Plan and
contributions thereto, the enrolled actuary will use such methods and
assumptions as will reasonably reflect the cost of the benefits. The Plan
assets are to be valued on the basis of any reasonable method of valuation
that takes into account fair market value pursuant to regulations
prescribed by the Secretary of Treasury. A determination of experience
gains and losses and a valuation of the Plan's assets and liabilities shall
be made at least once each Plan Year.

.3 Rollover Contributions.

(a) If specified in the Adoption Agreement and with the consent of the
Administrator, amounts may be transferred from other qualified plans or
individual retirement accounts in accordance with Section 402 or Section
408 of the Code. The amounts transferred shall be considered an additional
Accrued Benefit and set up in a separate account herein referred to as a
Participant's Rollover Account. Amounts in a Participant's Rollover
Account shall be held by the Trustee pursuant to the provisions of the
Plan, and such amounts shall not be subject to forfeiture for any reason
and may not be withdrawn by or distributed to the Participant, in whole or
in part, except as provided in paragraph (b) below.

(b) At his Normal Retirement Date, or such other date when the Participant
or his Beneficiary shall be entitled to receive benefits, the Participant's
Rollover Account shall be used to provide additional benefits to the
Participant or Beneficiary.

(c) The Accrued Benefit under this Section shall be the balance of a
Participant's Rollover Account as of any applicable date. Unless the
Administrator directs that the Participant's Rollover Account be segregated
into a separate account for such Participant it shall be invested as part
of the general Trust Fund and shall share in any income earned thereon, any
investment gains and losses attributable thereto, less any expenses.

(d) The Administrator may direct that employee rollover contributions made
after the first month of the Plan Year pursuant to this Section be
segregated into a separate account for each Participant in Fidelity Cash
Reserves, a money market mutual fund, until the first day of the following
Plan Year (or the first day following any interim "valuation date"), at
which time they shall be invested in accordance with paragraph (c) above.

(e) All amounts allocated to a Participant's Rollover Account may be
treated as a Directed Investment Account pursuant to Section 5.4.

.4 Directed Investment Account.

(a) If permitted in the Adoption Agreement all Participants may direct the
Trustee as to the investment of all or a portion of their Rollover Account.
Participants may direct the Trustee in writing to invest all or a portion
of their Rollover Account in specific investments permitted under Section
9.2 and other applicable provisions of the Plan. To the extent so
directed, the Trustees are relieved of their fiduciary responsibilities as
provided in Section 404 of ERISA. That portion of the Rollover Account of
any Participant so directing will thereupon be considered a Directed
Investment Account which shall not share in Trust Fund earnings. Directed
investment in "collectibles" as defined in Code Section 408(m) shall not be
permitted.

(b) A separate Directed Investment Account shall be established for each
Participant who has directed an investment. Transfers between the
Participant's regular account and his Directed Investment Account shall be
charged and credited as the case may be to each account. The Directed
Investment Account shall not share in Trust Fund earnings, but shall be
charged or credited as appropriate with the net earnings, gains, losses and
expenses as well as appreciations or depreciations in market value during
each Plan Year attributable to such account. Such amounts shall not be
considered in determining Trust Fund gains or losses.
ARTICLE VI - DISTRIBUTION OF BENEFITS
.1 Cash-Out Provisions. If a Participant terminates service, and the
Present Value of the Participant's vested Accrued Benefit derived from
Employer and Employee contributions is not greater than $3,500, the
Employee will receive a distribution of the present value of the entire
vested portion of such Accrued Benefit and the non-vested portion will be
treated as a forfeiture. For purposes of this Section, if the present
value of a Participant's vested Accrued Benefit is zero, the Participant
shall be deemed to have received a distribution of such vested Accrued
Benefit.

.2 Immediate Distributions. If a Participant terminates service, and the
Present Value of the Participant's vested Accrued Benefit derived from
Employer and Employee contributions exceeds (or at the time of any prior
distribution exceeded) $3,500, and the Accrued Benefit is immediately
distributable, the Participant and the Participant's spouse must consent to
any distribution of such Accrued Benefit. In accordance with the
provisions of Section 6.5, the consent of the Participant and the
Participant's spouse shall be obtained in writing within the 90-day period
ending on the Annuity Starting Date. The Plan Administrator shall notify
the Participant and the Participant's spouse of the right to defer any
distribution until the Participant's Accrued Benefit is no longer
immediately distributable. An Accrued Benefit is immediately distributable
if any part of the Accrued Benefit could be distributed to the Participant
(or surviving spouse) before the Participant attains (or would have
attained if not deceased) the later of Normal Retirement Age or age 62.
Notwithstanding the foregoing, only the Participant need consent to the
commencement of a distribution in the form of a Qualified Joint and
Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy
Section 401(a)(9) or Section 415 of the Code.
If a Participant receives a distribution pursuant to this Section and the
Participant resumes covered employment under the Plan, he shall have the
right to restore his Employer-provided Accrued Benefit (including all
optional forms of benefits and subsidies relating to such benefits) to the
extent forfeited upon the repayment to the Plan of the full amount of the
distribution plus interest, compounded annually from the date of
distribution at the rate determined for purposes of Section 411(c) of the
Code. Such repayment must be made before the earlier of five years after
the first date on which the Participant is subsequently reemployed by the
Employer, or the date the Participant incurs five consecutive
Breaks-in-Service following the date of distribution. If a Participant is
deemed to receive a distribution pursuant to Section 6.1, and the
Participant resumes employment covered under the Plan before the date the
Participant incurs five consecutive Breaks-in-Service, upon the
reemployment of such Participant, the Employer-provided Accrued Benefit
will be restored to the amount of such Accrued Benefit on the date of the
deemed distribution.
.1 Commencement of Benefits. Unless the Participant elects otherwise,
distribution of benefits will begin no later than the 60th day after the
latest of the close of the Plan Year in which:

(a) the Participant attains age 65 or Normal Retirement Age, if earlier;

(b) occurs the 10th anniversary of the year in which the Participant
commenced participation in the Plan; or

(c) the Participant terminates service with the Employer.
Notwithstanding the foregoing, the failure of a Participant and spouse to
consent to a distribution while a benefit is immediately distributable,
within the meaning of Section 6.2 of the Plan, shall be deemed to be an
election to defer commencement of payment of any benefit sufficient to
satisfy this Section.
.1 Normal Form of Benefit. Subject to Section 6.5, the normal form of
benefit from the Plan shall be a straight life annuity. The term "straight
life annuity" means an annuity payable in equal installments for the life
of the Participant that terminates upon the Participant's death. The
amount of any other form of benefit under the terms of the Plan will be the
Actuarial Equivalent of the Participant's Accrued Benefit in the normal
form commencing at Normal Retirement Age.

.2 Qualified Joint and Survivor Annuities.

(a) Unless an optional form of benefit is selected pursuant to a Qualified
Election within the 90-day period ending on the Annuity Starting Date, a
married Participant's vested Accrued Benefit will be paid in the form of a
Qualified Joint and Survivor Annuity.

(b) The Plan Administrator shall provide each Participant no less than 30
days and no more than 90 days prior to the Annuity Starting Date a written
explanation of: (i) the terms and conditions of a Qualified Joint and
Survivor Annuity; (ii) the Participant's right to make and the effect of
an election to waive the Qualified Joint and Survivor Annuity form of
benefit; (iii) the rights of a Participant's spouse; (iv) the right to
make, and the effect of, a revocation of a previous election to waive the
Qualified Joint and Survivor Annuity; and (v) the relative values of the
various optional forms of benefit under the Plan.

.3 Qualified Preretirement Survivor Annuities.

(a) Subject to Section 6.1, if a married Participant who is vested in his
Accrued Benefit dies before his Annuity Starting Date, his spouse, if
living on his date of death, shall receive a Qualified Preretirement
Survivor Annuity, unless, pursuant to a Qualified Election, the Participant
waived the Qualified Preretirement Survivor Annuity and his spouse
consented to such waiver during the Election Period.

(b) Subject to Section 6.1, if the Participant dies after reaching the
earliest date on which he could have retired under the Plan, the surviving
spouse's Qualified Preretirement Survivor Annuity shall commence within a
reasonable period after the Participant's death; provided, however, that if
the Participant dies before reaching his Normal Retirement Date, the spouse
may elect to defer the payment of benefits until the first day of the month
following the date on which the Participant would have reached his Normal
Retirement Date. If the Participant dies before reaching the earliest date
on which he could have retired under the Plan, the Qualified Preretirement
Survivor Annuity shall begin on the date that would have been the earliest
date on which the Participant could have retired under the Plan, or such
later date as the spouse may elect, but no later than the date on which the
Participant would have reached his Normal Retirement Date. The actuarial
value of benefits that commence later than the date on which payments would
have been made to the surviving spouse under a Qualified Joint and Survivor
Annuity in accordance with this provision shall be adjusted to reflect the
delayed payment so that they will be the Actuarial Equivalent of benefits
beginning on such earlier date.

(c) The Plan Administrator shall provide each Participant within the
Applicable Period, a written explanation of: (i) the terms and conditions
of the spouse's Qualified Preretirement Survivor Annuity; (ii) the right of
the Participant to waive the spouse's Qualified Preretirement Survivor
Annuity; and (iii) the rights of the Participant's spouse with respect to
such waiver. If the Participant waives the spouse's Qualified
Preretirement Survivor Annuity, the Participant's benefit shall be paid in
one of the alternate forms available under the Plan.

(d) In the event there is an election to waive the spouse's Qualified
Preretirement Survivor Annuity, and for death benefits in excess of the
Qualified Preretirement Survivor Annuity, such benefits shall be paid as
directed by the Participant:
(i) to his spouse, in one of the optional forms available under the
Plan, beginning as soon as administratively practicable following the date
of the Participant's death, or at such later time elected by the surviving
spouse, beginning no later than December 31 of the year in which the
Participant would have reached his Normal Retirement Date had he lived; or
(ii) to a designated Beneficiary other than his spouse in one of the
optional forms available under the Plan, beginning no later than December
31 of the year following the year of the Participant's death.
(a) In the event there is a waiver of the Qualified Preretirement Survivor
Annuity and an election to receive such benefit in the form of installment
payments, then upon the death of the Participant, the Administrator shall
direct the Trustee to segregate the Participant's Accrued Benefit into a
separate Trust Fund and the Trustee shall invest such segregated Trust Fund
separately and the funds accumulated in such Trust Fund shall be used for
the payment of such installments. The Administrator, in its sole
discretion, may direct the Trustee, to at any time, purchase for the
benefit of the Participant's Beneficiary, an annuity with all amounts held
in the segregated Trust Fund.

.2 Optional Forms of Payment. Subject to the spousal consent requirements
(if applicable) and in lieu of the normal form of benefit payment provided
for in the Plan, a Participant may elect one of the following forms of
benefit payment, each of which shall be the Actuarial Equivalent of the
normal form of benefit payment, as described in Section 6.4:

(a) A single lump-sum payment in cash or property;

(b) Payments over a period certain in monthly, quarterly, semiannual or
annual cash installments. The period over which such payment is to be made
shall not extend beyond the Participant's life expectancy (or the life
expectancy of the Participant and his designated Beneficiary).

(c) Purchase of an Annuity. However, such annuity may not be in any form
that will provide payments over a period extending beyond either the life
of the Participant (or the lives of the Participant and his designated
Beneficiary) or the life expectancy of the Participant (or the life
expectancy of the Participant and his designated Beneficiary). The terms
of any annuity purchased and distributed to a Participant or Beneficiary
must comply with the requirements of this Plan and must be nontransferable.

.3 Required Distributions. The requirements of this Section will apply to
any distribution of a Participant's interest and will take precedence over
any inconsistent provisions of this Plan.

(a) All distributions required under this Section shall be determined and
made in accordance with Section 401(a)(9) of the Code and the regulations
promulgated thereunder, including the incidental benefit requirement.

(b) The entire interest of a Participant must be distributed or begin to
be distributed no later than the Participant's Required Beginning Date.

(c) Distributions, if not made in a single-sum, may only be made over one
of the following periods (or a combination thereof):
(i) the life of the Participant;
(ii) the life of the Participant and a designated Beneficiary;
(iii) a period certain not extending beyond the life expectancy of the
Participant; or
(iv) a period certain not extending beyond the joint and last survivor
expectancy of the Participant and a designated Beneficiary.
.1 Death Distribution Provisions.

(a) If a Participant dies after distribution of his Accrued Benefit has
begun, the remaining portion of his Accrued Benefit will continue to be
distributed at least as rapidly as under the method of distribution being
used prior to the Participant's death.

(b) If a Participant dies before distribution of his Accrued Benefit
begins, distribution of the Participant's entire Accrued Benefit shall be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death except to the extent that an
election is made to receive distributions in accordance with (i) or (ii)
below:
(i) if any portion of the Participant's interest is payable to a
designated Beneficiary, distributions may be made over the life or over a
period certain not greater than the life expectancy of the designated
Beneficiary commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died;
(ii) if the designated Beneficiary is the Participant's surviving
spouse, the date distributions are required to begin in accordance with (i)
above shall not be earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year in which the
Participant died and (2) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.
The Participant's designated Beneficiary must elect the method of
distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section,
or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the Participant. If the Participant
has no designated Beneficiary, or if the designated Beneficiary does not
elect a method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year containing
the fifth anniversary of the Participant's death.
For purposes of this Section, if the surviving spouse dies after the
Participant, but before payments to such spouse begin, the provisions of
this Section, with the exception of sub-paragraph b(ii), shall be applied
as if the surviving spouse were the Participant. For purposes of this
Section, any amount paid to a child of a Participant will be treated as if
it had been paid to the surviving spouse if the amount becomes payable to
the surviving spouse when the child reaches the age of majority.
.1 Life Expectancy. Life expectancy and joint and last survivor
expectancy shall be computed using the return multiples in Tables V and VI
of Section 1.72-9 of the Treasury Regulations. Life expectancy of a
Participant and a Participant's spouse may be recalculated, but not more
frequently than annually.

.2 Transitional Rule. Notwithstanding the other provisions of this
Article VI and subject to Section 6.5, distribution on behalf of any
Participant, including a Five-Percent Owner, may be made in accordance with
all of the following requirements, regardless of when such distribution
commences:

(a) the distribution is one which would not have disqualified the Plan
under Section 401(a)(9) of the Code as in effect prior to amendment by the
Deficit Reduction Act of 1984;

(b) the distribution is in accordance with a method of distribution
designated by the Participant whose interest in the Plan is being
distributed or, if the Participant is deceased, by a Beneficiary of such
Participant;

(c) such designation was in writing, was signed by the Participant or the
Beneficiary, and was made before January 1, 1984;

(d) the Participant had accrued a benefit under the Plan as of December
31, 1983; and

(e) the method of distribution designated by the Participant or the
Beneficiary specifies the time at which distribution will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the Beneficiaries of the
Participant listed in order of priority.
A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required information
described above with respect to the distributions to be made upon the death
of the Participant.
For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Participant, or the Beneficiary, to
whom such distribution is being made, will be presumed to have designated
the method of distribution under which the distribution is being made if
the method of distribution was specified in writing and the distribution
satisfies the requirements in paragraph (a) and (e) above.
If a designation is revoked, any subsequent distribution must satisfy the
requirements of Section 401(a)(9) of the Code and the regulations
thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the Plan must distribute by the end of
the calendar year following the calendar year in which the revocation
occurs the total amount not yet distributed which would have been
distributed to satisfy Section 401(a)(9) of the Code and the regulations
thereunder, but for the provisions of this Section. Any changes in the
designation will be considered to be a revocation of the designation.
However, the substitute or addition of another Beneficiary under the
designation shall not be considered to be a revocation of the designation,
so long as such substitution or addition does not alter the period over
which distributions are to be made under the designation, either directly
or indirectly.
.1 Eligible Rollover Distributions.

(a) This Section applies to distributions made on or after January 1,
1993. Notwithstanding any provisions of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a
distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee
in a direct rollover.

(b) An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated Beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and the
portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation
with respect to employer securities).

(c) An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to
the surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

(d) A distributee includes an Employee or former Employee. In addition,
the Employee's or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse or former
spouse.

(e) A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.
ARTICLE VII - TOP HEAVY PROVISIONS
.1 Top Heavy Plan Requirements.
Unless the Employer elects in the Adoption Agreement to satisfy the
Top-Heavy Plan requirements in each Plan Year, the Plan shall,
notwithstanding any other provisions in the Plan to the contrary, satisfy
the requirements of this Section for each Plan Year in which the Plan is a
Top-Heavy Plan.
.1 Minimum Vesting.
For any Plan Year in which this Plan is a Top-Heavy Plan, one of the
minimum vesting schedules as elected by the Employer in the Adoption
Agreement will automatically apply to the Plan. The minimum vesting
schedule applies to all benefits within the meaning of Section 411(a)(7) of
the Code except those attributable to Employee contributions, including
benefits accrued before the effective date of Section 416 of the Code and
benefits accrued before the Plan become a Top-Heavy Plan. Further, no
decrease in a Participant's nonforfeitable percentage may occur in the
event the Plan's status as a Top-Heavy Plan changes for any Plan Year.
However, this provision does not apply to the Accrued Benefit of any
Employee who does not have an Hour of Service after the Plan has initially
become a Top-Heavy Plan and such Employee's Accrued Benefit attributable to
Employer contributions and forfeitures will be determined without regard to
this provision. The minimum Accrued Benefit provided for in Section 7.3
below (to the extent required to be nonforfeitable under Section 416(b) of
the Code) may not be forfeited under Section 411(a)(3)(B) or Section
411(a)(3)(D) of the Code.
.1 Minimum Accrued Benefit.
Unless a Participant is covered under another qualified plan or plans of
the Employer and the Employer has specified in the Adoption Agreement that
the minimum contribution or benefit requirement applicable to a Top-Heavy
Plan shall be met in such other plan or plans, then for any Plan Year in
which this Plan is a Top-Heavy Plan:
(a) Each Participant who is not a Key Employee and has completed 1,000
Hours of Service will accrue a benefit (to be provided solely by Employer
contributions and expressed as a life annuity commencing at Normal
Retirement Age) of not less than two percent of his highest average
Compensation for the five consecutive years for which the Participant had
the highest Compensation. The aggregate Compensation for the years during
such five-year period in which the Participant was credited with a Year of
Service will be divided by the number of such years in order to determine
average annual Compensation. The minimum accrual is determined without
regard to any Social Security contribution. The minimum accrual applies
even though under other Plan provisions the Participant would not otherwise
be entitled to receive an accrual, or would have received a lesser accrual
for the year because (i) the Non-Key Employee fails to make mandatory
contributions to the Plan, (ii) the Non-Key Employee's Compensation is less
than a stated amount, (iii) the Non-Key Employee is not employed on the
last day of the accrual computation period, or (iv) the Plan is integrated
with Social Security.

(b) No additional benefit accruals shall be provided pursuant to paragraph
(a) above to the extent that the total accruals on behalf of the
Participant attributable to Employer contributions will provide a benefit
expressed as a life annuity commencing at Normal Retirement Age that equals
or exceeds 20 percent of the Participant's highest average Compensation for
the five consecutive years for which the participant had the highest
Compensation.

(c) All accruals of Employer derived benefit, whether or not attributable
to years for which the Plan is a Top-Heavy Plan, may be used in computing
whether the minimum accrual requirements of paragraph (b) above are
satisfied.

(d) If the form of benefit is other than a single life annuity, the
Employee must receive an amount that is the Actuarial Equivalent of the
minimum single life annuity benefit. If the benefit commences at a date
other than at Normal Retirement Age, the Employee must receive at least an
amount that is the Actuarial Equivalent of the minimum single life annuity
benefit commencing at Normal Retirement Age.
ARTICLE VIII - PLAN ADMINISTRATION
.1 Powers and Responsibilities of the Employer.

(a) The Employer shall be empowered to establish the Trust and to appoint
and remove the Trustee and the Administrator from time to time as it deems
necessary.

(b) The Employer shall establish a funding policy and method consistent
with the objectives of the Plan. The Employer or its delegate shall
communicate such funding policy to the Trustee, who shall coordinate such
funding policy with the Plan's investment policy. The communication of
such funding policy and method shall not, however, constitute a directive
to the Trustee as to investment of the Trust Funds. Such funding policy
and method shall be consistent with the objectives of this Plan and with
the requirements of Title I of ERISA.

(c) The Employer may in its discretion appoint an Investment Manager to
manage all or a designated portion of the assets of the Plan. In such
event, the Trustee shall follow the directive of the Investment Manager in
investing the assets of the Plan managed by the Investment Manager.

(d) The Employer shall periodically review the performance of any
fiduciary or other person to whom duties have been delegated or allocated
by it under the provisions of this Plan or pursuant to procedures
established hereunder. This requirement may be satisfied by formal
periodic review by the Employer or by a qualified person specifically
designated by the Employer, through day-to-day conduct and evaluation, or
through other appropriate means.

.2 Assignment and Designation of Administrative Authority. The Employer
shall appoint one or more Administrators. Any person, including, but not
limited to, the Employees of the Employer, shall be eligible to serve as an
Administrator. Any person so appointed shall signify his acceptance by
filing written acceptance with the Employer. An Administrator may resign
by delivering his written resignation to the Employer or be removed by the
Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.
The Employer, upon the resignation or removal of an Administrator, shall
promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as
the Administrator.
.1 Allocation and Delegation of Responsibilities. If more than one person
is appointed as Administrator, the responsibilities of each Administrator
may be specified by the Employer and accepted in writing by each
Administrator. In the event that no such delegation is made by the
Employer, the Administrators may allocate the responsibilities among
themselves, in which event the Administrators shall notify the Employer and
the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation
of such designation.

.2 Powers, Duties and Responsibilities. The primary responsibility of the
Administrator is to administer the Plan for the exclusive benefit of the
Participants and their Beneficiaries, subject to the specific terms of the
Plan. The Administrator shall administer the Plan in accordance with its
terms and shall have the power to determine all questions arising in
connection with the administration, interpretation, and application of the
Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures,
correct any defect, supply any information, or reconcile any inconsistency
in such manner and to such extent as shall be deemed necessary or advisable
to carry out the purpose of the Plan provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied
and shall be consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Section 401(a) of the Code as
amended from time to time, and shall comply with the terms of ERISA and all
regulations issued pursuant thereto. The Administrator shall have all
powers necessary or appropriate to accomplish his duties under the Plan.

.3 Records and Reports. The Administrator shall keep a record of all
actions taken and shall keep all other books of account, records, and other
data that may be necessary for proper administration of the Plan and shall
be responsible for supplying all information and reports to the Internal
Revenue Service, Department of Labor, Participants, Beneficiaries and
others as required by law.

.4 Appointment of Advisers. The Administrator, or the Trustee with the
consent of the Administrator, may appoint counsel, specialists, and
advisers, and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan.

.5 Information from Employer. To enable the Administrator to perform his
functions, the Employer shall supply full and timely information to the
Administrator on all matters relating to the Compensation of all
Participants, their Hours of Service, their Years of Service, their
retirement, death, disability, or termination of employment, and such other
pertinent facts as the Administrator may require; and the Administrator
shall advise the Trustee of such of the foregoing facts as may be pertinent
to the Trustee's duties under the Plan. The Administrator may rely upon
such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

.6 Payment of Expenses. All expenses of administration may be paid out of
the Trust Fund unless paid by the Employer. Such expenses shall include
any expenses incident to the functioning of the Administrator, including,
but not limited to, fees of accountants, counsel, and other specialists,
and other costs of administering the Plan. Until paid, the expenses shall
constitute a liability of the Trust Fund. However, the Employer may
reimburse the Trust for any administration expense incurred pursuant to the
above. Any administration expense paid to the Trust as a reimbursement
shall not be considered as an Employer contribution.

.7 Majority Actions. Except where there has been an allocation and
delegation of administrative authority pursuant to Section 8.3, if there
shall be more than one Administrator, they shall act by a majority of their
number, but may authorize one or more of them to sign all papers on their
behalf.

.8 Claims Procedure. Claims for benefit under the Plan may be filed with
the Administrator on forms supplied by the Employer. Written notice of the
disposition of a claim shall be furnished to the claimant within 90 days
after the application thereof is filed. In the event the claim is denied,
the reasons for the denial shall be specifically set forth in the notice in
language calculated to be understood by the claimant, pertinent provisions
of the Plan shall be cited, and, where appropriate, an explanation as to
how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

.9 Claims Review Procedure. Any Employee, former Employee, or Beneficiary
of either, who has been denied a benefit by a decision of the Administrator
shall be entitled to request the Administrator to give further
consideration to his claim by filing with the Administrator a written
request for a hearing. Such request, together with a written statement of
the reasons why the claimant believes his claim should be allowed, shall be
filed with the Administrator no later than 60 days after receipt of the
written notification of a denial of a claim. The Administrator shall then
conduct a hearing within the next 60 days, at which the claimant may be
represented by an attorney or any other representative of his choosing and
at which the claimant shall have an opportunity to submit written and oral
evidence and arguments in support of his claim. At the hearing (or prior
thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all
documents in the possession of the Administrator which are pertinent to the
claim at issue and its disallowance. Either the claimant or the
Administrator may cause a court reporter to attend the hearing and record
the proceedings. In such event, a complete written transcript of the
proceedings shall be furnished to both parties by the court reporter. The
full expense of any such court reporter and such transcripts shall be borne
by the party causing the court reporter to attend the hearing. A final
decision as to the allowance of the claim shall be made by the
Administrator within 60 days of receipt of the appeal (unless there has
been an extension due to special circumstances, provided the delay and the
special circumstances occasioning it are communicated to the claimant
within the 60 day period). Such communication shall be written in a manner
calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

.10 Distribution for Minor Beneficiary. In the event a distribution is to
be made to a minor, then the Administrator may, in the Administrator's sole
discretion, direct that such distribution be paid to the legal guardian, or
if none, to a parent of such Beneficiary, a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such
Beneficiary under the Uniform Gifts to Minors Act or Gifts to Minors Act,
if such is permitted by the laws of the state in which said Beneficiary
resides, so long as such person has a legal right to receive payments on
behalf of the minor. Such a payment to the legal guardian or parent of a
minor Beneficiary shall fully discharge the Trustee, Employer, and Plan
from further liability on account thereof.
ARTICLE IX - TRUST PROVISIONS
.1 Basic Responsibility of the Trustee. The Trustee shall have the
following categories of responsibilities:

(a) Consistent with the funding policy and method determined by the
Employer to invest, manage, and control the Plan assets subject, however,
to the direction of an Investment Manager if the Employer should appoint
such manager as to all or a portion of the assets of the Plan;

(b) At the direction of the Administrator, to pay benefits required under
the Plan to be paid to Participants, or, in the event of their death, to
their Beneficiaries;

(c) To maintain records of receipts and disbursements and furnish to the
Employer and/or Administrator for each Fiscal Year a written annual report.
If there shall be more than one Trustee, they shall act by a majority of
their number, but may authorize one or more of them to sign papers on their
behalf.
.1 Investment Powers and Duties of the Trustee. The Trustee shall invest
and reinvest the Trust Fund and keep the Trust Fund invested without
distinction between principal and income, in such Registered Investment
Company Shares (as hereinafter defined), other securities available through
Fidelity Brokerage Services, Inc. and cleared through National Financial
Services Corporation, or any other assets acceptable to the Trustee and
approved by the Sponsoring Organization. The Trustee shall at all times in
making investments of the Trust Fund consider, among other factors, the
short and long-term financial needs of the Plan on the basis of information
furnished by the Employer. In making such investments, the Trustee shall
not be restricted to securities or other property of the character
expressly authorized by the applicable law for trust investments; however,
the Trustee shall give due regard to any limitations imposed by the Code or
ERISA so that at all times this Plan may qualify as a qualified Plan and
Trust. "Registered Investment Company Shares" shall mean the shares, trust
certificates, partnership interests or other evidences of ownership in any
one or more corporations, trusts or partnerships registered under the
Investment Company Act of 1940 for which Fidelity Management & Research
Company or any of its successors or affiliates serves as investment
adviser.

.2 Other Powers of the Trustee. The Trustee, in addition to all powers
and authorities under common law, statutory authority, including ERISA, and
other provisions of the Plan, but subject to Section 9.2 of the Plan, shall
have the following powers and authorities, to be exercised in the Trustee's
sole discretion:

(a) To purchase, or subscribe for, any securities or other property and to
retain the same;

(b) To sell, exchange, convey, transfer, grant options to purchase, or
otherwise dispose of any securities or other property held by the Trustee,
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
to inquire into the validity, expediency, or propriety of any such sale or
other disposition, with or without advertisement;

(c) To vote upon any stocks, bonds, or other securities; to give general
or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights or
other options, and to make any payments incidental thereto; to oppose, or
to consent to, or otherwise participate in, corporate reorganizations or
other changes affecting corporate securities, and to delegate discretionary
powers, and to pay any assessments or charges in connection therewith; and
generally to exercise any of the powers of an owner with respect to stocks,
bonds, securities, or other property;

(d) To cause any securities or other property to be registered in the
Trustee's own name or in the name of one or more of the Trustee's nominees,
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 Fund;

(e) To borrow or raise money for the purposes of the Plan in such amount,
and upon such terms and conditions, as the Trustee shall deem advisable;
and for any sum so borrowed, to issue a promissory note as Trustee, and to
secure the repayment thereof by pledging all, or any part, of the Trust
Fund; and no person lending money to the Trustee shall be bound to see to
the application of the money lent or to inquire into the validity,
expediency, or propriety of any borrowing;

(f) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interests of the
Plan, without liability for interest thereon;

(g) To accept and retain for such time as it may deem advisable any
securities or other property received or acquired by it as Trustee
hereunder, whether or not such securities or other property would normally
be purchased as investments hereunder;

(h) To make, execute, acknowledge, and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;

(i) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits or
legal or administrative proceedings, and to represent the Plan in all suits
and legal and administrative proceedings;

(j) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be
agent or counsel for the Employer;

(k) To apply for and procure from responsible insurance companies, to be
selected by the Administrator, as an investment of the Trust Fund such
annuity contracts as the Administrator shall deem proper; to exercise, at
any time or from time to time, whatever rights and privileges may be
granted under such annuity contracts; to collect, receive, and settle for
the proceeds of all such annuity, or other contracts as and when entitled
to do sounder the provisions thereof;

(l) Except as hereinafter expressly authorized, the Trustee is prohibited
from selling or purchasing stock options. The Trustee is expressly
authorized to write and sell call options under which the holder of the
option has the right to purchase shares of stock held by the Trustee as a
part of the assets of this Trust, if such options are traded on and sold
through a national securities exchange registered under the Securities
Exchange Act of 1934, as amended, which exchange has been authorized to
provide a market for option contracts pursuant to Rule 9B-1 promulgated
under such Act, and so long as the Trustee at all times up to and including
the time of exercise or expiration of any such option holds sufficient
stock in the assets of this Trust to meet the obligations under such option
if exercised. In addition, the Trustee is expressly authorized to purchase
and acquire call options for the purchase of shares of stock covered by
such options if the options are traded on and purchased through a national
securities exchange as described in the immediately preceding sentence, and
so long as any such option is purchased solely in a closing purchase
transaction, meaning the purchase of an exchange traded call option the
effect of which is to reduce or eliminate the obligations of the Trustee
with respect to a stock option contract or contracts which it has
previously written and sold in a transaction authorized under the
immediately preceding sentence;

(m) To deposit monies in federally insured savings accounts or
certificates of deposit in banks or savings and loan associations;

(n) To pool all or any of the Trust Fund, from time to time, with assets
belonging to any other qualified employee pension benefit trust created by
the Employer or an affiliated company of the Employer, and to commingle
such assets and make joint or common investments and carry joint accounts
on behalf of this Plan and such other trust or trusts, allocating undivided
shares or interests in such investments or accounts or any pooled assets of
the two or more trusts in accordance with their respective interests;

(o) To do all such acts and exercise all such rights and privileges,
although not specifically mentioned herein, as the Trustee may deem
necessary to carry out the purposes of the Plan.

(p) Directed Investment Account. The powers granted to the Trustee shall
be exercised in the sole fiduciary discretion of the Trustee. However, if
Participants are so empowered by the Employer, each Participant may direct
the Trustee to separate and keep separate all of his Rollover Account; and
further each Participant is authorized and empowered, in his sole and
absolute discretion, to give directions to the Trustee in such form as the
Trustee may require concerning the investment of the Participant's Directed
Investment Account in any one or more of the investments permitted in
Section 9.2. Neither the Trustee nor any other persons including the
Administrator shall be under any duty to question any such direction of the
Participant or to review any securities or other property, or to make any
suggestions to the Participant in connection therewith, and the Trustee
shall comply as promptly as practicable with directions given by the
Participant hereunder. Any such direction may be of a continuing nature or
otherwise and may be revoked by the Participant at any time in such form as
the Trustee may require. The Trustee shall not be responsible or liable
for any loss or expense which may arise from or result from compliance with
any directions from the Participant nor shall the Trustee be responsible
for, or liable for, any loss or expense which may result from the Trustee's
refusal or failure to comply with any directions from the Participant. The
Trustee may refuse to comply with any direction from the Participant in the
event the Trustee, in its sole and absolute discretion, deems such
directions improper by virtue of applicable law. Any costs and expenses
related to compliance with the Participant's directions shall be borne by
the Participant's Directed Investment Account.
Upon the written direction of the Administrator, the Trustee shall
transfer some or all of the assets held under the Trust to another
qualified plan or trust meeting the requirements of the Code.
.1 Duties of the Trustee Regarding Payments. At the direction of the
Administrator, the Trustee shall, from time to time, in accordance with the
terms of the Plan, make payments out of the Trust Fund. The Trustee shall
not be responsible in any way for the application of such payments.

.2 Trustee's Compensation and Expenses and Taxes. The Trustee shall be
paid such reasonable compensation as shall from time to time be agreed upon
in writing by the Employer and the Trustee. An individual serving as
Trustee who already receives full-time pay from the Employer shall not
receive additional compensation. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of
any kind and all kinds whatsoever that may be levied or assessed under
existing or future laws upon, or in respect of, the Trust Fund or the
income thereof, shall be paid from the Trust Fund.

.3 Annual Report of the Trustee. Within sixty (60) days after the later
of the Anniversary Date or receipt of the Employer's contribution for each
Fiscal Year, the Trustee shall furnish to the Employer and Administrator a
written statement of account with respect to the Fiscal Year for which such
contribution was made setting forth:

(a) the net income, or loss, of the Trust Fund;

(b) the gains, or losses, realized by the Trust Fund upon sales or other
disposition of the assets;

(d) all payments and distributions made from the Trust Fund; and

(e) such further information as the Trustee and/or Administrator deems
appropriate. The Employer, upon its receipt of each such statement of
account, shall acknowledge receipt thereof in writing and advise the
Trustee and/or Administrator of its approval or disapproval thereof.
Failure by the Employer to disapprove any such statement of account within
thirty (30) days after its receipt thereof shall be deemed an approval
thereof. The approval by the Employer of any statements of account shall
be binding as to all matters embraced therein as between the Employer and
the Trustee to the same extent as if the account of the Trustee had been
settled by judgment or decree in an action for a judicial settlement of its
account in a court of competent jurisdiction in which the Trustee, the
Employer and all persons having or claiming an interest in the Plan were
parties; provided, however, that nothing herein contained shall deprive the
Trustee of its right to have its accounts judicially settled if the Trustee
so desires.

.4 Resignation, Removal and Succession of Trustee.

(a) The Trustee may resign at any time by delivering to the Employer, at
least thirty (30) days before its effective date, a written notice of his
resignation.

(b) The Employer may remove the Trustee by mailing by registered or
certified mail, addressed to such Trustee at his last known address, at
least thirty (30) days before its effective date, a written notice of his
removal.

(c) Upon the death, resignation, incapacity, or removal of any Trustee, a
successor may be appointed by the Employer; and such successor, upon
accepting such appointment in writing and delivering same to the Employer,
shall, without further act, become vested with all the estate, rights,
powers, discretions, and duties of his predecessor as if he were originally
named as a Trustee herein. Until such a successor is appointed, the
remaining Trustee or Trustees shall have full authority to act under the
terms of the Plan and Trust.

(d) Whenever any Trustee hereunder ceases to serve as such, he shall
furnish to the Employer and Administrator a written statement of account
with respect to the portion of the Fiscal Year during which he served as
Trustee. This statement shall be either (i) included as part of the annual
statement of account for the Fiscal Year required under Section 9.6 or (ii)
set forth in a special statement. Any such special statement of account
should be rendered to the Employer no later than the due date of the annual
statement of account for the Fiscal Year. The procedures set forth in
Section 9.6 for the approval by the Employer of annual statements of
account shall apply to any special statement of account rendered hereunder
and approval by the Employer of any such special statement in the manner
provided in Section 9.6 shall have the same effect upon the statement as
the Employer's approval of an annual statement of account. No successor to
the Trustee shall have any duty or responsibility to investigate the acts
or transactions of any predecessor who has rendered all statements of
account required by Section 9.6 and this paragraph.

.5 Trustee Indemnification. The Employer agrees to indemnify and save
harmless the Trustee against any and all claims, losses, damages, expenses
and liabilities the Trustee may incur in the exercise and performance of
the Trustee's powers and duties hereunder, unless the same are determined
to be due to gross negligence or willful misconduct.
ARTICLE X - PLAN LOANS
.1 Loans to Participants.
.2
(a) If elected in the Adoption Agreement, the Trustee may, in the
Trustee's sole discretion, make loans to Participants and Beneficiaries
under the following circumstances: (i) loans shall be made available to all
Participants and Beneficiaries on a reasonably equivalent basis; (ii) loans
shall not be made available to Highly Compensated Employees in an amount
greater than the amount made available to other Employees; and (iii) loans
shall be adequately secured and bear a reasonable rate of interest.

(b) A Participant must obtain the consent of his spouse, if any, within
the 90 day period before the time the Accrued Benefit is used as security
for the loan. The consent must be in writing, must acknowledge the effect
of the loan and must be witnessed by a Plan representative or notary
public. Such consent shall thereafter be binding with respect to the
consenting spouse or any subsequent spouse with respect to that loan. A
new consent shall be required if the Accrued Benefit is used for
negotiation, extension, renewal, or other revision of the loan.

(c) In the event of default, foreclosure on the note and attachment of
security will not occur until a distributable event occurs in the Plan.

(d) Loans shall not be made to any shareholder-employee or Owner-Employee.
For purposes of this requirement, a "shareholder-employee" means an
Employee or officer of an electing small business (Subchapter S)
corporation who owns (or is considered as owning within the meaning of
Section 318(a)(1) of the Code), on any day during the taxable year of such
corporation, more than 5% of the outstanding stock of the corporation.

(e) No loan to any Participant or Beneficiary may be made to the extent
that such loan when added to the outstanding balance of all other loans to
the Participant or Beneficiary would exceed the lesser of:
(i) $50,000 reduced by the excess (if any) of the highest outstanding
balance of loans during the one year period ending on the day before the
loan is made, over the outstanding balance of loans from the plan on the
date the loan is made; or
(ii) one-half of the present value of the Participant's vested Accrued
Benefit or, if greater, the total Accrued Benefit up to $10,000.
For the purpose of the above limitation, all loans from all plans of the
Employer and other members of a group of employers described in Sections
414(b), (c), (m) and (o) shall be aggregated. However, if the Participant
is an affected Employee under the pre-termination restrictions in Section
12.2, the total of all the affected Employee's outstanding loans will not
exceed the amount that such affected Employee would be entitled to under
the pre-termination restrictions.
(a) Any loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than
quarterly, over a period not extending beyond the five years from the date
of the loan, unless such loan is used to acquire a dwelling unit which
within a reasonable time (determined at the time the loan is made) will be
used as the principal residence of the Participant.
ARTICLE XI - PLAN AMENDMENT
.1 Amendment. Fidelity Management and Research Company, the sponsoring
organization, may amend any part of the Plan. The Employer shall have the
right at any time to amend the Adoption Agreement, including but not
limited to amendments stated in the Adoption Agreement which allow the Plan
to satisfy Section 415 of the Code or to avoid duplication of minimum
benefits under Section 416 of the Code because of the required aggregation
of multiple plans. However, no such amendment shall authorize or permit
any part of the Trust (other than such part as is required to pay taxes and
administration expenses) to be used for or diverted to purposes other than
for the exclusive benefit of the Participants or their Beneficiaries; no
such amendment shall cause any reduction in the Accrued Benefit of any
Participant, or cause or permit any portion of the Trust Fund to revert to
or become the property of the Employer (unless all Plan liabilities have
first been satisfied); and no such amendment which affects the rights,
duties or responsibilities of the Trustee and Administrator may be made
without the Trustee's and Administrator's written consent. If the Employer
amends any provision other than those contained in the Adoption Agreement,
it shall no longer participate in this master or prototype Plan, but will
be considered to have an individually designed plan.
ARTICLE XII - PLAN TERMINATION, MERGER OR CONSOLIDATION
.1 Termination. The Employer shall have the right at any time to
terminate the Plan by delivering to the Trustee and Administrator written
notice of such termination. Upon any termination (full or partial), all
unallocated amounts shall be allocated in accordance with the provisions
hereof and the Accrued Benefit of each affected Participant shall become
fully vested and shall not thereafter be subject to forfeiture. Upon
termination of the Plan, the Employer, by written notice to the Trustee and
Administrator, may direct either:

(a) continuation of the Trust and the distribution of benefits at such
time and in such manner as though the Plan had not been terminated; or

(b) subject to paragraph (c) of this Section, complete distribution of the
assets in the Trust Fund to the Participants.

(c) upon full or partial termination of the Plan, the Administrator shall,
subject to provision for expense of administration or liquidation, allocate
Plan assets in accordance with the priorities of Section 4044 of ERISA.
Any excess assets remaining after such allocation shall be returned to the
Employer in accordance with ERISA Section 4044(d).

.2 Limitation of Benefits on Early Termination.

(a) In the event of Plan termination, the benefit of any Highly
Compensated Employee is limited to a benefit that is not discriminatory
under Section 401(a)(4) of the Code.

(b) Benefits distributed to any of the 25 most Highly Compensated
Employees with the greatest Compensation in the current or any prior year
are restricted such that the annual payments are not greater than an amount
equal to the payment that would be made on behalf of the Employee under a
straight life annuity that is the Actuarial Equivalent of the sum of the
Employee's Accrued Benefit, the Employee's other benefits under the Plan
(other than a Social Security supplement, within the meaning of Section
1.411(a)-7(c)(4)(ii) of the Income Tax Regulations), and the amount the
Employee is entitled to receive under a Social Security supplement.

(c) The preceding paragraph shall not apply if:
(i) after payment of the benefit to an Employee described in the
preceding paragraph, the value of Plan assets equals or exceeds 110 percent
of the value of current liabilities, as defined in Section 412(l)(7) of the
Code,
(ii) the value of the benefits for an Employee described above is less
than one percent of the value of current liabilities before such
distribution, or
(iii) the value of the benefits payable under the Plan to an Employee
described above does not exceed $3,500.
(a) For purposes of this Section, benefits include loans in excess of the
amount set forth in Section 72(p)(2)(A) of the Code, any periodic income,
any withdrawal values payable to a living employee and any death benefits
not provided for by insurance on the Employee's life.

(b) An Employee's otherwise restricted benefit may be distributed in full
to the affected Employee if prior to the receipt of the restricted amount,
the Employee enters into a written agreement with the Plan Administrator to
secure repayment to the Plan of the restricted amount. The restricted
amount is the excess of the amounts distributed to the Employee
(accumulated with reasonable interest) over the amounts that could have
been distributed to the Employee under the straight life annuity described
in Article VI of the Plan (accumulated with reasonable interest). The
Employee may secure repayment of the restricted amount upon distribution
by:
(i) entering into an agreement for promptly depositing in escrow with
an acceptable depository, property having a fair market value equal to at
least 125 percent of the restricted amount,
(ii) providing a bank letter of credit in an amount equal to at least
100 percent of the restricted amount, or
(iii) posting a bond equal to at least 100 percent of the restricted
amount. If the Employee elects to post bond, the bond will be furnished by
an insurance company, bonding company or other surety for Federal bonds.
(a) The escrow arrangement may provide that an Employee may withdraw
amounts in excess of 125 percent of the restricted amount. If the market
value of the property in an escrow account falls below 110 percent of the
remaining restricted amount, the Employee must deposit additional property
to bring the value of the property held by the depository up to 125 percent
of the restricted amount. The escrow arrangement may provide that the
Employee may have the right to receive any income from the property placed
in escrow, subject to the Employee's obligation to deposit additional
property, as set forth in the preceding sentence. If the Plan
Administrator certifies to the depository, surety or bank that the Employee
(or the Employee's estate) is no longer obligated to repay any restricted
amount, a depository may deliver to the Employee any property held under an
escrow agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.

.2 Merger or Consolidation. In the event of a merger or consolidation
with, or transfer of assets to any other plan, each Participant will
receive a benefit immediately after such merger, consolidation or transfer
(if the Plan then terminated) which is at least equal to the benefits the
Participant would have received if the Plan had terminated immediately
before the merger, consolidation or transfer.
ARTICLE XIII - MISCELLANEOUS
.1 Control of Entities by Owner-Employees.

(a) If this Plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the
plan established for other trades or businesses must, when looked at as a
single plan, satisfy Sections 401(a) and (d) of the Code for the employees
of this and all other trades or businesses.

(b) If this Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses, the
employees of the other trades or businesses must be included in a plan
which satisfies Sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under this Plan.

(c) If an individual is covered as an Owner-Employee under the plans of
two or more trades or businesses which are not controlled and the
individual controls a trade or business, then the benefits or contributions
of the employees under the plan of the trade or business which are
controlled must be as favorable as those provided for him under the most
favorable plan of the trade or business which is not controlled.

(d) For purposes of the preceding paragraphs, an Owner-Employee, or two or
more Owner-Employees, will be considered to control a trade or business if
the Owner-Employee, or two or more Owner-Employees together:
(i) own the entire interest in an unincorporated trade or business, or
(ii) in the case of a partnership, own more than 50 percent of either
the capital interest or the profits interest in the partnership.
For purposes of the preceding sentence, an Owner-Employee, or two or more
Owner-Employees shall be treated as owning any interest in a partnership
which is owned, directly or indirectly, by a partnership which such
Owner-Employee, or such two or more Owner-Employees, are considered to
control within the meaning of the preceding sentence.
.1 Qualification. The Employer shall immediately notify Fidelity
Management & Research Company of any determination that its Plan does not
meet the requirements of Section 401(a) of the Code and such Plan shall no
longer be considered a Plan established through adoption of this Prototype
Plan, and will be considered an individually designed plan.

.2 Participant's Rights. This Plan shall not be deemed to constitute a
contract between the Employer and any Participant or to be consideration or
an inducement for the employment of any Participant or Employee. Nothing
contained in this Plan shall be deemed to give any Participant or Employee
the right to be retained in the service of the Employer or to interfere
with the right of the Employer to discharge any Participant or Employee at
any time regardless of the effect which such discharge shall have upon him
as a Participant of this Plan.

.3 Alienation.

(a) No benefit which shall be payable out of the Trust Fund to any person
(including a Participant or Beneficiary) shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge the same shall be void. The preceding sentence
shall not apply to a "qualified domestic relations order" as defined in
Section 414(p) of the Code or any domestic relations order entered before
January 1, 1985. The Administrator shall establish a written procedure to
determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders. Further, to the
extent provided under a "qualified domestic relations order," a former
spouse of a Participant shall be treated as the spouse or surviving spouse
for all purposes under the Plan.

(b) In the event a Participant's benefits are garnished or attached by
order of any court, the Administrator may bring an action for a declaratory
judgment in a court of competent jurisdiction to determine the proper
recipient of the benefits to be paid by the Plan. During the pendency of
said action, any benefits that become payable shall be paid into the court
as they become payable, to be distributed by the court to the recipient it
deems proper at the close of said action.

.4 Construction of Agreement. This Plan shall be construed and enforced
according to ERISA and the laws of the State or Commonwealth in which this
Plan was executed, other than its laws respecting choice of law, to the
extent not preempted by ERISA.

.5 Gender and Number. Wherever any words are used herein in the
masculine, feminine or neuter gender, they shall be construed as though
they were also used in another gender in all cases where they would so
apply, and whenever any words are used herein in the singular or plural
form, they shall be construed as though they were also used in the other
form in all cases where they would so apply.

.6 Legal Action. In the event any claim, suit, or proceeding is brought
regarding the Trust and/or Plan established hereunder to which the Trustee
or the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee or Administrator, they shall be entitled
to be reimbursed from the Trust Fund for any and all costs, attorney's
fees, and other expenses pertaining thereto incurred by them for which they
shall have become liable.

.7 Prohibition Against Diversion of Funds. It shall be impossible by
operation of the Plan or of the Trust, by termination of either, by power
of revocation or amendment, by the happening of any contingency, by
collateral arrangement or by any other means, for any part of the corpus or
income of any trust fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than the
exclusive benefit of Participants or their Beneficiaries.

.8 Employer's and Trustee's Protective Clause. Neither the Employer nor
the Trustee, nor their successors, shall be responsible for the validity of
any annuity contract issued hereunder or for the failure on the part of the
Insurer to make payments provided by any such contract, or for the action
of any person which may delay payment or render a contract null and void or
unenforceable in whole or in part.

.9 Insurer's Protective Clause. The Insurer who shall issue contracts
hereunder shall not have any responsibility for the validity of this Plan
or for the tax or legal aspects of this Plan. The Insurer shall be
protected and held harmless in acting in accordance with any written
direction of the Trustee, and shall have no duty to see to the application
of any funds paid to the Trustee, nor be required to question any actions
directed by the Trustee. Regardless of any provision of this Plan, the
Insurer shall not be required to take or permit any action or allow any
benefit or privilege contrary to the terms of any contract which it issues
hereunder, or the rules of the Insurer.

.10 Sponsoring Organization Indemnification. The Employer and the Trustee
agree to indemnify and save harmless the Sponsoring Organization and its
affiliates from and against any and all claims, losses, damages, expenses
and liabilities the Sponsoring Organization may incur in connection with
this Plan, unless the same are determined to be due to the Sponsoring
Organization's (or affiliate's) gross negligence or willful misconduct.

.11 Receipt and Release for Payments. Any payment to any Participant, his
legal representative, Beneficiary, or to any guardian appointed for such
Participant or Beneficiary made in accordance with the provisions of this
Plan, shall, to the extent thereof, be in full satisfaction of all claims
hereunder against the Trustee and the Employer, either of whom may require
such Participant, legal representative, Beneficiary or guardian as a
condition precedent to such payment, to execute a receipt and release
thereof in such form as shall be determined by the Trustee or Employer.

.12 Named Fiduciaries and Allocation of Responsibility. The "named
fiduciaries" of this Plan are (1) the Employer, (2) the Administrator, (3)
the Trustee and (4) any Investment Manager appointed hereunder. The named
fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under this
Plan. Each named fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions
of this Plan, authorizing or providing for such direction, information or
action. Furthermore, each named fiduciary may rely upon any such
direction, information or action of another named fiduciary as being proper
under this Plan and is not required to inquire into the propriety of any
such direction, information or action. It is intended under this Plan that
each named fiduciary shall be responsible for the proper exercise of its
own powers, duties, responsibilities and obligations. No named Fiduciary
shall guarantee the Trust Fund in any manner against investment loss or
depreciation in asset value. Any person or group may serve in more than
one fiduciary capacity.

.13 Headings. The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.

.14 Location of Participant or Beneficiary Unknown. In the event that
all, or any portion, of the distribution payable to a Participant or his
Beneficiary hereunder shall, at the expiration of five (5) years after it
shall become payable, remain unpaid solely by reason of the inability of
the Administrator, after sending a registered letter, return receipt
requested, to the last known address, and after further diligent effort, to
ascertain the whereabouts of such Participant or his Beneficiary, the
amount so distributable shall be forfeited and shall be used to reduce the
cost of the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being forfeited, such benefit shall be restored.
ARTICLE XIV - PARTICIPATING EMPLOYERS
.1 Election to Become a Participating Employer. Notwithstanding anything
herein to the contrary, with the consent of the Employer and Trustee, any
other corporation or entity (provided an Owner-Employer of such entity does
not participate in the Plan for Plan Years beginning before January 1,
1984), whether an affiliate or subsidiary or not, may adopt this Plan and
all of the provisions hereof, and participate herein and be known as a
"Participating Employer".

.2 Requirements of Participating Employers.

(a) Each Participating Employer shall be required to select the same
Adoption Agreement provisions (including the same Trustee) as those
selected by the Employer.

(b) The Trustee may, but shall not be required to, commingle, hold and
invest as one Trust Fund all contributions made by Participating Employers,
as well as all increments thereof.

(c) On the basis of information furnished by the Administrator, the
Trustee shall keep separate books and records concerning the affairs of
each Participating Employer hereunder and as to the Accrued Benefits of the
Participants of each Participating Employer. The Trustee may, but need
not, register contracts so as to evidence that a particular Participating
Employer is the interested Employer hereunder, but in any event of Employee
transfer from one Participating Employer to another, the employing Employer
shall immediately notify the Trustee thereof.

(d) In the event of termination of employment of any transferred Employee,
any portion of the Accrued Benefit of such Employee which has not been
vested under the provisions of this Plan shall be allocated by the Trustee
at the direction of the Administrator to the respective equities of the
Participating Employers for whom such Employee has rendered service in the
proportion that each Participating Employer has contributed toward the
benefits of such Employee. The amount so allocated shall be retained by
the Trustee and shall be used to reduce the contribution by the respective
Participating Employer, for the next succeeding year or years.
(e)
(f)
1 Any expenses of the Trust which are to be paid by the Employer or borne
by the Trust Fund shall be paid by each Participating Employer in the same
proportion that the total amount standing to the credit of all Participants
employed by such Employer bears to the total standing to the credit of all
Participants.

2 Designation of Agent. Each Participating Employer shall be deemed to be
a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Administrator for the purpose of this Plan,
each Participating Employer shall be deemed to have designated irrevocably
the Employer as its agent. Unless the context of the Plan clearly
indicates the contrary, the word "Employer" shall be deemed to include each
Participating Employer as related to its adoption of the Plan.

3 Employee Transfers. It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved shall carry with him such accumulated
service eligibility. No such transfer shall effect a termination of
employment hereunder, and the Participating Employer to which the Employee
is transferred shall thereupon become obligated hereunder with respect to
such Employee in the same manner as was the Participating Employer from
whom the Employee was transferred.

4 Amendment. Amendment of this Plan by the Employer at any time when
there shall be a Participating Employer hereunder shall only be by the
written action of each and every Participating Employer and with the
consent of the Trustee where such consent is necessary in accordance with
the terms of this Plan.

5 Discontinuance of Participation. Any Participating Employer shall be
permitted to discontinue or revoke its participation in the Plan. At the
time of any such discontinuance or revocation, satisfactory evidence
thereof and of any applicable conditions imposed shall be delivered to the
Trustee. The Trustee shall thereafter transfer, deliver and assign
contracts and other Trust Fund assets allocable to the Participants of such
Participating Employer to such new Trustee as shall have been designated by
such Participating Employer, in the event that it has established a
separate pension plan for its Employees. If no successor is designated,
the Trustee shall retain such assets for the benefit of the Employees of
said Participating Employer. In no such event shall any part of the corpus
or income of the Trust as it relates to such Participating Employer be used
for or diverted for purposes other than for the exclusive benefit of the
Employees of such Participating Employer.

6 Administrator's Authority. The Administrator of the Employer shall have
authority to make any and all necessary rules or regulations, binding upon
all Participating Employers and all Participants, to effectuate the purpose
of this Article.
u:\smc\fidelity\dbplan.2
11.09.94

THE FIDELITY PROTOTYPE DEFINED BENEFIT PLAN
ADOPTION AGREEMENT
Adoption Agreement for
Fidelity Standardized
Non-Integrated Defined
Benefit Pension Plan and Trust

The undersigned Employer adopts the Fidelity Standardized Non-Integrated
Defined Benefit Plan for those Employees who shall qualify as Participants
hereunder, to be known as the
A1

(Enter Plan Name)
It shall be effective as of the date specified below. NOTE: If the
Employer fails to complete this Adoption Agreement properly, it may result
in disqualification of the Employer's Plan. In addition, the Employer's
failure to check or complete an Item as directed will result, in many
instances, in the automatic selection of the option indicated in the text
of the Agreement.
Any questions concerning the adoption of the Plan should be directed to:
Fidelity Investments
[address]
[telephone number]
The Employer hereby selects the following Plan specifications:
Employer Information
B1 Name of Employer a.
b.
B2 Address a.
b. c. d.
City State Zip
B3 Telephone e.
B4 Employer Identification Number a. - b. Applied for
B5 Business Code Number (same as shown on Form 1120)
B6 Date Business Commenced
B7 Type of Entity
a. S Corporation
b. Professional Service Corporation
c. Corporation
d. Sole Proprietorship
e. Partnership
f. Other
g. Member of controlled group? If yes, one of above must also be
checked.
h. Member of an affiliated service group? If yes, one of above must also
be checked.
B8 Name(s) of Trustee(s) a.
b.
c.
B9 Trustee's Address a. Use Employer Address
b.
Street
c. d. e.
City State Zip
B10 Location of Employer's Principal Office: a. State
b. Commonwealth of c. and this Trust
shall be governed under the law of same.
B11 Employer Fiscal Year:
12 months commencing on a. and
month day
ending on b.
month day
Plan Information
This Adoption Agreement of the Fidelity Standardized Non-Integrated
Defined Benefit Pension Plan and Trust shall:
C1 a. establish a new Plan and Trust effective as of b.
(hereinafter called the "Effective Date") month day year
c. constitute an amendment and restatement in its entirety of a
previously Qualified Plan and Trust of the Employer which was effective d.
(hereinafter called the "Effective Date". The effective date of this
amendment and restatement is e. .
C2 Plan Year (12 consecutive month period)
Beginning a. (e.g., May 1st)
month day
Plan Year Ending b.
month day
C3 Anniversary Date of Plan (Annual Valuation Date) a.
month day
C4 Plan Number assigned by the Employer (Circle One)
001 002 003 004 005
C5 Name of Plan Administrator (Document provides for the Employer to
appoint an Administrator. If none is named, the Employer will become the
Administrator.)
a. Employer (Use Employer Address)
b. Name
c. Address
d. City e. State f. Zip
g. Telephone
h. Administrator's I.D. Number -
C6 Plan's Agent for Service of Legal Process
a. Name b. Use Employer Address
c. Address
d.
City State Zip

<TABLE>
<CAPTION>
<S> <C>
Note: Eligibility, Participation and Vesting
For purposes of this section, the term D1 ELIGIBLE EMPLOYEES shall mean:
"Employee" shall include all Employees of
this Employer or any employer required to be a. all Employees who have satisfied the eligibility requirements.
aggregated with this Employer under Code
Section 414(b), (c) or (m) and individuals b. all Employees who have satisfied the eligibility requirements except:
required to be considered Employees of any
such employer under Section 414(n). Employees included in a unit of employees covered by a collective bargaining
agreement between the Employer and "employee representatives," if retirement
benefits were the subject of good faith bargaining and if two percent or less of
the employees of the Employer who are covered pursuant to that agreement are
professionals as defined in Treas. Reg. Section 1.410(b)-9. For this purpose,
the term, "employee representatives" does not include any organization more
than half of whose members are employees who are owners, officers, or
executives of the Employer.

Employees who are nonresident aliens and who receive no earned income
(within the meaning of Code Section 911(d)(2)) from the Employer that
constitutes income from sources within the United States (within the meaning
of Code Section 861(a)(3)).
D2
HOURS OF SERVICE will be determined on the basis of the method selected below.
Only one method may be selected. The method selected will be applied to all
Employees covered under the Plan:

a. on the basis of actual hours for which an Employee is paid or entitled to
payment.

b. on the basis of day worked. An Employee will be credited with ten (10)
Hours of Service if under the Plan such Employee would be credited with at
least one (1) Hour of Service during the day.

c. on the basis of weeks worked. An Employee will be credited with forty-five
(45) Hours of Service if under the Plan such Employee would be credited with
at least one (1) Hour of Service during the week.

d. on the basis of semi-monthly payroll periods. An Employee will be credited
with ninety-five (95) Hours of Service if under the Plan such Employee would
be credited with at least one (1) Hour of Service during the semi-monthly
payroll period.

e. on the basis of months worked. An Employee will be credited with one
hundred ninety (190) Hours of Service if under the Plan such Employee would
be credited with at least one (1) Hour of Service during the month.
D3
CONDITIONS OF ELIGIBILITY (Check only one of the choices below.) (Minimum
age may not exceed 21.) (Maximum Years of Service may not exceed 2.) (If
more than one Year of Service is required, immediate 100% vesting is
mandatory.)

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
For New Plans
Any Employee who . . . (applicable where eligibility requirements is same for
current and all future years)

a.
is employed during the Plan Year. (No waiting period, no
minimum age)

b.
has completed Year(s) of Service (No minimum age, use fraction [i.e.,
6/12] for less than 1 year)
c.
has reached his birthday. (No service requirement)

d.
has completed Year(s) of Service (use fraction for less than 1 year) and
has reached his e. birthday.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Note: For Amended Plans
If the Year(s) of Service selected is or
includes Any Employee who was a Participant in the Plan prior to the Effective Date of
a fractional year, an Employee will not be this Amendment. Thereafter, any Employee who . . .
required to complete any specified number of
Hours of Service to receive credit for such f.
fractional year. is employed during the Plan Year. (No waiting period, no minimum age).
The eligibility requirements under the Plan
may not be more favorable for officers, g.
owners, or highly compensated Employees has completed Year(s) of Service. (No minimum age, use fraction for less
than for other Employees. than 1 year)

h.
has reached his birthday. (No service requirement)

i.
has completed Year(s) of Service (use fraction for less than 1 year) and
has reached his j. birthday.
D4
ENTRY DATE. An Eligible Employee shall become a Participant as of:

a.
the first day of the Plan Year in which he met the requirements.

b.
the first day of the Plan Year in which he met the requirements, if he met the
requirements in the first 6 months of the Plan Year, or as of the first day of the
next succeeding Plan Year if he met the requirements in the last 6 months of
the Plan Year.

c.
the earlier of the first day of the seventh month, or the first day of the Plan
Year, next following the date in which he met the requirements.

d.
the first day of the Plan Year next following the date on which he met the
requirements. (Eligibility must be 6 months/age 24 1/2 or less, for Plan Years
beginning before January 1, 1985. Otherwise, age must be 20 1/2 or less.)

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
D5 VESTING OF PARTICIPANT'S INTEREST
The vesting schedule, based on number of Years of Service, shall be as follows:

a.
100% upon entering Plan. (Required if eligibility requirement is greater than 1
year.)
b.
Years of Service Percentage

0-4 years
0%

5 years
100%

c.
Years of Service Percentage d. Years of Service Percentage

0-1 year
0% 0-1 year
0%

1 year
25% 1 year
20%

2 years
50% 2 years
40%

3 years
75% 3 years
60%

4 years
100% 4 years
80%

5 years 100%
e.
Years of Service Percentage f. Years of Service Percentage

0-2 years
0% 0-2 years
0%

3 years
100% 2 years
20%

3 years 40%

4 years 60%

5 years 80%

6 years 100%

g.
Years of Service Percentage h. Years of Service Percentage*

0-3 years
0% _____
_____

3 years
20% _____
_____

4 years
40% _____
_____

5 years
60% _____
_____

6 years
80% _____
_____

7 years
100% _____
_____
*
Each entry in this column must provide vesting at least as rapid as in D5 g.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
NOTE: D6 Plan Shall Recognize Service with a Predecessor Employer
If the Predecessor Employer maintained
a a.
qualified plan, b. must be marked. No.

b.
Yes: Years of Service with shall be recognized for the purpose
of this Plan, for eligibility purposes only.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Note: Retirement Benefits
The Limitation Year shall be the same as the E1 COMPENSATION with respect to any Participant means:
year on which Compensation is based.
a.
Wages, Tips and Other Box 10 Compensation on Form

W-2, or

b.
Section 3401(a) wages, or

c.
Section 415 Safe-harbor compensation
Compensation

d.
shall include

e.
shall not include
employer contributions made pursuant to a salary reduction agreement which
are not includible in the gross income of the employee under sections 125,
402(e)(3), 402(h) or 403(b) of the Internal Revenue Code.

For purposes of this Section, Compensation shall be based on:

f.
the Plan Year.

g.
the following consecutive twelve month period ending with or within the Plan
Year (enter the day and the month this period begins)**:

__________ (day) __________ (month)

** For employees whose date of hire is less than 12 months before the end of
the designated 12-month period, Compensation shall be based on the Plan
Year.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
NOTE: E2
Compensation must be averaged over a
period Average Monthly Compensation shall be based on a. Plan or b. total Years of
of not less than 3 years. Service and shall be averaged over:

c.
highest consecutive years within the last 10 years to date of termination
of employment.

d.
highest consecutive years to date of termination of employment.

e.
highest consecutive years within the last 10 years excluding the 5 years
preceding Normal Retirement Date.
E3 NORMAL RETIREMENT AGE ("NRA") means:

a.
the date a Participant attains his birthday. (maximum 65)

b.
the later of the date a Participant attains his birthday (maximum 65) or the
c. (not to exceed 5) year anniversary of the first day of the Plan Year in
which participation in the Plan commenced. If, for plan years beginning before
January 1, 1988, normal retirement age was determined with reference to the
anniversary of the participation commencement date (more than 5 but not to
exceed 10 years), the anniversary date for Participants who first commenced
participation under the plan before the first plan year beginning on or after
January 1, 1988, shall be the earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the plan (or such anniversary as had
been elected by the employer, if less than 10) or (B) the fifth anniversary of the
first day of the first plan year beginning on or after January 1, 1988. The
participation commencement date is the first day of the first plan year in which
the Participant commenced participation in the plan.
E4
NORMAL RETIREMENT DATE shall commence as of the:

a.
first day of the month b. Anniversary Date

c.
date coinciding with or next following the Participant's "NRA".

d.
date nearest the Participant's "NRA."
E5
THE NORMAL RETIREMENT BENEFIT payable to a Participant (for funding purposes)
shall be:

a.
a life annuity.

b.
an annuity for life and ____ years certain. (May not exceed 10)

c.
a ____% joint and survivor annuity. (Not less than 50%).

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
NOTE: E6
These factors shall also be used for ACTUARIAL EQUIVALENT (as provided by the Employer's Actuary) means amounts
determining present value for Top Heavy of equal value when computed using:
purposes pursuant to Section 2.2
a.
Interest Rate:

Mortality Rate:

E7
BENEFIT FORMULAS...A Participant's Monthly Retirement Benefit shall be equal
to:

a.
__________% of such Participant's Average Monthly Compensation (flat
benefit plan).

b.
__________% of Average Monthly Compensation, multiplied by the
Participant's total number of years of participation (unit credit plan).
E8
WEAR-AWAY PROVISIONS. Each Participant's accrued benefit under the plan will
be equal to:

a.
Formula with wear-away -- the greater of:
(
a) the Participant's frozen Accrued Benefit, if any, and
(
b) the Participant's Accrued Benefit determined with respect to the current
benefit formula as applied to the Participant's total years of service for benefit
accrual under the plan.

b.
Formula without wear-away -- the sum of:
(
a) the Participant's frozen Accrued Benefit, if any, and
(
b) the Participant's Accrued Benefit determined with respect to the current
benefit formula as applied to the Participant's years of service for benefit
accrual beginning after the fresh-start date.

If, however, the Participant's benefit under the plan is accrued under the
fractional accrual rule in section ___ of the plan or the 3 percent accrual rule in
section ___ of the plan, or if this plan satisfies the safe harbor for insurance
contract plans in Income Tax Regulations section 1.401(a)(4)-3(b)(7), this
formula without wear-away will not apply, and the Participant's Accrued
Benefit will be determined in accordance with the formula with wear-away
above.

c.
Formula with extended wear-away -- the greater of the Accrued Benefit
determined for the Participant under the formula with wear-away or the
formula without wear-away above.

If, however, the Participant's benefit under the plan is accrued under the 3
percent accrual rule in section ___ of the plan, the formula with extended
wear-away will not apply, and the Participant's Accrued Benefit will be
determined in accordance with the formula with wear-away above.
Reductions and Limitations

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
NOTE: The above Monthly Retirement Benefit shall be modified as follows:
The limitations on Years of Service in E9
and E9
E10 apply only for purposes of benefit a.
accruals and do not apply to eligibility or Years of Service with the Employer shall be limited to ___ years.
vesting
b.
N/A
E10
a.
Years of Service prior to _________________ shall not be recognized.
month/day/year

b.
N/A
E11
a.
Notwithstanding the above, a Participant's Monthly Retirement Benefit shall
not exceed $_____________.

b.
N/A
E12
LIMITATIONS ON BENEFITS
If you maintain, or at any time maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could possibly become a
Participant, you must complete this section.
a.
If the Participant is or has ever been a Participant in more than one defined
benefit plan maintained by the Employer, the Participant may not accrue a
benefit in the Plan that would cause the sum of the Annual Benefits under this
Plan and all other such defined benefit plans to exceed the Maximum
Permissible Amount.

1.
The rate of accrual in this Defined Benefit Plan will be reduced to the extent
necessary so that the total Annual Benefits payable at any time under such
plans will not exceed the Maximum Permissible Amount, as specified in
Section 6.1 of the Plan.

2.
Provide the method under which the Plans will meet the limitation of Section
415(b) of the International Revenue Code in a manner that precludes Employer
discretion.

b.
If the Participant is or ever has been a Participant in a defined contribution plan
maintained by the Employer, the Participant may not accrue a benefit in this
Plan that would cause the sum of the Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction to exceed 1.0.

1.
The rate of accrual in this Defined Benefit Plan will be reduced to the extent
necessary so that the sum of the Defined Contribution Fraction and the Defined
Benefit Fraction will equal 1.0, as specified in Section 6.1 of the Plan.

2.
Provide the method under which the Plan involved will meet the 1.0 limitation
in a manner that precludes Employer discretion.

Top-Heavy Requirements
F1
TOP-HEAVY PROVISIONS
The top-heavy requirements specified in Section 2.1 of the Plan:

a.
shall apply only for Plan Years when the Plan is or becomes top heavy.

b.
shall apply in all Plan Years.

In each Plan Year that the Plan is top-heavy, the minimum required
contribution:

c.
shall be provided in this Plan.

d.
shall be provided by the _______________ Plan.
F2
TOP-HEAVY DUPLICATIONS

When a Non-Key Employee is a Participant in this Plan and a Defined
Contribution Plan is maintained by the Employer, indicate the method under
which the Plans will provide top heavy minimum benefits for Non-Key
Employees that will preclude Employer discretion and avoid inadvertent
omissions (include any adjustments required under Code Section 415(e)).

Early and Late Retirement,
Disability and Death Benefits
G1
EARLY RETIREMENT DATE means, prior to a Participant's Normal Retirement Date:

a.
any Anniversary Date coinciding with or next following the date on which a
Participant attained his _______ birthday and has completed at least b.
___________ Years of Service.

c.
no Early Retirement provision provided.
G2
EARLY RETIREMENT BENEFITS (must coordinate with G1) payable at early
retirement shall be equal to the:

a.
Accrued Benefit reduced by 1/15 for each year until age 60 and 1/30 for each
year until age 55 (and actuarially thereafter) that the Early Retirement Date
precedes the Normal Retirement Date.

b.
Present Value of Accrued Benefit.

c.
Accrued Benefit reduced by 1/2 of 1% for each month early retirement
precedes normal retirement.

d.
No early retirement benefits. Participants retiring prior to normal retirement
shall be considered terminated.
G3
LATE RETIREMENT BENEFITS payable to a Participant shall be the greater of (i) the
Actuarial Equivalent of the benefit he would have received at his Normal
Retirement Date, and (ii) his Accrued Benefit, based on his Years of Service for
benefit accrual up to his Late Retirement Date.

G4
DISABILITY RETIREMENT BENEFITS shall be equal to:

a.
early retirement benefit without regard to age and service requirements.

b.
100% of Present Value of Accrued Benefit.

c.
no disability benefits, disabled Participants shall be treated in the same manner
as Terminated Participants.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
NOTE: G5
In no event shall the Participant's death
benefit DEATH BENEFITS The pre-retirement death benefit payable under this Plan is
be less than the present value of his Vested (select one of the below):
Accrued Benefit, as of the date of death. The
interest and mortality factors used to compute
death benefits shall be those used to
compute a.
actuarial equivalence as stated in Section
E6. None, other than the qualified preretirement survivor annuity.

b.
The qualified preretirement survivor annuity plus the proceeds of insurance
policies purchased on the Participant's life; provided that any death benefit in
addition to the qualified preretirement survivor annuity shall be reduced to the
extent necessary so that the sum of such additional benefit and the present
value of the qualified preretirement survivor annuity does not exceed 100 times
the Participant's anticipated monthly benefit. For purpose of this requirement
the total face amount of policies purchased will be _____ (fill in the amount
but not in excess of 100) times the Participant's anticipated monthly benefit.

c.
The qualified preretirement survivor annuity plus the excess, if any, of the
present value of the Participant's accrued benefit minus the present value of the
qualified preretirement survivor annuity.

d.
The qualified preretirement survivor annuity plus, if a positive amount, the
incidental reserve. The incidental reserve equals the proceeds of insurance
policies purchased on a Participant's life plus the theoretical ILP reserve minus
the sum of the present value of the qualified preretirement survivor annuity and
the cash value of the policies purchased. For purposes of this requirement, the
face amount of the insurance policies will be that purchasable by ________
(fill in the amount but not greater than 66 if whole life and not greater than 33
if term and/or universal life) percent of the theoretical contribution.

For purposes of b., c. and d. above, the calculations of present value of any
benefit shall be determined in accordance with Plan Section 1.2.

For purposes of d. above, the following definitions apply:

Theoretical ILP reserve is the reserve that would be available at the time of
death if for each year of plan participation a contribution had been made on
behalf of the Participant in an amount equal to the theoretical contribution.

Theoretical contribution is the contribution that would be made on behalf of
the Participant, using the individual level premium funding method from the
age at which participation commenced to normal retirement age, to fund the
Participant's entire retirement benefit without regard to pre-retirement ancillary
benefits. The entire retirement benefit for this purpose is based upon a straight
life annuity and assumes continuation of current salary (no salary scale) and the
current defined benefit fraction under section 415(e) of the Internal Revenue
Code.
G6
TERMINATION Benefits shall be equal to the Accrued Benefit reduced in
accordance with Section G2 for Early Retirement Benefits.
Miscellaneous
H1 Loans to Participants

a.
Yes, loans may be made.

b.
No, loans may not be made.
H2 Definition of Highly Compensated Employee

a.
The simplified definition of highly compensated employee in Section 1.31(a)
of the plan for employers that maintain significant business activities (and
employ employees) in at least two significantly separate geographic areas will
apply.
H3
Transfers from Qualified Plans

a.
Yes, transfers from qualified plans will be allowed.

b.
No, transfers from qualified plans will not be allowed.
H4
Directed Investment Accounts are permitted for the vested interest in any one
or more accounts.

a.
Yes, at the Administrator's discretion (may create administrative problems).

b.
No.
H5
Accrued Benefit shall be calculated using the Fractional Rule and shall be a
fraction based upon the number of:

a.
Plan Years of Service to Normal Retirement Date, as stated in Section 1.1 of
the Plan.

b.
Total Years of Service to Normal Retirement Date.

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
NOTE: H6
Certain professional service employers
with Pension Benefit Guaranty Corporation Coverage...Will this Plan be covered by
less than twenty-five Participants are
exempt the P.B.G.C.?
from P.B.G.C. coverage, as are plans
maintained solely for substantial owners
and a.
other plans exempted under Section 4021 of Yes.
ERISA.
b.
No.
H7
The pre-termination restriction in Section 11.2 of the Plan will be effective
__________ (no later than the first day of the 1994 plan year).
An Employer who has ever maintained or who later adopts any plan in addition
to this Plan (including a welfare benefit fund, as defined in Code Section
419(e), which provides post-retirement medical benefits allocated to separate
accounts for Key Employees, as defined in Code Section 419A(d)(3) or an
individual medical account, as defined in Code Section 415(l)(2)) may not rely
on the opinion letter issued by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under Code Section 401. If an
Employer who adopts or maintains multiple plans wishes to obtain reliance
that the Employer's plan(s) are qualified, application for a determination letter
should be made to the appropriate key district director of Internal Revenue.
In addition, an Employer may rely upon the opinion letter issued by the
National Office of the Internal Revenue Service only if the plan adopted by the
Employer satisfies Code Section 401(a)(26) with respect to its prior benefit
structure. If an Employer wishes to obtain reliance that its plan is qualified, the
Employer may request a determination from the appropriate key district
director with regard to its prior benefit structure.
An Employer may not be entitled to rely on the opinion letter issued by the
National Office in certain other circumstances, which are specified in the
opinion letter issued with respect to the Plan or in Section 6 of Revenue
Procedure 89-9, as amended.
This Adoption Agreement may be used only in conjunction with the basic Plan
document.
This Adoption Agreement and the basic Plan document shall together be
known as Fidelity Investments Standardized Non-Integrated Defined Benefit
Plan.
Fidelity will inform the Employer of any amendments made to this Plan and
Trust Agreement or of the discontinuance or abandonment of this Plan and
Trust.
We have consulted our attorney with reference to this Plan and Trust
Agreement.
We understand that the Employer may amend any election in this Adoption
Agreement by giving the Trustee written notification of such Amendment as
adopted.
The Employer hereby agrees to the provisions of the Plan and Trust.
IN WITNESS WHEREOF, the Employer and Trustee hereby cause this
Agreement to be executed on this ______ day of _____________, 19____.
EMPLOYER:

(enter name)
TRUSTEE
By:

(enter name)
TRUSTEE
PARTICIPATING EMPLOYER:

TRUSTEE

(enter name)

By:

(enter name)
u:\smc\fidelity\dbplanaa.4
11.28.94

</TABLE>

Exhibit 14(f)

CORPORATEPLAN FOR RETIREMENT 100SM
THE PROFIT SHARING/401(K) PLAN
FIDELITY BASIC PLAN DOCUMENT NO. 10
CORPORATEPLAN FOR RETIREMENT 100SM
PROFIT SHARING/401(K) PLAN
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
3.04 Participation by Owner-Employee; Controlled Businesses
3.05 Omission of Eligible Employee
ARTICLE 4 CONTRIBUTIONS
4.01 Deferral Contributions
4.02 Additional Limit on Deferral Contributions
4.03 Matching Contributions
4.04 Limit on Matching Contributions
4.05 Special Rules
4.06 Discretionary Employer Contributions
4.07 Time of Making Employer Contributions
4.08 Return of Employer Contributions
4.09 Employee Contributions
4.10 Rollover Contributions
4.11 Deductible Voluntary Employee Contributions
4.12 Reserved
ARTICLE 5 PARTICIPANTS' ACCOUNTS
5.01 Individual Accounts
5.02 Valuation of Accounts
5.03 Code Section 415 Limitations
ARTICLE 6 INVESTMENT OF CONTRIBUTIONS
6.01 Manner of Investment
6.02 Investment Decisions
6.03 Participant Directions to Trustee
ARTICLE 7 RIGHT TO BENEFITS
7.01 Normal or Early Retirement
7.02 Late Retirement
7.03 Disability Retirement
7.04 Death
7.05 Other Termination of Employment
7.06 Separate Account
7.07 Forfeitures
7.08 Adjustment for Investment Experience
7.09 Participant Loans
7.10 In-Service/Hardship Withdrawals
7.11 Prior Plan In-Service Distribution Rules

ARTICLE 8 DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE.
8.01 Distribution of Benefits to Participants and Beneficiaries
8.02 Annuity Distributions
8.03 Joint and Survivor Annuities/Pre-retirement Survivor Annuities
8.04 Installment Distributions
8.05 Immediate Distributions
8.06 Determination of Method of Distribution
8.07 Notice to Trustee
8.08 Time of Distribution
8.09 Whereabouts of Participants and Beneficiaries
ARTICLE 9 TOP-HEAVY PROVISIONS.
9.01 Application
9.02 Definitions
9.03 Minimum Contribution
9.04 Adjustment to the Limitation on Contributions and Benefits
9.05 Minimum Vesting
ARTICLE 10 AMENDMENT AND TERMINATION.
10.01 Amendment by Employer
10.02 Amendment by Prototype Sponsor
10.03 Amendments Affecting Vested and/or Accrued Benefits
10.04 Retroactive Amendments
10.05 Termination
10.06 Distribution upon Termination of the Plan
10.07 Merger or Consolidation of Plan; Transfer of Plan Assets
ARTICLE 11 AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF
FUNDS TO OR FROM OTHER QUALIFIED PLANS
11.01 Amendment and Continuation of Predecessor Plan
11.02 Transfer of Funds from an Existing Plan
11.03 Acceptance of Assets by Trustee
11.04 Transfer of Assets from Trust
ARTICLE 12 MISCELLANEOUS
12.01 Communication to Participants
12.02 Limitation of Rights
12.03 Nonalienability of Benefits and Qualified Domestic Relations Orders
12.04 Facility of Payment
12.05 Information between Employer and Trustee
12.06 Effect of Failure to Qualify under Code
12.07 Notices
12.08 Governing Law
12.09 Non-Discrimination Data Substantiation
ARTICLE 13 PLAN ADMINISTRATION
13.01 Powers and responsibilities of the Administrator
13.02 Nondiscriminatory Exercise of Authority
13.03 Claims and Review Procedures
13.04 Named Fiduciary
13.05 Costs of Administration

ARTICLE 14 TRUST AGREEMENT
14.01 Acceptance of Trust Responsibilities
14.02 Establishment of Trust Fund
14.03 Exclusive Benefit
14.04 Powers of Trustee
14.05 Accounts
14.06 Approving of Accounts
14.07 Distribution from Trust Fund
14.08 Transfer of Amounts from Qualified Plan
14.10 Reserved
14.11 Voting; Delivery of Information
14.12 Compensation and Expenses of Trustee
14.13 Reliance by Trustee on Other Persons
14.14 Indemnification by Employer
14.15 Consultation by Trustee with Counsel
14.16 Persons Dealing with the Trustee
14.17 Resignation or Removal of Trustee
14.18 Fiscal Year of the Trust
14.19 Discharge of Duties by Fiduciaries
14.20 Amendment
14.21 Plan Termination
14.22 Permitted Reversion of Funds to Employer
14.23 Governing Law
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 Trust for
the purpose of recording contributions made on behalf of a Participant and
any income, expenses, gains or losses incurred thereon.
(2) "Administrator" means the Employer adopting this Plan, or other
person designated by the Employer in Section 1.01(c).
(3) "Adoption Agreement" means Article 1 under which the Employer
establishes and adopts, or amends, the Plan and Trust and designates the
optional provisions selected by the Employer, and the Trustee accepts its
responsibilities under Article 14. The provisions of the Adoption
Agreement shall be an integral part of the Plan.
(4) "Annuity Starting Date" means the first day of the first period for
which an amount is payable as an annuity or in any other form.
(5) "Beneficiary" means the person or persons entitled under Section
7.04 to receive benefits under the Plan upon the death of a Participant,
provided that for purposes of Section 7.04 such term shall be applied in
accordance with Section 401(a)(9) of the Code and the regulations
thereunder.
(6) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(7) "Compensation" shall mean:
(A) for purposes of Article 4 (Contributions) other than Section 4.02
(Additional Limit on Deferral Contributions) and Section 4.04 (Limit on
Matching Contributions), Compensation as defined in Section 5.03(e)(2)
excluding any items elected by the Employer in Section 1.04(a),
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(k), 402(h)(1)(B), or 403(b) of the Code; and
(B) for purposes of Section 2.01(a)(16) (Highly Compensated Employees),
Section 4.02, Section 5.03 (Code Section 415 Limitations), and Section 9.03
(Top Heavy Plan Minimum Contributions), Compensation as defined in Section
5.03(e)(2).
(C) for purposes of Section 4.02 (Additional Limit on Deferral
Contributions) and Section 4.04 (Limit on Matching Contributions), the
Employer may elect Compensation as defined in Section 2.01(a)(7)(A) or
Section 5.03(e) (2) excluding 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 Section 125, 401(k), 402(h) or 403(b) of the
Code.

Compensation shall generally be based on the amount actually paid to the
Participant during the Plan Year or, for purposes of Article 4 if so
elected by the Employer in Section 1.04(b), during that portion of the Plan
Year during which the Employee is eligible to participate. Notwithstanding
the preceding sentence, Compensation for purposes of Section 5.03 (Code
Section 415 Limitations) shall be based on the amount actually paid or made
available to the Participant during the Limitation Year. Compensation for
the initial Plan Year for a new Plan shall be based upon eligible
Participant Compensation, subject to Section 1.04(b), from the Effective
Date listed in Section 1.01(g)(1) through the end of the first Plan Year.
In the case of any Self-Employed Individual, Compensation shall mean the
Individual's Earned Income.
For Plan Year's beginning after December 31, 1988 and before January 1,
1994, the annual Compensation of each Participant taken into account for
determining all benefits provided under the Plan for any determination
period shall not exceed $200,000. This limitation shall be adjusted by the
Secretary at the same time and in the same manner as under Section 415(d)
of the Code, except that the dollar increase in effect on January 1 of any
calendar year is effective for years beginning in such calendar year and
the first adjustment to the $200,000 limitation is effected on January 1,
1990. If a Plan determines Compensation on a period of time that contains
fewer than 12 calendar months, then annual Compensation limit is amount
equal to the annual Compensation limit for the calendar year in which the
Compensation period begins multiplied by the ratio obtained by dividing the
number of full months in the period by 12.
In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation of
each Employee taken into account under the plan shall not exceed the OBRA
'93 annual Compensation limit. The OBRA '93 annual Compensation limit is
$150,000, as adjusted by the Commissioner for increases in the cost of
living in accordance with Section 401(a)(17)(B) of the Code. The
cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the OBRA '93 annual Compensation
limit will be multiplied by a fraction, the numerator of which is the
number of months in the determination period, and the denominator of which
is 12.
For plan years beginning on or after January 1, 1994, any reference in
this plan to the limitation under Section 401(a)(17) of the Code shall mean
the OBRA '93 annual Compensation limit set forth in this provision. The
annual Compensation limit applies for purposes of applying the
nondiscrimination rules under Sections 401(a)(4), 401(a)(5), 401(l),
401(k)(3), 401(m)(2), 403(b)(12), 404(a)(2) and 410(b)(2) of the Code.
If Compensation for any prior determination period is taken into account
in determining an Employees' benefits accruing in the current plan year,
the Compensation for that prior determination period is subject to the OBRA
'93 annual Compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the
first day of the first plan year beginning on or after January 1, 1994, the
OBRA '93 annual Compensation limit is $150,000.
If Compensation for any prior determination period is taken into account
in determining an Employee's allocations or benefits for the current
determination period, the Compensation for such prior year is subject to
the applicable annual Compensation limit in effect for that prior year.
For this purpose, for years beginning before January 1, 1990, the
applicable annual Compensation limit is $200,000.
In determining the Compensation of a Participant for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply, except
that in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year. If the $200,000
limitation is exceeded as a result of the application of these rules, then
the limitation shall be prorated among the affected individuals in
proportion to each such individual's Compensation as determined under this
Section prior to the application of this limitation.

(8) "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.
(9) "Eligibility Computation Period" means each 12-consecutive month
period beginning with the Employment Commencement Date and each anniversary
thereof or, in the case of an Employee who before completing the
eligibility requirements set forth in Section 1.03(a)(1) incurs a break in
service for participation purposes and thereafter returns to the employ of
the Employer or Related Employer, each 12-consecutive month period
beginning with the first day of re-employment and each anniversary thereof.
A "break in service for participation purposes" shall mean an Eligibility
Computation Period during which the Participant does not complete more than
500 Hours of Service with the Employer.
(10) "Employee" means any Employee of the Employer, any Self-Employed
Individual or Owner-Employee. The Employer must specify in Section
1.03(a)(3) any Employee, or class of Employees, not eligible to participate
in the Plan. If the Employer elects to exclude collective bargaining
Employees, the exclusion applies to any Employee of the Employer included
in a unit of Employees covered by an agreement which the Secretary of Labor
finds to be a collective bargaining agreement between Employee
representatives and one or more employers unless the collective bargaining
agreement requires the Employee to be included within the Plan. The term
"Employee representatives" does not include any organization more than half
the members of which are owners, officers, or executives of the Employer.
For purposes of the Plan, an individual shall be considered to become an
Employee on the date on which he first completes an Hour of Service and he
shall be considered to have ceased to be an Employee on the date on which
he last completes an Hour of Service. The term also includes a Leased
Employee, such that contributions or benefits provided by the leasing
organization which are attributable to services performed for the Employer
shall be treated as provided by the Employer. Notwithstanding the above, a
Leased Employee shall not be considered an Employee if Leased Employees do
not constitute more than 20 percent of the Employer's non-highly
compensated work force (taking into account all Related Employers) and the
Leased Employee is covered by a money purchase pension Plan maintained by
the leasing organization which Plan provides (i) a non integrated employer
contribution rate of at least 10 percent of Compensation, as defined for
purposes of Section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are excludable
from gross income under Section 125, Section 402(a)(8), Section 402(h) or
Section 403(b) of the Code, (ii) full and immediate vesting, and (iii)
immediate participation by each Employee of the leasing organization.
(11) "Employer" means the employer named in Section 1.02(a) and any
Related Employers required by this Section 2.01(a)(11). If Article 1 of
the Employer's Plan is the Standardized Adoption Agreement, the term
"Employer" includes all Related Employers. If Article 1 of the Employer's
Plan is the Non-standardized Adoption Agreement, the term "Employer"
includes those Related Employers designated in Section 1.02(b).
(12) "Employment Commencement Date" means the date on which the Employee
first performs an Hour of Service.
(13) "ERISA" means the Employee Retirement Income Security Act of 1974,
as from time to time amended.
(14) "Fidelity Fund" means any Registered Investment Company or Managed
Income Portfolio of the Fidelity Group Trust for Employee Benefit Plans
which is made available to Plans utilizing the CORPORATEplan FOR RETIREMENT
100SM Profit Sharing/401(k) Plan.
(15) "Fund Share" means the share, unit, or other evidence of ownership
in a Fidelity Fund.
(16) "Highly Compensated Employee" means both highly compensated active
Employees and highly compensated former Employees.
A highly compensated active Employee includes any Employee who performs
service for the Employer during the determination year and who, during the
look-back year: (i) received Compensation from the Employer in excess of
$75,000 (as adjusted pursuant to Section 415(d) of the Code); (ii) received
Compensation from the Employer in excess of $50,000 (as adjusted pursuant
to Section 415(d) of the Code) and was a member of the top-paid group for
such year; or (iii) was an officer of the Employer and received
Compensation during such year that is greater than 50 percent of the dollar
limitation in effect under Section 415(b)(1)(A) of the Code. The term
highly compensated Employee also includes: (i) Employees who are both
described in the preceding sentence if the term "determination year" is
substituted for the term "look-back year" and the Employee is one of the
100 Employees who received the most Compensation from the Employer during
the determination year; and (ii) Employees who are 5 percent owners at any
time during the look-back year or determination year. If no officer has
satisfied the Compensation requirement of (iii) above during either a
determination year or look-back year, the highest paid officer for such
year shall be treated as a highly compensated Employee. For this purpose,
the determination year shall be the Plan Year. The look-back year shall be
the twelve-month period immediately preceding the determination year. The
Employer may elect to make the look-back year calculation for a
determination on the basis of the calendar year ending with or within the
applicable determination year, as prescribed by Section 414(q) of the Code
and the regulations issued thereunder. A highly compensated former
Employee includes any Employee who separated from service (or was deemed to
have separated) prior to the determination year, performs no service for
the Employer during the determination year, and was a highly compensated
active Employee for either the separation year or any determination year
ending on or after the Employee's 55th birthday.
If an Employee is, during a determination year or look-back year, a
family member of either a 5 percent owner who is an active or former
Employee or a highly compensated Employee who is one of the 10 most highly
compensated Employees ranked on the basis of Compensation paid by the
Employer during such year, then the family member and the 5 percent owner
or top-ten highly compensated Employee shall be aggregated. In such case,
the family member and 5 percent owner or top-ten highly compensated
Employee shall be treated as a single Employee receiving Compensation and
Plan contributions or benefits equal to the sum of such Compensation and
contributions or benefits of the family member and 5 percent owner or
top-ten highly compensated Employee. For purposes of this Section, family
member includes the spouse, lineal ascendants and descendants of the
Employee or former Employee and the spouses of such lineal ascendants and
descendants.
The determination of who is a highly compensated Employee, including the
determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers
and the Compensation that is considered, will be made in accordance with
Section 414(q) of the Code and the regulations thereunder.
The determination of who is a highly compensated Employee may be made
pursuant to Internal Revenue Service Revenue Procedure 93-42, "Data
Substantiation Guidelines and Non-Discrimination Requirements, of Section
401(a)(4), 410(b), and Related Code Sections" and subsequent regulations.

(17) "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
Eligibility 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 Eligibility 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 Eligibility 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 Eligibility Computation Period to which
the award or agreement pertains rather than the Eligibility 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.

(18) "Leased Employee" means any individual who provides services to the
Employer or a Related Employer (the "recipient") but is not otherwise an
Employee of the recipient if (i) such services are provided pursuant to an
agreement between the recipient and any other person (the "leasing
organization"), (ii) such individual has performed services for the
recipient (or for the recipient and any related persons within the meaning
of Section 414(n)(6) of the Code) on a substantially full-time basis for at
least one year, and (iii) such services are of a type historically
performed by Employees in the business field of the recipient.
(19) "Normal Retirement Age" means the normal retirement age specified in
Section 1.06(a) of the Adoption Agreement. If the Employer enforces a
mandatory retirement age, the Normal Retirement Age is the lesser of that
mandatory age or the age specified in Section 1.06(a).
(20) "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.
(21) "Participant" means any Employee who participates in the Plan in
accordance with Article 3 hereof.
(22) "Plan" means the Plan established by the Employer in the form of the
prototype Plan 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.
(23) "Plan Year" means the 12-consecutive month period designated by the
Employer in Section 1.01(f).
(24) "Prototype Sponsor" means Fidelity Management and Research Company,
or its successor.
(25) "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.
(26) "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).
(27) "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.
(28) "Trust" means the trust created by the Employer in accordance with
the provisions of Section 14.01.
(29) "Trust Agreement" means the agreement between the Employer and the
Trustee, as set forth in Article 14, under which the assets of the Plan are
held, administered, and managed.
(30) "Trust Fund" means the property held in Trust by the Trustee for the
Accounts of the Participants and their Beneficiaries.
(31) "Trustee" means the Fidelity Management Trust Company, or its
successor.
(32) "Year of Service for Participation" means, with respect to any
Employee, an Eligibility Computation Period during which the Employee has
been credited with at least 1,000 Hours of Service. If the Plan maintained
by the Employer is the Plan of a predecessor employer, an Employee's Years
of Service for Participation 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.

(33) "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). 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. 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
All Employees in the eligible class (as defined in Section 1.03(a)(3)) who
are in the service of the Employer on the Effective Date will become
Participants on the date elected by the Employer in Section 1.03(c). Any
other Employee will become a Participant in the Plan as of the first Entry
Date on which he first satisfies the eligibility requirements set forth in
Section 1.03(a). In the event that an Employee who is not a member of an
eligible class (as defined in Section 1.03(a)(3)) becomes a member of an
eligible class, the individual shall participate immediately if such
individual had already satisfied the eligibility requirements and would
have otherwise previously become a Participant.

If an eligibility requirement other than one Year of Service is elected in
1.03(a)(1), an Employee may not be required to complete a minimum number of
Hours of Service before becoming a Participant. An otherwise eligible
Employee subject to a minimum months of service requirement shall become a
Participant on the first Entry Date following his completion of the
required number of consecutive months of employment measured from his
Employment Commencement Date to the coinciding date in the applicable
following month. For purposes of determining consecutive months of
service, the Related Employer and predecessor employer rules contained in
Sections 2.01(a)(17) and 2.01(a)(32) shall apply.
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 be treated as follows:
(a) he will again become a Participant on the first date on which he
completes an Hour of Service for the Employer following his reemployment
and is in the eligible class of Employees as defined in Section 1.03(a)(3),
and
(b) any distribution which he is receiving under the Plan will cease except
as otherwise required under Section 8.08.
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 a member of an eligible class as defined in
Section 1.03(a)(3), the individual shall continue to be a Participant for
most purposes until the entire amount of his benefit is distributed;
however, the individual shall not be entitled to receive an allocation of
contributions or forfeitures during the period that he is not a member of
the eligible class. 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 a member of an eligible class of Employees, the individual
shall resume full participation immediately upon the date of such change in
status.
3.04 PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED BUSINESSES
If the Plan provides contributions or benefits for one or more
Owner-Employees who control both the trade or business with respect to
which the Plan is established and one or more other trades or businesses,
the Plan and any Plan established with respect to such other trades or
businesses must, when looked at as a single Plan, satisfy Sections 401(a)
and 401(d) of the Code with respect to the Employees of this and all such
other trades or businesses. If the Plan provides contributions or benefits
for one or more Owner-Employees who control one or more other trades or
businesses, the Employees of each such other trade or business must be
included in a Plan which satisfies Sections 401(a) and 401(d) of the Code
and which provides contributions and benefits not less favorable than
provided for Owner-Employees under the Plan.
If an individual is covered as an Owner-Employee under the Plans of two or
more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
Employees under the Plan of the trades or businesses which are controlled
must be as favorable as those provided for him under the most favorable
Plan of the trade or business which is not controlled.

For purposes of this Section, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such Owner-Employees together, (i) own the entire
interest in an unincorporated trade or business, or (ii) in the case of a
partnership, own more than 50 percent of either the capital interest or the
profits interest in such partnership. For this purpose, an Owner-Employee,
or two or more Owner-Employees, shall be treated as owning any interest in
a partnership which is owned, directly or indirectly, by a partnership
controlled by such Owner-Employee or such Owner-Employees.
3.05 OMISSION OF ELIGIBLE EMPLOYEE
If any Employee who should be included as a Participant in the Plan is
erroneously omitted and discovery of such omission is not made until after
a contribution by his Employer for the year has been made, the Employer
shall make a subsequent contribution, if necessary, so that the omitted
Employee receives the total amount which the said Employee would have
received had he not been omitted. For purposes of this Section 3.05, the
term "contribution" shall not include Deferral Contributions and Matching
Contributions made pursuant to Sections 4.01 and 4.03, respectively.
ARTICLE 4 CONTRIBUTIONS
4.01 DEFERRAL CONTRIBUTIONS
(a) Deferral Contributions. If so provided by the Employer in Section
1.05(b), each Participant may elect to execute a salary reduction agreement
with the Employer to reduce his Compensation by a specified percentage not
exceeding 15% per payroll period, subject to any exceptions elected by the
Employer in Section 1.05(b)(2) and equal to a whole number multiple of one
(1) percent. Such agreement shall become effective on the first day of the
first payroll period for which the Employer can reasonably process the
request. The Employer shall make a Deferral Contribution on behalf of the
Participant corresponding to the amount of said reduction, subject to the
restrictions set forth below. Under no circumstances may a salary
reduction agreement be adopted retroactively.
(b) A Participant may elect to change or discontinue the percentage by
which his Compensation is reduced by notice to the Employer as provided in
Section 1.05(b)(1).
(c) No Participant shall be permitted to have Deferral Contributions made
under the Plan, or any other qualified Plan maintained by the Employer,
during the taxable year, in excess of the dollar limitation contained in
Section 402(g) of the Code in effect at the beginning of such taxable year.
A Participant may assign to the Plan any Excess Deferrals made during the
taxable year of the Participant by notifying the Plan Administrator on or
before March 15 following the taxable year of the amount of the Excess
Deferrals to be assigned to the Plan. A Participant is deemed to notify
the Administrator of any Excess Deferrals that arise by taking into account
only those Deferral Contributions made to the Plan and any other Plan of
the Employer. Notwithstanding any other provision of the Plan, Excess
Deferrals, plus any income and minus any loss allocable thereto, shall be
distributed no later than April 15 to any Participant to whose account
Excess Deferrals were so assigned for the preceding year and who claims
Excess Deferrals for such taxable year. A Participant is deemed to notify
the Administrator of any Excess Deferrals that arise by taking into account
only those Deferred Contributions made to this Plan and any other plans of
the Employer.

"Excess Deferrals" shall mean those Deferral Contributions that are
includable in a Participant's gross income under Section 402(g) of the Code
to the extent such Participant's Deferral Contributions for a taxable year
exceed the dollar limitation under such Code section. For purposes of
determining Excess Deferrals, the term "Deferral Contributions" shall
include the sum of all Employer Contributions made on behalf of such
Participant pursuant to an election to defer under any qualified CODA as
described in Section 401(k) of the Code, any simplified Employee pension
cash or deferred arrangement as described in Section 402(h)(1)(B) of the
Code, any eligible deferred Compensation Plan under Section 457, any Plan
as described under Section 501(c)(18) of the Code, and any Employer
Contributions made on the behalf of a Participant for the purchase of an
annuity contract under Section 403(b) of the Code pursuant to a salary
reduction agreement. Deferral Contributions shall not include any
deferrals properly distributed as excess annual additions. Excess
Deferrals shall be treated as annual additions under the Plan, unless such
amounts are distributed no later than the first April 15 following the
close of the Participant's taxable year. Deferral Contributions shall not
include any deferrals properly distributed as excess annual additions.
Excess Deferrals shall be adjusted for any income or loss up to the date of
distribution. The income or loss allocable to Excess Deferrals is (1)
income or loss allocable to the Participant's Deferral Contributions
account for the taxable year multiplied by a fraction, the numerator of
which is such Participant's Excess Deferrals for the year and the
denominator is the Participant's account balance attributable to Deferral
Contributions without regard to any income or loss occurring during such
taxable year, or (2) such other amount determined under any reasonable
method, provided that such method is used consistently for all Participants
in calculating the distributions required under this Section 4.01(c) and
Sections 4.02(d) and 4.04(d) for the Plan Year, and is used by the Plan in
allocating income or loss to Participants' accounts. Income or loss
allocable to the period between the end of the Plan Year and the date of
distribution shall be disregarded in determining income or loss.
(d) In order for the Plan to comply with the requirements of Sections
401(k), 402(g) and 415 of the Code and the regulations promulgated
thereunder, at any time in a Plan Year the Administrator may reduce the
rate of Deferral Contributions to be made on behalf of any Participant, or
class of Participants, for the remainder of that Plan Year, or the
Administrator may require that all Deferral Contributions to be made on
behalf of a Participant be discontinued for the remainder of that Plan
Year. Upon the close of the Plan Year or such earlier date as the
Administrator may determine, any reduction or discontinuance in Deferral
Contributions shall automatically cease until the Administrator again
determines that such a reduction or discontinuance of Deferral
Contributions is required.
4.02 ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS
(a) The Actual Deferral Percentage (hereinafter "ADP") for Participants who
are Highly Compensated Employees for each Plan Year and the ADP for
Participants who are Non-highly Compensated Employees for the same Plan
Year must satisfy one of the following tests:
(1) The ADP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ADP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by 1.25; or
(2) The ADP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ADP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by 2.0, provided
that the ADP for Participants who are Highly Compensated Employees does not
exceed the ADP for Participants who are Non-highly Compensated Employees by
more than two (2) percentage points.
(b) The following special rules apply for the purposes of this Section:
(1) The ADP for any Participant who is a Highly Compensated Employee for
the Plan Year and who is eligible to have Deferral Contributions (and
Qualified Discretionary Contributions if treated as Deferral Contributions
for purposes of the ADP test) allocated to his or her accounts under two or
more arrangements described in Section 401(k) of the Code, that are
maintained by the Employer, shall be determined as if such Deferral
Contributions (and, if applicable, such Qualified Discretionary
Contributions) were made under a single arrangement. If a Highly
Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated
as a single arrangement. Notwithstanding the foregoing, certain Plans
shall be treated as separate if mandatorily disaggregated under regulations
under Section 401(k) of the Code.
(2) In the event that this Plan satisfies the requirements of Sections
401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or
more other Plans, or if one or more other Plans satisfy the requirements of
such Sections of the Code only if aggregated with this Plan, then this
Section shall be applied by determining the ADP of Employees as if all such
Plans were a single Plan. For Plan Years beginning after December 31,
1989, Plans may be aggregated in order to satisfy section 401(k) of the
Code only if they have the same Plan Year.
(3) For purposes of determining the ADP of a Participant who is a
5-percent owner or one of the ten most highly-paid Highly Compensated
Employees, the Deferral Contributions (and Qualified Discretionary
Contributions if treated as Deferral Contributions for purposes of the ADP
test) and Compensation of such Participant shall include the Deferral
Contributions (and, if applicable, Qualified Discretionary Contributions)
and Compensation for the Plan Year of Family Members (as defined in Section
414(q)(6) of the Code). Family Members, with respect to such Highly
Compensated Employees, shall be disregarded as separate Employees in
determining the ADP both for Participants who are Non-highly Compensated
Employees and for Participants who are Highly Compensated Employees.
(4) For purposes of determining the ADP test, Deferral Contributions and
Qualified Discretionary Contributions must be made before the last day of
the twelve-month period immediately following the Plan Year to which
contributions relate.
(5) The Employer shall maintain records sufficient to demonstrate
satisfaction of the ADP test and the amount of Qualified Discretionary
Contributions used in such test.
(6) The determination and treatment of the ADP amounts of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary
of the Treasury.
(c) The following definitions shall apply for purposes of this Section:
(1) "Actual Deferral Percentage" shall mean, for a specified group of
Participants for a Plan Year, the average of the ratios (calculated
separately for each Participant in such group) of (1) the amount of
Employer contributions actually paid over to the trust on behalf of such
Participant for the Plan Year to (2) the Participant's Compensation for
such Plan Year. Employer contributions on behalf of any Participant shall
include: (1) any Deferral Contributions made pursuant to the Participant's
deferral election, including Excess Deferrals of Highly Compensated
Employees, but excluding (a) Excess Deferrals of Non-Highly Compensated
Employees that arise solely from Deferral Contributions made under the Plan
or Plans of the Employer and (b) Deferral Contributions that are taken
into account in the Contribution Percentage test (provided the ADP test is
satisfied both with and without exclusion of these Deferral Contributions);
and (2) at the election of the Employer, Qualified Discretionary
Contributions. Matching Contributions, whether or not non-forfeitable when
made, shall not be considered as Employer Contributions for purposes of
this paragraph. For purposes of computing Actual Deferral Percentages, an
Employee who would be a Participant but for the failure to make Deferral
Contributions shall be treated as a Participant on whose behalf no Deferral
Contributions are made.
(2) "Excess Contributions" shall mean, with respect to any Plan Year, the
excess of:
(a) The aggregate amount of Employer contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan
Year, over
(b) The maximum amount of such contributions permitted by the ADP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of the ADPs, beginning with the highest of such
percentages).
(3) "Qualified Discretionary Contributions" shall mean contributions made
by the Employer as elected in Section 1.05(b) (3) and allocated to
Participant accounts of Non-highly Compensated Employees that such
Participants may not elect to receive in cash until distributed from the
Plan; that are nonforfeitable when made; and that are distributable only in
accordance with the distribution provisions that are applicable to Deferral
Contributions. Participants shall not be required to satisfy any hours of
service or employment requirement in order to receive an allocation of such
contributions.
(d) Notwithstanding any other provision of this Plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed
no later than the last day of each Plan Year to Participants to whose
accounts such Excess Contributions were allocated for the preceding Plan
Year. If such excess amounts are distributed more than 2-1/2 months after
the last day of the Plan Year in which such excess amounts arose, a ten
(10) percent excise tax will be imposed on the employer maintaining the
Plan with respect to such amounts. Such distributions shall be made to
Highly Compensated Employees on the basis of the respective portions of the
Excess Contributions attributable to each of such Employees. Excess
Contributions of Participants who are subject to the family member
aggregation rules of Section 414(q)(6) of the Code shall be allocated
among the family members in proportion to the Deferral Contributions (and
amounts treated as Deferral Contributions) of each family member that is
combined to determine the combined ADP.
Excess Contributions shall be treated as annual additions under the Plan.
Excess Contributions shall be adjusted for any income or loss up to the
date of distribution. The income or loss allocable to Excess Contributions
is (1) income or loss allocable to the Participant's Deferral Contribution
account (and if applicable, the Qualified Discretionary Contribution
account) for the Plan Year multiplied by a fraction, the numerator of which
is such Participant's Excess Contributions for the year and the denominator
is the Participant's account balance attributable to Deferral Contributions
without regard to any income or loss occurring during such Plan Year, or
(2) an amount determined under any reasonable method, provided that such
method is used consistently for all Participants in calculating any
distributions required under Section 4.02(d) and Sections 4.01(c) and
4.04(d) for the Plan Year, and is used by the Plan in allocating income or
loss to the Participants' accounts. Income or loss allocable to the period
between the end of the Plan Year and the date of distribution shall be
disregarded in determining income or loss.
Excess Contributions shall be distributed from the Participant's Qualified
Discretionary Contribution account only to the extent that such Excess
Contributions exceed the balance in the Participant's Deferral
Contributions account.
4.03 MATCHING CONTRIBUTIONS
If so provided by the Employer in Section 1.05(c), the Employer shall make
a Matching Contribution on behalf of each Participant who had Deferral
Contributions made on his behalf during the year in accordance with Section
1.05(c)(3). The amount of the Matching Contribution shall be determined in
accordance with Section 1.05(c)(1), subject to the limitations set forth in
Section 4.04 and Section 404 of the Code.

4.04 LIMIT ON MATCHING CONTRIBUTIONS
(a) The Average Contribution Percentage (hereinafter "ACP") for
Participants who are Highly Compensated Employees for each Plan Year and
the ACP for Participants who are Non-highly Compensated Employees for the
same Plan Year must satisfy one of the following tests:
(1) The ACP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ACP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by 1.25; or
(2) The ACP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ACP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by two (2),
provided that the ACP for Participants who are Highly Compensated Employees
does not exceed the ACP for Participants who are Non-highly Compensated
Employees by more than two (2) percentage points.
(b) The following special rules apply for purposes of this section:
(1) If one or more Highly Compensated Employees participate in both a
qualified cash or deferred arrangement described in Section 401(k) of the
Code (hereafter "CODA") and a Plan subject to the ACP test maintained by
the Employer and the sum of the ADP and ACP of those Highly Compensated
Employees subject to either or both tests exceeds the Aggregate Limit, then
the ACP of those Highly Compensated Employees who also participate in a
CODA will be reduced (beginning with such Highly Compensated Employee whose
ACP is the highest) so that the limit is not exceeded. The amount by which
each Highly Compensated Employee's Contribution Percentage Amounts is
reduced shall be treated as an Excess Aggregate Contribution. The ADP and
ACP of the Highly Compensated Employees are determined after any
corrections required to meet the ADP and ACP tests. Multiple use does not
occur if either the ADP or ACP of the Highly Compensated Employees does not
exceed 1.25 multiplied by the ADP and ACP of the Non-highly Compensated
Employees.
(2) For purposes of this section, the Contribution Percentage for any
Participant who is a Highly Compensated Employee and who is eligible to
have Contribution Percentage Amounts allocated to his or her account under
two or more Plans described in section 401(a) of the Code, or arrangements
described in section 401(k) of the Code that are maintained by the
Employer, shall be determined as if the total of such Contribution
Percentage Amounts was made under each Plan. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that
have different Plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain Plans shall be treated as separate
if mandatorily disaggregated under regulations under Section 401(m) of the
Code.
(3) In the event that this Plan satisfies the requirements of Sections
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other Plans, or if one or more other Plans satisfy the requirements of such
sections of the Code only if aggregated with this Plan, then this section
shall be applied by determining the Contribution Percentage of Employees as
if all such Plans were a single Plan. For Plan years beginning after
December 31, 1989, Plans may be aggregated in order to satisfy Section
401(m) of the Code only if they have the same Plan Year.
(4) For purposes of determining the Contribution percentage of a
Participant who is a five-percent owner or one of the ten most highly-paid
Highly Compensated Employees, the Contribution Percentage Amounts and
Compensation of such Participant shall include the Contribution Percentage
Amounts and Compensation for the Plan Year of Family Members (as defined in
Section 414(q)(6) of the Code). Family Members, with respect to Highly
Compensated Employees, shall be disregarded as separate Employees in
determining the Contribution Percentage both for Participants who are
Non-highly Compensated Employees and for Participants who are Highly
Compensated Employees.
(5) For purposes of determining the Contribution Percentage test, Matching
Contributions and Qualified Discretionary Contributions will be considered
made for a Plan Year if made no later than the end of the twelve-month
period beginning on the day after the close of the Plan Year.
(6) The Employer shall maintain records sufficient to demonstrate
satisfaction of the ACP test and the amount of Qualified Discretionary
Contributions used in such test.
(7) The determination and treatment of the Contribution Percentage of any
Participant shall satisfy such other requirements as may be prescribed by
the Secretary of Treasury.
(c) The following definitions shall apply for purposes of this Section:
(1) "Aggregate Limit" shall mean the greater of (A) or (B) where (A) is
the sum of (i) 125 percent of the greater of the ADP of the Non-highly
Compensated Employees for the Plan Year or the ACP of Non-highly
Compensated Employees under the Plan subject to Section 401(m) of the Code
for the Plan Year beginning with or within the Plan Year of the CODA and
(ii) the lesser of 200% or two plus the lesser of such ADP or ACP and where
(B) is the sum of (i) 125 percent of the lesser of the ADP of the
Non-highly Compensated Employees for the Plan Year or the ACP of Non-highly
Compensated Employees under the Plan subject to Section 401(m) of the Code
for the Plan Year beginning with or within the Plan Year of the CODA and
(ii) the lesser of 200% or two plus the greater of such ADP or ACP.
(2) "Average Contribution Percentage" or "ACP" shall mean the average of
the Contribution Percentages of the Eligible Participants in a group.
(3) "Contribution Percentage" shall mean the ratio (expressed as a
percentage) of the Participant's Contribution Percentage Amounts to the
Participant's Compensation for the Plan Year.
(4) "Contribution Percentage Amounts" shall mean the sum of Matching
Contributions made under the Plan on behalf of the Participant for the Plan
Year. Such Contribution Percentage Amounts shall not include Matching
Contributions that are forfeited either to correct Excess Aggregate
Contributions or because the contributions to which they relate are Excess
Deferrals, Excess Contributions or Excess Aggregate Contributions. If so
elected by the Employer in Section 1.05(b)(3), the Employer may include
Qualified Discretionary Contributions in the Contribution Percentage
Amounts. The Employer also may elect to use Deferral Contributions in the
Contribution Percentage Amounts so long as the ADP test is met before the
Deferral Contributions are used in the ACP test and continues to be met
following the exclusion of those Deferral Contributions that are used to
meet the ACP test.
(5) "Deferral Contribution" shall mean any contribution made at the
election of the Participant pursuant to a salary reduction agreement in
accordance with Section 4.01(a).
(6) "Eligible Participant" shall mean any Employee who is eligible to
make an Employee Contribution, or a Deferral Contribution (if the employer
takes such contributions into account in the calculation of the
Contribution Percentage), or to receive a Matching Contribution.
(7) Reserved
(8) "Matching Contribution" shall mean an Employer Contribution made to
this or any other defined contribution Plan on behalf of a Participant on
account of a Participant's Deferral Contribution.

(9) "Excess Aggregate Contributions" shall mean, with respect to any Plan
Year, the excess of:
(A) The aggregate Contribution Percentage Amounts taken into account in
computing the numerator of the Contribution Percentage actually made on
behalf of Highly Compensated Employees for such Plan Year, over
(B) The maximum Contribution Percentage Amounts permitted by the ACP
test (determined by reducing contributions made on behalf of Highly
Compensated Employees in order of their Contribution Percentages beginning
with the highest of such percentages).
Such determination shall be made after first determining Excess
Deferrals pursuant to Section 4.01 and then determining Excess
Contributions pursuant to Section 4.02.
(d) Notwithstanding any other provision of the Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall
be forfeited, if forfeitable, or if not forfeitable, distributed no later
than the last day of each Plan Year to Participants to whose accounts such
Excess Aggregate Contributions were allocated for the preceding Plan Year.
Excess Aggregate Contributions of Participants who are subject to the
family member aggregation rules of Section 414(q)(6) of the Code shall be
allocated among the family members in proportion Matching Contributions of
each family member that is combined to determine the combined ACP. If such
Excess Aggregate Contributions are distributed more than 2 1/2 months after
the last day of the Plan Year in which such excess amounts arose, a ten
(10) percent excise tax will be imposed on the employer maintaining the
Plan with respect to those amounts. Excess Aggregate Contributions shall
be treated as annual additions under the Plan.
Excess Aggregate Contributions shall be adjusted for any income or loss up
to the date of distribution. The income or loss allocable to Excess
Aggregate Contributions is (1) income or loss allocable to the
Participant's Matching Contribution account (if any, and if all amounts
therein are not used in the ADP test) and if applicable, Qualified
Non-elective Contribution account for the Plan Year multiplied by a
fraction, the numerator of which is such Participant's Excess Aggregate
Contributions for the year and the denominator is the Participant's account
balance(s) attributable to Contribution Percentage Amounts without regard
to income or loss occurring during such Plan Year, or (2) such other amount
determined under any reasonable method, provided that such method is used
consistently for all Participants in calculating any distributions required
under Section 4.04(d) and Sections 4.01(c) and 4.02(d) for the Plan Year,
and is used by the Plan in allocating income or loss to the Participants'
accounts. Income or loss allocable to the period between the end of the
Plan Year and the date of distribution shall be disregarded in determining
income or loss.
Excess Aggregate Contributions shall be forfeited, if forfeitable, or
distributed on a prorata basis from the Participant's Matching Contribution
Account and if applicable, the Participant's Deferral Contributions Account
or Qualified Discretionary Contribution Account or both. Forfeitures of
Excess Aggregate Contributions shall be applied to reduce Employer
contributions; the forfeitures shall be held in the money market fund, if
any, listed in Section 1.14(b) pending such application.
4.05 SPECIAL RULES
Deferral Contributions and Qualified Discretionary Contributions and income
allocable to each are not distributable to a Participant or his or her
beneficiary or beneficiaries, in accordance with such Participant's or
beneficiary or beneficiaries election, earlier than upon separation from
service, death, or disability, except as otherwise provided in Section
7.10, 7.11 or 10.06. Such amounts may also be distributed, but after March
31, 1988 in the form of a lump sum only, upon:
(a) Termination of the Plan without establishment of another defined
contribution Plan, other than an Employee stock ownership Plan (as defined
in Section 4975(e) or Section 409 of the Code) or a simplified Employee
pension Plan as defined in Section 408(k) of the Code.
(b) The disposition by a corporation to an unrelated corporation of
substantially all of the assets (within the meaning of Section 409(d)(2)
of the Code) used in a trade or business of such corporation if such
corporation continues to maintain this Plan after the disposition, but only
with respect to Employees who continue employment with the corporation
acquiring such assets.

(c) The disposition by a corporation to an unrelated entity of such
corporation's interest in a subsidiary (within the meaning of Section
409(d)(2) of the Code) if such corporation continues to maintain this
Plan, but only with respect to Employees who continue employment with such
subsidiary.
The Participant's accrued benefit derived from Deferral Contributions and
Qualified Discretionary Contributions is nonforfeitable. Separate accounts
for Deferral Contributions, Qualified Discretionary Contributions, and
Matching Contributions will be maintained for each Participant. Each
account will be credited with the applicable contributions and earnings
thereon.
4.06 DISCRETIONARY EMPLOYER CONTRIBUTIONS
If so provided by the Employer in Sections 1.05(a)(1), for the Plan Year in
which the Plan is adopted and for each Plan Year thereafter, the Employer
may make Discretionary Employer Contributions to the Trust in accordance
with Section 1.05 to be allocated among eligible Participants, in the ratio
that each Participant's Compensation bears to the total Compensation paid
to all eligible Participants for the Plan Year.
4.07 TIME OF MAKING EMPLOYER CONTRIBUTIONS
The Employer will pay its contribution for each Plan Year not later than
the time prescribed by law for filing the Employer's Federal income tax
return for the fiscal (or taxable) year with or within which such Plan Year
ends (including extensions thereof). The Trustee will have no authority to
inquire into the correctness of the amounts contributed and paid over to
the Trustee, to determine whether any contribution is payable under this
Article 4, or to enforce, by suit or otherwise, the Employer's obligation,
if any, to make a contribution to the Trustee.
4.08 RETURN OF EMPLOYER CONTRIBUTIONS
The Trustee shall, upon request by the Employer, return to the Employer the
amount (if any) determined under Section 14.22. Such amount shall be
reduced by amounts attributable thereto which have been credited to the
Accounts of Participants who have since received distributions from the
Trust, except to the extent such amounts continue to be credited to such
Participants' Accounts at the time the amount is returned to the Employer.
Such amount shall also be reduced by the losses of the Trust attributable
thereto, if and to the extent such losses exceed the gains and income
attributable thereto, but will not be increased by the gains and income of
the Trust attributable thereto, if and to the extent such gains and income
exceed the losses attributable thereto. In no event will the return of a
contribution hereunder cause the balance of the individual Account of any
Participant to be reduced to less than the balance which would have been
credited to the Account had the mistaken amount not been contributed.
4.09 EMPLOYEE CONTRIBUTIONS
The Employer shall not allow Participants to make any Employee
Contributions to the Plan. However, the Plan may accept a frozen
Participant Employee Contribution Account. For purposes of this Plan,
"Employee Contributions" shall mean any voluntary non-deductible
contribution made to the Plan by or on behalf of a Participant that is or
was included in the Participant's gross income in the year in which made
and that is maintained under a separate account to which applicable
earnings and losses are allocated. A Participant shall have a fully vested
100% nonforfeitable right to his Employee Contributions.
4.10 ROLLOVER CONTRIBUTIONS
(a) Rollover of Eligible Rollover Distributions
(1) An Employee who is or was a distributee of an "eligible rollover
distribution"(as defined in Section 402(c)(4) of the Code and the
regulations issued thereunder) from a qualified Plan or Section 403(b)
annuity may directly transfer all or any portion of such distribution to
the Trust or transfer all or any portion of such distribution to the Trust
within sixty (60) days of payment. The transfer shall be made in the form
of cash or allowable Fund Shares only.
(2) The Employer may refuse to accept rollover contributions or instruct
the Trustee not to accept rollover contributions under the Plan.
(b) Treatment of Rollover Amount.
(1) An Account will be established for the transferring Employee under
Article 5, the rollover amount will be credited to the account and such
amount will be subject to the terms of the Plan, including Section 8.01,
except as otherwise provided in this Section 4.10.
(2) The rollover account will at all times be fully vested in and
nonforfeitable by the Employee.
(c) Entry into Plan by Transferring Employee. Although an amount may be
transferred to the Trust Fund under this Section 4.10 by an Employee who
has not yet become a Participant in accordance with Article 4, and such
amount is subject to the terms of the Plan as described in paragraph (b)
above, the Employee will not become a Participant entitled to share in
Employer Contributions until he has satisfied such requirements.
(d) Monitoring of Rollovers.
(1) The Administrator shall develop such procedures and require such
information from transferring Employees as it deems necessary to insure
that amounts transferred under this Section 4.10 meet the requirements for
tax-free rollovers established by such Section and by Section 402(c) of the
Code. No such amount may be transferred until approved by the
Administrator.
(2) If a transfer made under this Section 4.10 is later determined by
the Administrator not to have met the requirements of this Section or of
the Code or Treasury regulations, the Trustee shall, within a reasonable
time after such determination is made, and on instructions from the
Administrator, distribute to the Employee the amounts then held in the
Trust attributable to the transferred amount.
4.11 DEDUCTIBLE VOLUNTARY EMPLOYEE CONTRIBUTIONS
The Administrator will not accept deductible Employee contributions which
are made for a taxable year beginning after December 31, 1986.
Contributions made prior to that date will be maintained in a separate
account which will be nonforfeitable at all times and which will share in
the gains and losses of the trust in the same manner as described in
Section 5.02. No part of the deductible voluntary contribution account
will be used to purchase life insurance. Subject to Article 8, the
Participant may withdraw any part of the deductible voluntary contribution
account upon request.
4.12 RESERVED
ARTICLE 5 PARTICIPANTS' ACCOUNTS
5.01 INDIVIDUAL ACCOUNTS
The Administrator will establish and maintain an Account for each
Participant which will reflect Employer and Employee Contributions made on
behalf of the Participant and earnings, expenses, gains and losses
attributable thereto, and 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.
5.02 VALUATION OF ACCOUNTS
Participant Accounts will be valued at their fair market value at least
annually as of a date specified by the Administrator in accordance with a
method consistently followed and uniformly applied, and on such date
earnings, expenses, gains and losses on investments made with amounts in
each Participant's Account will be allocated to such Account. Participants
will be furnished statements of their Account values at least once each
Plan Year.
5.03 CODE SECTION 415 LIMITATIONS
Notwithstanding any other provisions of the Plan:
Subsections (a)(1) through (a)(4)--(These subsections apply to Employers
who do not maintain any qualified Plan including a Welfare Benefit Fund, an
Individual Medical Account, or a simplified Employee pension in addition to
this Plan.)
(a)(1) If the Participant does not participate in, and has never
participated in any other qualified Plan, Welfare Benefit Fund, Individual
Medical Account, or a simplified Employee pension, as defined in section
408(k) of the Code, maintained by the Employer, which provides an annual
addition as defined in Section 5.03(e)(1), the amount of Annual Additions
to a Participant's Account for a Limitation Year shall not exceed the
lesser of the Maximum Permissible Amount or any other limitation contained
in this Plan. If the Employer contribution that would otherwise be
contributed or allocated to the Participant's account would cause the
annual additions for the limitation year to exceed the maximum permissible
amount, the amount contributed or allocated will be reduced so that the
annual additions for the limitation year will equal the maximum permissible
amount.
(a)(2) Prior to the determination of the Participant's actual Compensation
for a Limitation Year, the Maximum Permissible Amount may be determined on
the basis of a reasonable estimation of the Participant's Compensation for
such Limitation Year, uniformly determined for all Participants similarly
situated. Any Employer contributions based on estimated annual
Compensation shall be reduced by any Excess Amounts carried over from prior
years.
(a)(3) As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for such Limitation Year
shall be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(a)(4) If, pursuant to subsection (a)(3) or as a result of the allocation
of forfeitures, or a reasonable error in determining the total Elective
Deferrals there is an Excess Amount with respect to a Participant for a
Limitation Year, such Excess Amount shall be disposed of as follows:
(A) Any Elective Deferrals, to the extent they would reduce the Excess
Amount, will be returned to the Participant.
(B) If after the application of paragraph (A) an Excess amount still
exists and the Participant is in the service of the Employer which is
covered by the Plan at the end of the Limitation Year, then such Excess
Amount shall be reapplied to reduce future Employer contributions under
this Plan for the next Limitation Year (and for each succeeding year, as
necessary) for such Participant, so that in each such Year the sum of
actual Employer contributions plus the reapplied amount shall equal the
amount of Employer contributions which would otherwise be made to such
Participant's Account.
(C) If after the application of paragraph (A) an Excess Amount still
exists and the Participant is not in the service of the Employer which is
covered by the Plan at the end of a Limitation Year, then such Excess
Amount will be held unallocated in a suspense account. The suspense
account will be applied to reduce future Employer contributions for all
remaining Participants in the next Limitation Year and each succeeding
Limitation Year if necessary.
(D) If a suspense account is in existence at any time during the
Limitation Year pursuant to this subsection, it will not participate in the
allocation of the Trust Fund's investment gains and losses. All amounts in
the suspense account must be allocated to the Accounts of Participants
before any Employer contribution may be made for the Limitation Year.
Except as provided in paragraph (A), Excess Amounts may not be distributed
to Participants or former Participants.
Subsections (b)(1) through (b)(6)--(These subsections apply to Employers
who, in addition to this Plan, maintain one or more Plans, all of which are
qualified Master or Prototype defined contribution Plans, any Welfare
Benefit Fund, any Individual Medical Account, or any simplified Employee
pension.)
(b)(1) If, in addition to this Plan, the Participant is covered under any
other qualified defined contribution Plans (all of which are qualified
Master or Prototype Plans), Welfare Benefit Funds, Individual Medical
Accounts, or simplified Employee pension Plans, maintained by the Employer,
that provide an annual addition as defined in Section 5.03(e)(1), the
amount of Annual Additions to a Participant's Account for a Limitation
Year, shall not exceed the lesser of:
(A) the Maximum Permissible Amount, reduced by the sum of any Annual
Additions to the Participant's accounts for the same Limitation Year under
such other qualified Master or Prototype defined contribution Plans, and
Welfare Benefit Funds, Individual Medical Accounts, and simplified Employee
pensions, or
(B) any other limitation contained in this Plan.
If the annual additions with respect to the Participant under other
qualified Master or Prototype defined contribution Plans Welfare Benefit
Funds, Individual Medical Accounts and simplified Employee pensions
maintained by the Employer are less than the maximum permissible amount and
the Employer contribution that would otherwise be contributed or allocated
to the Participant's Account under this Plan would cause the annual
additions for the limitation year to exceed this limitation, the amount
contributed or allocated will be reduced so that the annual additions under
all such Plans and funds for the limitation year will equal the maximum
permissible amount. If the annual additions with respect to the
Participant under such other qualified Master or Prototype defined
contribution Plans, Welfare Benefit Funds, Individual Medical Accounts and
simplified Employee pensions in the aggregate are equal to or greater than
the maximum permissible amount, no amount will be contributed or allocated
to the Participant's Account under this Plan for the limitation year.
(b)(2) Prior to the determination of the Participant's actual Compensation
for the Limitation Year, the amounts referred to in (b)(1)(A) above may be
determined on the basis of a reasonable estimation of the Participant's
Compensation for such Limitation Year, uniformly determined for all
Participants similarly situated. Any Employer contribution based on
estimated annual Compensation shall be reduced by any Excess Amounts
carried over from prior years.
(b)(3) As soon as is administratively feasible after the end of the
Limitation Year, the amounts referred to in (b)(1)(A) shall be determined
on the basis of the Participant's actual Compensation for such Limitation
Year.
(b)(4) If a Participant's Annual Additions under this Plan and all such
other Plans result in an Excess Amount, such Excess Amount shall be deemed
to consist of the Annual Additions last allocated, except that Annual
Additions attributable to a simplified Employee pension will be deemed to
have been allocated first, followed by Annual Additions to a Welfare
Benefit Fund or Individual Medical Account regardless of the actual
allocation date.
(b)(5) If an Excess Amount was allocated to a Participant on an allocation
date of this Plan which coincides with an allocation date of another Plan,
the Excess Amount attributed to this Plan will be the product of:
(A) the total Excess Amount allocated as of such date (including any
amount which would have been allocated but for the limitations of Section
415 of the Code), times
(B) the ratio of (i) the Annual Additions allocated to the Participant as
of such date under this Plan, divided by (ii) the Annual Additions
allocated as of such date under all qualified defined contribution Plans
(determined without regard to the limitations of Section 415 of the Code).
(b)(6) Any Excess Amounts attributed to this Plan shall be disposed of as
provided in subsection (a)(4).
Subsection (c)--(This subsection applies only to Employers who, in addition
to this Plan, maintain one or more qualified Plans which are qualified
defined contribution Plans other than Master or Prototype Plans.)
(c) If the Employer also maintains another Plan which is a qualified
defined contribution Plan other than a Master or Prototype Plan, Annual
Additions allocated under this Plan on behalf of any Participant shall be
limited in accordance with the provisions of (b)(1) through (b)(6), as
though the other Plan were a Master or Prototype Plan, unless the Employer
provides other limitations in the Adoption Agreement.
Subsection (d)--(This subsection applies only to Employers who, in
addition to this Plan, maintain or at any time maintained a qualified
defined benefit Plan.)
(d) If the Employer maintains, or at any time maintained, a qualified
defined benefit Plan, the sum of any Participant's Defined Benefit Fraction
and Defined Contribution Fraction shall not exceed the combined Plan
limitation of 1.0 in any Limitation Year. The combined Plan limitation
will be met as provided by the Employer in the Adoption Agreement.
Subsections (e)(1) through (e)(9)--(Definitions.)
(e)(1) "Annual Additions" means the sum of the following amounts credited
to a Participant for a Limitation Year:
(A) all Employer contributions,
(B) all Employee contributions,
(C) all forfeitures,
(D) Amounts allocated, after March 31, 1984, to an Individual Medical
Account which is part of a pension or annuity Plan maintained by the
Employer are treated as Annual Additions to a defined contribution Plan.
Also, amounts derived from contributions paid or accrued after December 31,
1985, in taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
Employee, as defined in Section 419A(d)(3) of the Code, under a Welfare
Benefit Fund maintained by the Employer are treated as Annual Additions to
a defined contribution Plan, and
(E) Allocations under a simplified Employee pension.

For purposes of this Section 5.03, amounts reapplied to reduce Employer
contributions under subsection (a)(4) shall also be included as Annual
Additions.
(e)(2) "Compensation" means wages as defined in Section 3401(a) of the
Code and all other payments of Compensation to an Employee by the employer
(in the course of the employer's trade or business) for which the employer
is required to furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) 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.) For any
Self-Employed Individual Compensation will mean Earned Income.
For limitation years beginning after December 31, 1991, for purposes of
applying the limitations of this article, Compensation for a limitation
year is the Compensation actually paid or made available during such
limitation year.
(e)(3) "Defined Benefit Fraction" means a fraction, the numerator of which
is the sum of the Participant's annual benefits (adjusted to an actuarially
equivalent straight life annuity if such benefit is expressed in a form
other than a straight life annuity or qualified joint and survivor annuity)
under all the defined benefit Plans (whether or not terminated) maintained
by the Employer, each such annual benefit computed on the assumptions that
the Participant will remain in employment until the normal retirement age
under each such Plan (or the Participant's current age, if later) and that
all other factors used to determine benefits under such Plan will remain
constant for all future Limitation Years, and the denominator of which is
the lesser of 125 percent of the dollar limitation determined for the
Limitation Year under Sections 415(b)(1)(A) and 415(d) of the Code or 140
percent of the Participant's average Compensation for the 3 highest
consecutive calendar years of service during which the Participant was
active in each such Plan, including any adjustments under Section 415(b) of
the Code. However, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after December 31, 1986 in one
or more defined benefit Plans maintained by the Employer which were in
existence on May 6, 1986 then the denominator of the Defined Benefit
Fraction shall not be less than 125 percent of the Participant's total
accrued benefit as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and
conditions of the Plan after May 5, 1986, under all such defined benefit
Plans as met, individually and in the aggregate, the requirements of
Section 415 of the Code for all Limitation Years beginning before January
1, 1987.
(e)(4) "Defined Contribution Fraction" means a fraction, the numerator of
which is the sum for the current and all prior Limitation Years of (A) all
Annual Additions (if any) to the Participant's accounts under each defined
contribution Plan (whether or not terminated) maintained by the Employer,
and (B) all Annual Additions attributable to the Participant's
nondeductible Employee contributions to all defined benefit Plans (whether
or not terminated) maintained by the Employer, and the Participant's Annual
Additions attributable to all Welfare Benefit Funds, Individual Medical
Accounts, and simplified Employee pensions, maintained by the Employer, and
the denominator of which is the sum of the maximum aggregate amounts for
the current and all prior Limitation Years during which the Participant was
an Employee (regardless of whether the Employer maintained a defined
contribution Plan in any such year).
The maximum aggregate amount in any Limitation Year is the lesser of 125
percent of the dollar limitation in effect under Section 415(c)(1)(A) of
the Code for each such year or 35 percent of the Participant's Compensation
for each such year.

If the Participant was a Participant as of the first day of the first
Limitation Year beginning after December 31, 1986 in one or more defined
contribution Plans maintained by the Employer which were in existence on
May 6, 1986 then the numerator of the Defined Contribution Fraction shall
be adjusted if the sum of this fraction and the Defined Benefit Fraction
would otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment an amount equal to the product of (i) the excess of the sum of
the fractions over 1.0 times (ii) the denominator of this fraction will be
permanently subtracted from the numerator of this fraction. The adjustment
is calculated using the fractions as they would be computed as of the end
of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan made after
May 6, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987. The annual addition
for any limitation year beginning before January 1, 1987 shall not be
recomputed to treat all Employee contributions as annual additions.
(e)(5) "Employer" means the Employer and any Related Employer that adopts
this Plan. In the case of a group of employers which constitutes a
controlled group of corporations (as defined in Section 414(b) of the Code
as modified by Section 415(h)) or which constitutes trades or businesses
(whether or not incorporated) which are under common control (as defined in
Section 414(c) of the Code as modified by Section 415(h) of the Code) or
which constitutes an affiliated service group (as defined in Section
414(m)of the Code) and any other entity required to be aggregated with the
Employer pursuant to regulations issued under Section 414(o) of the Code,
all such employers shall be considered a single employer for purposes of
applying the limitations of this Section 5.03.
(e)(6) "Excess Amount" means the excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount.
(e)(7) "Individual Medical Account" means an individual medical account as
defined in Section 415(l)(2) of the Code.
(e)(8) "Limitation Year" means the Plan Year. All qualified Plans of the
Employer must use the same Limitation Year. If the Limitation Year is
amended to a different 12-consecutive month period, the new Limitation Year
must begin on a date within the Limitation Year in which the amendment is
made.
(e)(9) "Master or Prototype Plan" means a Plan the form of which is the
subject of a favorable opinion letter from the Internal Revenue Service.
(e)(10) "Maximum Permissible Amount" means for a Limitation Year with
respect to any Participant the lesser of (i) $30,000 or, if greater, 25
percent of the dollar limitation set forth in Section 415(b)(1) of the
Code, as in effect for the Limitation Year, or (ii) 25 percent of the
Participant's Compensation for the Limitation Year. If a short Limitation
Year is created because of an amendment changing the Limitation Year to a
different 12-consecutive month period, the Maximum Permissible Amount will
not exceed the limitation in (e)(10)(i) multiplied by a fraction whose
numerator is the number of months in the short Limitation Year and whose
denominator is 12.
The Compensation limitation referred to in subsection (e)(10)(ii) shall not
apply to any contribution for medical benefits within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code after separation from
service which is otherwise treated as an Annual Addition under Section
419A(d)(2) or Section 415(l)(1) of the Code.
(e)(11) "Welfare Benefit Fund" means a welfare benefit fund as defined in
Section 419(e) of the Code.
ARTICLE 6 INVESTMENT OF CONTRIBUTIONS
6.01 MANNER OF INVESTMENT
All contributions made to the Accounts of Participants shall be held for
investment by the Trustee. The Accounts of Participants shall be invested
and reinvested only in eligible investments selected by the Employer in
Section 1.14(b), subject to Section 14.10.
6.02 INVESTMENT DECISIONS
Investments shall be directed by each Participant in accordance with this
Section and Section 1.14(a). Pursuant to Section 14.04, the Trustee shall
have no discretion or authority with respect to the investment of the Trust
Fund.
(a) Reserved
(b) Each Participant shall direct the investment of his Account among the
Fidelity Funds listed in Section 1.14(b). The Participant shall file
initial investment instructions with the Administrator, on such form as the
Administrator may provide, selecting the Funds in which amounts credited to
his Account will be invested.
(1) Except as provided in this Section 6.02, only authorized Plan contacts
and the Participant shall have access to a Participant's Account. While
any balance remains in the Account of a Participant after his death, the
Beneficiary of the Participant shall make decisions as to the investment of
the Account as though the Beneficiary were the Participant. To the extent
required by a qualified domestic relations order as defined in Section
414(p) of the Code, an alternate payee shall make investment decisions with
respect to a Participant's Account as though such alternate payee were the
Participant.
(2) If the Trustee receives any contribution under the Plan as to which
investment instructions have not been provided, the Trustee shall promptly
notify the Administrator and the Administrator shall take steps to elicit
instructions from the Participant. The Trustee shall credit any such
contribution to the Participant's Account and such amount shall be invested
in the Fidelity Fund selected by the Employer for such purposes or, absent
Employer selection, in the most conservative Fidelity Fund listed in
Section 1.14(b), until investment instructions have been received by the
Trustee.
(c) All dividends, interest, gains and distributions of any nature received
in respect of Fund Shares shall be reinvested in additional shares of that
Fidelity Fund.
(d) Expenses attributable to the acquisition of investments shall be
charged to the Account of the Participant for which such investment is
made.
6.03 PARTICIPANT DIRECTIONS TO TRUSTEE
All Participant initial investment instructions filed with the
Administrator pursuant to the provisions of Section 6.02 shall be promptly
transmitted by the Administrator to the Trustee. A Participant shall
transmit subsequent investment instructions directly to the Trustee by
means of the telephone exchange system maintained by the Trustee for such
purposes. The method and frequency for change of investments will be
determined under the (a) rules applicable to the investments selected by
the Employer in Section 1.14(b) and (b) the additional rules of the
Employer, if any, limiting the frequency of investment changes, which are
included in a separate written administrative procedure adopted by the
Employer and accepted by the Trustee. The Trustee shall have no duty to
inquire into the investment decisions of a Participant or to advise him
regarding the purchase, retention or sale of assets credited to his
Account.
ARTICLE 7 RIGHT TO BENEFITS
7.01 NORMAL OR EARLY RETIREMENT
Each Participant who attains his Normal Retirement Age or, if so provided
by the Employer in Section 1.06(b), Early Retirement Age will have a 100
percent nonforfeitable interest in his Account regardless of any vesting
schedule elected in Section 1.07. If a Participant retires upon the
attainment of Normal or Early Retirement Age, such retirement is referred
to as a normal retirement. Upon his normal retirement the balance of the
Participant's Account, plus any amounts thereafter credited to his Account,
subject to the provisions of Section 7.08, will be distributed to him in
accordance with Article 8.
If a Participant separates from service before satisfying the age
requirements for early retirement, but has satisfied the service
requirement, the Participant will be entitled to elect an early retirement
distribution upon satisfaction of such age requirement.
7.02 LATE RETIREMENT
If a Participant continues in the service of the Employer after attainment
of Normal Retirement Age, he will continue to have a 100 percent
nonforfeitable interest in his Account and will continue to participate in
the Plan until the date he establishes with the Employer for his late
retirement. Until he retires, he has a continuing election to receive all
or any portion of his Account. Upon the earlier of his late retirement or
the distribution date required under Section 8.08, the balance of his
Account, plus any amounts thereafter credited to his Account, subject to
the provisions of Section 7.08, will be distributed to him in accordance
with Article 8 below.
7.03 DISABILITY RETIREMENT
If so provided by the Employer in Section 1.06(c), a Participant who
becomes disabled will have a 100 percent nonforfeitable interest in his
Account, the balance of which Account, plus any amounts thereafter credited
to his Account, subject to the provisions of Section 7.08, will be
distributed to him in accordance with Article 8 below. A Participant is
considered disabled if he cannot engage in any substantial, gainful
activity because of a medically determinable physical or mental impairment
likely to result in death or to be of a continuous period of not less than
12 months, and terminates his employment with the employer. Such
termination of employment is referred to as a disability retirement.
Determinations with respect to disability shall be made by the
Administrator who may rely on the criteria set forth in Section 1.06(c) as
evidence that the Participant is disabled.
7.04 DEATH
Subject, if applicable, to Section 8.04, if a Participant dies before the
distribution of his Account has commenced, or before such distribution has
been completed, his Account shall become 100 percent vested 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 7.08.
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. In the case of a married
Participant the Participant's spouse shall be deemed to be the designated
Beneficiary unless the Participant's spouse has consented to another
designation in the manner described in Section 8.03(d).
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 in a lump sum to the deceased Beneficiary's estate.
7.05 OTHER TERMINATION OF EMPLOYMENT
If a Participant terminates his employment for any reason other than death
or normal, late, or disability retirement, he will be entitled to a
termination benefit equal to (a) the vested percentage(s) of the value of
the Matching and/or Discretionary 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 (b) the value of the Deferral, Qualified Discretionary and
Rollover Contributions to his Account as adjusted for income, expense, gain
or loss. The amount payable under this Section 7.05 will be subject to the
provisions of Section 7.08 and will be distributed in accordance with
Article 8 below.
7.06 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 Employer 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 7.07 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 7.07 below, any balance
in the Participant's separate account will remain fully vested and
nonforfeitable.
7.07 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 7.05 will be forfeited by him upon the
complete distribution to him of the vested portion of his Account, if any,
subject to the possibility of reinstatement as described in the following
paragraph. For purposes of this paragraph, if the value of an Employee's
vested account balance is zero, the Employee 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 next payable under the Plan (or
administrative expenses of the Plan); the forfeitures shall be held in a
money market fund pending such application.
If a Participant forfeits any portion of his Account under the preceding
paragraph but does again become an Employee after such date, then the
amount so forfeited, without any adjustment for the earnings, expenses, or
losses or gains of the assets credited to his Account since the date
forfeited, will be recredited to his Account (or to a separate account as
described in Section 7.06, if applicable) but only if he repays to the Plan
before the earlier of five years after the date of his re employment or the
date he incurs 5 consecutive 1-year breaks in service following the date of
the distribution the amount previously distributed to him, without
interest, under Section 7.05. If an Employee is deemed to receive a
distribution pursuant to this Section 7.07, and the Employee resumes
employment before 5 consecutive 1-year breaks in service, the Employee
shall be deemed to have repaid such distribution on the date of his re
employment. Upon such an actual or deemed repayment, the provisions of the
Plan (including Section 7.06) will thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph will be
derived first from the forfeitures, if any, which as of the date of
recrediting have yet to be applied as provided in the preceding paragraph
and, to the extent such forfeitures are insufficient, from a special
Employer contribution to be made by the Employer.
If a Participant elects not to receive the nonforfeitable portion of his
Account following his termination of employment, the non-vested portion of
his Account shall be forfeited after the Participant has incurred five
consecutive 1-year breaks in service as defined in Section 2.01(a)(33).
No forfeitures will occur solely as a result of a Participant's withdrawal
of Employee contributions.
7.08 ADJUSTMENT FOR INVESTMENT EXPERIENCE
If any distribution under this Article 7 is not made in a single payment,
the amount retained by the Trustee 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 invested and any expenses properly
charged under the Plan and Trust to such amounts.
7.09 PARTICIPANT LOANS
If permitted under Section 1.09, the Administrator shall allow Participants
to apply for a loan from the Plan, subject to the following:
(a) Loan Application. All Plan loans shall be administered by the
Administrator. Applications for loans shall be made to the Administrator
on forms available from the Administrator. Loans shall be made available
to all Participants on a reasonably equivalent basis. For this purpose,
the term "Participant" means any Participant or Beneficiary, including an
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, who is a party-in-interest (as determined under
ERISA Section 3(14)) with respect to the Plan except no loans will be made
to: (i) an Employee who makes a rollover contribution in accordance with
Section 4.10 who has not satisfied the requirements of Section 3.01, or
(ii) a shareholder-Employee or Owner-Employee. For purposes of this
requirement, a shareholder-Employee means an Employee or officer of an
electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Section 318(a)(1) of the Code),
on any day during the taxable year of such corporation, more than 5% of the
outstanding stock of the corporation.
A Participant with an existing loan may not apply for another loan until
the existing loan is paid in full and may not refinance an existing loan or
attain a second loan for the purpose of paying off the existing loan. A
Participant may not apply for more than one loan during each Plan Year.
(b) Limitation of Loan Amount/Purpose of Loan. Loans shall not be made
available to Highly Compensated Employees in an amount greater than the
amount made available to other Employees. No loan to any Participant or
Beneficiary can be made to the extent that such loan when added to the
outstanding balance of all other loans to the Participant or Beneficiary
would exceed the lesser of (a) $50,000 reduced by the excess (if any) of
the highest outstanding balance of loans during the one year period ending
on the day before the loan is made over the outstanding balance of loans
from the Plan on the date the loan is made, or (b) one-half the present
value of the nonforfeitable Account of the Participant. For the purpose of
the above limitation, all loans from all Plans of the Employer and Related
Employers are aggregated. A Participant may not request a loan for less
than $1,000. The Employer may provide that loans only be made from certain
contribution sources within Participant Account(s) by notifying the Trustee
in writing of the restricted source.
Loans may be made for any purpose or if elected by the Employer in Section
1.09(a), on account of hardship only. A loan will be considered to be made
on account of hardship only if made on account of an immediate and heavy
financial need described in Section 7.10(b)(1).
(c) Terms of Loan. All loans shall bear a reasonable rate of interest as
determined by the Administrator based on the prevailing interest rates
charged by persons in the business of lending money for loans which would
be made under similar circumstances. The determination of a reasonable
rate of interest must be based on appropriate regional factors unless the
Plan is administered on a national basis in which case the Administrator
may establish a uniform reasonable rate of interest applicable to all
regions.
All loans shall by their terms require that repayment (principal and
interest) be amortized in level payments, not less than quarterly, over a
period not extending beyond five years from the date of the loan unless
such loan is for the purchase of a Participant's primary residence, in
which case the repayment period may not extend beyond ten years from the
date of the loan. A Participant may prepay the outstanding loan balance
prior to maturity without penalty.
(d) Security. Loans must be secured by the Participant's Accounts not to
exceed 50 percent of the Participant's vested Account. A Participant must
obtain the consent of his or her spouse, if any, to use a Participant
Account as security for the loan, if the provisions of Section 8.03 apply
to the Participant. Spousal consent shall be obtained no earlier than the
beginning of the 90-day period that ends on the date on which the loan is
to be so secured. The consent must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a Plan representative or
notary public. Such consent shall thereafter be binding with respect to
the consenting spouse or any subsequent spouse with respect to that loan.

(e) Default. The Administrator shall treat a loan in default if:
(1) any scheduled repayment remains unpaid more than 90 days;
(2) there is an outstanding principal balance existing on a loan after the
last scheduled repayment date.
Upon default or termination of employment, the entire outstanding principal
and accrued interest shall be immediately due and payable. If a
distributable event (as defined by the Code) has occurred, the
Administrator shall direct the Trustee to foreclose on the promissory note
and offset the Participant's vested Account by the outstanding balance of
the loan. If a distributable event has not occurred, the Administrator
shall direct the Trustee to foreclose on the promissory note and offset the
Participant's vested Account as soon as a distributable event occurs.
(f) Pre-existing loans. The provision in paragraph (a) of this Section
7.09 limiting a Participant to one outstanding loan shall not apply to
loans made before the Employer adopted this prototype Plan document. A
Participant may not apply for a new loan until all outstanding loans made
before the Employer adopted this prototype Plan have been paid in full.
The Trustee may accept any loans made before the Employer adopted this
prototype Plan document except such loans which require the Trustee to hold
as security for the loan property other than the Participant's vested
Account.
As of the effective date of amendment of this Plan in Section 1.01(g)(2),
the Trustee shall have the right to reamortize the outstanding principal
balance of any Participant loan that is delinquent. Such reamortization
shall be based upon the remaining life of the loan and the original
maturity date may not be extended.
Notwithstanding any other provision of this Plan, the portion of the
Participant's vested Account used as a security interest held by the Plan
by reason of a loan outstanding to the Participant shall be taken into
account for purposes of determining the amount of the Account payable at
the time of death or distribution, but only if the reduction is used as
repayment of the loan. If less than 100% of the Participant's vested
Account (determined without regard to the preceding sentence) is payable to
the surviving spouse, then the Account shall be adjusted by first reducing
the vested Account by the amount of the security used as repayment of the
loan, and then determining the benefit payable to the surviving spouse.
No loan to any Participant or Beneficiary can be made to the extent that
such loan when added to the outstanding balance of all other loans to the
Participant or Beneficiary would exceed the lesser of (a) $50,000 reduced
by the excess (if any) of the highest outstanding balance of loans during
the one year period ending on the day before the loan is made over the
outstanding balance of loans from the Plan on the date the loan is made, or
(b) one-half the present value of the nonforfeitable Account of the
Participant. For the purpose of the above limitation, all loans from all
Plans of the Employer and Related Employers are aggregated.
7.10 IN-SERVICE/HARDSHIP WITHDRAWALS
Subject to the provisions of Article 8, a Participant shall not be
permitted to withdraw any Employer or Employee Contributions (and earnings
thereon) prior to retirement or termination of employment, except as
follows:
(a) Age 59 1/2. If permitted under Section 1.11(b), a Participant who
has attained the age of 59 1/2 is permitted to withdraw upon request all
or any portion the Accounts specified by the Employer in 1.11(b).

(b) Hardship. If permitted under Section 1.10, a Participant may apply to
the Administrator to withdraw some or all of his Deferral Contributions
(and earnings thereon accrued as of December 31, 1988) and, if applicable,
Rollover Contributions and such other amounts allowed by a predecessor
Plan, if such withdrawal is made on account of a hardship. For purposes
of this Section, a distribution is made on account of hardship if made on
account of an immediate and heavy financial need of the Employee where
such Employee lacks other available resources. Determinations with respect
to hardship shall be made by the Administrator and shall be conclusive for
purposes of the Plan, and shall be based on the following special rules:
(1) The following are the only financial needs considered immediate and
heavy: expenses incurred or necessary for medical care (within the meaning
of Section 213(d) of the Code) of the Employee, the Employee's spouse,
children, or dependents; the purchase (excluding mortgage payments) of a
principal residence for the Employee; payment of tuition and related
educational fees for the next twelve (12) months of post-secondary
education for the Employee, the Employee's spouse, children or dependents;
or the need to prevent the eviction of the Employee from, or a foreclosure
on the mortgage of, the Employee's principal residence.
(2) A distribution will be considered as necessary to satisfy an immediate
and heavy financial need of the Employee only if:
(i) The Employee has obtained all distributions, other than the hardship
distributions, and all nontaxable (at the time of the loan) loans currently
available under all Plans maintained by the Employer;
(ii) The Employee suspends Deferral Contributions and Employee
Contributions to the Plan for the 12-month period following the date of his
hardship distribution. The suspension must also apply to all elective
contributions and Employee contributions to all other qualified Plans and
non-qualified Plans maintained by the Employer, other than any mandatory
employer contribution portion of a defined benefit Plan, including stock
option, stock purchase and other similar Plans, but not including health
and welfare benefit Plans (other than the cash or deferred arrangement
portion of a cafeteria Plan);
(iii) The distribution is not in excess of the amount of an immediate and
heavy financial need (including amounts necessary to pay any Federal, state
or local income taxes or penalties reasonably anticipated to result from
the distribution); and
(iv) The Employee agrees to limit Deferral Contributions (elective
contributions) to the Plan and any other qualified Plan maintained by the
Employer for the Employee's taxable year immediately following the taxable
year of the hardship distribution to the applicable limit under Section
402(g) of the Code for such taxable year less the amount of such Employee's
Deferral Contributions for the taxable year of the hardship distribution.
(3) A Participant must obtain the consent of his or her spouse, if any, to
obtain a hardship withdrawal, if the provisions of Section 8.03 apply to
the Participant.
(c) Employee Contributions. A Participant may elect to withdraw, in cash,
up to one hundred percent of the amount then credited to his Employee
Contribution Account. Such withdrawals shall be limited to one (1) per
Plan Year unless this prototype Plan document is an amendment of a prior
Plan document, in which case the rules and restrictions governing Employee
contribution withdrawals, if any, are incorporated herein by reference.
7.11 PRIOR PLAN IN-SERVICE DISTRIBUTION RULES
If designated by the Employer in Section 1.11(b), or Section 1.11(c)(2) or
(3)a Participant shall be entitled to withdraw at anytime prior to his
termination of employment, subject to the provisions of Article 8 and the
prior Plan, any vested Employer Contributions maintained in a Participant's
Account for the specified period of time.
ARTICLE 8 DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE.
8.01 DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES
(a) Distributions from the Trust 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 1.11, under a systematic withdrawal Plan
(installment(s)) upon retirement, death, disability, or other termination
of employment, unless another form of distribution is required or permitted
in accordance with paragraph (d) of this Section 8.01 or Sections 1.11(c),
8.02, 8.03, 8.04 or 11.02. A distribution may be made in Fund Shares, at
the election of the Participant, pursuant to the qualifying rollover of
such distribution to a Fidelity Investments individual retirement account.
(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 beyond the life expectancy of the
Participant or the joint life expectancies of the Participant and his
Beneficiary, or, if the Participant dies prior to the commencement of his
benefits the life expectancy of the Participant's Beneficiary, as further
described in Section 8.04.
(c) Notwithstanding the provisions of Section 8.01(b) above, if a
Participant's Account is, and at the time of any prior distribution(s) was,
$3,500 or less, the balance of such Account shall be distributed in a lump
sum as soon as practicable following retirement, disability, death or other
termination of employment.
(d) This paragraph (d) applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Article 8, a
distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement Plan specified by the distributee
in a direct rollover. The following definitions shall apply for purposes
of this paragraph (d):
(1) Eligible rollover distribution. An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities).
(2) Eligible retirement plan. An eligible retirement plan is an individual
retirement account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an annuity Plan
described in Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to a surviving spouse, an eligible retirement Plan is an
individual retirement account or individual retirement annuity.
(3) Distributee. A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are distributees with regard to the interest of
the spouse or former spouse.
(4) Direct rollover. A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.
(5) If a distribution is one to which Sections 401(a)(11) and 417 of the
Code do not apply, such distribution may commence less than 30 days after
the notice required under Section 1.411(a) - 11(c) of the Income Tax
Regulations is given, provided that:
(a) the Plan Administrator clearly informs the Distributee that the
Distributee has a right to a period of at least 30 days after receiving
the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
(b) the Distributee after receiving the notice affirmatively elects a
distribution.
8.02 ANNUITY DISTRIBUTIONS
If so provided in Section 1.11(c), a Participant may elect distributions
made in whole or in part in the form of an annuity contract subject to the
provisions of Section 8.03.
(a) An annuity contract distributed under the Plan must be purchased from
an insurance company and must be nontransferable. The terms of an annuity
contract shall comply with the requirements of the Plan and distributions
under such contract shall be made in accordance with Section 401(a)(9) of
the Code and the regulations thereunder.
(b) The payment period of an annuity contract distributed to the
Participant pursuant to this Section may be as long as the Participant
lives. If the annuity is payable to the Participant and his spouse or
designated Beneficiary, the payment period of an annuity contract may be
for as long as either the Participant or his spouse or designated
Beneficiary lives. Such an annuity may provide for an annuity certain
feature for a period not exceeding the life expectancy of the Participant.
If the annuity is payable to the Participant and his spouse such period may
not exceed the joint life and last survivor expectancy of the Participant
and his spouse, or, if the annuity is payable to the Participant and a
designated Beneficiary, the joint life and last survivor expectancy of the
Participant and such Beneficiary. If the Participant dies prior to the
commencement of his benefits, the payment period of an annuity contract
distributed to the Beneficiary of the Participant may be as long as the
Participant's Beneficiary lives, and may provide for an annuity certain
feature for a period not exceeding the life expectancy of the Beneficiary.
Any annuity contract distributed under the Plan must provide for non
increasing payments.
8.03 JOINT AND SURVIVOR ANNUITIES/PRE-RETIREMENT SURVIVOR ANNUITIES
(a) Application. The provisions of this Section supersede any conflicting
provisions of the Plan; provided, however, that paragraph (b) of this
Section shall not apply if the Participant's Account does not exceed or at
the time of any prior distribution did not exceed $3,500. A Participant is
described in this Section only if (i) the Participant has elected
distribution of his Account in the form of an Annuity Contract in
accordance with Section 8.02, or (ii) the Trustee has directly or
indirectly received a transfer of assets from another Plan (including a
predecessor Plan) to which Section 401(a)(11) of the Code applies with
respect to such Participant.
(b) Retirement Annuity. Unless the Participant elects to waive the
application of this subsection in a manner satisfying the requirements of
subsection (d) below, to the extent applicable to the Participant, within
the 90-day period preceding his Annuity Starting Date (which election may
be revoked, and if revoked, remade, at any time in such period), the vested
Account due any Participant to whom this subsection (b) applies will be
paid to him by the purchase and delivery to him of an annuity contract
described in Section 8.02 providing a life annuity only form of benefit or,
if the Participant is married as of his Annuity Starting Date, providing an
immediate annuity for the life of the Participant with a survivor annuity
for the life of the Participant's spouse (determined as of the date of
distribution of the contract) which is 50 percent of the amount of the
annuity which is payable during the joint lives of the Participant and such
spouse. The Participant may elect to receive distribution of his benefits
in the form of such annuity as of the earliest date on which he could elect
to receive retirement benefits under the Plan. Within the period beginning
90 days prior to the Participant's Annuity Starting Date and ending 30 days
prior to such Date, the Administrator will provide such Participant with a
written explanation of (i) the terms and conditions of the annuity contract
described herein, (ii) the Participant's right to make and the effect of an
election to waive application of this subsection, (iii) the rights of the
Participant's spouse under subsection (d), and (iv) the right to revoke and
the period of time effect of a revocation of the election to waive
application of this subsection.
(c) Annuity Death Benefit. Unless the Participant elects to waive the
application of this subsection in a manner satisfying the requirements of
subsection (d) below at any time within the applicable election period
(which election may be revoked, and if revoked, remade, at any time in such
period), if a married Participant to whom this Section applies dies before
his Annuity Starting Date, then notwithstanding any designation of a
Beneficiary to the contrary, 50 percent of his vested Account will be
applied to purchase an annuity contract described in Section 8.02 providing
an annuity for the life of the Participant's surviving spouse, which
contract will then be promptly distributed to such spouse. In lieu of the
purchase of such an annuity contract, the spouse may elect in writing to
receive distributions under the Plan as if he or she had been designated by
the Participant as his Beneficiary with respect to 50 percent of his
Account. For purposes of this subsection, the applicable election period
will commence on the first day of the Plan Year in which the Participant
attains age 35 and will end on the date of the Participant's death,
provided that in the case of a Participant who terminates his employment
the applicable election period with respect to benefits accrued prior to
the date of such termination will in no event commence later than the date
of his termination of employment. A Participant may elect to waive the
application of this subsection prior to the Plan Year in which he attains
age 35, provided that any such waiver will cease to be effective as of the
first day of the Plan Year in which the Participant attains age 35.
The Administrator will provide a Participant to whom this subsection
applies with a written explanation with respect to the annuity death
benefit described in this subsection (c) comparable to that required under
subsection (b) above. Such explanation shall be furnished within whichever
of the following periods ends last: (i) the period beginning with the
first day of the Plan Year in which the Participant reaches age 32 and
ending with the end of the Plan Year preceding the Plan Year in which he
reaches age 35, (ii) a reasonable period ending after the Employee becomes
a Participant, (iii) a reasonable period ending after this Section 8.04
first becomes applicable to the Participant in accordance with Section
8.04(a), (iv) in the case of a Participant who separates from service
before age 35, a reasonable period of time ending after separation from
service. For purposes of the preceding sentence, the two-year period
beginning one year prior to the date of the event described in clause (ii),
(iii) or (iv), whichever is applicable, and ending one year after such date
shall be considered reasonable, provided, that in the case of a Participant
who separates from service under (iv) above and subsequently recommences
employment with the Employer, the applicable period for such Participant
shall be predetermined in accordance with this subsection.
(d) Requirements of Elections. This subsection will be satisfied with
respect to a waiver or designation which is required to satisfy this
subsection if such waiver or designation is in writing and either
(1) the Participant's spouse consents thereto in writing, which consent
must acknowledge the effect of such waiver or designation and be witnessed
by a notary public or Plan representative, or
(2) the Participant establishes to the satisfaction of the Administrator
that the consent of the Participant's spouse cannot be obtained because
there is no spouse, because the spouse cannot be located or because of such
other circumstances as the Secretary of Treasury may prescribe.
Any consent by a spouse, or establishment that the consent of a spouse
may not be obtained, will be effective only with respect to a specific
Beneficiary (including any class of beneficiaries or any contingent
beneficiaries) or form of benefits identified in the Participant's waiver
or designation, unless the consent of the spouse expressly permits
designations by the Participant without any requirement of further consent
by the spouse. A consent which permits such designations by the
Participant shall acknowledge that the spouse has the right to limit
consent to a specific Beneficiary and form of benefits and that the spouse
voluntarily elects to relinquish both such rights. A consent by a spouse
shall be irrevocable once made. Any such consent, or establishment that
such consent may not be obtained, will be effective only with respect to
such spouse. For purposes of subsections (b) and (c) above, no consent of
a spouse shall be valid unless the notice required by such subsection,
whichever is applicable, has been provided to the Participant.
(e) Former Spouse. For purposes of this Section 8.03, a former spouse of a
Participant will be treated as the spouse or surviving spouse of the
Participant, and a current spouse will not be so treated, to the extent
required under a qualified domestic relations order, as defined in Section
414(p) of the Code.
(f) Vested Account Balance. For purposes of this Section, vested Account
shall include the aggregate value of the Participant's vested Account
derived from Employer and Employee contributions (including rollovers),
whether vested before or upon death. The provisions of this Section shall
apply to a Participant who is vested in amounts attributable to Employer
contributions, Employee contributions, or both, upon death or at the time
of distribution.
8.04 INSTALLMENT DISTRIBUTIONS
This Section shall be interpreted and applied in accordance with the
regulations under Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of section 1.401(a)(9)-2 of the
regulations.
(a) In General. If a Participant's benefit may be distributed in
accordance with Section 8.01(b), the amount to be distributed for each
calendar year for which a minimum distribution is required shall be at
least an amount equal to the quotient obtained by dividing the
Participant's interest in his Account by the life expectancy of the
Participant or Beneficiary or the joint life and last survivor expectancy
of the Participant and his Beneficiary, whichever is applicable. For
calendar years beginning before January 1, 1989, if a Participant's
Beneficiary is not his spouse, the method of distribution selected must
insure that at least 50 percent of the present value of the amount
available for distribution is paid within the life expectancy of the
Participant. For calendar years beginning after December 31, 1988 the
amount to be distributed for each calendar year shall not be less than an
amount equal to the quotient obtained by dividing the Participant's
interest in his Account by the lesser of (i) the applicable life expectancy
under Section 8.01(b), or (ii) if a Participant's Beneficiary is not his
spouse, the applicable divisor determined under Section 1.401(a)(9)-2, Q&A
4 of the Proposed Treasury Regulations, or any successor regulations of
similar import. Distributions after the death of the Participant shall be
made using the applicable life expectancy under (i) above, without regard
to Section 1.401(a)(9)-2 of such regulations.
The minimum distribution required under this subsection (a) for the
calendar year immediately preceding the calendar year in which the
Participant's required beginning date, as determined under Section 8.08(b),
occurs shall be made on or before the Participant's required beginning
date, as so determined. Minimum distributions for other calendar years
shall be made on or before the close of such calendar year.

(b) Additional Requirements for Distributions After Death of Participant.
(1) Distribution beginning before Death. If the Participant dies before
distribution of his benefits has begun, distributions shall be made in
accordance with the provisions of this paragraph. Distributions under
Section 8.01(a) shall be completed by the close of the calendar year in
which the fifth anniversary of the death of the Participant occurs.
Distributions under Section 8.01(b) shall commence, if the Beneficiary is
not the Participant's spouse, not later than the close of the calendar year
immediately following the calendar year in which the death of the
Participant occurs. Distributions under Section 8.01(b) to a Beneficiary
who is the Participant's surviving spouse shall commence not later than the
close of the calendar year in which the Participant would have attained age
70 1/2 or, if later, the close of the calendar year immediately following
the calendar year in which the death of the Participant occurs. In the
event such spouse dies prior to the date distribution to him or her
commences, he or she will be treated for purposes of this subsection (other
than the preceding sentence) as if he or she were the Participant. If the
Participant has not designated a Beneficiary, or the Participant or
Beneficiary has not effectively selected a method of distribution,
distribution of the Participant's benefit shall be completed by the close
of the calendar year in which the fifth anniversary of the death of the
Participant occurs.
Any amount paid to a child of the Participant will be treated as if it had
been paid to the surviving spouse if the amount becomes payable to the
surviving spouse when the child reaches the age of majority.
For purposes of this subsection (b)(1), the life expectancy of a
Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant's spouse irrevocably elects otherwise prior
to the time distributions are required to begin. Life expectancy shall be
computed in accordance with the provisions of subsection (a) above.
(2) Distribution beginning after Death. If the Participant dies after
distribution of his benefits has begun, distributions to the Participant's
Beneficiary will be made at least as rapidly as under the method of
distribution being used as of the date of the Participant's death.
For purposes of this Section 8.04(b), distribution of a Participant's
interest in his Account will be considered to begin as of the Participant's
required beginning date, as determined under Section 8.08(b). If
distribution in the form of an annuity irrevocably commences prior to such
date, distribution will be considered to begin as of the actual date
distribution commences.
(c) Life Expectancy. For purposes of this Section, life expectancy shall
be recalculated annually in the case of the Participant or a Beneficiary
who is the Participant's spouse unless the Participant or Beneficiary
irrevocably elects otherwise prior to the time distributions are required
to begin. If not recalculated in accordance with the foregoing, life
expectancy shall be calculated using the attained age of the Participant or
Beneficiary, whichever is applicable, as of such individual's birth date in
the first year for which a minimum distribution is required reduced by one
for each elapsed calendar year since the date life expectancy was first
calculated. For purposes of this Section, life expectancy and joint life
and last survivor expectancy shall be computed by use of the expected
return multiples in Table V and VI of section 1.72-9 of the income tax
Regulations.
A Participant's interest in his Account for purposes of this Section 8.04
shall be determined as of the last valuation date in the calendar year
immediately preceding the calendar year for which a minimum distribution is
required, increased by the amount of any contributions allocated to, and
decreased by any distributions from, such Account after the valuation date.
Any distribution for the first year for which a minimum distribution is
required made after the close of such year shall be treated as if made
prior to the close of such year.
8.05 IMMEDIATE DISTRIBUTIONS
If the Account distributable to a Participant exceeds, or at the time of
any prior distribution exceeded, $3,500, no distribution will be made to
the Participant before he reaches his Normal Retirement Age (or age 62, if
later), unless the written consent of the Participant has been obtained.
Such consent shall be made in writing within the 90-day period ending on
the Participant's Annuity Starting Date. Within the period beginning 90
days before the Participant's Annuity Starting Date and ending 30 days
before such Date, the Administrator will provide such Participant with
written notice comparable to the notice described in Section 8.03(b)
containing a general description of the material features and an
explanation of the relative values of the optional forms of benefit
available under the Plan and informing the Participant of his right to
defer receipt of the distribution until his Normal Retirement Age (or age
62, if later).
The consent of the Participant's spouse must also be obtained if the
Participant is subject to the provisions of Section 8.03(a), unless the
distribution will be made in the form of the applicable retirement annuity
contract described in Section 8.03(b). A spouse's consent to early
distribution, if required, must satisfy the requirements of Section
8.03(d).
Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy
Section 401(a)(9) or Section 415 of the Code. In addition, upon termination
of the Plan if it does not offer an annuity option (purchased from a
commercial provider) and if the Employer or any Related Employer does not
maintain another defined contribution Plan (other than an Employee stock
ownership Plan as defined in Code Section 4975(e)(7)) the Participant's
Account will, without the Participant's consent, be distributed to the
Participant. However, if any Related Employer maintains another defined
contribution Plan (other than an Employee stock ownership Plan as defined
in Section 4975(e)(7) of the Code) then the Participant's Account will be
transferred, without the Participant's consent, to the other Plan if the
Participant does not consent to an immediate distribution.
8.06 DETERMINATION OF METHOD OF DISTRIBUTION
The Participant will determine the method of distribution of benefits to
himself and may determine the method of distribution to his Beneficiary.
Such determination will be made prior to the time benefits become payable
under the Plan. If the Participant does not determine the method of
distribution to his Beneficiary or if the Participant permits his
Beneficiary to override his determination, the Beneficiary, in the event of
the Participant's death, will determine the method of distribution of
benefits to himself as if he were the Participant. A determination by the
Beneficiary must be made no later than the close of the calendar year in
which distribution would be required to begin under Section 8.04(b) or, if
earlier, the close of the calendar year in which the fifth anniversary of
the death of the Participant occurs.
8.07 NOTICE TO TRUSTEE
The Administrator will notify the Trustee in a medium acceptable to the
Trustee whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the
form of benefits that such Participant or Beneficiary shall receive and (in
the case of distributions to a Participant) the name of any designated
Beneficiary or Beneficiaries.
8.08 TIME OF DISTRIBUTION
In no event will distribution to a Participant be made later than the
earlier of the dates described in (a) and (b) below:
(a) Absent the consent of the Participant (and his spouse, if appropriate),
the 60th day after the close of the Plan Year in which occurs the later of
the date on which the Participant attains age 65, the date on which the
Participant ceases to be employed by the Employer; or the 10th anniversary
of the year in which the Participant commenced participation in the Plan;
and
(b) April 1 of the calendar year first following the calendar year in which
the Participant attains age 70 1/2 or, in the case of a Participant who had
attained age 70 1/2 before January 1, 1988, the required beginning date
determined in accordance with (1) or (2) below:
(1) The required beginning date of a Participant who is not a 5-percent
owner is the first day of April of the calendar year following the calendar
year in which the later of retirement or attainment of age 70-1/2 occurs.
(2) The required beginning date of a Participant who is a 5-percent owner
during any year beginning after December 31, 1979, is the first day of
April following the later of:
(i) the calendar year in which the Participant attains age 70-1/2, or
(ii) the earlier of the calendar year with or within which ends the Plan
year in which the Participant becomes a 5-percent owner, or the calendar
year in which the Participant retires.
Notwithstanding the foregoing, in the case of a Participant who attained
age 70 1/2 during 1988 and who had not retired prior to January 1, 1989,
the required beginning date described in this paragraph shall be April 1,
1990.
Notwithstanding (a) above, the failure of a Participant (and spouse) to
consent to a distribution while a benefit is immediately distributable,
within the meaning of Section 8.05, shall be deemed to be an election to
defer commencement of payment of any benefit sufficient to satisfy (a)
above. Once distributions have begun to a 5-percent owner under (b) above,
they must continue to be distributed, even if the Participant ceases to be
a 5-percent owner in a subsequent year. For purposes of (b) above, a
Participant is treated as a 5-percent owner if such Participant is a
5-percent owner as defined in Section 416(i) of the Code (determined in
accordance with Section 416 but without regard to whether the Plan is
top-heavy) at any time during the Plan year ending with or within the
calendar year in which such owner attains age 66-1/2 or any subsequent Plan
year.
The Administrator shall notify the Trustee in a medium acceptable to the
Trustee whenever a distribution is necessary in order to comply with the
minimum distribution rules set forth in this Section.
8.09 WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES
The Administrator will at all times be responsible for determining the
whereabouts of each Participant or Beneficiary who may be entitled to
benefits under the Plan and will at all times be responsible for
instructing the Trustee in writing as to the current address of each such
Participant or Beneficiary. The Trustee will be entitled to rely on the
latest written statement received from the Administrator as to such
addresses. The Trustee will be under no duty to make any distributions
under the Plan unless and until it has received written instructions from
the Administrator satisfactory to the Trustee containing the name and
address of the distributor, the time when the distribution is to occur, and
the form which the distribution will take. Notwithstanding the foregoing,
if the Trustee attempts to make a distribution in accordance with the
Administrator's instructions but is unable to make such distribution
because the whereabouts of the distributee is unknown, the Trustee will
notify the Administrator of such situation and thereafter the Trustee will
be under no duty to make any further distributions to such distributee
until it receives further written instructions from the Administrator. If
a benefit is forfeited because the Administrator determines that the
Participant or beneficiary cannot be found, such benefit will be reinstated
by the Sponsor if a claim is filed by the Participant or Beneficiary with
the Administrator and the Administrator confirms the claim to the Sponsor.

ARTICLE 9 TOP-HEAVY PROVISIONS.
9.01 APPLICATION
If the Plan is or becomes a Top-Heavy Plan in any Plan Year or is
automatically deemed to be Top-Heavy in accordance with the Employer's
election in Section 1.12(a)(1) of the Adoption Agreement, the provisions of
this Article 9 shall supersede any conflicting provision in the Plan.
9.02 DEFINITIONS
For purposes of this Article 9, the following terms have the meanings set
forth below:
(a) Key Employee. Any Employee or former Employee (and the Beneficiary of
any such Employee) who at any time during the determination period was (i)
an officer of the Employer whose annual Compensation exceeds 50 percent of
the dollar limitation under Section 415(b)(1)(A) of the Code, (ii) an owner
(or considered an owner under Section 318 of the Code) of one of the ten
largest interests in the Employer if such individual's annual Compensation
exceeds the dollar limitation under Section 415(c)(1)(A) of the Code, (iii)
a 5-percent owner of the Employer, or (iv) a 1-percent owner of the
Employer who has annual Compensation of more than $150,000. For purposes
of this paragraph, the determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of
who is a Key Employee shall be made in accordance with Section 416(i)(1) of
the Code and the regulations thereunder. Annual Compensation means
Compensation as defined in Section 5.03(e)(2), but including amounts
contributed by the Employer pursuant to a salary reduction agreement which
are excludable from the Employee's gross income under Section 125, Section
402(a)(8), and Section 403(b) of the Code.
(b) Top-Heavy Plan. The Plan is a Top-Heavy Plan if any of the following
conditions exists:
(1) the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is
not part of any Required Aggregation Group or Permissive Aggregation Group;
(2) the Plan is a part of a Required Aggregation Group but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the Required
Aggregation Group exceeds 60 percent; or
(3) the Plan is a part of a Required Aggregation Group and a Permissive
Aggregation Group and the Top-Heavy Ratio for both Groups exceeds 60
percent.
(c) Top-Heavy Ratio.
(1) With respect to this Plan, or with respect to any Required
Aggregation Group or Permissive Aggregation Group that consists solely of
defined contribution Plans (including any simplified Employee pension
Plans) and the Employer has not maintained any defined benefit Plan which
during the 5-year period ending on the determination date(s) has or has had
accrued benefits, the Top-Heavy Ratio is a fraction, the numerator of which
is the sum of the account balances of all Key Employees under the Plans as
of the Determination Date (including any part of any account balance
distributed in the 5-year period ending on the Determination Date), and the
denominator of which is the sum of all account balances (including any part
of any account balance distributed in the 5-year period ending on the
Determination Date) of all Participants under the Plans as of the
Determination Date. Both the numerator and denominator of the Top-Heavy
Ratio shall be increased, to the extent required by Section 416 of the
Code, to reflect any contribution which is due but unpaid as of the
Determination Date.

(2) With respect to any Required Aggregation Group or Permissive
Aggregation Group that includes one or more defined benefit Plans which,
during the 5-year period ending on the Determination Date, has covered or
could cover a Participant in this Plan, the Top-Heavy Ratio is a fraction,
the numerator of which is the sum of the account balances under the defined
contribution Plans for all Key Employees and the present value of accrued
benefits under the defined benefit Plans for all Key Employees, and the
denominator of which is the sum of the account balances under the defined
contribution Plans for all Participants and the present value of accrued
benefits under the defined benefit Plans for all Participants. Both the
numerator and denominator of the Top-Heavy Ratio shall be increased for any
distribution of an account balance or an accrued benefit made in the 5-year
period ending on the Determination Date and any contribution due but unpaid
as of the Determination Date.

(3) For purposes of (1) and (2) above, the value of Accounts and the
present value of accrued benefits will be determined as of the most recent
Valuation Date that falls within or ends with the 12-month period ending on
the Determination Date, except as provided in Section 416 of the Code and
the regulations thereunder for the first and second Plan years of a defined
benefit Plan. The Account and accrued benefits of a Participant (i) who is
not a Key Employee but who was a Key Employee in a prior year, or (ii) who
has not been credited with at least one Hour of Service with the Employer
at any time during the 5-year period ending on the Determination Date, will
be disregarded. The calculation of the Top-Heavy Ratio, and the extent to
which distributions, rollovers, and transfers are taken into account, shall
be made in accordance with Section 416 of the Code and the regulations
thereunder. Deductible Employee contributions shall not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating
Plans, the value of Accounts and accrued benefits shall be calculated with
reference to the Determination Dates that fall within the same calendar
year.
For purposes of determining if the Plan, or any other Plan included in a
Required Aggregation Group of which this Plan is a part, is a Top-Heavy
Plan, the accrued benefit in a defined benefit Plan of an Employee other
than a Key Employee shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all Plans maintained by the
Employer, or (b) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Section 411(b)(1)(C) of the Code.
(d) Permissive Aggregation Group. The Required Aggregation Group plus any
other qualified Plans of the Employer or a Related Employer which, when
considered as a group with the Required Aggregation Group, would continue
to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.
(e) Required Aggregation Group.
(1) Each qualified Plan of the Employer or Related Employer in which at
least one Key Employee participates, or has participated at any time during
the determination period (regardless of whether the Plan has terminated),
and
(2) any other qualified Plan of the Employer or Related Employer which
enables a Plan described in (1) above to meet the requirements of Sections
401(a)(4) or 410 of the Code.
(f) Determination Date. For any Plan Year of the Plan subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, the last day of that Plan Year.
(g) Valuation Date. The Determination Date.
(h) Present Value. Present value shall be based only on the interest rate
and mortality table specified in the Adoption Agreement.

9.03 MINIMUM CONTRIBUTION
(a) Except as otherwise provided in (b) and (c) below, the Discretionary
Contributions made on behalf of any Participant who is not a Key Employee
shall not be less than the lesser of 3 percent (or such other percent
elected by the Employer in Section 1.12(c)) of such Participant's
Compensation or, in the case where the Employer has no defined benefit Plan
which designates this Plan to satisfy Section 401 of the Code, the largest
percentage of Employer contributions, as a percentage of the Key Employee's
Compensation, as limited by Section 401(a)(17) of the Code, made on behalf
of any Key Employee for that year. For purposes of computing the minimum
contribution, Compensation shall mean Compensation as limited by Section
401(a)(17) of the Code. Further, the minimum contribution under this
Section 9.03, shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive a contribution, or
would have received a lesser contribution for the year, because (i) the
Participant failed to complete 1,000 Hours of Service or any equivalent
service requirement provided in the Adoption Agreement; or (ii) the
Participant's Compensation was less than a stated amount.
(b) The provisions of (a) above shall not apply to any Participant who was
not employed by the Employer on the last day of the Plan Year.
(c) The Employer contributions for the Plan Year made on behalf of each
Participant who is not a Key Employee and who is a Participant in a defined
benefit Plan maintained by the Employer shall not be less than 5 percent of
such Participant's Compensation, unless the Employer has provided in
Section 1.12(c) that the minimum contribution requirement will be met in
the other Plan or Plans of the Employer.
(d) The minimum contribution required under (a) above (to the extent
required to be nonforfeitable under Section 416(b) of the Code) may not be
forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
9.04 ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS
If this Plan is in Top-Heavy status, the number 100 shall be substituted
for the number 125 in subsections (e)(3) and (e)(4) of Section 5.03.
However, this substitution shall not take effect with respect to this Plan
in any Plan Year in which the following requirements are satisfied:
(a) The Employer contributions for such Plan Year made on behalf of each
Participant who is not a Key Employee and who is a Participant in a defined
benefit Plan maintained by the Employer is not less than 7 1/2 percent of
such Participant's Compensation.
(b) The sum of the present value as of the Determination Date of (i) the
aggregate accounts of all Key Employees under all defined contribution
Plans of the Employer and (ii) the cumulative accrued benefits of all Key
Employees under all defined benefit Plans of the Employer does not exceed
90 percent of the same amounts determined for all Participants under all
Plans of the Employer that are Top-Heavy Plans, excluding Accounts and
accrued benefits for Employees who formerly were but are no longer Key
Employees.

The substitutions of the number 100 for 125 shall not take effect in any
limitation Year with respect to any Participant for whom no benefits are
accrued or contributions made for such Year.
9.05 MINIMUM VESTING
For any Plan Year in which the Plan is a Top-Heavy Plan and all Plan Years
thereafter, the Top-Heavy vesting schedule elected in Section 1.07(a)(1) or
1.12(d), as applicable, will automatically apply to the Plan. The
Top-Heavy vesting schedule applies to all benefits within the meaning of
Section 411(a)(7) of the Code except those attributable to Employee
Contributions or those already subject to a vesting schedule which vests at
least as rapidly in all cases as the schedule elected in Section 1.12(d),
including benefits accrued before the Plan becomes a Top-Heavy Plan.
Further, no decrease in a Participant's nonforfeitable percentage may occur
in the event the Plan's status as a Top-Heavy Plan changes for any Plan
Year. However, this Section 9.05 does not apply to the Account of any
Employee who does not have an Hour of Service after the Plan has initially
become a Top-Heavy Plan and such Employee's Account attributable to
Employer Contributions will be determined without regard to this Section
9.05.

ARTICLE 10 AMENDMENT AND TERMINATION.
10.01 AMENDMENT BY EMPLOYER
The Employer reserves the authority, subject to the provisions of Article 1
and Section 10.03, to amend the Plan:
(a) Changing Elections Contained in the Adoption Agreement. 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 except that retroactive
changes to a previous election or elections pursuant to the regulations
issued under Section 401(a)(4) of the Code shall be permitted. 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 Sections 415 or 416
of the Code because of the required aggregation of multiple Plans by
completing overriding Plan language in the Adoption Agreement. The
Employer may also add certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not
cause the Plan to be treated as an individually designed Plan; or
(b) Other Changes. By amending any provision of the Plan for any reason
other than those specified in (a) above. However, upon making such
amendment, including a waiver of the minimum funding requirement under
Section 412(d) of the Code, the Employer may no longer participate in this
prototype Plan arrangement and will be deemed to have an individually
designed Plan. Following such amendment, the Trustee may transfer the
assets of the Trust to the trust forming part of such newly adopted Plan
upon receipt of sufficient evidence (such as a determination letter or
opinion letter from the Internal Revenue Service or an opinion of counsel
satisfactory to the Trustee) that such trust will be a qualified trust
under the Code.
(c) Amendment Procedure. 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 change(s) is/are to be
effective on the effective date of such amended Adoption Agreement. The
Employer may from time to time make any amendment to the Plan that may be
necessary to satisfy the Internal Revenue Code or ERISA. The Board of
Directors for a Corporate Employer or other individual specified in the
resolution adopting this Plan shall act on behalf of a Corporation.
10.02 AMENDMENT BY PROTOTYPE SPONSOR
The Prototype Sponsor may in its discretion amend the Plan or the Adoption
Agreement at any time, subject to the provisions of Article 1 and Section
10.03, and provided that the Prototype Sponsor mails a copy of such
amendment to the Employer at its last known address as shown on the books
of the Prototype Sponsor.
10.03 AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS
(a) Except as permitted by Section 10.04, no amendment to the Plan shall be
effective to the extent that it has the effect of decreasing a
Participant's Account or eliminating an optional form of benefit with
respect to benefits attributable to service before the amendment.
Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his Account, determined as of
the later of the date the amendment is adopted or the date it becomes
effective, will not be less than the Participant's nonforfeitable interest
in his Account determined without regard to such amendment.

(b) If the Plan's vesting schedule is amended, including any amendment
resulting from a change to or from Top-Heavy Plan status, or the Plan is
amended in any way that directly or indirectly affects the computation of a
Participant's nonforfeitable interest in his Account, each Participant with
at least three (3) Years of Service for Vesting with the Employer may
elect, within a reasonable period after the adoption of the amendment, to
have the nonforfeitable percentage of his Account computed under the Plan
without regard to such amendment. The Participant's election may be made
within 60 days from the latest of (i) the date the amendment is adopted;
(ii) the date the amendment becomes effective; or (iii) the date the
Participant is issued written notice of the amendment by the Employer or
the Administrator.
10.04 RETROACTIVE AMENDMENTS
An amendment made by the sponsor in accordance with Section 10.02 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 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 10.01.
10.05 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.
10.06 DISTRIBUTION UPON TERMINATION OF THE PLAN
Upon termination or partial termination of the Plan or complete
discontinuance of contributions thereunder, each Participant (including a
terminated Participant with respect to amounts not previously forfeited by
him) who is affected by such termination or partial termination or
discontinuance will have a fully vested interest in his Account, and,
subject to Section 4.05 and Article 8, the Trustee will distribute to each
Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee will notify the Administrator of such situation
and the Trustee will be under no duty to make any distributions under the
Plan until it receives written instructions from the Administrator. Upon
the completion of such distributions, the Trust will terminate, the Trustee
will be relieved from all liability under the Trust, and no Participant or
other person will have any claims thereunder, except as required by
applicable law.
10.07 MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS
In case of any merger or consolidation of the Plan with, or transfer of
assets and liabilities of the Plan to, any other Plan, provision must be
made so that each Participant would, if the Plan then terminated, receive a
benefit immediately after the merger, consolidation or transfer which is
equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer if the Plan had
then terminated.
ARTICLE 11 AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF
FUNDS TO OR FROM OTHER QUALIFIED PLANS
11.01 AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN
In the event the Employer has previously established a Plan (the
"predecessor Plan") which is a defined contribution Plan under the Code and
which on the date of adoption of the Plan meets the applicable requirements
of section 401(a) of the Code, the Employer may, in accordance with the
provisions of the predecessor Plan, amend and continue the predecessor Plan
in the form of the Plan and become the Employer hereunder, subject to the
following:
(a) Subject to the provisions of the Plan, each individual who was a
Participant or former Participant in the predecessor Plan immediately prior
to the effective date of such amendment and continuation will become a
Participant or former Participant in the Plan;
(b) No election may be made under the vesting provisions of the Adoption
Agreement if such election would reduce the benefits of a Participant under
the Plan to less than the benefits to which he would have been entitled if
he voluntarily separated from the service of the Employer immediately prior
to such amendment and continuation;
(c) No amendment to the Plan shall decrease a Participant's accrued benefit
or eliminate an optional form of benefit and if the amendment of the
predecessor Plan in the form of the Plan results in a change in the method
of crediting service for vesting purposes between the general method set
forth in Section 2530.200b-2 of the Department of Labor Regulations and the
elapsed time method in Section 2.01(a)(33) of the Plan, each Participant
with respect to whom the method of crediting vesting service is changed
shall be treated in the manner set forth by the provisions of Section
1.410(a)-7(f)(1) of the Treasury Regulations which are incorporated herein
by reference.
(d) The amounts standing to the credit of a Participant's Account
immediately prior to such amendment and continuation which represent the
amounts properly attributable to (i) contributions by the Participant and
(ii) contributions by the Employer and forfeitures will constitute the
opening balance of his Account or Accounts under the Plan;
(e) Amounts being paid to a former Participant or to a Beneficiary in
accordance with the provisions of the predecessor Plan will continue to be
paid in accordance with such provisions;
(f) Any election and waiver of the qualified pre-retirement annuity in
effect after August 23, 1984, under the predecessor Plan immediately before
such amendment and continuation will be deemed a valid election and waiver
of Beneficiary under Section 8.04 if such designation satisfies the
requirements of Section 8.04(d), unless and until the Participant revokes
such election and waiver under the Plan; and
(g) Unless the Employer and the Trustee agree otherwise, all assets of the
predecessor trust will be deemed to be assets of the Trust as of the
effective date of such amendment. Such assets will be invested by the
Trustee as soon as reasonably practicable pursuant to Article 6. The
Employer agrees to assist the Trustee in any way requested by the Trustee
in order to facilitate the transfer of assets from the predecessor trust to
the Trust Fund.
11.02 TRANSFER OF FUNDS FROM AN EXISTING PLAN
The Employer may from time to time direct the Trustee, in accordance with
such rules as the Trustee may establish, to accept cash, allowable Fund
Shares or Participant loan promissory notes transferred for the benefit of
Participants from a trust forming part of another qualified Plan under the
Code, provided such Plan is a defined contribution Plan. Such transferred
assets will become assets of the Trust as of the date they are received by
the Trustee. Such transferred assets will be credited to Participants'
Account in accordance with their respective interests immediately upon
receipt by the Trustee. A Participant's interest under the Plan in
transferred assets which were fully vested and nonforfeitable under the
transferring Plan will be fully vested and nonforfeitable at all times.
Such transferred assets will be invested by the Trustee in accordance with
the provisions of paragraph (g) of Section 11.01 as if such assets were
transferred from a predecessor Plan. No transfer of assets in accordance
with this Section may cause a loss of an accrued or optional form of
benefit protected by Section 411(d)(6) of the Code.
11.03 ACCEPTANCE OF ASSETS BY TRUSTEE
The Trustee will not accept assets which are not either in a medium proper
for investment under the Plan, as set forth in Section 1.14(b), or in cash.
Such assets shall be accompanied by written instructions showing separately
the respective contributions by the prior employer and by the Employee, and
identifying the assets attributable to such contributions. The Trustee
shall establish such accounts as may be necessary or appropriate to reflect
such contributions under the Plan. The Trustee shall hold such assets for
investment in accordance with the provisions of Article 6, and shall in
accordance with the written instructions of the Employer make appropriate
credits to the Accounts of the Participants for whose benefit assets have
been transferred.
11.04 TRANSFER OF ASSETS FROM TRUST
The Employer may direct the Trustee to transfer all or a specified portion
of the Trust assets to any other Plan or Plans maintained by the Employer
or the employer or employers of a former Participant or Participants,
provided that the Trustee has received evidence satisfactory to it that
such other Plan meets all applicable requirements of the Code. The assets
so transferred shall be accompanied by written instructions from the
Employer naming the persons for whose benefit such assets have been
transferred, showing separately the respective contributions by the
Employer and by each Participant, if any, and identifying the assets
attributable to the various contributions. The Trustee shall have no
further liabilities with respect to assets so transferred.
ARTICLE 12 MISCELLANEOUS
12.01 COMMUNICATION TO PARTICIPANTS
The Plan will be communicated to all Participants by the Employer promptly
after the Plan is adopted.
12.02 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. It is a condition of the Plan, and each Participant expressly
agrees by his participation herein, that each Participant will look solely
to the assets held in the Trust for the payment of any benefit to which he
is entitled under the Plan.
12.03 NONALIENABILITY OF BENEFITS AND QUALIFIED DOMESTIC RELATIONS ORDERS
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. The preceding sentence shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect
to a Participant pursuant to a domestic relations order, unless such order
is determined by the Plan Administrator to be a qualified domestic
relations order, as defined in Section 414(p) of the Code, or any domestic
relations order entered before January 1, 1985. The Administrator must
establish reasonable procedures to determine the qualified status of a
domestic relations order. Upon receiving a domestic relations order, the
Administrator will promptly notify the Participant and any alternate payee
named in the order, in writing, of the receipt of the order and the Plan's
procedures for determining the qualified status of the order. Within a
reasonable period of time after receiving the domestic relations order, the
Administrator must determine the qualified status of the order and must
notify the Participant and each alternate payee, in writing, of its
determination. The Administrator must provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with the Department of Labor regulations.
If any portion of the Participant's Account is payable during the period
the Administrator is making its determination of the qualified status of
the domestic relations order, the Administrator must make a separate
accounting of the amounts payable. If the Administrator determines the
order is a qualified domestic relations order within 18 months of the date
amounts first are payable following receipt of the order, the Administrator
will direct the Trustee to distribute the payable amounts in accordance
with the order. If the Administrator does not make his determination of
the qualified status of the order within the 18 month determination period,
the Administrator will direct the Trustee to distribute the payable amounts
in the manner the Plan would distribute if the order did not exist and will
apply the order prospectively if the Administrator later determines the
order is a qualified domestic relations order.
A domestic relations order will not fail to be deemed a qualified domestic
relations order merely because it requires the distribution or segregation
of all or part of a Participant's Account with respect to an alternate
payee prior to the Participant's earliest retirement age (as defined in
Section 414(p) of the Code) under the Plan. A distribution to an alternate
payee prior to the Participant's attainment of the earliest retirement age
is available only if: (1) the order specifies distribution at that time;
and (2) if the present value of the alternate payee's benefits under the
Plan exceeds $3,500, and the order requires, the alternate payee consents
to any distribution occurring prior to the Participant's attainment of
earliest retirement age.
12.04 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.
12.05 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 and any regulations issued or forms adopted by the Treasury
Department thereunder or under the provisions of ERISA and any regulations
issued or forms adopted by the Labor Department thereunder.
12.06 EFFECT OF FAILURE TO QUALIFY UNDER CODE
Notwithstanding any other provision contained herein, if the Employer fails
to obtain or retain approval of the Plan by the Internal Revenue Service as
a qualified Plan under the Code, the Employer may no longer participate in
this prototype Plan arrangement and will be deemed to have an individually
designed Plan.
12.07 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 Adoption
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 addresser's then effective notice address.
12.08 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.
12.09 NON-DISCRIMINATION DATA SUBSTANTIATION
The Employer may elect to follow the guidelines for substantiating
compliance with the non-discrimination rules pursuant to Internal Revenue
Service Revenue Procedure 93-42, Data Substantiation Guidelines and
Non-Discrimination Requirements of Section 401(a)(4), 410(b), and Related
Code Sections. The guidance in this Revenue Procedure is designed to allow
Employers to use alternative methods for substantiating compliance with the
non-discrimination requirements.
ARTICLE 13 PLAN ADMINISTRATION
13.01 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
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
13.03;
(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 and provide for the distribution
of Code Section 402(f) notices;
(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 fiduciary
responsibilities in accordance with Section 405 of ERISA including the
formation of an Administrative Committee to administer the Plan;
(k) To provide bonding coverage as required under Section 412 of ERISA.
13.02 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.
13.03 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.
13.04 NAMED FIDUCIARY
The Administrator is a "named fiduciary" for purposes of Section 402(a)(1)
of ERISA and has the powers and responsibilities with respect to the
management and operation of the Plan described herein.
13.05 COSTS OF ADMINISTRATION
Unless some or all 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 7.07, 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.

ARTICLE 14 TRUST AGREEMENT
14.01 ACCEPTANCE OF TRUST RESPONSIBILITIES
By executing the Adoption Agreement, the Employer establishes a trust to
hold the assets of the Plan. By executing the Adoption Agreement, the
Trustee agrees to accept the rights, duties and responsibilities set forth
in this Article 14.
14.02 ESTABLISHMENT OF TRUST FUND
A trust is hereby established under the Plan and the Trustee will open and
maintain a Trust account for the Plan and, as part thereof, Participants'
Accounts for such individuals as the Employer shall from time to time give
written notice to the Trustee of Participants in the Plan. The Trustee
will accept and hold in the Trust Fund such contributions on behalf of
Participants as it may receive from time to time from the Employer. The
Trust Fund shall be fully invested and reinvested in accordance with the
applicable provisions of the Plan in Fund Shares or as otherwise provided
in Section 14.10.
14.03 EXCLUSIVE BENEFIT
The Trustee shall hold the assets of the Trust Fund for the exclusive
purpose of providing benefits to Participants and Beneficiaries and
defraying the reasonable expenses of administering the Plan. No assets of
the Plan shall revert to the Employer except as specifically permitted by
the terms of the Plan.
14.04 POWERS OF TRUSTEE
The Trustee shall have no discretion or authority with respect to the
investment of the Trust Fund but shall act solely as a directed trustee of
the funds contributed to it. In addition to and not in limitation of such
powers as the Trustee has by law or under any other provisions of the Plan,
the Trustee will have the following powers, each of which the Trustee
exercises solely as directed Trustee in accordance with the written
direction of the Employer except to the extent a Plan asset is subject to
Participant direction of investment and provided that no such power shall
be exercised in any manner inconsistent with the provisions of ERlSA:
(a) to deal with all or any part of the Trust Fund and to invest all or a
part of the Trust Fund in investments available under the Plan, without
regard to the law of any state regarding proper investment;
(b) to retain uninvested such cash as it may deem necessary or advisable,
without liability for interest thereon, for the administration of the
Trust;
(c) to sell, convert, redeem, exchange, or otherwise dispose of all or any
part of the assets constituting the Trust Fund;
(d) to enforce by suit or otherwise, or to waive, its rights on behalf of
the Trust, and to defend claims asserted against it or the Trust, provided
that the Trustee is indemnified to its satisfaction against liability and
expenses;
(e) to employ such agents and counsel as may be reasonably necessary in
collecting, managing, administering, investing, distributing and
protecting the Trust Fund or the assets thereof and to pay them reasonable
Compensation;
(f) to compromise, adjust and settle any and all claims against or in
favor of it or the Trust;
(g) to oppose, or participate in and consent to the reorganization,
merger, consolidation, or readjustment of the finances of any enterprise,
to pay assessments and expenses in connection therewith, and to deposit
securities under deposit agreements;
(h) to apply for or purchase annuity contracts in accordance with Section
8.02;
(i) to hold securities unregistered, or to register them in its own name
or in the name of nominees;
(j) to appoint custodians to hold investments within the jurisdiction of
the district courts of the United States and to deposit securities with
stock clearing corporations or depositories or similar organizations;
(k) to make, execute, acknowledge and deliver any and all instruments that
it deems necessary or appropriate to carry out the powers herein granted;
and
(l) generally to exercise any of the powers of an owner with respect to
all or any part of the Trust Fund.
The Employer specifically acknowledges and authorizes that affiliates of
the Trustee may act as its agent in the performance of ministerial, non
fiduciary duties under the Trust. The expenses and compensation of such
agent shall be paid by the Trustee.
The Trustee shall provide the Employer with reasonable notice of any claim
filed against the Plan or Trust or with regard to any related matter, or of
any claim filed by the Trustee on behalf of the Plan or Trust or with
regard to any related matter.
14.05 ACCOUNTS
The Trustee will keep full accounts of all receipts and disbursements and
other transactions hereunder. Within 60 days after the close of each Plan
Year, within 60 days after termination of the Trust, and at such other
times as may be appropriate, the Trustee will determine the then net fair
market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is
applicable, and will render to the Employer and Administrator an account of
its administration of the Trust during the period since the last such
accounting, including all allocations made by it during such period.
14.06 APPROVING OF ACCOUNTS
To the extent permitted by law, the written approval of any account by the
Employer or Administrator will be final and binding, as to all matters and
transactions stated or shown therein, upon the Employer, Administrator,
Participants and all persons who then are or thereafter become interested
in the Trust. The failure of the Employer or Administrator to notify the
Trustee within six (6) months after the receipt of any account of its
objection to the account will, to the extent permitted by law, be the
equivalent of written approval. If the Employer or Administrator files any
objections within such six (6) month period with respect to any matters or
transactions stated or shown in the account, and the Employer or
Administrator and the Trustee cannot amicably settle the question raised by
such objections, the Trustee will have the right to have such questions
settled by judicial proceedings. Nothing herein contained will be
construed so as to deprive the Trustee of the right to have judicial
settlement of its accounts. In any proceeding for a judicial settlement of
any account or for instructions, the only necessary parties will be the
Trustee, the Employer and the Administrator.
14.07 DISTRIBUTION FROM TRUST FUND
The Trustee shall make such distribution from the Trust Fund as the
Employer or Administrator may, in writing or any other form(s) acceptable
to the Trustee, direct, as provided by the terms of the Plan, upon
certification by the Employer or Administrator that the same is for the
exclusive benefit of Participants or their Beneficiaries, or for the
payment of expenses of administering the Plan.

14.08 TRANSFER OF AMOUNTS FROM QUALIFIED PLAN
If the Plan provides that amounts may be transferred to the Plan from
another qualified Plan or trust under Section 401(a) of the Code, such
transfer shall be made in accordance with the provisions of the Plan and
with such rules as may be established by the Trustee. The Trustee will
only accept assets which are in a medium proper for investment under this
Agreement or in cash. Such amounts shall be accompanied by written
instructions showing separately the respective contributions by the prior
employer and the transferring Employee, and identifying the assets
attributable to such contributions. The Trustee shall hold such assets for
investment in accordance with the provisions of this Agreement.
14.09 TRANSFER OF ASSETS FROM TRUST
Subject to the provisions of the Plan, the Employer may direct the Trustee
to transfer all or a specified portion of the Trust assets to any other
Plan or Plans maintained by the Employer or the employer or employers of a
former Participant or Participants, provided that the Trustee has received
evidence satisfactory to it that such other Plan meets all applicable
requirements of the Code. The assets so transferred shall be accompanied
by written instructions from the Employer naming the persons for whose
benefit such assets have been transferred, showing separately the
respective contributions by the Employer and by each Participant, if any,
and identifying the assets attributable to the various contributions. The
Trustee shall have no further liabilities with respect to assets so
transferred.
14.10 RESERVED
14.11 VOTING; DELIVERY OF INFORMATION
The Trustee shall deliver, or cause to be executed and delivered, to the
Employer or Plan Administrator all notices, prospectuses, financial
statements, proxies and proxy soliciting materials received by the Trustee
relating to securities held by the Trust or, if applicable, deliver these
materials to the appropriate Participant or the Beneficiary of a deceased
Participant. The Trustee shall not vote any securities held by the Trust
except in accordance with the written instructions of the Employer,
Participant or the Beneficiary of the Participant, if the Participant is
deceased; provided, however, that the Trustee may, in the absence of
instructions, vote "present" for the sole purpose of allowing such shares
to be counted for establishment of a quorum at a shareholders' meeting.
The Trustee shall have no duty to solicit instructions from Participants,
the Beneficiary or the Employer.
14.12 COMPENSATION AND EXPENSES OF TRUSTEE
The Trustee's fee for performing its duties hereunder will be such
reasonable amounts as the Trustee may from time to time specify by written
agreement with the Employer. Such fee, any taxes of any kind which may be
levied or assessed upon or in respect of the Trust Fund and any and all
expenses, including without limitation legal fees and expenses of
administrative and judicial proceedings, reasonably incurred by the Trustee
in connection with its duties and responsibilities hereunder will, unless
some or all have been paid by said Employer, be paid first from forfeitures
resulting under Section 7.07, then from the remaining Trust Fund and will,
unless allocable to the Accounts of particular Participants, be charged
against the respective Accounts of all Participants, in such reasonable
manner as the Trustee may determine.
14.13 RELIANCE BY TRUSTEE ON OTHER PERSONS
The Trustee may rely upon and act upon any writing from any person
authorized by the Employer or Administrator to give instructions concerning
the Plan and may conclusively rely upon and be protected in acting upon any
written order from the Employer or Administrator or upon any other notice,
request, consent, certificate, or other instructions or paper reasonably
believed by it to have been executed by a duly authorized person, so long
as it acts in good faith in taking or omitting to take any such action.
The Trustee need not inquire as to the basis in fact of any statement in
writing received from the Employer or Administrator.
The Trustee will be entitled to rely on the latest certificate it has
received from the Employer or Administrator as to any person or persons
authorized to act for the Employer or Administrator hereunder and to sign
on behalf of the Employer or Administrator any directions or instructions,
until it receives from the Employer or Administrator written notice that
such authority has been revoked.
Notwithstanding any provision contained herein, the Trustee will be under
no duty to take any action with respect to any Participant's Account (other
than as specified herein) unless and until the Employer or Administrator
furnishes the Trustee with written instructions on a form acceptable to the
Trustee, and the Trustee agrees thereto in writing. The Trustee will not
be liable for any action taken pursuant to the Employer's or
Administrator's written instructions (nor for the collection of
contributions under the Plan, nor the purpose or propriety of any
distribution made thereunder).
14.14 INDEMNIFICATION BY EMPLOYER
The Employer shall indemnify and save harmless the Trustee from and against
any and all liability to which the Trustee may be subjected by reason of
any act or conduct (except willful misconduct or negligence) in its
capacity as Trustee, including all expenses reasonably incurred in its
defense.
14.15 CONSULTATION BY TRUSTEE WITH COUNSEL
The Trustee may consult with legal counsel (who may be but need not be
counsel for the Employer or the Administrator) concerning any question
which may arise with respect to its rights and duties under the Plan and
Trust, and the opinion of such counsel will, to the extent permitted by
law, be full and complete protection in respect of any action taken or
omitted by the Trustee hereunder in good faith and in accordance with the
opinion of such counsel.
14.16 PERSONS DEALING WITH THE TRUSTEE
No person dealing with the Trustee will be bound to see to the application
of any money or property paid or delivered to the Trustee or to inquire
into the validity or propriety of any transactions.
14.17 RESIGNATION OR REMOVAL OF TRUSTEE
The Trustee may resign at any time by written notice to the Employer, which
resignation shall be effective 60 days after delivery to the Employer. The
Trustee may be removed by the Employer by written notice to the Trustee,
which removal shall be effective 60 days after delivery to the Trustee.
Upon resignation or removal of the Trustee, the Employer may appoint a
successor trustee. Any such successor trustee will, upon written
acceptance of his appointment, become vested with the estate, rights,
powers, discretion, duties and obligations of the Trustee hereunder as if
he had been originally named as Trustee in this Agreement.
Upon resignation or removal of the Trustee, the Employer will no longer
participate in this prototype Plan and will be deemed to have adopted an
individually designed Plan. In such event, the Employer shall appoint a
successor trustee within said 60-day period and the Trustee will transfer
the assets of the Trust to the successor trustee upon receipt of sufficient
evidence (such as a determination letter or opinion letter from the
Internal Revenue Service or an opinion of counsel satisfactory to the
Trustee) that such trust will be a qualified trust under the Code.

The appointment of a successor trustee shall be accomplished by delivery to
the Trustee of written notice that the Employer has appointed such
successor trustee, and written acceptance of such appointment by the
successor trustee. The Trustee may, upon transfer and delivery of the
Trust Fund to a successor trustee, reserve such reasonable amount as it
shall deem necessary to provide for its fees, Compensation, costs and
expenses, or for the payment of any other liabilities chargeable against
the Trust Fund for which it may be liable. The Trustee shall not be liable
for the acts or omissions of any successor trustee.
14.18 FISCAL YEAR OF THE TRUST
The fiscal year of the Trust will coincide with the Plan Year.
14.19 DISCHARGE OF DUTIES BY FIDUCIARIES
The Trustee and the Employer and any other fiduciary shall discharge their
duties under the Plan and this Trust Agreement solely in the interests of
Participants and their Beneficiaries in accordance with the requirements of
ERISA.
14.20 AMENDMENT
In accordance with provisions of the Plan, and subject to the limitations
set forth therein, this Trust Agreement may be amended by an instrument in
writing signed by the Employer and the Trustee. No amendment to this Trust
Agreement shall divert any part of the Trust Fund to any purpose other than
as provided in Section 2 hereof.
14.21 PLAN TERMINATION
Upon termination or partial termination of the Plan or complete
discontinuance of contributions thereunder, the Trustee will make
distributions to the Participants or other persons entitled to
distributions as the Employer or Administrator directs in accordance with
the provisions of the Plan. In the absence of such instructions and unless
the Plan otherwise provides, the Trustee will notify the Employer or
Administrator of such situation and the Trustee will be under no duty to
make any distributions under the Plan until it receives written
instructions from the Employer or Administrator. Upon the completion of
such distributions, the Trust will terminate, the Trustee will be relieved
from all liability under the Trust, and no Participant or other person will
have any claims thereunder, except as required by applicable law.
14.22 PERMITTED REVERSION OF FUNDS TO EMPLOYER
If it is determined by the Internal Revenue Service that the Plan does not
initially qualify under Section 401 of the Code, all assets then held under
the Plan will be returned by the Trustee, as directed by the Administrator,
to the Employer, but only if the application for determination is made by
the time prescribed by law for filing the Employer's return for the taxable
year in which the Plan was adopted or such later date as may be prescribed
by regulations. Such distribution will be made within one year after the
date the initial qualification is denied. Upon such distribution the Plan
will be considered to be rescinded and to be of no force or effect.
Contributions under Plan are conditioned upon their deductibility under
Section 404 of the Code. In the event the deduction of a contribution made
by the Employer is disallowed under Section 404 of the Code, such
contribution (to the extent disallowed) must be returned to the Employer
within one year of the disallowance of the deduction.
Any contribution made by the Employer because of a mistake of fact must be
returned to the Employer within one year of the contribution.

14.23 GOVERNING LAW
This Trust Agreement will be construed, administered and enforced according
to ERISA and, to the extent not preempted thereby, the laws of the
Commonwealth of Massachusetts.

THE CORPORATEPLAN FOR RETIREMENT 100SM
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
STANDARDIZED ADOPTION AGREEMENT 001
BASIC PLAN NO. 10
ADOPTION AGREEMENT
ARTICLE 1
STANDARDIZED PROFIT SHARING PLAN
1.01 PLAN INFORMATION
(A) NAME OF PLAN:
This is the
________________________ Plan (the "Plan").
(B) TYPE OF PLAN:
(1) 401(k) and Profit Sharing

(2 ) Profit Sharing Only

(3) 401(k) Only
(C) NAME OF PLAN ADMINISTRATOR, IF NOT THE EMPLOYER:

Address:
Phone Number:
The Plan Administrator is the agent for service of legal process for the
Plan.
(D) LIMITATION YEAR (check one):
(1) Calendar Year
(2) Plan Year
(3) Other:
(E) THREE DIGIT PLAN NUMBER:
(F) PLAN YEAR END (month/day):

(G) PLAN STATUS (check one):
(1) Effective Date of new Plan:
(2) Amendment Effective Date: _______________. This is (check one):
(A) an amendment of The CORPORATEplan FOR RETIREMENT 100SM Adoption
Agreement previously executed by the Employer; or
(B) a conversion from another plan document into The CORPORATEplan FOR
RETIREMENT 100SM.

The original effective date of the Plan:
The substantive provisions of the Plan shall apply prior to the Effective
Date to the extent required by the Tax Reform Act of 1986 or other
applicable laws.
1.02 EMPLOYER
(A) THE EMPLOYER IS:
Address:

Contact's Name:

Telephone Number:
(1) Employer's Tax Identification Number:
(2) Business form of Employer (check one):
(A) Corporation (D) Governmental
(B) Sole proprietor or partnership (E) Tax-exempt organization
(C) Subchapter S Corporation
NOTE: A tax-exempt employer, a state or local government or political
subdivision thereof, or any agency or instrumentality thereof, may not
maintain a 401(k) plan. However, a 401(k) plan of a tax-exempt employer
adopted before July 2, 1986, or of a state or local government adopted
before May 7, 1986, is grandfathered and not subject to the restriction.
(3) Employer's fiscal year end:
(4) Date business commenced:

(B) THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (as
defined in Section 2.01(a)(26)) THAT MUST BE INCLUDED IN THE PLAN AND ARE
LISTED BELOW FOR PURPOSES OF REFERENCE:

1.03 COVERAGE
(A) ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW WILL BE ELIGIBLE
TO PARTICIPATE IN THE PLAN:
(1) SERVICE REQUIREMENT (check one):
(A) no service requirement.
(B) six consecutive months of service (no minimum number Hours of Service
can be required).
(C) one Year of Service (1,000 Hours of Service is required during the
Eligibility Computation Period.)
(2) AGE REQUIREMENT (check one):
(A) no age requirement.
(B) must have attained age ______ (not to exceed 21).

(3) THE CLASS OF EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PLAN (check one):
(A) includes all Employees of the Employer.
(B) includes all Employees of the Employer except for Employees covered
by a collective bargaining agreement.

(B) THE ENTRY DATE(S) SHALL BE (check one):
(1) the first day of each Plan Year (not if Section 1.03(a)(1)(C) is
elected).
(2) the first day of each Plan Year and the date six months later.
(3) the first day of each Plan Year and the first day of the fourth,
seventh, and tenth months.
(C) DATE OF INITIAL PARTICIPATION - AN EMPLOYEE WILL BECOME A PARTICIPANT
UNLESS EXCLUDED BY SECTION 1.03(A)(3) ABOVE ON THE ENTRY DATE IMMEDIATELY
FOLLOWING THE DATE THE EMPLOYEE COMPLETES THE SERVICE AND AGE
REQUIREMENT(S) IN SECTION 1.03(A), IF ANY, EXCEPT (check one):
(1) No exceptions.
(2) Employees employed on the Effective Date in Section 1.01(g) will
become Participants on that date.
(3) Employees who meet the age and service requirement(s) of Section
1.03(a) on the Effective Date in Section 1.01(g) will become Participants
on that date.

1.04 COMPENSATION
(A) COMPENSATION WILL MEAN ALL OF EACH PARTICIPANT'S WAGES, TIPS, AND OTHER
COMPENSATION AS REPORTED ON IRS FORM W-2. COMPENSATION FOR SELF-EMPLOYED
INDIVIDUALS AND PARTNERS SHALL INCLUDE EARNED INCOME.
(B) COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION
Contributions for the Plan Year in which an Employee first becomes a
Participant shall be determined based on the Employee's Compensation (check
one):
(1) For the entire Plan Year.
(2) For the portion of the Plan Year in which the Employee is eligible
to participate in the Plan.

1.05 CONTRIBUTIONS
(A) EMPLOYER CONTRIBUTIONS :

(1) DISCRETIONARY FORMULA
The Employer may decide each Plan Year whether to make a Discretionary
Employer Contribution on behalf of eligible Participants in accordance with
Section 4.06. Such contributions may only be FUNDED by the Employer AFTER
the Plan Year ends and shall be allocated to eligible Participants based
upon a nonintegrated allocation formula, in the ratio that each eligible
Participant's Compensation bears to the total Compensation paid to all
eligible Participants for the Plan Year.
(2) ELIGIBILITY REQUIREMENTS
For purposes of 1.05(a)(1), the Employer contribution shall be made for
each Participant who is EITHER employed by the Employer on the last day of
the Plan Year or earns more than 500 Hours of Service during the Plan Year.

Note: Employer contributions funded during the plan year shall be treated
as unconditional contributions.

(B) DEFERRAL CONTRIBUTIONS
(1) REGULAR 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 payroll period in question,
not to exceed ___________% (NO MORE THAN 15%) of Compensation for that
period.
(A) A Participant may increase or decrease, on a prospective basis, his
salary reduction agreement percentage as of the next Entry Date.
(B) A Participant may revoke, on a prospective basis, a salary reduction
agreement at any time upon proper notice to the Administrator but in such
case may not file a new salary reduction agreement until any subsequent
Entry Date.
(2) BONUS CONTRIBUTIONS
The Employer may allow Participants upon proper notice and approval to
enter into a special salary reduction agreement to make Deferral
Contributions in an amount up to 100% of any Employer paid cash bonuses
made for such Participants during the Plan Year.
NOTE: A Participant's Contributions under (2) may not cause the
Participant to exceed the percentage limit specified by the Employer in (1)
after the Plan Year. The Employer has the right to restrict a
Participant's right to make Deferral Contributions if they will adversely
effect the Plan's ability to pass the Actual Deferral Percentage and/or the
Actual Contribution Percentage test.
(3) QUALIFIED DISCRETIONARY CONTRIBUTIONS
The Employer may contribute an amount which it designates as a Qualified
Discretionary Contribution to be included in the Actual Deferral Percentage
or Actual Contribution Percentage test. Qualified Discretionary
Contributions shall be allocated to Non-highly Compensated Employees (check
one):
(A) in the ratio which each such Participant's Compensation for the Plan
Year bears to the total of all such Participants' Compensation for the
Plan Year.
(B) as a flat dollar amount for each such Participant for the Plan Year.
(C) MATCHING CONTRIBUTIONS (only if Section 1.05(b) is checked)
(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) The percentage declared for the year, if any, by a Board of
Directors' resolution.

(2) MATCHING CONTRIBUTION LIMITS (check the appropriate box(es)):
(A) Deferral Contributions in excess of ________% 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 payroll
period.
(B) Matching Contributions for each Participant for each Plan Year shall
be limited to $___________.
(3) ELIGIBILITY REQUIREMENT
A Participant who makes Deferral Contributions during the Plan Year under
Section 1.05(b) shall be entitled to Matching Contributions for that Plan
Year.
(D) EMPLOYEE AFTER-TAX CONTRIBUTIONS - FROZEN CONTRIBUTIONS

(B) THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE
PARTICIPANT ATTAINS AGE (SPECIFY 55 OR GREATER) AND COMPLETES
YEARS OF SERVICE FOR VESTING.
(C) A PARTICIPANT IS ELIGIBLE FOR DISABILITY RETIREMENT IF HE/SHE (check
the appropriate box(es)):
(1) satisfies the requirements for benefits under the Employer's Long-Term
Disability Plan.
(2) satisfies the requirements for Social Security disability benefits.

(3) is determined to be disabled by a physician approved by the Employer.

1.07 VESTING SCHEDULE
(A) THE PARTICIPANT'S VESTED PERCENTAGE IN EMPLOYER CONTRIBUTIONS ELECTED
IN SECTION 1.05(A) AND/OR MATCHING CONTRIBUTIONS ELECTED IN SECTION 1.05(C)
SHALL BE BASED UPON THE SCHEDULE SELECTED BELOW.
(1) EMPLOYER AND/OR MATCHING CONTRIBUTIONS (check one):
(A) N/A - No Employer Contributions
(B) 100% Vesting immediately
(C) 3 year cliff (see C below)
(D) 6 year graduated (see D below)
(E) Other vesting (complete E below)
YEARS OF VESTING SCHEDULE

SERVICE FOR

VESTING C D E

0 0% 0% ___

1 0% 0% ___

2 0% 20% ___

3 100% 40% ___

4 100% 60% ___

5 100% 80% ___

6 100% 100% 100%

NOTE: A schedule elected under E above must be at least as favorable as
one of the schedules in C or D above.
1.08 PREDECESSOR EMPLOYER SERVICE
SERVICE FOR PURPOSES OF ELIGIBILITY IN SECTION 1.03(A)(1) AND VESTING IN
SECTION 1.07(A) OF THIS PLAN SHALL INCLUDE SERVICE WITH THE FOLLOWING
EMPLOYER(S):
(A)
(B)
(C)
(D)
1.09 PARTICIPANT LOANS
PARTICIPANT LOANS (check (a) or (b)):
(A) WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.09, SUBJECT TO A
$1,000 MINIMUM AMOUNT AND WILL BE GRANTED (check (1) or (2)):
(1) for any purpose.
(2) for hardship withdrawal (as defined in Section 7.10) purposes only.
(B) WILL NOT BE ALLOWED.
1.10 HARDSHIP WITHDRAWALS
PARTICIPANT WITHDRAWALS FOR HARDSHIP PRIOR TO TERMINATION OF EMPLOYMENT
(check one):

(1) Deferral Contribution Account
(2) All vested Accounts
(C) CHECK IF THE PLAN WAS CONVERTED (BY PLAN AMENDMENT) FROM ANOTHER
DEFINED CONTRIBUTION PLAN, AND THE BENEFITS WERE PAYABLE AS (check the
appropriate box(es)):
(1) a form of single or joint and survivor life annuity.
(2) an in-service withdrawal of vested Employer Contributions
maintained in a Participant's Account (check (A) and/or (B)):
(A) for at least (24 or more) months.
(B) after the Participant has at least 60 months of participation.
(3) NOTE TO EMPLOYER: Check this box if you have another distribution
option that is a "protected benefit" under Section 411(d)(6) of the
Internal Revenue Code.
These additional forms of benefit may be provided for such plans under
Articles 7 or 8.
NOTE: Under Federal Law, distributions to Participants must generally begin
no later than April 1 following the year in which the Participant attains
age 70 1/2.
1.12 TOP HEAVY STATUS
(A) THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF ARTICLE
9 (check one):
(1) for each Plan Year.
(2) for each Plan Year, if any, for which the Plan is Top-Heavy as defined
in Section 9.02.
(3) Not applicable. (This option is available for plans covering only
employees subject to a collective bargaining agreement and there are no
Employer or Matching Contributions elected in Section 1.05.)
(B) IN DETERMINING TOP-HEAVY STATUS, IF NECESSARY, FOR AN EMPLOYER WITH AT
LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING ASSUMPTIONS SHALL APPLY:
(1) Interest rate: _____% per annum
(2) Mortality table: _____________
(3) Not Applicable.

(C) IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN YEAR,
EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER CONTRIBUTION OF AT LEAST
(3, 4, 5, OR 7 1/2) % OF COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE
WITH SECTION 9.03 (check one):
(1) under this Plan in any event.
(2) under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer.
(3) Not applicable. (This option is available for plans covering only
employees subject to a collective bargaining agreement and there are no
Employer or Matching Contributions elected in Section 1.05.)
NOTE: Such minimum Employer contribution may be less than the percentage
indicated in (c) above to the extent provided in Section 9.03(a).

(D) IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN YEAR AND
SECTION 1.07(A)(1)(A) WAS ELECTED, THEN THE FOLLOWING VESTING SCHEDULE
SHALL APPLY TO REQUIRED TOP-HEAVY EMPLOYER CONTRIBUTIONS FOR SUCH PLAN YEAR
AND EACH PLAN YEAR THEREAFTER (CHECK ONE):
(1) 100% vested after ________ (not in excess of 3) years of service for
vesting.

(2)
YEARS OF SERVICE VESTING MUST BE AT LEAST
FOR VESTING PERCENTAGE

0 ___ 0%

1 ___ 0%

2 ___ 20%

3 ___ 40%

4 ___ 60%

5 ___ 80%

6 ___ 100%

(3) Not Applicable

1.13 TWO OR MORE PLANS - CODE SECTION 415 LIMITATION ON ANNUAL ADDITIONS
If the Employer maintains or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a participant or could
become a participant, the Employer must complete this section. The
Employer must also complete this section if it maintains a welfare benefit
fund, as defined in Section 419(e) of the Code, or an individual medical
account, as defined in Section 415(l)(2) of the Code, under which amounts
are treated as annual additions with respect to any Participant in this
Plan.
(A) IF THE EMPLOYER MAINTAINS, OR HAD MAINTAINED, ANY OTHER DEFINED
CONTRIBUTION PLAN OR PLANS WHICH ARE NOT MASTER OR PROTOTYPE PLANS, ANNUAL
ADDITIONS FOR ANY LIMITATION YEAR TO THIS PLAN WILL BE LIMITED (check one):
(1) in accordance with Section 5.03 of this Plan.
(2) in accordance with another method set forth on an attached separate
sheet.
(3) Not Applicable.

(B) IF THE EMPLOYER MAINTAINS, OR HAD MAINTAINED, A DEFINED BENEFIT PLAN OR
PLANS, THE SUM OF THE DEFINED CONTRIBUTION FRACTION AND DEFINED BENEFIT
FRACTION FOR A LIMITATION YEAR MAY NOT EXCEED THE LIMITATION SPECIFIED IN
CODE SECTION 415(E), MODIFIED BY SECTION 416(H)(1) OF THE CODE. THIS
COMBINED PLAN LIMIT WILL BE MET AS FOLLOWS (check one):

(1) Annual Additions to this Plan are limited so that the sum of the
Defined Contribution Fraction and the Defined Benefit Fraction does not
exceed 1.0.
(2) another method of limiting Annual Additions or reducing projected
annual benefits is set forth on an attached schedule.
(3) Not Applicable.
1.14 ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(A) INVESTMENT DIRECTIONS
Participant Accounts will be invested in accordance with investment
directions provided to the Trustee by each Participant for allocating his
entire Account among the options listed in (b) below.

(B) PLAN INVESTMENT OPTIONS
The Employer hereby establishes a Trust under the plan in accordance with
the provisions of Article 14, and the Trustee signifies acceptance of its
duties under Article 14 by its signature below. Participant Accounts
under the Trust will be invested among the Fidelity Funds listed below
pursuant to Participant directions.
Fund Name Fund Number
(1)
(2)
(3)
(4)
(5)
To the extent that the Employer selects as an investment option the Managed
Income Portfolio of the Fidelity Group Trust for Employee Benefit Plans
(the "Group Trust"), the Employer hereby (A) agrees to the terms of the
Group Trust and adopts said terms as a part of this Agreement and (B)
acknowledges that it has received from the Trustee a copy of the Group
Trust, the Declaration of Separate Fund for the Managed Income Portfolio of
the Group Trust, and the Circular for the Managed Income Portfolio.
NOTE: The method and frequency for change of investments will be determined
under the rules applicable to the selected funds or, if applicable, the
rules of the Employer adopted in accordance with Section 6.03. Information
will be provided regarding expenses, if any, for changes in investment
options.

1.15 RELIANCE ON OPINION LETTER
An adopting Employer who has ever maintained or who later adopts any plan
(including a welfare benefit fund, as defined in Code Section 419(e)),
which provides post-retirement medical benefits allocated to separate
accounts for key employees, as defined in Code Section 419A(d)(3), or an
individual medical account, as defined in Code Section 415(1)(2) in
addition to this Plan may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Section 401 of the Code. If the Employer who adopts or
maintains multiple plans wishes to obtain reliance that his or her plan(s)
qualified, application for a determination letter should be made to the
appropriate Key District Director of the Internal Revenue Service. Failure
to properly fill out the Adoption Agreement may result in disqualification
of the Plan.
The employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this plan is
qualified under section 401 of the Code unless the terms of the plan, as
herein adopted or amended, that pertain to the requirements of sections
401(a)(4), 401(a)(17), 401(1), 401(a)(5), 410(b) and 414(s) of the Code, as
amended by the Tax Reform Act of 1986, or later laws, (a) are made
effective retroactively to the first day of the first plan year beginning
after December 31, 1988 (or such later date on which these requirements
first become effective with respect to this plan); or (b) are made
effective no later than the first day on which the employer is no longer
entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the plan
constitute such an interpretation.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 10. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of the
discontinuance or abandonment of the prototype plan document.
1.16 PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: 82 Devonshire Street
Boston, MA 02109
Questions regarding this prototype document may be directed to the
following telephone number:
1-(800) 343-9184.

EXECUTION PAGE
(FIDELITY'S COPY)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ________day of _______________, 19_______.
Employer
By
Title
Employer
By
Title
Accepted by
Fidelity Management Trust Company, as Trustee
By Date

Title

EXECUTION PAGE
(EMPLOYER'S COPY)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ________day of _______________, 19_______.
Employer
By
Title
Employer
By
Title
Accepted by
Fidelity Management Trust Company, as Trustee
By Date
Title

THE CORPORATEPLAN FOR RETIREMENT 100SM
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
NON-STANDARDIZED ADOPTION AGREEMENT 002
BASIC PLAN NO. 10
THE CORPORATEPLAN FOR RETIREMENT 100SM WILL BE SUBMITTED IN AUGUST TO THE
INTERNAL REVENUE SERVICE IN ACCORDANCE WITH APPLICABLE REVENUE PROCEDURES
FOR REVIEW AND APPROVAL AS A PROTOTYPE PLAN. REVISIONS MAY BE REQUIRED IN
ORDER TO OBTAIN INTERNAL REVENUE SERVICE APPROVAL. THE REVISED DOCUMENT
WILL BE DISTRIBUTED AS SOON AS POSSIBLE AFTER INTERNAL REVENUE SERVICE
APPROVAL.
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING PLAN
1.01 PLAN INFORMATION
(A) NAME OF PLAN:
This is the
Plan (the "Plan").
(B) TYPE OF PLAN:
(1) 401(k) and Profit Sharing

(2 ) Profit Sharing Only

(3) 401(k) Only
(C) NAME OF PLAN ADMINISTRATOR, IF NOT THE EMPLOYER:

Contact's Name:

(B) THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S)
(as defined in Section 2.01(a)(26)):

(B) includes all Employees of the Employer except for (check the
appropriate box(es)):

(I) Employees covered by a collective bargaining agreement.
(II) Highly Compensated Employees as defined in Code Section 414(q).
(III) Leased Employees as defined in Section 2.01(a)(18).
(IV) Nonresident aliens who do not receive any earned income from the
Employer which constitutes United States source income.
(V) Other

NOTE: No exclusion in this section may create a discriminatory class of
employees. An Employer's plan must still pass the Internal Revenue Code
coverage and participation requirements if one or more of the above groups
of Employees have been excluded from the Plan.

(4) No exclusions.
(B) COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION
Contributions for the Plan Year in which an Employee first becomes a
Participant shall be determined based on the Employee's Compensation (check
one):
(1) For the entire Plan Year.
(2) For the portion of the Plan Year in which the Employee is eligible
to participate in the Plan.

1.05 CONTRIBUTIONS
(A) EMPLOYER CONTRIBUTIONS :

(1) DISCRETIONARY FORMULA
The Employer may decide each Plan Year whether to make a Discretionary
Employer Contribution on behalf of eligible Participants in accordance with
Section 4.06. Such contributions shall be allocated to eligible
Participants based upon a nonintegrated allocation formula, in the ratio
that each eligible Participant's Compensation bears to the total
Compensation paid to all eligible Participants for the Plan Year.
(2) ELIGIBILITY REQUIREMENT(S)
A Participant shall be entitled to Employer Contributions for a Plan Year
under this Subsection (a) if the Participant satisfies the following
requirement(s) (Check the appropriate box(es) - Options (B) and (C) may not
be elected together):

(A) is employed by the Employer on the last day of the Plan Year.
(B) earns at least 500 Hours of Service during the Plan Year.
(C) earns at least 1,000 Hours of Service during the Plan Year.
(D) no requirements.
NOTE: If option (A), (B) or (C) above is selected then Employer
Contributions can only be FUNDED by the Employer AFTER Plan Year end.
Employer contributions funded during the Plan Year shall not be subject to
the eligibility requirements of this section 1.05(a)(3).
(B) DEFERRAL CONTRIBUTIONS
(1) REGULAR 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 payroll period in question,
not to exceed ___________% (NO MORE THAN 15%) of Compensation for that
period.
(A) A Participant may increase or decrease, on a prospective basis, his
salary reduction agreement percentage as of the next Entry Date.
(B) A Participant may revoke, on a prospective basis, a salary reduction
agreement at any time upon proper notice to the Administrator but in such
case may not file a new salary reduction agreement until any subsequent
Entry Date.
(2) BONUS CONTRIBUTIONS
The Employer may allow Participants upon proper notice and approval to
enter into a special salary reduction agreement to make Deferral
Contributions in an amount up to 100% of any Employer paid cash bonuses
made for such Participants during the Plan Year. The Compensation
definition elected by the Employer in Section 1.04(a) must include bonuses
if bonus contributions are permitted.
NOTE: A Participant's Contributions under (2) may not cause the
Participant to exceed the percentage limit specified by the Employer in (1)
after the Plan Year. The Employer has the right to restrict a
Participant's right to make Deferral Contributions if they will adversely
effect the Plan's ability to pass the Actual Deferral Percentage and/or the
Actual Contribution Percentage test.
(3) QUALIFIED DISCRETIONARY CONTRIBUTIONS
The Employer may contribute an amount which it designates as a Qualified
Discretionary Contribution to be included in the Actual Deferral Percentage
or Actual Contribution Percentage test. Qualified Discretionary
Contributions shall be allocated to Non-highly Compensated Employees (check
one):
(A) in the ratio which each such Participant's Compensation for the Plan
Year bears to the total of all such Participants' Compensation for the
Plan Year.
(B) as a flat dollar amount for each such Participant for the Plan Year.
(C) MATCHING CONTRIBUTIONS (only if Section 1.05(b) is checked)
(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) The percentage declared for the year, if any, by a Board of
Directors' resolution.

(2) MATCHING CONTRIBUTION LIMITS (check the appropriate box(es)):
(A) Deferral Contributions in excess of ________% 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 payroll
period.
(B) Matching Contributions for each Participant for each Plan Year shall
be limited to $___________.
(3) ELIGIBILITY REQUIREMENT(S) (check the appropriate box(es)):
A Participant who makes Deferral Contributions during the Plan Year under
Section 1.05(b) shall be entitled to Matching Contributions for that Plan
Year, unless the Participant:
(A) Is a Highly Compensated Employee for the Plan Year.
(B) Is a Partner of the Employer, if the Employer is a partnership.
(C) Is not subject to any requirements.
(D) EMPLOYEE AFTER-TAX CONTRIBUTIONS - FROZEN CONTRIBUTIONS

Participants may not make voluntary non-deductible Employee Contributions
but the Employer does maintain frozen Participant voluntary non-deductible
Employee Contribution accounts.
1.06 RETIREMENT AGE(S)
(A) THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):
(1) age 65.
(2) age ____ (specify between 55 and 64).
(3) later of the age ___ (can not exceed 65) or the fifth anniversary of
the Participant's Commencement Date.
(B) THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE
PARTICIPANT ATTAINS AGE (SPECIFY 55 OR GREATER) AND COMPLETES
YEARS OF SERVICE FOR VESTING.
(C) A PARTICIPANT IS ELIGIBLE FOR DISABILITY RETIREMENT IF HE/SHE (check
the appropriate box(es)):
(1) satisfies the requirements for benefits under the Employer's Long-Term
Disability Plan.
(2) satisfies the requirements for Social Security disability benefits.

(3) is determined to be disabled by a physician approved by the Employer.

SERVICE FOR

VESTING C D E

0 0% 0% ___

1 0% 0% ___

2 0% 20% ___

3 100% 40% ___

4 100% 60% ___

5 100% 80% ___

6 100% 100% 100%

NOTE: A schedule elected under E above must be at least as favorable as
one of the schedules in C or D above.

1.08 PREDECESSOR EMPLOYER SERVICE
SERVICE FOR PURPOSES OF ELIGIBILITY IN SECTION 1.03(A)(1) AND VESTING IN
SECTION 1.07(A) OF THIS PLAN SHALL INCLUDE SERVICE WITH THE FOLLOWING
EMPLOYER(S):
(A)
(B)
(C)
(D)

1.09 PARTICIPANT LOANS
PARTICIPANT LOANS (check (a) or (b)):
(A) WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.09, SUBJECT TO A
$1,000 MINIMUM AMOUNT AND WILL BE GRANTED (check (1) or (2)):
(1) for any purpose.
(2) for hardship withdrawal (as defined in Section 7.10) purposes only.
(B) WILL NOT BE ALLOWED.
1.10 HARDSHIP WITHDRAWALS
PARTICIPANT WITHDRAWALS FOR HARDSHIP PRIOR TO TERMINATION OF EMPLOYMENT
(check one):

(A) WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.10, SUBJECT TO A
$1,000 MINIMUM AMOUNT.
(B) WILL NOT BE ALLOWED.
1.11 DISTRIBUTIONS
(A) SUBJECT TO ARTICLES 7 AND 8 AND (B) BELOW, DISTRIBUTIONS UNDER THE
PLAN WILL BE PAID (check the appropriate box(es)):
(1) as a lump sum.
(2) under a systematic withdrawal plan (installments).
(B) CHECK IF A PARTICIPANT WILL BE ENTITLED TO RECEIVE A DISTRIBUTION
OF ALL OR ANY PORTION OF THE FOLLOWING ACCOUNTS WITHOUT TERMINATING
EMPLOYMENT UPON ATTAINMENT OF AGE 59 1/2 (CHECK ONE):
(1) Deferral Contribution Account
(2) All vested Accounts
(C) CHECK IF THE PLAN WAS CONVERTED (BY PLAN AMENDMENT) FROM ANOTHER
DEFINED CONTRIBUTION PLAN, AND THE BENEFITS WERE PAYABLE AS (check the
appropriate box(es)):
(1) a form of single or joint and survivor life annuity.
(2) an in-service withdrawal of vested Employer Contributions
maintained in a Participant's Account (check (A) and/or (B)):
(A) for at least (24 or more) months.
(B) after the Participant has at least 60 months of participation.
(3) NOTE TO EMPLOYER: Check this box if you have another distribution
option that is a "protected benefit" under Section 411(d)(6) of the
Internal Revenue Code.
These additional forms of benefit may be provided for such plans under
Articles 7 or 8.
NOTE: Under Federal Law, distributions to Participants must generally begin
no later than April 1 following the year in which the Participant attains
age 70 1/2.
1.12 TOP HEAVY STATUS
(A) THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF ARTICLE
9 (check one):
(1) for each Plan Year.
(2) for each Plan Year, if any, for which the Plan is Top-Heavy as defined
in Section 9.02.
(3) Not applicable. (This option is available for plans covering only
employees subject to a collective bargaining agreement and there are no
Employer or Matching Contributions elected in Section 1.05.)
(B) IN DETERMINING TOP-HEAVY STATUS, IF NECESSARY, FOR AN EMPLOYER WITH AT
LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING ASSUMPTIONS SHALL APPLY:
(1) Interest rate: _____% per annum
(2) Mortality table: _____________
(3) Not Applicable.
(C) IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN YEAR,
EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER CONTRIBUTION OF AT LEAST
(3, 4, 5, OR 7 1/2) % OF COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE
WITH SECTION 9.03 (check one):
(1) under this Plan in any event.
(2) under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer.
(3) Not applicable. (This option is available for plans covering only
employees subject to a collective bargaining agreement and there are no
Employer or Matching Contributions elected in Section 1.05.)
NOTE: Such minimum Employer contribution may be less than the percentage
indicated in (c) above to the extent provided in Section 9.03(a).
(D) IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN YEAR AND
SECTION 1.07(A)(1)(A) WAS ELECTED, THEN THE FOLLOWING VESTING SCHEDULE
SHALL APPLY TO REQUIRED TOP-HEAVY EMPLOYER CONTRIBUTIONS FOR SUCH PLAN YEAR
AND EACH PLAN YEAR THEREAFTER (CHECK ONE):
(1) 100% vested after ________ (not in excess of 3) years of service for
vesting.
(2)
YEARS OF SERVICE VESTING MUST BE AT LEAST
FOR VESTING PERCENTAGE

0 ___ 0%

1 ___ 0%

2 ___ 20%

3 ___ 40%

4 ___ 60%

5 ___ 80%

6 ___ 100%

(3) Not Applicable

1.15 RELIANCE ON OPINION LETTER
An adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Section 401 of the Code. If the Employer wishes to
obtain reliance that his or her plan(s) are qualified, application for a
determination letter should be made to the appropriate Key District
Director of the Internal Revenue Service. Failure to properly fill out the
Adoption Agreement may result in disqualification of the Plan.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 10. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of the
discontinuance or abandonment of the prototype plan document.
1.16 PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: 82 Devonshire Street
Boston, MA 02109
Questions regarding this prototype document may be directed to the
following telephone number:
1-(800) 343-9184.

Title

Exhibit 14(g)
THE FIDELITY INVESTMENTS 401(a) PROTOTYPE PLAN
FOR TAX-EXEMPT EMPLOYERS
BASIC PLAN DOCUMENT NO. 03

MAY, 1995

THE FIDELITY INVESTMENTS 401(A) PROTOTYPE PLAN
TABLE OF CONTENTS
ARTICLE 1. INTRODUCTION 1
ARTICLE 2. DEFINITIONS 2
2.1. DEFINITIONS 2
ARTICLE 3. PLAN ADMINISTRATION 19
3.1. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR
19
3.2. EFFECT OF INTERPRETATION OR DETERMINATION 20
3.3. CLAIMS AND REVIEW PROCEDURES 20
3.4. NAMED FIDUCIARY 21
3.5. COSTS OF ADMINISTRATION 21
ARTICLE 4. PARTICIPATION 22
4.1. DATE OF PARTICIPATION 22
4.2. PARTICIPATION REQUIREMENTS 22
4.3. REEMPLOYMENT OF PARTICIPANTS 23
4.4. PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED
BUSINESSES 23
ARTICLE 5. CONTRIBUTIONS 25
5.1. DISCRETIONARY CONTRIBUTIONS 25
5.2. ELECTIVE CONTRIBUTIONS 25
5.3. EMPLOYEE CONTRIBUTIONS 26
5.4. CONTRIBUTION AGREEMENTS 26
5.5. MATCHING CONTRIBUTIONS 26
5.6. QUALIFIED NONELECTIVE CONTRIBUTIONS 27
5.7. TIME OF MAKING CONTRIBUTIONS 27
5.8. RETURN OF CONTRIBUTIONS 27
5.9. ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS 28
ARTICLE 6. PARTICIPANTS' ACCOUNTS; LIMITATIONS ON
CONTRIBUTIONS 29
6.1. INDIVIDUAL ACCOUNTS 29
6.2. VALUATION OF ACCOUNTS 29
6.3. CODE SECTION 415 LIMITATIONS 29
6.4. CODE SECTION 402(G) LIMITS 36
6.5. CODE SECTION 401(K)(3) LIMITS 39
6.6. CODE SECTION 401(M) LIMITS 45

ARTICLE 7. INVESTMENT OF CONTRIBUTIONS 52
7.1. ELIGIBLE INVESTMENTS; MANNER OF INVESTING 52
7.2. IDENTIFIED PLAN FIDUCIARY 52
7.3. TRUSTEE DUTIES LIMITED 52
7.4. ALTERNATE PAYEES 53
7.5. ACCOUNTING 53
7.6. NO INSTRUCTIONS RECEIVED 53
7.7. EXPENSES 53
ARTICLE 8. RIGHT TO BENEFITS 54
8.1. NORMAL RETIREMENT 54
8.2. LATE RETIREMENT 54
8.3. DISABILITY RETIREMENT 54
8.4. DEATH 54
8.5. OTHER TERMINATION OF EMPLOYMENT 55
8.6. SEPARATE ACCOUNT 55
8.7. FORFEITURES 56
8.8. ADJUSTMENT FOR INVESTMENT EXPERIENCE 57
8.9. EMPLOYEE CONTRIBUTIONS 57
8.10. HARDSHIP WITHDRAWALS 57
8.11. WITHDRAWALS AFTER AGE 59 1/2 59
ARTICLE 9. DISTRIBUTION OF BENEFITS 60
9.1. DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND
BENEFICIARIES. 60
9.2. PRIOR DISTRIBUTION ELECTIONS 60
9.3. ANNUITY DISTRIBUTIONS 62
9.4. JOINT AND SURVIVOR ANNUITIES 63
9.5. REQUIRED DISTRIBUTIONS 68
9.6. IMMEDIATE DISTRIBUTIONS 71
9.7. DETERMINATION OF METHOD OF DISTRIBUTION 71
9.8. NOTICE TO TRUSTEE 72
9.9. TIME OF DISTRIBUTION 72
9.10. WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES 73
9.11. DIRECT ROLLOVERS OF ELIGIBLE DISTRIBUTIONS 73

ARTICLE 10. LOANS TO PARTICIPANTS 76
10.1. IN GENERAL 76
10.2. RULES AND PROCEDURES 76
10.3. MAXIMUM AMOUNT OF LOAN 76
10.4. MINIMUM AMOUNT OF LOAN 77
10.5. NOTE; SECURITY; INTEREST 77
10.6. REPAYMENT 77
10.7. REPAYMENT UPON DISTRIBUTION 78
10.8. DEFAULT 78
10.9. NOTE AS TRUST ASSET 78
10.10. NONDISCRIMINATION 79
10.11. DESIGNATION OF INVESTMENT FUNDS 79
10.12. SPOUSAL CONSENT 79
ARTICLE 11. TOP-HEAVY PROVISIONS 80
11.1. APPLICATION 80
11.2. DEFINITIONS 80
11.3. MINIMUM CONTRIBUTION 83
11.4. MINIMUM VESTING SCHEDULES 84
11.5. ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS
AND BENEFITS 85
ARTICLE 12. AMENDMENT AND TERMINATION 86
12.1. AMENDMENT BY EMPLOYER 86
12.2. AMENDMENT BY SPONSOR 86
12.3. AMENDMENTS AFFECTING VESTED AND/OR ACCRUED
BENEFITS 87
12.4. RETROACTIVE AMENDMENTS 87
12.5. TERMINATION 87
12.6. DISTRIBUTION UPON TERMINATION OF THE PLAN 88
12.7. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF
PLAN 88
ARTICLE 13. AMENDMENT AND CONTINUATION OF PREDECESSOR
PLAN; TRANSFER OF FUNDS TO OR FROM OTHER
QUALIFIED PLANS 89
13.1. AMENDMENT AND CONTINUATION OF PREDECESSOR
PLAN 89
13.2. TRANSFER OF FUNDS FROM AN EXISTING PLAN 90
13.3. ACCEPTANCE OF ASSETS BY TRUSTEE 90
13.4. TRANSFER OF ASSETS FROM TRUST 91

ARTICLE 14. MISCELLANEOUS 92
14.1. COMMUNICATION TO PARTICIPANTS 92
14.2. LIMITATION OF RIGHTS 92
14.3. NONALIENABILITY OF BENEFITS 92
14.4. FACILITY OF PAYMENT 92
14.5. INFORMATION BETWEEN EMPLOYER AND TRUSTEE 93
14.6. EFFECT OF FAILURE TO QUALIFY UNDER CODE 93
14.7. NOTICES 93
14.8. GOVERNING LAW 94

ARTICLE 1. INTRODUCTION.
This Plan and the Trust are intended to comply with all requirements for
qualification under the provisions of sections 401 and 501 of the Code as a
discretionary contribution plan under section 401(a)(27)(A) of the Code.
If a cash or deferral arrangement is elected in the Adoption Agreement, the
arrangement is intended to qualify under section 401(k) of the Code.
Subject to the provisions of Sections 5.6, 13.3 and 13.6 hereof, no part of
the corpus or income of the Trust will be used for or diverted to purposes
other than for the exclusive benefit of the Participants and their
Beneficiaries and for the payment of expenses of administering the Plan and
Trust.
ARTICLE 2. DEFINITIONS.
2.1 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 each account established on the books of the Trust for
the purpose of recording contributions made on behalf of a Participant and
any income, expenses, gains or losses incurred thereon. References to a
Participant's Elective Contribution Account, Employee Contribution Account,
Matching Contribution Account, Discretionary Contribution Account and
Rollover Contribution Account, respectively, refer to those Accounts
established for a Participant to which the respective contributions are
allocated. References to a Participant's QNEC Account refer to the Account
to which Qualified Nonelective Contributions made on behalf of the
Participants are allocated.
(2) "Administrator" means the Employer.
(3) "Adoption Agreement" means the separate agreement entered into
between the Employer and the Trustee under which the Employer establishes
and adopts, or amends, the Plan and Trust and designates the optional
provisions selected by the Employer. The provisions of the Adoption
Agreement shall be considered an integral part of the Plan as if set forth
fully herein.
(4) "Annuity Starting Date" means the first day of the first period for
which an amount is payable as an annuity or in any other form.
(5) "Beneficiary" means the person or persons entitled under Section 8.4
to receive benefits under the Plan upon the death of a Participant,
provided that for purposes of Section 9.5 such term shall be applied in
accordance with section 401(a)(9) of the Code and the regulations
thereunder.
(6) "Code" means the Internal Revenue Code of 1986, as amended from time
to time. Reference to any section or subsection of the Code includes
reference to any Regulation or other administrative notice, revenue
procedure, revenue ruling, or the like issued by the Internal Revenue
Service which may be relied upon in interpreting such Code, and also
includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.
(7) "Compensation" means
(A) For purposes of contributions:
The amount that is paid to a Participant by the Employer as "W-2
compensation" or "basic compensation", whichever is selected by the
Employer in the Adoption Agreement, for the Plan Year or the fiscal (or
taxable) year ending with or within the Plan Year, as selected in the
Adoption Agreement, provided, however, that if the Plan is a standardized
plan "Compensation" pursuant to this subparagraph (7)(A) shall mean W-2
compensation paid to a Participant by the Employer during the Plan Year.
For these purposes, "W-2 compensation" means wages within the meaning of
section 3401(a) of the Code for purposes of income tax withholding at the
source but determined without regard to any rules 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)), and "basic compensation" means
amounts paid as base salary, wages and commissions, excluding overtime and
bonuses. Compensation shall include or exclude, as selected by the
Employer in the Adoption Agreement, amounts that are not includible in the
gross income of a Participant under a salary reduction agreement by reason
of the application of sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of
the Code. In the case of any Self-Employed Individual, Compensation shall
include the Individual's Earned Income.
(B) For purposes of Code section 415 limitations:
The amount paid or made available during the Plan Year to the Employee as
earned income, wages, salaries, fees for professional services and other
amounts received for personal services actually rendered in the course of
employment with the Employer maintaining the Plan (including, but not
limited to, commissions paid salesmen, *compensation for services on the
basis of percentage of profits, commissions on insurance premiums, tips,
bonuses) fringe benefits, and reimbursements or other expense allowances
under a nonaccountable plan (as described in Reg. (sub-section)1.62-2(c)).
However, the term "Compensation" for the purposes stated in this Section
2.1(a)(8)(B) does not include --
(i) Contributions made by the Employer to a plan of deferred compensation
to the extent that, before the application of the Code section 415
limitations to that plan, the contributions are not includable in the gross
income of the Employee for the taxable year in which contributed. In
addition, Employer contributions made on behalf of an Employee to a
simplified employee pension described in section 408(k) of the Code are not
considered as Compensation for the taxable year in which contributed to the
extent such contributions are deductible by the Employee under section
219(b)(7) of the Code. Additionally, any distributions from a plan of
deferred compensation are not considered as Compensation regardless of
whether such amounts are includable in the gross income of the Employee
when distributed. However, any amounts received by an Employee pursuant to
an unfunded nonqualified plan may be considered as Compensation in the year
such amounts are includable in the gross income of the Employee.
(ii) Amounts realized from the exercise of a nonqualified stock option,
or when restricted stock (or property) held by an Employee either becomes
freely transferable or no longer subject to a substantial risk of
forfeiture (see section 83 of the Code and the regulations thereunder).
(iii) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option.
(iv) Other amounts which receive special tax benefits, such as premiums
for group term life insurance (but only to the extent that the premiums are
not includable in the gross income of the Employee), or contributions made
by an Employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity contract described in section 403(b) (whether or
not the contributions are excludable from the gross income of the
Employee).
(C) For purposes of determining the status of an individual as a Highly
Compensated Employee or a Key Employee:
The same as (B) above but increased by amounts contributed by the Employer
pursuant to a salary reduction agreement which are excludable from the
gross income of the Employee under section 125, sections 402(3)(3),
402(h)(1)(B), or section 403(b) of the Code.
(D) For Plan Years beginning on or after January 1, 1989, and before
January 1, 1994, the annual compensation of each Participant taken into
account for determining all benefits provided under the Plan for any Plan
Year shall not exceed $200,000. This limitation shall be adjusted by the
Secretary at the same time and in the same manner as under section 415(d)
of the Code, except that the dollar increase in effect on January 1 of any
calendar year is effective for Plan Years beginning in such calendar year
and the first adjustment to the $200,000 limitation is effective on January
1, 1990. For Plan Years beginning on or after January 1, 1994, the annual
compensation of each Participant taken into account for determining all
benefits provided under the Plan for any Plan Year shall not exceed
$150,000, as adjusted for increases in the cost-of-living in accordance
with section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year. If a determination
period consists of fewer than 12 months, the annual compensation limit is
an amount equal to the otherwise applicable annual compensation limit
multiplied by a fraction, the numerator of which is the number of months in
the short determination period, and the denominator of which is 12. In
determining the Compensation of a Participant for purposes of this
limitation, the rules of section 414(q)(6) of the Code shall apply, except
that in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year. If the section
401(a)(17) limitation is exceeded as a result of the application of these
rules, then (except, if the plan is integrated, for purposes of determining
Compensation up to the Integration Level) the limitation shall be prorated
among the affected individuals in proportion to each such individual's
Compensation, determined without regard to such limitation.
(8) "Computation Period" means each 12-consecutive month period beginning
with the Employment Commencement Date and each anniversary thereof.
(solid bullet)(9) "Contribution Agreement" means an agreement entered
into between a Participant and his or her Employer pursuant to which
Elective Contributions and/or Employee Contributions shall be made for the
Participant's benefit.
(10) "Discretionary Contribution" means a contribution (other than a
Qualified Nonelective Contribution) made for the benefit of a Participant
by the Employer in its discretion.
(11) "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 taxpayer to any qualified plan, to the extent a
deduction is allowed to the taxpayer for such contributions under section
404 of the Code.
(12) "Elective Contribution" means a contribution made to the Plan for
the benefit of a Participant pursuant to a Salary Reduction Agreement.
(13) "Eligible Investment" means Registered Investment Company Shares and
any other investment medium permitted by the Trustee from time to time.
(14) "Employee" means any individual employed by the Employer or a
Related Employer, except that, if the Plan is a nonstandardized plan, such
term shall not include any Self-Employed Individual or Owner-Employee. For
purposes of the Plan, an individual shall be considered to become an
Employee on the date on which he or she first completes an Hour of Service
and he or she shall be considered to have ceased to be an Employee on the
date on which he or she last completes an Hour of Service. All Employees
employed by the Employer or a Related Employer shall be treated as employed
by a single employer. The term also includes a Leased Employee, provided
that contributions or benefits provided by the leasing organization which
are attributable to services performed for the Employer shall be treated as
provided by the Employer, and any individual considered an Employee
pursuant to regulations issued under section 414(o) of the Code.
Notwithstanding the above, a Leased Employee shall not be considered an
Employee if Leased Employees do not constitute more than 20 percent of the
Employer's non-highly compensated work force (taking into account all
Related Employers) and the Leased Employee is covered by a money purchase
pension plan maintained by the leasing organization which plan provides (i)
a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined for purposes of section 415(c)(3) of the Code, but
including amounts contributed pursuant to a salary reduction agreement
which are excludable from gross income under section 125, section
402(e)(3), section 402(h)(1)(B) or section 403(b) of the Code, (ii) full
and immediate vesting, and (iii) immediate participation by each Employee
of the leasing organization, except Employees with compensation less than
$1,000 in each Plan Year during the 4-year period ending with the current
Plan Year.
(15) "Employee Contribution" means a contribution made to the Plan on an
after-tax basis pursuant to a Contribution Agreement.
(16) "Employer" means the employer named in the Adoption Agreement.
(17) "Employment Commencement Date" means the date on which the Employee
first performs an Hour of Service.
(18) "ERISA" means the Employee Retirement Income Security Act of 1974,
as from time to time amended.
(19) "Highly Compensated Employee" means an Employee of an Employer or
Related Employer who is a "highly compensated Employee" within the meaning
of Code section 414(q). The term Highly Compensated Employee includes
highly compensated active Employees and highly compensated former
Employees.
(a) A highly compensated active Employee includes any Employee who
performs service for an Employer or Related Employer during the
determination year and who, during the look-back year: (i) received
Compensation from the Employer or Related Employer in excess of $75,000 (as
adjusted pursuant to Code section 415(d), (ii) received Compensation from
the Employer and Related Employer in excess of $50,000 (as adjusted
pursuant to Code section 415(d) and was a member of the top-paid group for
such year, or (iii) was an officer of the Employer or Related Employer and
received Compensation during such year that is greater than 50 percent of
the dollar limitation in effect under Code section 415(b)(1)(A).
(b) The term Highly Compensated Employee also includes: (i) Employees
who are both described in paragraph (a) if the term "determination year" is
substituted for the term "look-back-year" and the Employee is one of the
100 Employees who received the most Compensation from the Employer or
Related Employer during the determination year; and (ii) Employees who are
5 percent owners at any time during the look-back year or determination
year. If no officer has satisfied the compensation requirement of (a)(iii)
above during either a determination year or look-back year, the highest
paid officer for such year shall be treated as a Highly Compensated
Employee. For this purpose, the determination year shall be the Plan Year.
The look-back year shall be the 12-month period immediately preceding the
determination year.
(c) A highly compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the Employer or Related
Employer during the determination year, and was a highly compensated active
Employee for either the separation year or any determination year ending on
or after the Employee's 55th birthday.
(d) If an Employee is, during a determination year or look-back year, a
family member of either a 5 percent owner who is an active or former
Employee or a Highly Compensated Employee who is one of the 10 most Highly
Compensated Employees ranked on the basis of Compensation paid by the
Employer and Related Employers during such year, then the family member and
the 5 percent owner or top 10 Highly Compensated Employee shall be
aggregated. In such case, the family member and 5 percent owner or top 10
Highly Compensated Employee shall be treated as a single Employee receiving
compensation and Plan contributions equal to the sum of such compensation
and contributions of the family member and 5 percent owner or top-ten
Highly Compensated Employee. For purposes of this section, family member
includes the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouses of such lineal ascendants and descendants.
(e) The top paid group shall consist of the top 20 percent of active
Employees, ranked on the basis of Compensation received from the Employer
and Related Employers during the year. The number of officers shall be
limited to the lesser of (i) 50 Employees or (ii) the greater of 3
Employees or 10 percent of Employees. If there is not at least one officer
whose Compensation is in excess of 50 percent of the Code section
415(b)(i)(A) limit, then the highest paid officer of the Employer and
Related Employers shall be treated as a Highly Compensated Employee.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers
and the compensation that is considered, will be made in accordance with
Code section 414(q).
(20) "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 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 for the Computation Period to which the award or agreement for
back pay pertains.
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.
(21) "Integration Level" means the amount of Compensation determined as a
percentage of the Social Security Taxable Wage Base, as selected by the
Employer in the Adoption Agreement, at or below which the rate at which
contributions are provided (expressed as a percentage) is less than the
rate above such amount.
(22) "Leased Employee" means any individual who provides services to the
Employer or a Related Employer (the "recipient") but is not otherwise an
Employee of the recipient if (i) such services are provided pursuant to an
agreement between the recipient and any other person (the "leasing
organization"), (ii) such individual has performed services for the
recipient (or for the recipient and any related persons within the meaning
of section 414(n)(6) of the Code) on a substantially full-time basis for at
least one year, and (iii) such services are of a type historically
performed by Employees in the business field of the recipient.
(23) "Matching Contribution" means a contribution made for the benefit of
a Participant under the Plan on account of an Elective Contribution, or
other elective deferral, as selected by the Employer in the Adoption
Agreement.
(24) "Normal Retirement Age" means the normal retirement age specified in
the Adoption Agreement. If the Employer enforces a mandatory retirement
age, the normal retirement age is the lesser of that mandatory age or the
age specified in the Adoption Agreement.
(25) "One Year Period of Severance" means, in the case of each
Participant who ceases to be an Employee, a 12-consecutive month period
beginning on the Participant's severance from service date and ending on
the first anniversary of such date if the Employer elects the elapsed time
method of determining Years of Service for Vesting in the Adoption
Agreement, provided that during such 12-consecutive month period, the
Participant failed to perform an Hour of Service. For purposes of this
paragraph, the date an Employee severs from service is the earlier of the
date the Employee quits, is discharged, retires or dies, or the first
anniversary of the date the Employee is absent from service for any other
reason. If the Employer elects the hour of service method of determining
Years of Service for Vesting in the Adoption Agreement, "One Year Period of
Severance" means, in the case of each Participant who ceases to be an
Employee, a Computation Period during which the Participant is not credited
with more than 500 Hours of Service.
In the case of a Participant 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 One
Year Period of Severance. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence (i) by reason of
the pregnancy of the individual, (ii) by reason of the birth of a child of
the individual, (iii) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
(26) "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.
(27) "Participant" means any Employee who participates in the Plan in
accordance with Article 4 hereof.
(28) "Plan" means the Plan established by the Employer in the form of The
Fidelity Investments 401(a) Prototype Plan as set forth herein and in the
Adoption Agreement, together with any and all amendments and supplements
hereto.
(29) "Plan Year" means the 12-consecutive month period designated by the
Employer in the Adoption Agreement.
(30) "Qualified Nonelective Contribution" means a contribution made in
the discretion of the Employer which is designated by the Employer as a
Qualified Nonelective Contribution.
(31) "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, and any other such entity as is acceptable to the Trustee in its
sole discretion.
(32) "Registered Investment Company Shares" means the shares, trust
certificates, partnership interests or other evidences of ownership in any
Registered Investment Company.
(33) "Regulation" means a final, temporary, or proposed regulation
published by the U.S. Department of Treasury.
(34) "Related Employer" means any employer other than the Employer, 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).
(35) "Required Beginning Date" for a Participant shall be determined as
follows:
(i) For a Participant who attains age 70 1/2 after December 31, 1987, the
Required Beginning Date is April 1 following the calendar year in which the
Participant attains age 70 1/2.
(ii) For a Participant who attains age 70 1/2 before January 1, 1988 and
is not a 5 percent owner, the Required Beginning Date is April 1 following
the later of (A) the calendar year in which the Participant attains age 70
1/2, and (B) the calendar year in which the Participant retires.
(iii) For a Participant who attains age 70 1/2 before January 1, 1988 and
is a 5 percent owner, the Required Beginning Date is April 1 after the
later of (A) the calendar year in which the Participant attains age 70 1/2,
and (B) the earlier of the calendar year in which the Participant retires
or the calendar with or within which ends the Plan Year in which the
Participant becomes a 5 percent owner.
(iv) For a Participant who filed an election pursuant to section 242(b)
of the Tax Equity and Fiscal Responsibility Act, the date specified in such
election.
(v) For purposes of this definition, a Participant is treated as a 5
percent owner if such Participant is a 5 percent owner as defined in
section 416(i) of the Code (determined in accordance with section 416 but
without regard to whether the plan is top heavy) at any time during the
Plan Year ending with or within the calendar year in which such owner
attains age 66 1/2 or any subsequent Plan Year.
(36) "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.
(37) "Social Security Taxable Wage Base" means, with respect to any
individual for any Plan Year, the contribution and benefit base under
section 230 of the Social Security Act at the beginning of the Plan Year.
(38) "Sponsor" means Fidelity Management and Research Company, a
Massachusetts corporation, or its successor.
(39) "Trust" means the trust created by the Employer in accordance with
the provisions of the Adoption Agreement.
(40) "Trust Agreement" means the agreement between the Employer and the
Trustee under which the assets of the Plan are held, administered, and
managed. The provisions of the Trust Agreement shall be considered an
integral part of this Plan as if set forth fully herein.
(41) "Trust Fund" means the property held in Trust by the Trustee for the
Accounts of the Participants and their Beneficiaries.
(42) "Trustee" means the entity named as trustee in the Trust Agreement,
or its successor.
(43) "Year of Service for Participation" means, with respect to any
Employee, a Computation Period during which the Employee has been credited
with the required Hours of Service, if any, selected by the Employer in the
Adoption Agreement. If the Plan maintained by the Employer is the plan of
a predecessor employer, an Employee's Years of Service for Participation
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, to the extent
provided by regulations, be treated as service for the Employer.
(44) "Years of Service for Vesting" means, with respect to any Employee,
either years of service as determined under the elapsed time method
described in subsection (i) below or years of service as determined under
the hours of service method described in subsection (ii) below, as selected
by the Employer in the Adoption Agreement.
(i) Elapsed Time Method. Years of Service for Vesting under the elapsed
time method means, with respect to any Employee, the number of whole years
of his or her periods of service with the Employer or a Related Employer,
whether or not such periods of service were completed consecutively. In
determining the number of whole years of an Employee's periods of service,
nonsuccessive periods of service with the Employer or a Related Employer
will be aggregated and less than whole year periods of service (whether or
not consecutive) will be aggregated on the basis that 365 days of service
equals a whole year of service. An Employee's period of service with the
Employer or a Related Employer will include a period of severance if the
Employee severs from the service of the Employer or a Related Employer by
reason of a quit, discharge or retirement and the Employee then performs an
Hour of Service within 12 months of the severance from service date, or, if
the quit, discharge or retirement occurs during a period of absence from
service for any other reason, within the first anniversary of the date on
which the Employee was first absent for such other reason.
(ii) Hours of Service Method. Years of Service for Vesting under the
hours of service method means, with respect to any Employee, the number of
Computation Periods during which the Employee has been credited with at
least 1,000 Hours of Service.
Notwithstanding the above, in the case of any Participant who incurs five
consecutive One Year Periods of Severance, years of service after such
five-year period shall not be taken into account in determining the
nonforfeitable percentage of his or her Account derived from Employer
contributions before such five-year period.
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, to the extent provided by
regulations, be treated as service for the Employer.
ARTICLE 3. PLAN ADMINISTRATION.
3.1 POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator
has the full discretionary power and the full responsibility to administer
the Plan in all of its details, subject, however, to the 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;
(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
3.3;
(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 fiduciary
responsibilities in accordance with section 405 of ERISA.
3.2. EFFECT OF INTERPRETATION OR DETERMINATION. Any interpretation of
the Plan or other determination with respect to the Plan by the
Administrator shall be final and conclusive on all persons in the absence
of clear and convincing evidence that the Administrator acted arbitrarily
and capriciously.
3.3 CLAIMS AND REVIEW PROCEDURES.
(A) CLAIMS PROCEDURE. If any person believes he or she 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 or her 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 or her duly authorized representative) may (i) file a
written request with the Administrator for a review of his or her 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.
3.4. NAMED FIDUCIARY. The Administrator and the Trustee are "named
fiduciaries" for purposes of section 402(a)(1) of ERISA and have the powers
and responsibilities with respect to the management and operation of the
Plan and Trust described herein and in the Trust Agreement.
3.5. COSTS OF ADMINISTRATION. Unless paid by the Employer, all
reasonable costs and expenses incurred by the Administrator and the Trustee
in administering the Plan and Trust will be paid from the Trust Fund and
will, unless allocable to the Accounts of particular Participants, be
charged against the Accounts of all Participants in proportion to their
respective Account balances.
ARTICLE 4. PARTICIPATION.
4.1. DATE OF PARTICIPATION. All Employees who are in the service of the
Employer on the day on which the Adoption Agreement is executed by the
Employer and who, as of such date, qualify for participation in the Plan
under Section 4.2 below will become Participants as of such date. Any
Employee in the service of the Employer who does not become a Participant
on such date and who thereafter meets the requirements of Section 4.2 will
become a Participant in the Plan as of the first day of the calendar month
next following the calendar month in which he or she first meets such
requirements (or if he or she first meets such requirements on the first
day of a calendar month, then as of such first day), provided he or she is
an Employee in the service of the Employer on such day.
4.2. PARTICIPATION REQUIREMENTS. Any Employee in the service of the
Employer who has completed the period of service for participation and who
has attained the minimum age, if any, specified in the Adoption Agreement
will be eligible to participate in the Plan. If the Employer has specified
a period less than a whole Year of Service for Participation in the
Adoption Agreement, an Employee shall not be required to complete any
specified number of Hours of Service to be credited with such period of
service.
Notwithstanding the foregoing, an Employee included in a unit of Employees
covered by a collective bargaining agreement between the Employer and
Employee representatives where retirement benefits were the subject of good
faith bargaining and of two percent or less of the Employees who are
covered pursuant to that agreement are professionals as defined in section
1.410(b)-9 of the regulations shall be excluded from participation, if the
Employer has so elected in the Adoption Agreement. For purposes of the
preceding sentence, the term "Employee representatives" does not include
any organization more than half of whose members are Employees who are
owners, officers or executives of the Employer. If an Employee who is
excluded from participation as described above satisfies the age and
service requirements specified in the Adoption Agreement, he or she will
begin to participate immediately upon becoming a member of a classification
of Employees eligible to participate in the Plan.
4.3. REEMPLOYMENT OF PARTICIPANTS. If a Participant ceases to be an
Employee and thereafter returns to the employ of the Employer, he or she
will be treated as follows:
(a) the individual will again become a Participant on the date on which he
or she completes an Hour of Service for the Employer following
reemployment; and
(b) any distribution which the individual is receiving under the Plan
will continue to be made in accordance with the provisions of the Plan.
4.4. PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED BUSINESSES. If the Plan
provides contributions or benefits for one or more Owner-Employees who
control both the trade or business with respect to which the Plan is
established and one or more other trades or businesses, the Plan and any
plan established with respect to such other trades or businesses must, when
looked at as a single plan, satisfy sections 401(a) and 401(d) of the Code
with respect to the Employees of this and all such other trades or
businesses. If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses, the
Employees of each such other trade or business must be included in a plan
which satisfies sections 401(a) and 401(d) of the Code and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under the Plan.
If an individual is covered as an owner-Employee under the plans of two or
more trades or businesses which are not control and the individual controls
a trade or business, then the contributions or benefits of the Employees
under the plan of the trades or businesses which are controlled must be as
favorable as those provided for him or her under the most favorable plan of
the trade or business which is not controlled.
For purposes of this Section, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such Owner-Employees together, (i) own the entire
interest in an unincorporated trade or business, or (ii) in the case of a
partnership, own more than 50 percent of either the capital interest or the
profits interest in such partnership. For this purpose, an Owner-Employee,
or two or more Owner-Employees, shall be treated as owning any interest in
a partnership which is owned, directly or indirectly, by a partnership
controlled by such Owner-Employee or such Owner-Employees
ARTICLE 5. CONTRIBUTIONS.
5.1. DISCRETIONARY CONTRIBUTIONS. For the Plan Year in which the Plan is
adopted and for each Plan Year thereafter, the Employer will make
Discretionary Contributions to the Trust in accordance with the
contribution formula selected by the Employer under the Adoption Agreement
on behalf of each Participant who is eligible to receive such contributions
under the terms of the Adoption Agreement. If elected by the Employer in
the Adoption Agreement, nonforfeitable contributions will be made on behalf
of each disabled Participant or former Participant, as determined under
Section 8.3, who is not a highly compensated Employee (within the meaning
of section 414(q) of the Code).
If the Plan is integrated, the percentage of Compensation contributed on
behalf of each Participant with respect to Compensation in excess of the
Integration Level shall not exceed the percentage of Compensation
contributed on behalf of each Participant with respect to Compensation
below the Integration Level by more than the lesser of (i) the percentage
contributed with respect to Compensation below the Integration Level, or
(ii)(I) if the Integration Level is the Social Security Taxable Wage Base,
5.7 percent, or (II) if the Integration Level is 80 percent or less of the
Social Security Taxable Wage Base, 4.3 percent. The Social Security
Taxable Wage Base used to determine the Integration Level shall be that in
effect on the first day of the Plan Year.
To the extent a deduction is available to the Employer under section 404
of the Code, contributions under the Plan are conditioned on their
deductibility under section 404 and Employer contributions for the Plan
Year will not exceed the maximum amount which is permitted to be deducted
for federal income tax purposes for the Plan Year.
5.2. ELECTIVE CONTRIBUTIONS. If permitted under the Adoption Agreement,
each Participant may enter into a Contribution Agreement with his or her
Employer specifying Elective Contributions in an amount designated in the
Contribution Agreement. By agreeing to Elective Contributions, the
Participant agrees to a reduction in pay in the amount designated and the
Employer agrees to contribute an equivalent amount to the Trust. The
maximum amount of Elective Contributions that may be made for a period
shall be the lesser of any limitations imposed by the Code as further
described in the Plan or the percentage of Compensation specified by the
Employer in the Adoption Agreement.
5.3. EMPLOYEE CONTRIBUTIONS. If permitted under the Adoption Agreement,
each Participant may enter into a Contribution Agreement with his or her
Employer specifying Employee Contributions in an amount designated in the
Contribution Agreement. By agreeing to Employee Contributions, the
Participant agrees to contribute the designated amount to the Trust out of
after-tax pay and the Employer agrees to facilitate such contributions
through payroll deductions. The maximum amount of Employee Contributions
that may be made for a period shall be the lesser of any limitations
imposed by the Code as further described in the Plan or the percentage of
Compensation specified by the Employer in the Adoption Agreement.
5.4. CONTRIBUTION AGREEMENTS. Each Contribution Agreement shall be on a
form prescribed or approved by the Administrator, and may be entered into,
changed or revoked by the Participant, with such prior written notice as
the Administrator may prescribe. A Contribution Agreement shall be
effective with respect to Compensation payable on and after such date as
may be specified on such form (but no earlier than the date the Agreement
is entered into). A Participant who revokes a Contribution Agreement may
not enter into a new Agreement until such time as the Administrator may
prescribe following the revocation. The Administrator will prescribe the
period, which must be at least once each calendar year, during which a
Participant may elect to commence Elective Contributions, or terminate or
modify the amount or frequency of Elective Contributions.
5.5. MATCHING CONTRIBUTIONS. If permitted under the Adoption Agreement,
for each pay period, or such other period specified in the Adoption
Agreement, the Employer will make a Matching Contribution to the Trust for
the benefit of each Participant on whose behalf it made Elective
Contributions or Employee Contributions (or both) for the period equal to
the amount specified in the Adoption Agreement. If permitted under the
Adoption Agreement, Matching Contributions may also be made for the benefit
of each Participant on whose behalf it made an elective deferral (within
the meaning of Code section 402(g)(3)) for the period under a defined
contribution plan of the Employer that is intended to meet the requirements
of Code section 403(b), equal to the amount specified in the Adoption
Agreement.
5.6. QUALIFIED NONELECTIVE CONTRIBUTIONS. If permitted under the
Adoption Agreement and to the extent necessary to satisfy the Code section
401(k)(3) limits with respect to Elective Contributions or the Code section
401(m) limits with respect to Matching Contributions, the Employer, in its
discretion, may make a Qualified Nonelective Contribution to the Trust for
a Plan Year. A Qualified Nonelective Contribution for a Plan Year shall be
allocated among and credited to the QNEC Accounts of all Participants who
are eligible to receive Elective Contributions for the Plan Year, in
proportion to their relative amounts of Compensation for the Plan Year.
Qualified Nonelective Contributions shall be fully vested and subject to
the same distribution rules as Elective Contributions as of the time such
Qualified Nonelective Contributions are made to the Plan.
5.7. TIME OF MAKING CONTRIBUTIONS. Contributions will be remitted by the
Employer to the Trustee in accordance with the provisions of the Adoption
Agreement. Elective and Employee Contributions will be paid in cash to the
Trust as soon as such contributions can reasonably be segregated from the
general assets of the Employer, but in any event within 90 days after the
date on which the Compensation to which such contributions related is paid
and, in the case of Employee Contributions, within 30 days after the end of
the Plan Year. The Employer will pay its contribution for each Plan Year
not later than the 15th day of the 6th calendar month following the close
of the fiscal (or taxable) year with or within which such Plan Year ends.
In addition, Qualified Nonelective Contributions for a Plan Year must be
paid no later than the last day of the 12-month period immediately
following the Plan Year. The Trustee will have no authority to inquire
into the correctness of the amounts contributed and paid over to the
Trustee, to determine whether any contribution is payable under this
Article 5, or to enforce, by suit or otherwise, the Employer's obligation,
if any, to make a contribution to the Trustee.
5.8. RETURN OF CONTRIBUTIONS. If a contribution by the Employer to the
Trust is made by reason of a good faith mistake of fact, or, in the case of
an Employer for which a deduction is available under section 404 of the
Code, by reason of a good faith belief as to the deductibility of the
contribution under section 404 for the Plan Year for which it is made, but
the deduction is disallowed, the Trustee shall, upon request by the
Employer, return to the Employer the excess of the amount contributed over
the amount, if any, that would have been contributed had there not occurred
a mistake of fact or mistake in determining the deduction. Such excess
shall be reduced by amounts attributable thereto which have been credited
to the Accounts of Participants who have since received distributions from
the Trust, except to the extent such amounts continue to be credited to
such Participants' Accounts at the time the excess is returned to the
Employer. Such excess shall also be reduced by the losses of the Trust
attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but will not be increased by the gains and
income of the Trust attributable thereto, if and to the extent such gains
and income exceed the losses attributable thereto. In no event will the
return of a contribution hereunder cause the balance of the individual
Account of any Participant to be reduced to less than the balance which
would have been credited to the Account had the mistaken amount not been
contributed. No return of a contribution hereunder will be made more than
one year after the mistaken payment of the contribution or the deduction as
was disallowed.
5.9. ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS. If permitted under the
Adoption Agreement, an Employee may make rollover or direct transfer
contributions to the Plan upon demonstration satisfactory to the
Administrator that the contribution is eligible for transfer to the Plan
pursuant to the rollover or direct transfer provisions of the Code.
If a transfer made under this Section 5.8 is later determined by the
Administrator not to have met the requirements of this Section or of the
Code or Treasury regulations, the Trustee shall, within a reasonable time
after such determination is made, and on instructions from the
Administrator, distribute to the Employee the amounts then held in the
Trust attributable to the transferred amount.
ARTICLE 6. PARTICIPANTS' ACCOUNTS; LIMITATIONS ON
CONTRIBUTIONS.
6.1. INDIVIDUAL ACCOUNTS. The Administrator will establish and maintain
for each Participant an Account for each type of contribution made on
behalf of the Participant under the Plan which will also reflect earnings,
expenses, gains and losses attributable thereto, and investments made with
amounts in the 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.
6.2. VALUATION OF ACCOUNTS. Participant Accounts will be valued at their
fair market value at least annually as of a date specified by the Sponsor
in accordance with a method consistently followed and uniformly applied,
and on such date earnings, expenses, gains and losses on investments made
with amounts in each Participant's Account will be allocated to such
Account. Participants will be furnished statements of their Account values
at least once each Plan Year.
6.3. CODE SECTION 415 LIMITATIONS. Notwithstanding any other provisions
of the Plan:
Subsections (a)(1) through (a)(4)--(These subsections apply to Employers
who do not maintain any qualified plan including a Welfare Benefit Fund, an
Individual Medical Account or a simplified employee pension in addition to
this Plan.)
(a)(1) If an Employer does not maintain any other qualified plan, Welfare
Benefit Fund, Individual Medical Account or simplified employee pension,
the amount of Annual Additions to a Participant's Account for a Limitation
Year shall not exceed the lesser of the Maximum Permissible Amount or any
other limitation contained in this Plan.
(a)(2) Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Maximum Permissible Amount may be
determined on the basis of the Participant's estimated annual compensation
for such Limitation Year. Such estimated annual compensation shall be
determined on a reasonable basis and shall be uniformly determined for all
Participants similarly situated. Any Employer contributions based on
estimated annual compensation shall be reduced by any Excess Amounts
carried over from prior years.
(a)(3) As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for such Limitation Year
shall be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(a)(4) If, pursuant to subsection (a)(3), there is an Excess Amount
attributable to Employer Contributions (other than Elective Contributions)
with respect to a Participant for a Limitation Year, such Excess Amount
shall be disposed of as follows:
(A) In the event that the Participant is in the service of the Employer
which is covered by the Plan at the end of the Limitation Year, then such
Excess Amount shall be reapplied to reduce future Employer contributions
under this Plan for the next Limitation Year (and for each succeeding year,
as necessary) for such Participant, so that in each such Year the sum of
actual Employer contributions plus the reapplied amount shall equal the
amount of Employer contributions which would otherwise be made to such
Participant's Account.
(B) In the event that the Participant is not in the service of the
Employer which is covered by the Plan at the end of the Limitation Year,
then such Excess Amount will be held unallocated in a suspense account.
The suspense account will be applied to reduce future Employer
contributions for all remaining Participants in the next Limitation Year
and each succeeding Limitation Year if necessary.
(C) If a suspense account is in existence at any time during the
Limitation Year pursuant to this subsection, it will not participate in the
allocation of the Trust Fund's investment gains and losses. All amounts in
the suspense account must be allocated to the Accounts of Participants
before any Employer contribution may be made for the Limitation Year.
Excess Amounts may not be distributed to Participants or former
Participants.
Subsections (b)(1) through (b)(6)--(These subsections apply to Employers
who, in addition to this Plan, maintain one or more plans, all of which are
qualified Master or Prototype defined contribution Plans, any Welfare
Benefit Fund, any Individual Medical Account or any simplified employee
pension.)
(b)(1) If, in addition to this Plan, the Employer maintains any other
qualified defined contribution plans (all of which are qualified Master or
Prototype Plans), any Welfare Benefit Fund, Individual Medical Account or
simplified employee pension, the amount of Annual Additions to a
Participant's Account for a Limitation Year, shall not exceed the lesser
of:
(A) the Maximum Permissible Amount, reduced by the sum of any Annual
Additions to the Participant's accounts for the same Limitation Year under
such other defined contribution plans and Welfare Benefit Funds; or
(B) any other limitation contained in this Plan.
(b)(2) Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the amounts referred to in (b)(1)(A)
above may be determined on the basis of the Participant's estimated annual
compensation for such Limitation Year. Such estimated annual compensation
shall be determined on a reasonable basis and shall be uniformly determined
for all Participants similarly situated. Any Employer contribution based
on estimated annual compensation shall be reduced by any Excess Amounts
carried over from prior years.

(b)(3) As soon as is administratively feasible after the end of the
Limitation Year, the amounts referred to in (b)(1)(A) shall be determined
on the basis of the Participant's actual Compensation for such Limitation
Year.

(b)(4) If a Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount shall be deemed
to consist of the Annual Additions last allocated, except that Annual
Additions attributable to a Welfare Benefit Fund, an Individual Medical
Account or a simplified employee pension will be deemed to have been
allocated first regardless of the actual allocation date.
(b)(5) If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date of
another plan, the Excess Amount attributed to this Plan will be the product
of:
(A) the total Excess Amount allocated as of such date (including any
amount which would have been allocated but for the limitations of section
415 of the Code), times
(B) the ratio of (i) the Annual Additions allocated to the Participant as
of such date under this Plan, divided by (ii) the Annual Additions
allocated as of such date under all qualified defined contribution plans
(determined without regard to the limitations of section 415 of the Code).
(b)(6) Any Excess Amounts attributed to this Plan shall be disposed of as
provided in subsection (a)(4).
Subsection (c)--(This subsection applies only to Employers who, in
addition to this Plan, maintain one or more qualified plans which are
qualified defined contribution plans other than Master or Prototype Plans.)
(c) If the Employer also maintains another plan which is a qualified
defined contribution plan other than a Master or Prototype Plan, Annual
Additions allocated under this Plan on behalf of any Participant shall be
limited in accordance with the provisions of (b)(1) through (b)(6), as
though the other plan were a Master or Prototype Plan, unless the Employer
provides other limitations in the Adoption Agreement.
Subsection (d)--(This subsection applies only to Employers who, in
addition to this Plan, maintain or at any time maintained a qualified
defined benefit plan.)
(d) If the Employer maintains, or at any time maintained, a qualified
defined benefit plan, the sum of any Participant's Defined Benefit Fraction
and Defined Contribution Fraction shall not exceed the combined plan
limitation of 1.0 in any Limitation Year. The combined plan limitation
will be met as provided by the Employer in the Adoption Agreement.
Subsections (e) and (f) - (Applies to all Employers).
(e)(1) Notwithstanding the foregoing provisions of this Section 6.3, any
Excess Amounts that are attributable to Elective Contributions or Employee
Contributions, including income thereon, shall first be returned to
Participants to the extent that such return would reduce the Excess Amounts
in the Participant's Account. Such amounts shall be disregarded for
purposes of Code sections 402(g), 401(k)(3), and 401(m)(2).
(f)(1) "Annual Additions" means the sum of the following amounts credited
to a Participant for a Limitation Year:
(A) all Employer Contributions (including, for this purpose, Elective
Contributions),
(B) all Employee contributions,
(C) all forfeitures, and
(D) allocations under a simplified employee pension.
For purposes of this Section 6.3, amounts reapplied to reduce Employer
contributions under subsection (a)(4) shall also be included as Annual
Additions.
Amounts allocated to an Individual Medical Account are treated as Annual
Additions to a defined contribution plan. Also, amounts derived from
contributions which are attributable to post-retirement medical benefits or
life insurance benefits allocated to the separate account of a key
Employee, as defined in section 419A(d)(2) of the Code, are treated as
Annual Additions to a defined contribution plan.
For plan years prior to January 1, 1987, Annual Additions shall not
include Employee contributions under subsection (f)(1)(B) above, but shall
include the lesser of (i) one-half of all nondeductible Employee
contributions and (ii) the amount of nondeductible Employee contributions
in excess of 6 percent of such Participant's actual Compensation.
(f)(2) "Defined Benefit Fraction" means a fraction, the numerator of
which is the sum of the Participant's annual benefits (adjusted to an
actuarially equivalent straight life annuity if such benefit is expressed
in a form other than a straight life annuity or qualified joint and
survivor annuity) under all the defined benefit plans (whether or not
terminated) maintained by the Employer, each such annual benefit computed
on the assumptions that the Participant will remain in employment until the
normal retirement age under each such plan (or the Participant's current
age, if later) and that all other factors used to determine benefits under
such plan will remain constant for all future Limitation Years, and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the Limitation Year under sections 415(b)(1)(A) and 415(d)
of the Code or 140 percent of the Participant's average Compensation for
the 3 highest consecutive calendar years of service during which the
Participant was active in each such plan, including any adjustments under
section 415(b) of the Code. However, if the Participant was a participant
as of the first day of the first Limitation Year beginning after December
31, 1986 in one or more defined benefit plans maintained by the Employer
which were in existence on May 6, 1986 then the denominator of the Defined
Benefit Fraction shall not be less than 125 percent of the Participant's
total accrued benefit as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and
conditions of the plan after May 5, 1986, under all such defined benefit
plans as met, individually and in the aggregate, the requirements of
section 415 of the Code for all Limitation Years beginning before January
1, 1987.
(f)(3) "Defined Contribution Fraction" means a fraction, the numerator of
which is the sum for the current and all prior Limitation Years of
(A) all Annual Additions (if any) to the Participant's accounts under each
defined contribution plan (whether or not terminated) maintained by the
Employer, and
(B) all Annual Additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not
terminated) maintained by the Employer, and the Participant's Annual
Additions under each Welfare Benefit Fund, Individual Medical Account or
simplified employee pension,
and the denominator of which is the sum for the current and all prior
Limitation Years during which the Participant was an Employee (regardless
of whether the Employer maintained a defined contribution plan in any such
year) of the lesser of 125 percent of the dollar limitation in effect under
section 415(c)(1)(A) of the Code for each such year or 35 percent of the
Participant's Compensation for each such year.
If the Participant was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986 in one or more defined
contribution plans maintained by the Employer which were in existence on
May 6, 1986 then the numerator of the Defined Contribution Fraction shall
be adjusted if the sum of this fraction and the Defined Benefit Fraction
would otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment an amount equal to the product of (i) the excess of the sum of
the fractions over 1.0 times (ii) the denominator of this fraction will be
permanently subtracted from the numerator of this fraction. The adjustment
is calculated using the fractions as they would be computed as of the end
of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made after
May 6, 1986, but using the section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
(f)(4) "Employer" means the Employer and any Related Employer that adopts
this Plan. In the case of a group of employers which constitutes a
controlled group of corporations (as defined in section 414(b) of the Code
as modified by section 415(h)) or which constitutes trades or businesses
(whether or not incorporated) which are under common control (as defined in
section 414(c) as modified by section 415(h)) or which constitutes an
affiliated service group (as defined in section 414(m)) and any other
entity required to be aggregated with the Employer pursuant to regulations
issued under section 414(o) of the Code, all such employers shall be
considered a single employer for purposes of applying the limitations of
this Section 6.3.
(f)(5) "Excess Amount" means the excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount, less
loading and other administrative charges allocable to such excess.
(f)(6) "Individual Medical Account" means an individual medical account
as defined in section 415(l)(2) of the Code.
(f)(7) "Limitation Year" means the Plan Year. This period shall be the
same for all qualified plans of the Employer.
(f)(8) "Master or Prototype Plan" means a plan the form of which is the
subject of a favorable opinion letter from the Internal Revenue Service.
(f)(9) "Maximum Permissible Amount" means for a Limitation Year with
respect to any Participant the lesser of (i) $30,000 or, if greater, 25
percent of the dollar limitation set forth in section 415(b)(1) of the
Code, as in effect for the Limitation Year, or (ii) 25 percent of the
Participant's Compensation for the Limitation Year. If a short Limitation
Year is created because of an amendment changing the Limitation Year to a
different 12-consecutive month period, the Maximum Permissible Amount will
not exceed the limitation in (f)(9)(i) multiplied by a fraction whose
numerator is the number of months in the short Limitation Year and whose
denominator is 12.
The compensation limitation referred to in subsection (f)(9)(ii) shall not
apply to any contribution for medical benefits within the meaning of
section 401(h) or section 419A(f)(2) of the Code after separation from
service which is otherwise treated as an Annual Addition under section
419A(d)(2) or section 415(l)(1) of the Code.
(f)(10) "Welfare Benefit Fund" means a welfare benefit fund as defined in
section 419(e) of the Code.
6.4. CODE SECTION 402(G) LIMITS.
(A) IN GENERAL. The maximum amount of Elective Contributions made on
behalf of any Participant for any calendar year, when added to the amount
of elective deferrals under all other plans, contracts and arrangements of
a Related Employer with respect to the Participant for the calendar year,
shall in no event exceed the maximum applicable limit in effect for the
calendar year under Regulation section 1.402(g)-1(d). For purposes of the
Plan, an individual's elective deferrals for a taxable year are the sum of
the following:
(i) Any elective contribution under a qualified cash or deferred
arrangement (as defined in Code section 401(k)) to the extent not
includable in the individual's gross income for the taxable year on account
of Code section 402(a)(8) (before applying the limits of Code section
401(g) or this section);
(ii) Any employer contribution to a simplified employee pension (as
defined in code section 408(k) to the extent not includable in the
individual's gross income for the taxable year on account of Code section
402(h)(1)(B) (before applying the limits of Code section 402(g));
(iii) Any employer contribution to a custodial account or annuity
contract under section 403(b) under a salary reduction agreement (within
the meaning of Code section 3121(a)(5)(D)), and any elective contribution
pursuant to an eligible deferred compensation plan under Code section 457,
to the extent not includable in the individual's gross income for the
taxable year on account of Code section 403(b) or 457 before applying the
limits of Code section 402(g); and
(iv) Any Employee contribution designated as deductible under a trust
described in Code section 501(c)(19) (before applying the limits of Code
section 402(g)).
A Participant will be considered to have made "excess deferrals" for a
taxable year to the extent that the Participant's elective deferrals for
the taxable year exceed the applicable limit described above for the year.
(B) DISTRIBUTION OF EXCESS DEFERRALS. In the event that an amount is
included in a Participant's gross income for a taxable year as a result of
an excess deferral under Code section 402(g), and the Participant notifies
the Administrator on or before the March 1 following the taxable year that
all or a specified part of an Elective Contribution made for his or her
benefit represents an excess deferral, the Administrator shall make every
reasonable effort to cause such excess deferral, adjusted for allocable
income, to be distributed to the Participant no later than the April 15
following the calendar year in which such excess deferral was made. The
income allocable to excess deferrals is equal to the allocable gain or loss
for the taxable year of the individual, but not the allocable gain or loss
for the period between the end of the taxable year and the date of
distribution (the "gap period"). Income allocable to excess deferrals for
the taxable year shall be determined by multiplying the gain or loss
attributable to the Participant's Elective Contribution Account for the
taxable year by a fraction, the numerator of which is the Participant's
excess deferrals for the taxable year, and the denominator of which is the
sum of the Participant's Elective Contribution Account balance as of the
beginning of the taxable year plus the Participant's Elective Contributions
for the taxable year. No distribution of an excess deferral shall be made
during the taxable year of a Participant in which the excess deferral was
made unless the correcting distribution is made after the date on which the
Plan received the excess deferral and both the Participant and the Plan
designates the distribution as a distribution of an excess deferral. The
amount of any excess deferrals that may be distributed to a Participant for
a taxable year shall be reduced by the amount of Elective Contributions
that were excess contributions and were previously distributed to the
Participant for the Plan Year beginning with or within such taxable year.
(C) TREATMENT OF EXCESS DEFERRALS. For other purposes of the Code,
including Code sections 401(a)(4), 401(k)(3), 404, 409, 411, 412, and 416),
excess deferrals must be treated as employer contributions even if they are
distributed in accordance with paragraph (b) above. However, excess
deferrals of a non-Highly Compensated Employee are not to be taken into
account for purposes of Code section 401(k)(3) (the actual deferral
percentage test) to the extent the excess deferrals are prohibited under
Code section 401(a)(30). Excess deferrals are also to be treated as
employer contributions for purposes of Code section 415 unless distributed
under paragraph (b) above.
6.5. CODE SECTION 401(K)(3) LIMITS.
(A) IN GENERAL. Elective Contributions made under the Plan are subject
to the limits of Code section 401(k)(3), as more fully described below.
The Plan provisions relating to the 401(k)(3) limits are to be interpreted
and applied in accordance with Code sections 401(k)(3) and 401(a)(4), which
are hereby incorporated by reference, and in such manner as to satisfy such
other requirements relating to Code section 401(k) as may be prescribed by
the Secretary of the Treasury from time to time.
(B) ACTUAL DEFERRAL RATIOS. For each Plan Year, the Administrator will
determine the "actual deferral ratio" for each Participant who is eligible
for Elective Contributions. The actual deferral ratio shall be the ratio,
calculated to the nearest one-hundredth of one percent, as of the Elective
Contributions (plus any Qualified Nonelective Contributions) made on behalf
of the Participant for the Plan Year to the Participant's Compensation for
the applicable period. For purposes of determining a Participant's actual
deferral ratio,
(i) Elective Contributions will be taken into account only if each of the
following requirements are satisfied:
(A) the Elective Contribution is allocated to the Participant's Elective
Contribution Account as of a date within the Plan Year, is not contingent
upon participation in the Plan or performance of services on any date
subsequent to that date, and is actually paid to the Trust no later than
the end of the 12-month period immediately following the Plan Year to which
the contributions relates; and
(B) the Elective Contribution relates to Compensation that either would
have been received by the Participant in the Plan Year but for the
Participant's election to defer under the Plan, or is attributable for
services performed in the Plan Year and, but for the Participant's election
to defer, would have been received by the Participant within 2 months after
the close of the Plan Year. To the extent Elective Contributions which
meet the requirements of (A) and (B) above constitute excess deferrals,
they will be taken into account for each Highly Compensated Employee, but
will not be taken into account for any non-Highly Compensated Employee.
(ii) in the case of a Participant who is a Highly Compensated Employee
for the Plan Year and is eligible to have elective deferrals (and qualified
nonelective or qualified matching contributions, to the extent treated as
elective deferrals) allocated to his or her accounts under two or more cash
or deferred arrangements described in Code section 401(k) maintained by a
Related Employer, the Participant's actual deferral ratio shall be
determined as if such elective deferrals (as well as qualified nonelective
or qualified matching contributions) are made under a single arrangement,
and if two or more of the cash or deferred arrangements have different Plan
Years, all cash or deferred arrangements ending with or within the same
calendar year shall be treated as a single arrangement;
(iii) for purposes of determining the actual deferral ratio of a
Participant who is a 5 percent owner or one of the 10 most highly paid
Highly Compensated Employees, the Elective Contributions (and any Qualified
Nonelective Contributions treated as Elective Contributions) and
Compensation of such Participant shall include the Elective Contributions
(and Qualified Nonelective Contributions treated as Elective Contributions)
and Compensation for the Plan Year of the Participant's family members (as
defined in Code section 414(q)(6)), such family members shall be
disregarded as separate Employees for purposes of determining the actual
deferral ratio of both Highly Compensated Employees and non-Highly
Compensated Employees, and in the event that there are excess contributions
with respect to such family members, the excess shall be allocated among
such family members in proportion to their Elective Contributions;
(iv) the applicable period for determining Compensation for each
Participant for a Plan Year shall be the 12-month period ending on the last
day of such Plan Year; provided, that to the extent permitted under
Regulations, the Administrator may choose, on a uniform basis, to treat as
the applicable period only that portion of the Plan Year during which the
individual was a Participant;
(v) Qualified Nonelective Contributions made on behalf of Participants
who are eligible to receive Elective Contributions shall be treated as
Elective Contributions to the extent permitted by Regulation section
1.401(k)-1(b)(5);
(vi) in the event that the Plan satisfies the requirements of Code
sections 401(k), 410(a)(4), or 410(b) only if aggregated with one or more
other plans with the same plan year, or if one or more other plans with the
same Plan Year satisfy such Code sections only if aggregated with this
Plan, then this section shall be applied by determining the actual deferral
ratios as if all such plans were a single plan;
(vii) an Employee who would be a Participant but for the failure to make
Elective Contributions shall be treated as a Participant on whose behalf no
Elective Contributions are made; and
(viii) Elective Contributions which are made on behalf of non-Highly
Compensated Employees which could be used to satisfy the Code section
401(k)(3) limits but are not necessary to be taken into account in order to
satisfy such limits, may instead be taken into account for purposes of the
Code section 401(m) limits to the extent permitted by Regulation section
1.401(m)-1(b)(5).
(C) ACTUAL DEFERRAL PERCENTAGES. The actual deferral ratios for all
Highly Compensated Employees who are eligible for Elective Contributions
for a Plan Year shall be averaged to determine the actual deferral
percentage for the highly compensated group for the Plan Year, and the
actual deferral ratios for all Employees who are not Highly Compensated
Employees but are eligible for Elective Contributions for the Plan Year
shall be averaged to determine the actual deferral percentage for the
nonhighly compensated group for the Plan Year. The actual deferral
percentages for any Plan Year must satisfy at least one of the following
tests:
(i) the actual deferral percentage for the highly compensated group does
not exceed 125% of the actual deferral percentage for the nonhighly
compensated group; or
(ii) the excess of the actual deferral percentage for the highly
compensated group over the actual deferral percentage for the nonhighly
compensated group does not exceed two percentage points, and the actual
deferral percentage for the highly compensated group does not exceed twice
the actual deferral percentage of the nonhighly compensated group.
(D) ADJUSTMENTS BY ADMINISTRATOR. If, prior to the time all Elective
Contributions for a Plan Year have been contributed to the Trust, the
Administrator determines that Elective Contributions are being made at a
rate which will cause the Code section 401(k)(3) limits to be exceeded for
the Plan Year, the Administrator may, in its sole discretion, limit the
amount of Elective Contributions to be made with respect to one or more
Highly Compensated Employees for the balance of the Plan Year by suspending
or reducing Elective Contribution elections to the extent the Administrator
deems appropriate. Any Elective Contributions which would otherwise be
made to the Trust shall instead be paid to the affected Participant in
cash.
(E) EXCESS CONTRIBUTIONS. If the Code section 401(k)(3) limits have not
been met for a Plan Year after all contributions for the Plan Year have
been made, the Administrator will determine the amount of excess
contributions with respect to Participants who are Highly Compensated
Employees. To do so, the Administrator will reduce the actual deferral
ratio of the Highly Compensated Employee with the highest actual deferral
ratio to the extent necessary to (i) enable the Plan to satisfy the
401(k)(3) limits or (ii) cause such Employee's actual deferral ratio to
equal the actual deferral ratio of the Highly Compensated Employee with the
next highest actual deferral ratio, and will repeat this process until the
Plan satisfies the Code section 401(k)(3) limits. The amount of excess
contributions for each Highly Compensated Employee for the Plan Year shall
equal the amount of Elective Contributions (plus Qualified Nonelective
Contributions which are treated as Elective Contributions for purposes of
the Code section 401(k)(3) limits) actually made to the Trust for the Plan
Year, less the product of (i) the Highly Compensated Employee's reduced
actual deferral ratio as determined under the preceding sentence, and (ii)
his or her Compensation. Any excess contributions will be distributed or,
if Employee Contributions are permitted, recharacterized, as provided
below. In no event will excess contributions remain unallocated or be
allocated to a suspense account for allocation in a future Plan Year.
(F) DISTRIBUTION OF EXCESS CONTRIBUTIONS. Unless a Participant elects to
have his or her excess contributions recharacterized, the Participant's
excess contributions, adjusted for income, will be designated by the
Employer as a distribution of excess contributions and distributed to the
Participant. The income allocable to excess contributions is equal to the
allocable gain or loss for the Plan Year, but not the allocable gain or
loss for the period between the end of the Plan Year and the date of
distribution (the "gap period"). Income allocable to excess contributions
for the Plan Year shall be determined by multiplying the gain or loss
attributable to the Participant's Elective Contribution Account and QNEC
Account balances by a fraction, the numerator of which is the excess
contributions for the Participant for the Plan Year, and the denominator of
which is the sum of the Participant's Elective Contribution Account and
QNEC Account balances as of the beginning of the Plan Year plus the
Participant's Elective Contributions and Qualified Nonelective
Contributions for the Plan Year. Distribution of excess contributions will
be made after the close of the Plan Year to which the contributions relate,
but within 12 months after the close of such Plan Year. Excess
contributions shall be treated as annual additions under the Plan, even if
distributed under this paragraph.
(G) If Employee Contributions are permitted under the Adoption Agreement,
then in lieu of receiving a distribution of excess contributions, a Highly
Compensated Employee may elect, at such time and in such manner as the
Administrator may prescribe, to have all or a portion of his or her excess
contributions recharacterized as Employee Contributions. Excess
contributions may be recharacterized only to the extent that additional
Employee Contributions otherwise could have been contributed by the Highly
Compensated Employee for the Plan Year under the Plan, and must be
recharacterized no later than two and one-half months after the close of
the Plan Year to which the recharacterization relates. If a Highly
Compensated Employee elects recharacterization, the Administrator will (i)
timely provide such forms to the Highly Compensated Employee and his or her
Participating Employer, and take such other action, as the Internal Revenue
Service shall require, and (ii) account for such recharacterized amounts as
contributions by the Highly Compensated Employee for purposes of Code
sections 72 and 6047. Recharacterized excess contributions shall continue
to be treated as Elective Contributions for all purposes under the Plan
other than determination of the Code section 401(k)(3) and 401(m) limits.
(H) SPECIAL RULES. For purposes of recharacterizing or distributing
excess contributions,
(i) the amount of excess contributions that may be recharacterized or
distributed with respect to a Highly Compensated Employee for a Plan Year
shall be reduced by the amount of excess deferrals previously distributed
to the Highly Compensated Employee for his or her taxable year ending with
or within such Plan Year.
(ii) The determination and correction of excess contributions with
respect to a Highly Compensated Employee whose actual deferral ratio is
determined pursuant to the family aggregation rules will be accomplished by
reducing the actual deferral ratio as required above and allocating the
excess contributions for the family group among family members in
proportion to the Elective Contribution of each family member that is
combined to determine the actual deferral ratio.
(I) RECORDKEEPING REQUIREMENT. The Administrator shall maintain such
records as are necessary to demonstrate compliance with the Code section
401(k)(3) limits including the extent to which Qualified Nonelective
Contributions are taken into account in determining the actual deferral
ratios.
(J) EFFECT ON MATCHING CONTRIBUTIONS. A Participant's Elective
Contributions which are returned or recharacterized as a result of the Code
section 401(k)(3) limits for a Plan Year shall not be taken into account in
determining the amount of any Matching Contributions to be made for the
Participant's benefit for the Year. To the extent Matching Contributions
have already been made with respect to the Elective Contributions at the
time the Elective Contributions are determined to be excess contributions,
such Matching Contributions shall be distributed to the Participant at the
same time as the Elective Contributions are returned or recharacterized.
(K) EXCISE TAX WHERE FAILURE TO CORRECT. If the excess contributions are
not corrected within 2 1/2 months after the close of the Plan Year to which
they relate, the Employer will be liable for a 10 percent excise tax on the
amount of excess contributions attributable to them, to the extent provided
by Code section 4979. Qualified Nonelective Contributions properly taken
into account under this Section for the Plan Year may enable the Plan to
avoid having excess contributions, even if the contributions are made after
the close of the 2 1/2 month period.
6.6. CODE SECTION 401(M) LIMITS.
(A) IN GENERAL. Employee and Matching Contributions made under the Plan
are subject to the limits of Code section 401(m), as more fully described
below. The Plan provisions relating to the 401(m) limits are to be
interpreted and applied in accordance with Code sections 401(m) and
401(a)(4), which are hereby incorporated by reference, and in such manner
as to satisfy such other requirements relating to Code section 401(m) as
may be prescribed by the Secretary of the Treasury from time to time.
(B) ACTUAL CONTRIBUTION RATIOS. For each Plan Year, the Administrator
will determine the "actual contribution ratio" for each Participant who is
eligible for Employee Contributions or Matching Contributions. The actual
contribution ratio shall be the ratio, calculated to the nearest
one-hundredth of one percent, of the sum of the Employee Contributions,
Matching Contributions, and Qualified Nonelective Contributions which are
not treated as Elective Contributions made on behalf of the Participant for
the Plan Year, to the Participant's Compensation for the Plan Year. For
purposes of determining a Participant's actual contribution ratio,
(i) An Employee Contribution shall be taken into account for the Plan
Year in which the Contribution is made to the Trust. A payment by the
Participant to an agent of the Trustee (including the Employer) shall be
treated as a contribution to the Trust at the time of payment to the agent
if the funds are transmitted to the Trust within the time allotted by the
Plan. A Matching Contribution will be taken into account only if the
Contribution is allocated to a Participant's Account as of a date within
the Plan Year, is actually paid to the Trust no later than 12 months after
the close of the Plan Year, and is made on behalf of a Participant on
account of the Participant's Elective Contributions for the Plan Year.
(ii) For purposes of determining the actual contribution ratio of a
Participant who is a 5 percent owner or one of the 10 most highly paid
Highly Compensated Employees, the Matching Contributions and Compensation
of such Participant shall include the Employee Contributions, Matching
Contributions, Qualified Nonelective Contributions treated as Matching
Contributions, and Compensation for the Plan Year of the Participant's
family members (as defined in Code section 414(q)(6)), and such family
members shall be disregarded as separate Employees for purposes of
determining the actual contribution ratio of both Highly Compensated
Employees and non-Highly Compensated Employees.
(iii) In the case of a Participant who is a Highly Compensated Employee
for the Plan Year and is eligible to have matching contributions or
Employee contributions (including amount treated as matching contributions)
allocated to his or her accounts under two or more plans maintained by a
Related Employer which may be aggregated for purposes of Code sections
410(b) and 401(a)(4), the Participant's actual contribution ratio shall be
determined as if such contributions are made under a single plan, and if
two or more of the plans have different Plan Years, all plans ending with
or within the same calendar year shall be treated as a single plan.
(iv) The applicable period for determining Compensation for each
Participant for a Plan Year shall be the 12-month period ending on the last
day of such Plan Year; provided, that to the extent permitted under
Regulations, the Administrator may choose, on a uniform basis, to treat as
the applicable period only that portion of the Plan Year during which the
individual was a Participant.
(vi) In the event that the Plan satisfies the requirements of Code
sections 401(k), 410(a)(4), or 410(b) only if aggregated with one or more
other plans with the same plan year, or if one or more other plans with the
same Plan Year satisfy such Code sections only if aggregated with this
Plan, then this section shall be applied by determining the actual deferral
ratios as if all such plans were a single plan.
(v) Elective Contributions not applied to satisfy the Code section
401(k)(3) limits and Qualified Nonelective Contributions not treated as
Elective Contributions may be treated as Matching Contributions to the
extent permitted by Regulation section 1.401(m)-1(b)(5).
(vii) Elective Contributions which are recharacterized as Employee
Contributions shall be taken into account as Employee Contributions for the
Plan Year that includes the time at which the excess contributions are
includible in the gross income of the Participant.
(viii) Any forfeitures under the Plan which are applied against Matching
Contributions shall be treated as Matching Contributions.
(C) ACTUAL CONTRIBUTION PERCENTAGES. The actual contribution ratios for
all Highly Compensated Employees who are eligible for Employee
Contributions or Matching Contributions for a Plan Year shall be averaged
to determine the actual contribution percentage for the highly compensated
group for the Plan Year, and the actual contribution ratios for all
Employees who are not Highly Compensated Employees but are eligible for
Employee Contributions or Matching Contributions for the Plan Year shall be
averaged to determine the actual contribution percentage for the nonhighly
compensated group for the Plan Year. The actual contribution percentages
for any Plan Year must satisfy at least one of the following tests:
(i) The actual contribution percentage for the highly compensated group
does not exceed 125% of the actual contribution percentage for the
nonhighly compensated group; or
(ii) The excess of the actual contribution percentage for the highly
compensated group over the actual contribution percentage for the nonhighly
compensated group does not exceed two percentage points, and the actual
contribution percentage for the highly compensated group does not exceed
twice the actual contribution percentage of the nonhighly compensated
group.
(D) MULTIPLE USE TEST. In the event that (i) the actual deferral
percentage and actual contribution percentage for the highly compensated
group each exceed 125% of the respective actual deferral and actual
contribution percentages for the nonhighly compensated group, and (ii) the
sum of the actual deferral percentage and the actual contribution
percentage for the highly compensated group exceeds the "aggregate limit"
within the meaning of Regulation section 1.401(m)-2(b)(3), the
Administrator shall reduce the actual contribution ratios of Highly
Compensated Employees who had both an actual deferral ratio and an actual
contribution ratio for the Plan Year to the extent required by such section
and in the same manner as described in paragraph (f) below.
(E) ADJUSTMENTS BY ADMINISTRATOR. If, prior to the time all Employee
Contributions or Matching Contributions for a Plan Year have been
contributed to the Trust, the Administrator determines that such
Contributions are being made at a rate which will cause the Code section
401(m) limits to be exceeded for the Plan Year, the Administrator may, in
its sole discretion, limit the amount of such Contributions to be made with
respect to one or more Highly Compensated Employees for the balance of the
Plan Year by limiting the amount of such Contributions to the extent the
Administrator deems appropriate.
(F) EXCESS AGGREGATE CONTRIBUTIONS. If the Code section 401(m) limits
have not been satisfied for a Plan Year after all contributions for the
Plan Year have been made, the excess of the aggregate amount of the
Employee Contributions and Matching Contributions (and any Qualified
Nonelective Contribution or elective deferral taken into account in
computing the actual contribution percentages) actually made on behalf of
Highly Compensated Employees for the Plan Year over the maximum amount of
such contributions permitted under Code section 401(m)(2)(A) shall be
considered to be "excess aggregate contributions". The Administrator shall
determine the amount of excess aggregate contributions made with respect to
each Participant who is a Highly Compensated Employee. To do so, the
Administrator will reduce the actual contribution ratio of the Highly
Compensated Employee with the highest actual contribution ratio to the
extent necessary to (i) enable the Plan to satisfy the section 401(m)
limits or (ii) cause such Employee's actual contribution ratio to equal the
actual contribution ratio of the Highly Compensated Employee with the next
highest actual contribution ratio, and will repeat this process until the
Plan satisfies the Code section 401(m) limits. The amount of excess
aggregate contributions for each Highly Compensated Employee for the Plan
Year shall equal the amount of Employee Contributions and Matching
Contributions (plus Elective Contributions and Qualified Nonelective
Contributions for purposes of the Code section 401(m) limits) actually made
to the Trust for the Plan Year, less the product of (i) the Highly
Compensated Employee's reduced actual contribution ratio as determined
under the preceding sentence, and (ii) his or her Compensation. Any excess
aggregate contributions will be distributed as provided below to the Highly
Compensated Employee to which they are attributable. In no event will
excess aggregate contributions remain unallocated or be allocated to a
suspense account for allocation in a future Plan Year.
(G) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. A Participant's
excess aggregate contributions, adjusted for income will be designated by
the Employer as a distribution of excess aggregate contributions, and
distributed to the Participant. The income allocable to excess aggregate
contributions is equal to the allocable gain or loss for the taxable year
of the individual, but not the allocable gain or loss for the period
between the end of the taxable year and the date of distribution (the "gap
period"). Income allocable to excess aggregate contributions for the
taxable year shall be determined by multiplying the gain or loss
attributable to the Participant's Employee Contribution Account and
Matching Contribution Account balances by a fraction, the numerator of
which is the excess aggregate contributions for the Participant for the
Plan Year, and the denominator of which is the sum of the Participant's
Employee Contribution Account and Matching Contribution Account balances as
of the beginning of the Plan Year plus the Participant's Employee
Contributions and Matching Contributions for the Plan Year. Distribution
of excess aggregate contributions will be made after the close of the Plan
Year to which the contributions relate, but within 12 months after the
close of such Plan Year. Excess aggregate contributions shall be treated
as employer contributions for purposes of Code sections 401(a)(4), 404, and
415 even if distributed from the Plan.
(H) SPECIAL RULES. For purposes of distributing excess aggregate
contributions,
(i) The determination and distribution of excess aggregate contributions
with respect to a Highly Compensated Employee whose actual contribution
ratio is determined pursuant to the family aggregation rules will be
accomplished by reducing the actual contribution ratio as required above
and allocating the excess aggregate contributions for the family group
among family members in proportion to the Employee Contributions and
Matching Contributions of each family member that is combined to determine
the actual contribution ratio.
(ii) Distribution of excess aggregate contributions (in each case
adjusted for income or loss) shall be accomplished in the following order:
(1) unmatched Employee Contributions,
(2) Matching Contributions attributable to Employee Contributions,
simultaneously with such Employee Contributions; and
(3) Matching Contributions attributable to Elective Contributions.
(I) RECORDKEEPING REQUIREMENT. The Administrator shall maintain such
records as are necessary to demonstrate compliance with the Code section
401(m) limits, including the extent to which Elective Contributions and
Qualified Nonelective Contributions are taken into account in determining
the actual contribution ratios.
(J) EXCISE TAX WHERE FAILURE TO CORRECT. If the excess aggregate
contributions are not corrected within 2 1/2 months after the close of the
Plan Year to which they relate, the Participating Employers will be liable
for a 10 percent excise tax on the amount of excess aggregate contributions
attributable to them, to the extent provided by Code section 4979.
Qualified Nonelective Contributions properly taken into account under this
section for the Plan Year may enable the Plan to avoid having excess
aggregate contributions, even if the contributions are made after the close
of the 2 1/2 month period.
ARTICLE 7. INVESTMENT OF CONTRIBUTIONS.
7.1. ELIGIBLE INVESTMENTS; MANNER OF INVESTing. The Accounts of
Participants shall be invested and reinvested only in Eligible Investments
selected by the Employer for purposes of the Plan. The Administrator may
prescribe rules permitting a Participant to direct the investment of the
contributions made for his or her benefit within or among Eligible
Investments, and, at such times and in such manner as the Administrator may
prescribe, change such investment directions. The Employer may determine
that the Plan is to be an "ERISA section 404(c) plan" (within the meaning
of ERISA section 404(c) and the regulations promulgated thereunder), in
which event the Plan will provide Participants and Beneficiaries an
opportunity to exercise control over assets in their individual Accounts,
as well as an opportunity to choose, from a broad range of investment
alternatives, the manner in which some or all of the assets in the Account
are invested. In so doing, Participants will be given a reasonable
opportunity to give investment instructions (in writing or otherwise, with
an opportunity to obtain written confirmation of such instructions) to the
Administrator who will be obligated to comply with such instructions except
as otherwise provided under the ERISA section 404(c) regulations. To the
extent required by the ERISA section 404(c) regulations, any writings, and
any information described in paragraph (b)(2)(B) of such regulations, shall
be deemed to be part of the Plan for purposes of such section and are
incorporated by reference hereto. To the extent investment instructions
are not to be made by Participants, Beneficiaries or alternate payees, they
shall be made by the Administrator (or such other person as may be
designated by the Employer).
7.2. IDENTIFIED PLAN FIDUCIARY. To the extent the plan is intended to be
an ERISA section 404(c) plan, the "identified plan fiduciary" described in
paragraphs (b)(2)(A) and (B) of the ERISA section 404(c) regulations who is
responsible for complying with investment instructions and distributing the
information described in paragraphs (b)(2)(B) of such regulations shall be
the Administrator (or such person or persons as may be designated by the
Employer).
7.3. TRUSTEE DUTIES LIMITED. The Trustee shall have no duty to inquire
into the investment instructions with respect to any Account, and shall
have no duty to advise any Employer, Participant, Beneficiary, or alternate
payee or any other person regarding the purchase, retention or sale of
assets credited to any Account hereunder.
7.4. ALTERNATE PAYEES. To the extent required by a qualified domestic
relations order as defined in section 414(p) of the Code, an alternate
payee shall make investment decisions with respect to a Participant's
Account as though such alternate payee were the Participant.
7.5. ACCOUNTING. All dividends, interest, gains and distributions of any
nature received in respect of Registered Investment Company Shares shall be
reinvested in additional shares of that Registered Investment Company.
Dividends, interest, gains and distributions of any nature received in
respect of other Eligible Investments shall be invested in accordance with
the investment instructions of the Participant.
7.6. NO INSTRUCTIONS RECEIVED. If the Trustee receives any contribution
under the Plan as to which investment instructions have not been provided,
the Trustee shall promptly notify the Administrator and the Administrator
shall take steps to elicit instructions from the appropriate person. The
Trustee shall credit any such contribution to the Participant's Account and
such amount shall be invested in the Eligible Investment selected by the
Employer until investment instructions have been received by the Trustee.
7.7. EXPENSES. Expenses attributable to the acquisition of investments
shall be charged to the Account of the Participant for which such
investment is made.
ARTICLE 8. RIGHT TO BENEFITS.
8.1. NORMAL RETIREMENT. Each Participant who attains the Normal
Retirement Age will have a nonforfeitable interest in his or her Account.
If a Participant retires upon the attainment of Normal Retirement Age, such
retirement is referred to as a normal retirement. Upon normal retirement
the balance of the Participant's Account, plus any amounts thereafter
credited to the Account, subject to the provisions of Section 8.8, will be
distributed to the Participant in accordance with Article 9 below.
8.2. LATE RETIREMENT. If a Participant continues in the service of the
Employer after attainment of Normal Retirement Age, the Participant will
continue to have a nonforfeitable interest in his or her Account and will
continue to participate in the Plan until the date established with the
Employer for his or her late retirement. Upon the earlier of the
Participant's late retirement or Required Beginning Date, the balance of
Account, plus any amounts thereafter credited to the Account, subject to
the provisions of Section 8.8, will be distributed to the Participant in
accordance with Article 9 below.
8.3. DISABILITY RETIREMENT. If a Participant becomes disabled so that he
or she cannot engage in any substantial, gainful activity because of a
medically determinable physical or mental impairment likely to result in
death or to be of a continuous period of not less than 12 months, and
terminates employment with the Employer, the Participant will have a
nonforfeitable interest in his or her Account, the balance of which
Account, plus any amounts thereafter credited to the Participant's Account,
subject to the provisions of Section 8.8, will be distributed to the
Participant in accordance with Article 9 below. Such termination of
employment is referred to as a disability retirement. Determinations with
respect to disability shall be made by the Administrator on the basis of
medical evidence satisfactory to the Administrator and shall be conclusive
for purposes of the Plan.
8.4. DEATH. Subject, if applicable, to Section 9.4 below, if a
Participant dies before the distribution of his or her Account has
commenced, or before such distribution has been completed, the
Participant's designated Beneficiary or Beneficiaries will be entitled to
receive the balance or remaining balance of the Participant's Account, plus
any amounts thereafter credited to the Participant's Account, subject to
the provisions of Section 8.8. Distribution to the Beneficiary or
Beneficiaries will be made in accordance with Article 9 below.
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 acceptable to the Trustee. The Administrator will
file a copy of the completed designation form with the Trustee. If more
than one person is designated as the Beneficiary, their respective
interests shall be as indicated on the designation form. Unless otherwise
indicated on the designation form, each Beneficiary's interest shall be
contingent upon surviving the Participant. If Section 9.4(b) and (c) do
not apply to the Participant, however, the designation of a Beneficiary who
is not the Participant's spouse will be effective only if such designation
satisfies the requirements of Section 9.4(d) below.
If upon the death of the Participant there is, in the opinion of the
Trustee, no designated Beneficiary for part or all of the Participant's
Account, such amount will be paid to his or her surviving spouse or, if
none, to his or her 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 Trustee, no person has been
designated to receive such remaining benefits, then such benefits shall be
paid in a lump sum to the deceased Beneficiary's estate.
8.5. OTHER TERMINATION OF EMPLOYMENT. If a Participant terminates his or
her employment for any reason other than death or normal, late, or
disability retirement, the Participant will be entitled under this Section
8.5 to a termination benefit equal to (i) 100% of the value of his or her
Elective Contribution Account, Employee Contribution Account, QNEC Account
and Rollover Contribution Account and (ii) a percentage of the value of his
or her Matching Contribution Account and Discretionary Contribution
Account, such percentage determined in accordance with the vesting schedule
selected by the Employer in the Adoption Agreement. The amount payable
under this Section 8.5 will be subject to the provisions of Section 8.8 and
will be distributed in accordance with Article 9 below.
8.6. SEPARATE ACCOUNT. If a distribution of a Participant's Account has
been made at a time when he or she has a nonforfeitable right to less than
100 percent of the Account, the vesting schedule in Section 8.5 will
thereafter apply only to amounts in the Account attributable to Employer
contributions allocated after such distribution. The balance of the
Account immediately after such distribution will be transferred to a
separate account which will be maintained for the purpose of determining
his or her interest therein according to the following provisions.
At any relevant time prior to a forfeiture of any portion thereof under
Section 8.7 a Participant's nonforfeitable interest in his or her Account
held in a separate account described in the preceding paragraph will be
equal to P(AB + D)-D, where P is the nonforfeitable percentage at the
relevant time determined under Section 8.5; AB is the account balance of
the separate account at the relevant time; and D is the amount of the
distribution. Following a forfeiture of any portion of such separate
account under Section 8.7 below, any balance in the Participant's separate
account will remain fully vested and nonforfeitable.
8.7. FORFEITURES. If a Participant terminates employment, any portion of
his or her Account (including any amounts credited after termination of
employment) not payable to the Participant under Section 8.5 will be
forfeited by him or her as of the earlier of (i) the date of the complete
distribution to the Participant of the vested portion of his or her
Account, if any, or (ii) the date on which he or she has five consecutive
One Year Periods of Severance, subject to the possibility of reinstatement
as described in the following paragraph. Such forfeitures will be applied
to the Employer's Discretionary Contributions or Matching Contributions, as
determined by the Employer for the next Plan Year. In the case of a
terminated Participant whose vested portion of his or her Account is zero
percent (0%), such terminated Participant shall be deemed to have received
a distribution of his or her vested portion upon his or her termination of
employment.
If a Participant who has forfeited any portion of an Account under the
preceding paragraph does not again become an Employee prior to the date on
which he or she has five consecutive One Year Periods of Severance, then
the amount so forfeited shall be permanently forfeited. If a Participant
forfeits any portion of an Account under the preceding paragraph but does
again become an Employee prior to such date, then the amount so forfeited,
without any adjustment for the earnings, expenses, or losses or gains of
the assets credited to an Account since the date forfeited, will be
recredited to an Account (or to a separate account as described in Section
8.6, if applicable) as of the last day of the Plan Year in which he or she
again becomes an Employee, but only if the Participant repays to the Plan
within five years after the date of his or her reemployment the amount
previously distributed to the Participant, without interest, under Section
8.5. The provisions of the Plan (including Section 8.6) will thereafter
apply as if no forfeiture had occurred. The amount to be recredited
pursuant to this paragraph will be derived first from the forfeitures, if
any, which as of the date of recrediting have yet to be applied as provided
in the preceding paragraph and, to the extent such forfeitures are
insufficient, from a special Employer contribution to be made by the
Employer.
8.8. ADJUSTMENT FOR INVESTMENT EXPERIENCE. All amounts held in an
Account, until distributed, will be subject to adjustment until distributed
to reflect the income and gain or loss on the investments in which such
amount is invested and any expenses properly charged under the Plan and
Trust to such amounts.
8.9. EMPLOYEE CONTRIBUTIONS. If (and to the extent) permitted under the
Adoption Agreement, a Participant may make a withdrawal from his or her
Employee Contribution Account for any reason, but with such prior notice as
the Administrator may prescribe. Any such withdrawal shall be in the
amount specified by the Participant up to the value of such Account, and
shall be made as soon as practicable after notice of withdrawal is received
by the Administrator.
8.10. HARDSHIP WITHDRAWALS. If permitted under the Adoption Agreement, a
Participant may apply to the Administrator for a hardship withdrawal in
accordance with the following rules.
(A) IMMEDIATE AND HEAVY FINANCIAL NEED. A Participant who is an
Employee may make a withdrawal from his or her Accounts in the event of an
immediate and heavy financial need arising from
(i) expenses for medical care described in Code section 213(d) previously
incurred by the Participant, his or her spouse or any of his or her
dependents (as defined in Code section 152) or necessary care for these
persons to obtain such medical care;
(ii) costs directly related to the purchase of a principal residence of
the Participant (excluding mortgage payments);
(iii) the payment of tuition and related educational fees for the next
12-months of post-secondary education for the Participant, his or her
spouse, children or dependents (as defined in Code section 152); or
(iv) payments necessary to prevent the eviction of the Participant from
his or her principal residence or foreclosure on the mortgage on that
principal residence.
The Administrator's determination of whether there is an immediate and
heavy financial need as defined above shall be made solely on the basis of
written evidence furnished by the Participant. Such evidence must also
indicate the amount of such need. Amounts attributable to integrated
contributions under Section 5.1 may not be withdrawn for hardship reasons.
(B) DISTRIBUTION OF AMOUNT NECESSARY TO MEET NEED. As soon as
practicable after the Administrator's determination that an immediate and
heavy financial need exists with respect to the Participant and that the
Participant has obtained all other distributions (other than hardship
distributions) and all nontaxable loans currently available under the Plan
and all other plans maintained by the Related Employers, the Administrator
will direct the Trustee to pay to the Participant the amount necessary to
meet the need created by the hardship (but not in excess of the value of
the vested portion of the Participant's Accounts). The amount necessary to
meet the need may include any amounts necessary to pay any federal, state,
or local income taxes or penalties reasonably anticipated to result from
the distribution. Distribution from the Participant's Accounts in the
event of a hardship will be made in the following order:
(i) from his or her Rollover Account,
(ii) from his or her Employee Contribution Account,
(iii) from his or her Matching Contribution Account,
(iv) from his or her Discretionary Contribution Account,
(v) from his or her Elective Contribution Account (provided that no
portion of an Elective Contribution Account attributable to income earned
after December 31, 1988 may be distributed due to a financial hardship).
In no event may a hardship withdrawal be made from a QNEC Account.
(C) EFFECT OF HARDSHIP DISTRIBUTION. If a Participant receives a
hardship distribution from his or her Elective Contribution Account, then
any Elective Contribution election, Employee Contribution election, or any
other cash-or-deferred or Employee contribution election in effect with
respect to the Participant under the Plan or any other qualified plan
maintained by a Related Employer shall be suspended for the 12-month period
beginning with the amount of Elective Contributions made for the benefit of
the Participant, together with any elective deferrals made on behalf of the
Participant under any other plan maintained by the Related Employer for the
calendar year immediately following the calendar year of the hardship
distribution must not exceed the applicable limit under Code 402(g) for
such next calendar year, less the amount of such contributions made on
behalf of the Participant for the calendar year of the hardship
distribution.
8.11. WITHDRAWALS AFTER AGE 59 1/2. If permitted under the Adoption
Agreement, a Participant who is an Employee and has attained age 59 1/2 may
make a withdrawal from any one or more of his or her Accounts for any
reason, but with such prior notice as the Administrator may prescribe. Any
such withdrawal shall be in the amount specified by the Participant, up to
the value of the Participant's vested portion of the particular Account.
ARTICLE 9. DISTRIBUTION OF BENEFITS.
9.1. DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES. Subject
to Sections 9.4 and 9.5 below, distributions from the Trust to a
Participant or to the Beneficiary of the Participant may be made in any of
the following methods as the Participant selects:
(a) if permitted under the Adoption Agreement, in a lump sum in cash or in
kind;
(b) if permitted under the Adoption Agreement, in substantially equal
annual, or more frequent, installments, in cash or in kind, over a period
certain which does not extend beyond the life expectancy of the Participant
or the joint life expectancies of the Participant and his or her
Beneficiary, or, if the Participant dies prior to the commencement of his
or her benefits, the life expectancy of the Participant's Beneficiary;
(c) if permitted under the Adoption Agreement, by purchase and delivery of
an annuity contract described in Sections 9.3 or 9.4.
Notwithstanding the foregoing provisions of this Section 9.1, (i) if a
Participant's Account is, and at the time if any prior distribution was,
$3,500 or less, or (ii) provided the Participant (and to the extent
required by Code sections 401(a)(11) or 417, his or her spouse) consents in
writing to such distribution in accordance with Section 9.6, if a
Participant's Account exceeds, or at the time of any prior distribution
exceeded, $3,500 but is $10,000 or less, the balance of such Account shall
be distributed in a lump sum.
9.2. PRIOR DISTRIBUTION ELECTIONS. The requirements of this Article
(other than Section 9.4) will not preclude distribution on behalf of a
Participant at another time, in another form or over a different period if
all of the following requirements are met:
(a) The distribution by the Trust is one which would not have
disqualified such Trust under section 401(a)(9) of the Internal Revenue
Code as in effect prior to amendment by the Deficit Reduction Act of 1984.
(b) The distribution is in accordance with a method of distribution
designated by the Participant whose interest in the Trust is being
distributed or, if the Participant is deceased, by a Beneficiary of such
Participant.
(c) The designation of method of distribution was in writing, was signed
by the Participant or the Beneficiary, and was made before January 1, 1984.
(d) The Participant had accrued a benefit under the Plan (or a
predecessor plan) as of December 31, 1983.
(e) The method of distribution designated by the Participant or the
Beneficiary specifies the time at which distributions will be made, and in
the case of any distribution upon the Participant's death, the
Beneficiaries of the Participant listed in order of priority.
A distribution upon death will not be covered by this Section unless the
information in the designation contains the required information described
above with respect to the distributions to be made upon the death of the
Participant.
For any distribution which commences before January 1, 1984, but continues
after December 31, 1983, the Participant, or the Beneficiary, to whom such
distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in subsections (a) and (e).
If a designation of method of distribution is revoked, any subsequent
distribution must satisfy the requirements of section 401(a)(9) of the Code
and the regulations thereunder, including the minimum distribution
incidental benefit requirement of Regulations section 1.401(a)(9)-2 or any
successor regulations of similar import. If a designation is revoked after
the date distributions are required to begin, the total amount not yet
distributed which would have been required to be distributed under section
401(a)(9) of the Code and the regulations thereunder but for the prior
distribution election shall be distributed by the close of the calendar
year following the calendar year in which the revocation occurs. Any
changes in the designation will be considered to be a revocation of the
designation. However, the mere substitution or addition of another
Beneficiary (one not named in the designation) under the designation will
not be considered to be a revocation of the designation, as long as such
substitution or addition does not alter the period over which distributions
are to be made under the designation, directly or indirectly (for example,
by altering the relevant measuring life).
If an amount is transferred or rolled over from a qualified plan to the
Plan or from the Plan to another qualified plan, the rules in Q&A J-2 and
Q&A J-3 of such Regulations shall apply.
9.3. ANNUITY DISTRIBUTIONS. The provisions of this Section apply to
distributions made in whole or in part in the form of an annuity contract.
(a) An annuity contract distributed under the Plan must be purchased from
an insurance company and must be nontransferable. The terms of an annuity
contract shall comply with the requirements of the Plan and distributions
under such contract shall be made in accordance with section 401(a)(9) of
the Code and the regulations thereunder.
(b) The payment period of an annuity contract distributed to the
Participant pursuant to Section 9.1 may be as long as the Participant
lives. If the Participant is married, the payment period of an annuity
contract may be for as long as either the Participant or his or her spouse
lives, or, if the Participant has designated an individual as his or her
Beneficiary in accordance with Section 8.4, for as long as either the
Participant or such individual lives. Such an annuity may provide for an
annuity certain feature for a period not exceeding the life expectancy of
the Participant. If the annuity is payable to the Participant and his or
her spouse such period may not exceed the joint life and last survivor
expectancy of the Participant and his or her spouse, or, if the annuity is
payable to the Participant and a designated Beneficiary, the joint life and
last survivor expectancy of the Participant and such Beneficiary. If the
Participant dies prior to the commencement of his or her benefits, the
payment period of an annuity contract distributed to the Beneficiary of the
Participant pursuant to Section 9.1 may be as long as the Participant's
Beneficiary lives, and may provide for an annuity certain feature for a
period not exceeding the life expectancy of the Beneficiary. Any annuity
contract distributed under the Plan must provide for nonincreasing
payments.
9.4. JOINT AND SURVIVOR ANNUITIES.
(A) APPLICATION. The provisions of this Section supersede any
conflicting provisions of the Plan. The provisions of subsections (b), (c)
and (d) of this Section apply only to a Participant who is described in
both paragraphs (1) and (2) below; the provisions of subsection (e) apply
only to a Participant who is described in paragraph (3). However, neither
subsections (b), (c) and (d) nor subsection (e) will apply if the
Participant's Account does not exceed $3,500 prior to the commencement of a
distribution of any benefits under the Plan.
(1) A Participant is described in this paragraph (1) if (i) the
Participant has elected distribution of his or her Account in the form of
an annuity contract, or (ii) the Trustee has directly or indirectly
received a transfer of assets from another plan (including a predecessor
plan) to which Code section 401(a)(11) applies with respect to such
Participant.
(2) A Participant is described in this paragraph (2) if (i) he or she had
completed at least one hour of service after August 22, 1984 under the Plan
or a predecessor plan or (ii) he or she had completed at least one hour of
service in a plan year beginning on or after January 1, 1976, and at least
ten years of service for vesting purposes, under the Plan or a predecessor
plan, provided such Participant was alive on August 23, 1984, had not
commenced to receive his or her benefits under the Plan prior to August 23,
1984, and elects to have the provisions of subsections (b), (c) and (d)
apply.
(3) A Participant is described in this paragraph (3) if he or she had
completed at least one hour of service after September 1, 1974 and he or
she is not described in paragraph (2) above (including because he or she
fails to elect to have the provisions of subsections (b), (c) and (d)
apply), provided such Participant was alive on August 23, 1984 and had not
commenced to receive his or her benefits under the Plan prior to August 23,
1984.
(B) RETIREMENT ANNUITY. Unless the Participant elects to waive the
application of this subsection in a manner satisfying the requirements of
subsection (d) below, to the extent applicable to the Participant, within
the 90-day period preceding his or her annuity starting date (which
election may be revoked, and if revoked, remade, at any time in such
period), the Account balance due any Participant to whom this subsection
(b) applies will be paid to him or her by the purchase and delivery to him
or her of an annuity contract described in Section 9.3 providing a life
annuity only form of benefit or, if the Participant is married as of his or
her Annuity Starting Date, providing an immediate annuity for the life of
the Participant with a survivor annuity for the life of the Participant's
spouse (determined as of the date of distribution of the contract) which is
50 percent of the amount of the annuity which is payable during the joint
lives of the Participant and such spouse. The Participant may elect to
receive distribution of his or her benefits in the form of such annuity as
of the earliest date on which he or she could elect to receive retirement
benefits under the Plan. Within the period beginning 90 days prior to the
Participant's Annuity Starting Date and ending 30 days prior to such Date,
the Administrator will provide such Participant with a written explanation
of (i) the terms and conditions of the annuity contract described herein,
(ii) the Participant's right to make and the effect of an election to waive
application of this subsection, (iii) the rights of the Participant's
spouse under subsection (d), and (iv) the right to revoke and the period of
time effect of a revocation of the election to waive application of this
subsection.
(C) ANNUITY DEATH BENEFIT. Unless the Participant elects to waive the
application of this subsection in a manner satisfying the requirements of
subsection (d) below at any time within the applicable election period
(which election may be revoked, and if revoked, remade, at any time in such
period), if a married Participant to whom this Section applies dies before
the Participant's Annuity Starting Date, then notwithstanding any
designation of a Beneficiary to the contrary, 50 percent of the
Participant's Account balance will be applied to purchase an annuity
contract described in Section 9.3 providing an annuity for the life of the
Participant's surviving spouse, which contract will then be promptly
distributed to such spouse. In lieu of the purchase of such an annuity
contract, the spouse may elect in writing to receive distributions under
the Plan as if he or she had been designated by the Participant as the
Participant's Beneficiary with respect to 50 percent of the Participant's
Account. For purposes of this subsection, the applicable election period
will commence on the first day of the Plan Year in which the Participant
attains age 35 and will end on the date of the Participant's death,
provided that in the case of a Participant who terminates his or her
employment the applicable election period with respect to benefits accrued
prior to the date of such termination will in no event commence later than
the date of his or her termination of employment. A Participant may elect
to waive the application of this subsection prior to the Plan Year in which
he or she attains age 35, provided that any such waiver will cease to be
effective as of the first day of the Plan Year in which the Participant
attains age 35.
The Administrator will provide a Participant to whom this subsection
applies with a written explanation with respect to the annuity death
benefit described in this subsection (c) comparable to that required under
subsection (b) above. Such explanation shall be furnished within whichever
of the following periods ends last: (i) the period beginning with the
first day of the Plan Year in which the Participant reaches age 32 and
ending with the end of the Plan Year preceding the Plan Year in which he or
she reaches age 35, (ii) a reasonable period ending after the Employee
becomes a Participant, (iii) a reasonable period ending after this Section
9.4 first becomes applicable to the Participant in accordance with Section
9.4(a), (iv) in the case of a Participant who separates from service before
age 35, a reasonable period of time ending after separation from service.
For purposes of the preceding sentence, the two-year period beginning one
year prior to the date of the event described in clause (ii), (iii) or
(iv), whichever is applicable, and ending one year after such date shall be
considered reasonable, provided, that in the case of a Participant who
separates from service under (iv) above and subsequently recommences
employment with the Employer, the service under (iv) above and subsequently
recommences employment with the Employer, the applicable period for such
Participant shall be redetermined in accordance with this subsection.
(D) REQUIREMENTS OF ELECTIONS. This subsection will be satisfied with
respect to a waiver or designation which is required to satisfy this
subsection if such waiver or designation is in writing and either
(1) the Participant's spouse consents thereto in writing, which consent
must acknowledge the effect of such waiver or designation and be witnessed
by a notary public or Plan representative, or
(2) the Participant establishes to the satisfaction of the Administrator
that the consent of the Participant's spouse cannot be obtained because
there is no spouse, because the spouse cannot be located or because of such
other circumstances as the Secretary of Treasury may prescribe.
Any consent by a spouse, or establishment that the consent of a spouse may
not be obtained, will be effective only with respect to a specific
Beneficiary (including any class of beneficiaries or any contingent
beneficiaries) or form of benefits identified in the Participant's waiver
or designation, unless the consent of the spouse expressly permits
designations by the Participant without any requirement of further consent
by the spouse. A consent which permits such designations by the
Participant shall acknowledge that the spouse has the right to limit
consent to a specific Beneficiary and form of benefits and that the spouse
voluntarily elects to relinquish both such rights. A consent by a spouse
shall be irrevocable once made.
Any such consent, or establishment that such consent may not be obtained,
will be effective only with respect to such spouse. For purposes of
subsections (b) and (c) above, no consent of a spouse shall be valid unless
the notice required by such subsection, whichever is applicable, has been
provided to the Participant.
(E) PRE-REA RETIREMENT ANNUITY. If distribution in the form of a life
annuity becomes payable under the Plan to a married Participant to whom
this subsection (e) applies and such Participant (i) begins to receive
distribution of his or her Account on or after the Participant's Normal
Retirement Age or qualified early retirement, (ii) dies on or after Normal
Retirement Age while still an Employee or (iii) separates from service on
or after attaining Normal Retirement Age (or the qualified early retirement
age) and after satisfying the eligibility requirements for the distribution
of his or her Account under the Plan and thereafter dies before beginning
to receive such distribution, then such distribution will be made in the
form of a nontransferable annuity contract providing a joint and survivor
form of benefit (as described in subsection (b) above) unless the
Participant has elected otherwise during the election period. For purposes
of the preceding sentence, the election period shall begin six months prior
to the date the Participant attains the qualified early retirement age and
end 90 days prior to the date distribution of benefits to the Participant
is made.
In addition, if benefits could be payable to a married Participant to whom
this subsection applies in a life annuity form, and such Participant
remains an Employee subsequent to attaining the qualified early retirement
age, then such Participant may elect, during the election period, to have a
portion of his or her Account applied to purchase a nontransferable annuity
contract providing the survivor portion of a joint and survivor form of
benefit (as described in subsection (b) above) to the Participant's
surviving spouse. For purposes of the preceding sentence, the election
period shall begin on the 90th day before the Participant attains the
qualified early retirement age (or on which he or she becomes a
Participant, if later) and end on the date the Participant ceases to be an
Employee.
Either election under this subsection (e) must be in writing but may be
changed by the Participant at any time. An election of the early survivor
annuity shall supersede and invalidate any designation of a Beneficiary to
the extent necessary to provide the survivor annuity benefit. For purposes
of this subsection a Participant's "qualified early retirement age" is the
latest of (1) the earliest date on which the Participant may elect to
receive retirement benefits under the Plan, (2) the first day of the 120th
month beginning before the Participant attains his or her Normal Retirement
Age, and (3) the date the Participant becomes a Participant.
(F) FORMER SPOUSE. For purposes of this Section 9.4, a former spouse of a
Participant will be treated as the spouse or surviving spouse of the
Participant, and a current spouse will not be so treated, to the extent
required under a qualified domestic relations order, as defined in section
414(p) of the Code.
9.5. REQUIRED DISTRIBUTIONS. Subject to Section 9.4, the provisions of
this Section shall supersede any conflicting provisions of the Plan. This
Section shall be interpreted and applied in accordance with the regulations
under section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of section 1.401(a)(9)-2 of the Regulations.
(A) IN GENERAL. If a Participant's benefit is to be distributed in
accordance with Section 9.1(b), the amount to be distributed for each
calendar year for which a minimum distribution is required shall be at
least an amount equal to the quotient obtained by dividing the
Participant's interest in his or her Account by the life expectancy of the
Participant or Beneficiary or the joint life and last survivor expectancy
of the Participant and his or her Beneficiary, whichever is applicable.
For calendar years beginning before January 1, 1989, if a Participant's
Beneficiary is not his or her spouse, the method of distribution selected
must insure that at least 50 percent of the present value of the amount
available for distribution is paid within the life expectancy of the
Participant. For calendar years beginning after January 1, 1989 the
amount to be distributed for each calendar year shall not be less than an
amount equal to the quotient obtained by dividing the Participant's
interest in his or her Account by the lesser of (i) the applicable life
expectancy under Section 9.1(b), or (ii) if a Participant's Beneficiary is
not his or her spouse, the applicable divisor determined under section
1.401(a)(9)-2, Q&A 34 of the Regulations, or any successor regulations of
similar import. Distributions after the death of the Participant shall be
made using the applicable life expectancy under (i) above, without regard
to section 1.401(a)(9)-2 of such regulations.
For purposes of this subsection (a), life expectancy shall be recalculated
annually in the case of the Participant or a Beneficiary who is the
Participant's spouse unless the Participant irrevocably elects otherwise
prior to the time distributions are required to begin. If not recalculated
in accordance with the foregoing, life expectancy shall be calculated using
the attained age of the Participant or Beneficiary, whichever is
applicable, as of such individual's birth date in the first year for which
a minimum distribution is required reduced by one for each elapsed calendar
year since the date life expectancy was first calculated. For purposes of
this Section, life expectancy and joint life and last survivor expectancy
shall be computed by use of the return multiples in section 1.72-9 of the
Treasury Regulations.
The minimum distribution required under this subsection (a) for the
calendar year immediately preceding the calendar year in which the
Participant's required beginning date, as determined under Section
9.9(a)(2), occurs shall be made on or before the Participant's required
beginning date, as so determined. Minimum distributions for other calendar
years shall be made on or before the close of such calendar year.
(b) Additional requirements for distributions after death of Participant.
(1) If the Participant dies before distribution of his or her benefits
has begun, distributions shall be made in accordance with the provisions of
this paragraph. Distributions under Section 9.1(a) shall be completed by
the close of the calendar year in which the fifth anniversary of the death
of the Participant occurs. Distributions under Section 9.1(b) shall
commence, if the Beneficiary is not the Participant's spouse, not later
than the close of the calendar year immediately following the calendar year
in which the death of the Participant occurs. Distributions under Section
9.1(b) to a Beneficiary who is the Participant's surviving spouse shall
commence not later than the close of the calendar year in which the
Participant would have attained age 70 1/2 or, if later, the close of the
calendar year immediately following the calendar year in which the death of
the Participant occurs. In the event such spouse dies prior to the date
distribution to him or her commences, he or she will be treated for
purposes of this subsection (other than the preceding sentence) as if he or
she were the Participant. If the Participant has not designated a
Beneficiary, or the Participant or Beneficiary has not effectively selected
a method of distribution, distribution of the Participant's benefit shall
be completed by the close of the calendar year in which the fifth
anniversary of the death of the Participant occurs.
Any amount paid to a child of the Participant will be treated as if it had
been paid to the surviving spouse if the amount becomes payable to the
surviving spouse when the child reaches the age of majority.
For purposes of this subsection (b)(1), the life expectancy of a
Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant's spouse irrevocably elects otherwise prior
to the time distributions are required to begin. Life expectancy shall be
computed in accordance with the provisions of subsection (a) above.
(2) If the Participant dies after distribution of his or her benefits has
begun, distributions to the Participant's Beneficiary will be made at least
as rapidly as under the method of distribution being used as of the date of
the Participant's death.
For purposes of this Section 9.5(b), distribution of a Participant's
interest in his or her Account will be considered to begin as of the
Participant's required beginning date, as determined under Section
9.9(a)(2). If distribution in the form of an annuity irrevocably commences
prior to such date, distribution will be considered to begin as of the
actual date distribution commences.
A Participant's interest in his or her Account for purposes of this
Section 9.5 shall be determined as of the last valuation date in the
calendar year immediately preceding the calendar year for which a minimum
distribution is required, increased by the amount of any contributions
allocated to, and decreased by any distributions from, such Account after
the valuation date. Any distribution for the first year for which a
minimum distribution is required made after the close of such year shall be
treated as if made prior to the close of such year.
9.6. IMMEDIATE DISTRIBUTIONS. If the Account balance distributable to a
Participant exceeds, or at the time of any prior distribution exceeded,
$3,500, no distribution will be made to the Participant before he or she
reaches his or her Normal Retirement Age (or age 62, if later), unless the
written consent of the participant has been obtained. Such consent shall
be made in writing within the 90-day period ending on the Participant's
Annuity Starting Date. Within the period beginning 90 days before the
Participant's Annuity Starting Date and ending 30 days before such Date,
the Administrator will provide such Participant with written notice
comparable to the notice described in Section 9.4(b) containing a general
description of the material features and an explanation of the relative
values of the optional forms of benefit available under the Plan and
informing the Participant of his or her right to defer receipt of the
distribution until his or her Normal Retirement Age (or age 62, if later).
The consent of the Participant's spouse must also be obtained in such
circumstances unless subsection (b) of Section 9.4 does not apply to the
Participant, or distribution will be made in the form of the applicable
retirement annuity contract described in Section 9.4(b). A spouse's
consent to early distribution, if required, must satisfy the requirements
of Section 9.4(d).
Notwithstanding the foregoing, a Participant's Account balance may be
distributed without the consent of the Participant or the Participant's
spouse to the extent that a distribution is required to satisfy section
401(a)(9) or section 415 of the Code. If the Plan does not provide for
distribution of benefits in the form of an annuity, in the event of the
termination of the Plan, a Participant's Account balance may be distributed
without the consent of the Participant or, if the Employer (or a member of
the same controlled group) maintains another defined contribution plan
(other than an employee stock ownership plan, as defined in section
4975(e)(7) of the Code), may be transferred to such other plan without the
consent of the Participant. Any notice or written waiver requirements may
be reduced or waived by the Administrator or the distributee to the extent
permitted by Code section 411(a)(11).
9.7. DETERMINATION OF METHOD OF DISTRIBUTION. The Participant will
determine the method of distribution of benefits to himself and may
determine the method of distribution to his or her Beneficiary. Such
determination will be made prior to the time benefits become payable under
the Plan. If the Participant does not determine the method of distribution
to his or her Beneficiary or if the Participant permits his or her
Beneficiary to override his or her determination, the Beneficiary, in the
event of the Participant's death, will determine the method of distribution
of benefits to himself as if he or she were the Participant. A
determination by the Beneficiary must be made no later than the close of
the calendar year in which distribution would be required to begin under
Section 9.5(b) or, if earlier, the close of the calendar year in which the
fifth anniversary of the death of the Participant occurs.
9.8. 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 of benefits that such Participant or Beneficiary shall receive and (in
the case of distributions to a Participant) the name of any designated
Beneficiary or Beneficiaries.
9.9. TIME OF DISTRIBUTION.
(A) GENERAL RULE. Subject to the provisions of the following paragraphs,
distributions will be made or will commence at the time specified in the
Adoption Agreement, but in no event will distribution to a Participant be
made later than the earlier of the dates described in (1) and (2) below:
(1) is the 60th day after the close of the Plan Year in which occurs the
later of the date on which the Participant attains age 65, or the date on
which the Participant ceases to be employed by the Employer; and
(B) DISTRIBUTIONS NOT IN EXCESS OF $3,500; DISTRIBUTIONS NOT IN EXCESS OF
$10,000.
(2) is the Participant's Required Beginning Date.
(1) If the Account balance distributable to a Participant is, and at the
time of any prior distribution was, $3,500 or less, distribution of such
Account will be made as soon as practicable following the retirement,
disability, death or other termination of employment of the Participant in
accordance with the provisions of Sections 8.1, 8.2, 8.3, 8.4 or 8.5.
(2) If the Account balance distributable to a Participant exceeds, or at
the time of any prior distribution was, $3,500 but is $10,000 or less, such
Account shall be distributed in accordance with the provisions of paragraph
(1), provided the requirements of Section 9.6 have been satisfied.
9.10. WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES. The Administrator
will at all times be responsible for determining the whereabouts of each
Participant or Beneficiary who may be entitled to benefits under the Plan
and will at all times be responsible for instructing the Trustee in writing
as to the current address of each such Participant or Beneficiary. The
Trustee will be entitled to rely on the latest written statement received
from the Administrator as to such addresses. The Trustee will be under no
duty to make any distributions under the Plan unless and until it has
received written instructions from the Administrator satisfactory to the
Trustee containing the name and address of the distributee, the time when
the distribution is to occur, and the form which the distribution will
take. Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is
unable to make such distribution because the whereabouts of the distributee
is unknown, the Trustee will notify the Administrator of such situation and
thereafter the Trustee will be under no duty to make any further
distributions to such distributee until it receives further written
instructions from the Administrator.
9.11. DIRECT ROLLOVERS OF ELIGIBLE DISTRIBUTIONS.
(A) IN GENERAL
Notwithstanding any provision of the Plan to the contrary that may
otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Administrator,
to have any portion of an eligible rollover distribution paid directly to
an eligible retirement plan specified by the distributee in a direct
rollover.
(B) DEFINITIONS
For purposes of this Section, the following definitions shall apply:
(1) An "eligible rollover distribution" is any distribution of all or any
portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives of the distributee and the distributee's
Beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Code section
401(a)(9); and the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(2) With respect to a distributee who is an Employee or former Employee,
or an Employee's or former Employee's spouse or former spouse who is an
alternate payee under a qualified domestic relations order, an "eligible
retirement plan" is an individual retirement account described in Code
section 408(a), an individual retirement annuity described in Code section
408(b), an annuity plan described in Code section 403(a), or a qualified
trust described in Code section 401(a). With respect to a distributee who
is an Employee's or former Employee's surviving spouse, an "eligible
retirement plan" is an individual retirement account or an individual
retirement annuity.
(3) A "distributee" includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse, who is an
alternate payee under a qualified domestic relations order as defined in
section 414(p) of the Code, are distributees with regard to the interest of
the spouse or former spouse.
(4) A "direct rollover" is a payment by the Plan to the eligible
retirement plan specified by the distributee.
ARTICLE 10. LOANS TO PARTICIPANTS
10.1. IN GENERAL. If permitted under the Adoption Agreement, upon the
written request of an Eligible Borrower on a form acceptable to the
Administrator, and subject to the conditions of this Article, the
Administrator shall direct the Trustee to make a loan from the Trust to the
Eligible Borrower. For purposes of this Article, an "Eligible Borrower" is
10.1(a). a Participant who is an Employee or is otherwise a "party in
interest" within the meaning of ERISA section 3(14); or
10.1(b). a deceased Participant's Beneficiary who has not yet received
the entire vested portion of the Participant's Accounts and who is a "party
in interest" as described above.
10.1(c). Notwithstanding the foregoing, no loans will be made to any
shareholder-employee or owner-employee. For purposes of this requirement,
a shareholder-employee means an employee or officer of an electing small
business (Subchapter S) corporation who owns (or is considered as owning
within the meaning of section 318(a)(1) of the Code), on any day during the
taxable year of such corporation, more thn 5% of the outstanding stock of
the corporation.
10.2. RULES AND PROCEDURES. The Administrator shall promulgate such
rules and procedures, not inconsistent with the express provisions of this
Article, as it deems necessary to carry out the purposes of this Article.
All such rules and procedures shall be deemed a part of the Plan for
purposes of the Department of Labor regulation section 2550.408b-1(d).
Loans shall not be made available to Eligible Borrowers who are Highly
Compensated Employees in an amount (determined under Department of Labor
regulation section 2550.408b-1(b)) greater than the amount made available
to other Eligible Borrowers. Section 9.4(d) above shall apply to any
request for a loan from an Eligible Borrower described in Section
9.4(a)(1).
10.3. MAXIMUM AMOUNT OF LOAN. The following limitations shall apply in
determining the amount of any loan to an Eligible Borrower hereunder:
10.3(a). The amount of the loan, together with any other outstanding
indebtedness of the Eligible Borrower under the Plan or any other qualified
retirement plans of the Related Employers, shall not exceed $50,000 reduced
by the excess of (i) the highest outstanding loan balance of the Eligible
Borrower from such plans during the one-year period ending on the day prior
to the date on which the loan is made, over (ii) the Eligible Borrower's
outstanding loan balance from such plans immediately prior to the loan.
10.3(b). The amount of the loan shall not exceed 50% of the Eligible
Borrower's vested interest in his or her Accounts.
10.3(c). An assignment or pledge of any portion of the Participant's
interest in the Plan and a loan, pledge, or assignment with respect to any
insurance contract purchased under the Plan, will be treated as a loan
under this section.
10.4. MINIMUM AMOUNT OF LOAN. The Administrator may establish a minimum
amount for any single loan under the Plan, not to exceed $1,000.
10.5. NOTE; SECURITY; INTEREST. Each loan shall be evidenced by a note
signed by the Eligible Borrower and shall be secured by 50% of the Eligible
Borrower's vested interest in his or her Accounts, including in such
security the note evidencing the loan. The loan shall bear interest at a
reasonable annual percentage interest rate to be determined by the
Administrator. In determining the interest rate, the Administrator shall
take into consideration interest rates currently being charged by persons
in the business of lending money with respect to loans made in similar
circumstances. The Administrator shall made such determination through
consultation with one or more lending institutions, as the Administrator
deems appropriate.
10.6. REPAYMENT. Each loan made to an Eligible Borrower who is receiving
regular payments of compensation from a Participating Employer shall be
repayable by payroll deduction. Loans made to other Eligible Borrowers
(and, in all events, where payroll deduction is no longer practicable)
shall be repayable in such manner as the Administrator may from time to
time determine. The documents evidencing a loan shall provide that
payments shall be made not less frequently than quarterly and over a
specified term as determined by the Administrator (but not to exceed five
years unless the loan is being applied toward the purchase of a principal
residence for the Eligible Borrower); such documents shall also require
that the loan be amortized with level payments of principal and interest.
10.7. REPAYMENT UPON DISTRIBUTION. If, at the time benefits are to be
distributed (or to commence being distributed) to an Eligible Borrower with
respect to a separation from service, there remains any unpaid balance of a
loan hereunder, such unpaid balance shall, to the extent consistent with
Department of Labor regulations, become immediately due and payable in
full. Such unpaid balance, together with any accrued but unpaid interest
on the loan, shall be deducted from the Eligible Borrower's Accounts,
subject to the default provisions below, before any distribution of
benefits is made. Except as may be required in order to comply (in a
manner consistent with continued qualification of the Plan under Code
section 401(a)) with Department of Labor regulations, no loan shall be made
or remain outstanding with respect to a Participant under this Article
after the time distributions to the Participant with respect to a
separation from service are to be paid or commence.
10.8. DEFAULT. In the event of a default in making any payment of
principal or interest when due under the note evidencing any loan under
this Article, if such default continues for more than 14 days after written
notice of the default by the Trustee, the unpaid principal balance of the
note shall immediately become due and payable in full. Such unpaid
principal, together with any accrued but unpaid interest, shall thereupon
be deducted from the Eligible Borrower's Accounts, subject to the further
provisions of this section. The amount so deducted shall be treated as
distributed to the Eligible Borrower and applied by the Eligible Borrower
as a payment of the unpaid interest and principal (in that order) under the
note evidencing such loan. In no event shall the Administrator apply the
Eligible Borrower's Accounts to satisfy the Eligible Borrower's repayment
obligation, whether or not he or she is in default, unless the amount so
applied otherwise could be distributed in accordance with the Plan.
10.9. NOTE AS TRUST ASSET. The note evidencing a loan to an Eligible
Borrower under this Article shall be an asset of the Trust which is
allocated to the Account of such Eligible Borrower, and shall for purposes
of the Plan be deemed to have a value at any given time equal to the unpaid
principal balance of the note plus the amount of any accrued but unpaid
interest.
10.10. NONDISCRIMINATION. Loans shall be made available under this
Article to all Eligible Borrowers on a reasonably equivalent basis, except
that the Administrator may make reasonable distinctions based on
creditworthiness.
10.11. DESIGNATION OF INVESTMENT FUNDS. If Participants are able to
direct the investment of their Accounts, an Eligible Borrower may designate
the Accounts from which his or her loan is to be made and the Eligible
Investments to be redeemed. In the absence of such a designation, the loan
shall be made proportionately from all Accounts and Eligible Investments to
which the Eligible Borrower's Accounts are allocated.
10.12. SPOUSAL CONSENT. A Participant must obtain the consent of his or
her spouse, if any, to use of the Account as security for the loan.
Spousal consent shall be obtained no earlier than the beginning of the
90-day period that ends on the date on which the loan is to be so secured.
The consent must be in writing, must acknowledge the effect of the loan,
and must be witnessed by a Plan representative or notary public. Such
consent shall thereafter be binding with respect to the consenting spouse
or any subsequent spouse with respect to that loan. A new consent shall be
required if the Account is used for renegotiation, extension, renewal, or
other revision of the loan.
ARTICLE 11. TOP-HEAVY PROVISIONS.
11.1. APPLICATION. If the Plan is or becomes a Top-Heavy Plan in any
Plan Year, the provisions of this Article 11 shall supersede any
conflicting provision in the Plan.
11.2. DEFINITIONS. For purposes of this Article 11, the following terms
have the meanings set forth below:
(A) KEY EMPLOYEE. Any Employee or former Employee (and the Beneficiary of
any such Employee) who at any time during the determination period was (i)
an officer of the Employer whose annual Compensation exceeds 50 percent of
the dollar limitation under section 415(b)(1)(A) of the Code, (ii) an owner
(or considered an owner under section 318 of the Code) of one of the ten
largest interests in the Employer if such individual's annual Compensation
exceeds the dollar limitation under section 415(c)(1)(A) of the Code, (iii)
a 5-percent owner of the Employer, or (iv) a 1-percent owner of the
Employer who has annual Compensation of more than $150,000. For purposes
of this paragraph, the determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of
who is a Key Employee shall be made in accordance with section 416(i)(1) of
the Code and the regulations thereunder.
(B) TOP-HEAVY PLAN. The Plan is a Top-Heavy Plan if any of the following
conditions exists:
(1) the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is
not part of any Required Aggregation Group or Permissive Aggregation Group;
(2) the Plan is a part of a Required Aggregation Group but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the Required
Aggregation Group exceeds 60 percent; or
(3) the Plan is a part of a Required Aggregation Group and a Permissive
Aggregation Group and the Top-Heavy Ratio for both Groups exceeds 60
percent.
(C) TOP-HEAVY RATIO.
(1) With respect to this Plan, or with respect to any Required
Aggregation Group or Permissive Aggregation Group that consists solely of
defined contribution plans (including any simplified employee pension
plans), the Top-Heavy Ratio is a fraction, the numerator of which is the
sum of the account balances of all Key Employees under the plans as of the
Determination Date (including any part of any account balance distributed
in the 5-year period ending on the Determination Date), and the denominator
of which is the sum of all account balances (including any part of any
account balance distributed in the 5-year period ending on the
Determination Date) of all participants under the plans as of the
Determination Date. Both the numerator and denominator of the Top-Heavy
Ratio shall be adjusted to reflect any contribution which is due but unpaid
as of the Determination Date.
(2) With respect to any Required Aggregation Group or Permissive
Aggregation Group that includes one or more defined benefit plans which,
during the 5-year period ending on the Determination Date, has covered or
could cover a Participant in this Plan, the Top-Heavy Ratio is a fraction,
the numerator of which is the sum of the account balances under the defined
contribution plans for all Key Employees and the present value of accrued
benefits under the defined benefit plans for all Key Employees, and the
denominator of which is the sum of the account balances under the defined
contribution plans for all participants and the present value of accrued
benefits under the defined benefit plans for all participants. Both the
numerator and denominator of the Top-Heavy Ratio shall be adjusted for any
distribution of an account balance or an accrued benefit made in the 5-year
period ending on the Determination Date and any contribution due but unpaid
as of the Determination Date.
(3) For purposes of (1) and (2) above, the value of account balances and
the present value of accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in section 416 of the
Code and the regulations thereunder for the first and second plan years of
a defined benefit plan. The account balances and accrued benefits of a
participant (i) who is not a Key Employee but who was a Key Employee in a
prior year, or (ii) who has not been credited with at least one Hour of
Service with the Employer at any time during the 5-year period ending on
the Determination Date, will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions, rollovers, and
transfers are taken into account, shall be made in accordance with section
416 of the Code and the regulations thereunder. Deductible Employee
contributions shall not be taken into account for purposes of computing the
Top-Heavy Ratio. When aggregating plans, the value of account balances and
accrued benefits shall be calculated with reference to the Determination
Dates that fall within the same calendar year.
For purposes of determining if the Plan, or any other plan included in a
Required Aggregation Group of which this Plan is a part, is a Top-Heavy
Plan, the accrued benefit in a defined benefit plan of an Employee other
than a Key Employee shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Employer, or (b) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of section 411(b)(1)(C) of the Code.
(D) PERMISSIVE AGGREGATION GROUP. The Required Aggregation Group plus
any other qualified plans of the Employer or a Related Employer which, when
considered as a group with the Required Aggregation Group, would continue
to satisfy the requirements of sections 401(a)(4) and 410 of the Code.
(E) REQUIRED AGGREGATION GROUP.
(1) Each qualified plan of the Employer or Related Employer in which at
least one Key Employee participates, or has participated at any time during
the determination period (regardless of whether the plan has terminated),
and
(2) any other qualified plan of the Employer or Related Employer which
enables a plan described in (1) above to meet the requirements of sections
401(a)(4) or 410 of the Code.
(F) DETERMINATION DATE. For any Plan Year of the Plan subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, the last day of that Plan Year.
(G) VALUATION DATE. The Determination Date.
(H) PRESENT VALUE. Present value shall be based only on the interest rate
and mortality table specified in the Adoption Agreement.
11.3. MINIMUM CONTRIBUTION.
(a) Except as otherwise provided in (b) and (c) below, the Employer
contributions made on behalf of any Participant who is not a Key Employee
shall not be less than the lesser of 3 percent of such Participant's
Compensation or, in the case where the Employer has no defined benefit plan
which designates this Plan to satisfy section 401 of the Code, the largest
percentage of contributions (taking into account for this purpose only
Elective Contributions, Qualified Nonelective Contributions, Matching
Contributions, Discretionary Contributions and any forfeitures applied
toward any such contributions), as a percentage of the Key Employee's
Compensation, made on behalf of any Key Employee for that year. The
minimum contribution under this Section 11.3 shall be determined without
regard to any Social Security contribution, and shall be made even though,
under other Plan provisions, the Participant would not otherwise be
entitled to receive a contribution, or would have received a lesser
contribution for the year, because (i) the Participant failed to complete
1,000 Hours of Service or any equivalent service requirement provided in
the Adoption Agreement; or (ii) the Participant's Compensation was less
than a stated amount.
(b) The provisions of (a) above shall not apply to any Participant who was
not employed by the Employer on the last day of the Plan Year.
(c) The Employer contributions for the Plan Year made on behalf of each
Participant who is not a Key Employee and who is a participant in a defined
benefit plan maintained by the Employer shall not be less than 5 percent of
such Participant's Compensation.
(d) The minimum contribution required under (a) above (to the extent
required to be nonforfeitable under section 416(b) of the Code) may not be
forfeited under section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
(e) With respect to Plan Years beginning before January 1, 1989, for any
Plan Year in which this Plan is a Top-Heavy Plan, only the first $200,000
(or such amount as may be prescribed by the Secretary of the Treasury or
his or her delegate) of a Participant's annual Compensation shall be taken
into account for purposes of determining Employer contributions under the
Plan.
(f) In determining whether Employer contributions on behalf of an
Employee exceed the 3% (or 5%) minimums, all Employer contributions
(including Elective Contributions) shall be taken into account with respect
to Key Employees, but only Discretionary Contributions and Qualified
Nonelective Contributions shall be taken into account with respect to
individuals who are not Key Employees.
11.4. MINIMUM VESTING SCHEDULES.
(a) With respect to a Plan which is adopted under a nonstandardized form
of Adoption Agreement, for any Plan Year in which such Plan is a Top-Heavy
Plan, each Participant who has been credited with at least three (3) Years
of Service for Vesting and who does not already have a nonforfeitable right
to 100 percent of his or her Account shall have such nonforfeitable right
to his or her Account. A Plan which is adopted under a standardized form
of Adoption Agreement shall, for any Plan Year in which such Plan is a
Top-Heavy Plan, continue to have the vesting schedule selected by the
Employer in the Adoption Agreement. The minimum vesting schedule specified
in this subsection shall apply to all benefits within the meaning of
section 411(a)(7) of the Code except those benefits that accrued before the
Plan became a Top-Heavy Plan. No reduction in a Participant's
nonforfeitable interest in his or her Account may occur in the event the
Plan's status as a Top-Heavy Plan changes for any Plan Year.
(b) This Section 11.4 does not apply to the Account balance of any
Employee who does not have an Hour of Service after the Plan has initially
become a Top-Heavy Plan, and such Employee's Account balance shall be
determined without regard to this Article.

11.5. ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS. If this
Plan is in Top-Heavy status, the number 100 shall be substituted for the
number 125 in subsections (e)(2) and (e)(3) of Section 6.3. However, this
substitution shall not take effect with respect to this Plan in any Plan
Year in which the following requirements are satisfied:
(a) The Employer contributions for such Plan Year made on behalf of each
Participant who is not a Key Employee and who is a participant in a defined
benefit plan maintained by the Employer is not less than 7 1/2 percent of
such Participant's Compensation.
(b) The sum of the present value as of the Determination Date of (i) the
aggregate accounts of all Key Employees under all defined contribution
plans of the Employer and (ii) the cumulative accrued benefits of all Key
Employees under all defined benefit plans of the Employer does not exceed
90 percent of the same amounts determined for all participants under all
plans of the Employer that are Top-Heavy Plans, excluding account values
and accrued benefits for Employees who formerly were but are no longer Key
Employees.
The substitutions of the number 100 for 125 shall not take effect in any
Limitation Year with respect to any Participant for whom no benefits are
accrued or contributions made for such Year.
ARTICLE 12. AMENDMENT AND TERMINATION.
12.1. AMENDMENT BY EMPLOYER. The Employer reserves the authority, subject
to the provisions of Article 1 and Section 12.3, to amend the Plan:
(A) CHANGING ELECTIONS CONTAINED IN THE ADOPTION AGREEMENT. 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 to be effective on the
effective date of such amended Adoption Agreement (except that, 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 or she 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 sections 415 or
416 of the Code because of the required aggregation of multiple plans by
completing overriding Plan language in the Adoption Agreement. The
Employer may also add certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not
cause the Plan to be treated as an individually designed plan; or
(B) OTHER CHANGES. By amending any provision of the Plan for any reason
other than those specified in (a) above. However, upon making such
amendment, the Employer may no longer participate in this prototype Plan
arrangement and will be deemed to have an individually designed plan.
Following such amendment, the Trustee will transfer the assets of the Trust
to the trust forming part of such newly adopted plan upon receipt of
sufficient evidence (such as a determination letter or opinion letter from
the Internal Revenue Service or an opinion of counsel satisfactory to the
Trustee) that such trust will be a qualified trust under the Code.
12.2. AMENDMENT BY SPONSOR. The Sponsor may in its discretion amend the
Plan or the Adoption Agreement at any time, subject to the provisions of
Article 1 and Section 12.3, and provided that the Sponsor mails a copy of
such amendment to the Employer at its last known address as shown on the
books of the Sponsor.
12.3. AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS.
(a) Except as permitted by Section 12.4, no amendment to the Plan shall be
effective to the extent that it has the effect of decreasing a
Participant's Account balance or eliminating an optional form of benefit
with respect to benefits attributable to service before the amendment.
Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his or her Account, determined
as of the later of the date the amendment is adopted or the date it becomes
effective, will not be less than the Participant's nonforfeitable interest
in his or her Account determined without regard to such amendment.
(b) If the Plan's vesting schedule is amended, including any amendment
resulting from a change to or from Top-Heavy Plan status, or the Plan is
amended in any way that directly or indirectly affects the computation of a
Participant's nonforfeitable interest in his or her Account, each
Participant with at least three (3) Years of Service for Vesting with the
Employer may elect, within a reasonable period after the adoption of the
amendment, to have the nonforfeitable percentage of his or her Account
computed under the Plan without regard to such amendment. The
Participant's election may be made within 60 days from the latest of (i)
the date the amendment is adopted; (ii) the date the amendment becomes
effective; or (iii) the date the Participant is issued written notice of
the amendment by the Employer or the Administrator.
12.4. RETROACTIVE AMENDMENTS. An amendment made by the sponsor in
accordance with Section 12.2 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 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
12.1.
12.5. 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.
12.6. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination or
partial termination of the Plan or complete discontinuance of contributions
thereunder, each Participant (including a terminated Participant in respect
of amounts not previously forfeited by him or her) who is affected by such
termination or partial termination or discontinuance will have a fully
vested interest in his or her Account, and, subject to Sections 9.4 and
9.6, the Trustee will distribute to each Participant or other person
entitled to distribution the balance of the Participant's Account in a
single lump sum payment. In the absence of such instructions, the Trustee
will notify the Administrator of such situation and the Trustee will be
under no duty to make any distributions under the Plan until it receives
written instructions from the Administrator. Upon the completion of such
distributions, the Trust will terminate, the Trustee will be relieved from
all liability under the Trust, and no Participant or other person will have
any claims thereunder, except as required by applicable law. For purposes
of determining whether a Participant is affected by a termination or
partial termination, any Participant who separated from the service of the
Employer with a nonforfeitable interest in no portion of his or her Account
will be deemed to have received a complete distribution of such
nonforfeitable portion, with an immediate forfeiture of the forfeitable
portion, upon such separation from service.
1 12.7.2.7. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In
case of any merger or consolidation of the Plan with, or transfer of assets
and liabilities of the Plan to, any other plan, provision must be made so
that each Participant would, if the Plan then terminated, receive a benefit
immediately after the merger, consolidation or transfer which is equal to
or greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation or transfer if the Plan had
then terminated.
ARTICLE 13. AMENDMENT AND CONTINUATION OF PREDECESSOR
PLAN; TRANSFER OF FUNDS TO OR FROM OTHER
QUALIFIED PLANS.
13.1. AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN. If the Adoption
Agreement so provides, in the event the Employer has previously established
a plan (the "predecessor plan") which is a defined contribution plan under
the Code and which on the date of adoption of the Plan meets the applicable
requirements of section 401(a) of the Code, the Employer may, in accordance
with the provisions of the predecessor plan, amend and continue the
predecessor plan in the form of the Plan and become the Employer hereunder,
subject to the following:
(a) Subject to the provisions of the Plan, each individual who was a
participant or former participant in the predecessor plan immediately prior
to the effective date of such amendment and continuation will become a
Participant or former Participant in the Plan;
(b) No election may be made under the vesting provisions of the Adoption
Agreement if such election would reduce the benefits of a Participant under
the Plan to less than the benefits to which he or she would have been
entitled if he or she voluntarily separated from the service of the
Employer immediately prior to such amendment and continuation;
(c) No amendment to the Plan shall decrease a participant's accrued
benefit or eliminate an optional form of benefit;
(d) The amounts standing to the credit of a participant's account
immediately prior to such amendment and continuation which represent the
amounts properly attributable to (i) contributions by the participant and
(ii) contributions by the Employer and forfeitures will constitute the
opening balance of his or her Account or Accounts under the Plan;
(e) Amounts being paid to a former participant or to a beneficiary in
accordance with the provisions of the predecessor plan will continue to be
paid in accordance with such provisions;
(f) Any beneficiary designation in effect after August 23, 1984, under
the predecessor plan immediately before such amendment and continuation
will be deemed a valid designation of Beneficiary under Section 8.4 if such
designation satisfies the requirements of Section 9.4(d), unless and until
the Participant revokes such designation or designates a new Beneficiary
under the Plan; and
(g) Unless the Employer and the Trustee agree otherwise, all assets of
the predecessor trust will be deemed to be assets of the Trust as of the
effective date of such amendment. Such assets will be invested by the
Trustee as soon as reasonably practicable pursuant to Sections 7.1 and 7.2.
The Employer agrees to assist the Trustee in any way requested by the
Trustee in order to facilitate the transfer of assets from the predecessor
trust to the Trust Fund.
13.2. TRANSFER OF FUNDS FROM AN EXISTING PLAN. If the Plan is a
nonstandardized plan, the Employer may from time to time direct the
Trustee, in accordance with such rules as the Trustee may establish, to
accept funds transferred for the benefit of Participants from a trust
forming part of another qualified plan under the Code, provided such plan
is a defined contribution plan. Such transferred assets will become assets
of the Trust as of the date they are received by the Trustee. Such
transferred amounts will be credited to Participants' Accounts in
accordance with their respective interests immediately upon receipt by the
Trustee. A Participant's interest under the Plan in transferred amounts
which were fully vested and nonforfeitable under the transferring plan will
be fully vested and nonforfeitable at all times. Such transferred assets
will be invested by the Trustee in accordance with the provisions of
paragraph (f) of Section 13.1 as if such assets were transferred from a
predecessor plan.
13.3. ACCEPTANCE OF ASSETS BY TRUSTEE. The Trustee will not accept
assets which are not either in a medium proper for investment under the
Plan or in cash. Such assets shall be accompanied by written instructions
showing separately the respective contributions by the prior employer and
by the transferring Employee, and identifying the assets attributable to
such contributions. The Trustee shall establish such accounts as may be
necessary or appropriate to reflect such contributions under the Plan. The
Trustee shall hold such assets for investment in accordance with the
provisions of Article 7, and shall in accordance with the written
instructions of the Employer make appropriate credits to the Accounts of
the Participants for whose benefit assets have been transferred.
13.4. TRANSFER OF ASSETS FROM TRUST. The Employer may direct the Trustee
to transfer all or a specified portion of the Trust assets to any other
plan or plans maintained by the Employer or the employer or employers of a
former Participant or Participants, provided that the Trustee has received
evidence satisfactory to it that such other plan meets all applicable
requirements of the Code. The assets so transferred shall be accompanied
by written instructions from the Employer naming the persons for whose
benefit such assets have been transferred, showing separately the
respective contributions by the Employer and by each Participant, if any,
and identifying the assets attributable to the various contributions. The
Trustee shall have no further liabilities with respect to assets so
transferred.
ARTICLE 14. MISCELLANEOUS.
14.1. COMMUNICATION TO PARTICIPANTS. The Plan will be communicated to
all Participants by the Employer promptly after the Plan is adopted.
14.2. 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. It is a condition of the Plan, and
each Participant expressly agrees by his or her participation herein, that
each Participant will look solely to the assets held in the Trust for the
payment of any benefit to which he or she is entitled under the Plan.
14.3. 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. The preceding sentence
shall also apply to the creation, assignment, or recognition of a right to
any benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a qualified domestic
relations order, as defined in section 414(p) of the Code, or any domestic
relations order entered before January 1, 1985. A domestic relations order
will not fail to be deemed a qualified domestic relations order merely
because it requires the distribution or segregation of all or part of a
Participant's Account with respect to an alternate payee before the
Participant's death, disability, hardship or termination of employment, and
distributions shall be made, or Accounts segregated, pursuant to the terms
of any qualified domestic relations order.
14.4. 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 or her affairs by reason of minority, illness,
infirmity or other incapacity, the Administrator may direct the Trustee to
disburse such payments to a person or institution designated by a court
which has jurisdiction over such recipient or a person or institution
otherwise having the legal authority under State law for the care and
control of such recipient. The receipt by such person or institution of
any such payments shall be complete acquittance therefor, and any such
payment to the extent thereof, shall discharge the liability of the Trust
for the payment of benefits hereunder to such recipient.
14.5. 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 and any regulations
issued or forms adopted by the Treasury Department thereunder or under the
provisions of ERISA and any regulations issued or forms adopted by the
Labor Department thereunder.
14.6. EFFECT OF FAILURE TO QUALIFY UNDER CODE. Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain
approval of the Plan by the Internal Revenue Service as a qualified Plan
under the Code, the Employer may no longer participate in this prototype
Plan arrangement and will be deemed to have an individually designed plan.
If it is determined by the Internal Revenue Service that the Plan does not
initially qualify under section 401 of the Code, all assets then held under
the Plan will be returned by the Trustee, as directed by the Administrator,
to the Employer, but only if the application for determination is made by
the time prescribed by law for filing the Employer's return for the taxable
year in which the Plan was adopted or such later date as may be prescribed
by regulations. Such distribution will be made within one year after the
date the initial qualification is denied. Upon such distribution the Plan
will be considered to be rescinded and to be of no force or effect.
14.7. 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 Adoption
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.
14.8. 14.8. 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.

THE FIDELITY INVESTMENTS 401(A) PROTOTYPE PLAN
ADOPTION AGREEMENT
STANDARDIZED PROFIT-SHARING PLAN
PLAN NO. 001
ADOPTION AGREEMENT
STANDARDIZED PROFIT-SHARING PLAN
PLAN NO. 001
I. GENERAL INFORMATION
(a) Name of Employer: ___________________________
(b) Address and telephone number: _________________
_________________
_________________
(c) Employer identification number: _____________
(a) Name of principal contact: _______________
(b) Office to provide information to
Participants: _____________________
(a) Name of Plan: ____________________
(b) Plan number: _____________________
(c) Plan Year ends: ___________________
(d) Employer's fiscal year ends: _______________
Employer [ ] maintains [ ] does not maintain a tax-sheltered annuity
program under which Employees are required, as a condition of employment or
under a one-time election, to make pre-tax contributions.
II. ADOPTION
The Employer hereby adopts a profit-sharing plan in the form of the
Fidelity
Investments 401(a) Prototype Plan.
III. COVERAGE
All Employees of the Employer who meet the conditions specified below will
be
covered by the Plan.
1. Service requirements -
(a) date of employment
(b) six months of service
(c) one Year of Service
Note: If you wish to check the following box, you must elect 100% immediate
vesting under VI.1.(a) below and you cannot elect age 26 under III.3.(c)
below.
(d) two Years of Service
2. Hours of Service - (complete only if 1 or 2 Years of Service are
required for coverage)
To be credited with a Year of Service,
(a) 1,000 or more Hours of Service are required
(b) 500 or more Hours of Service are required
(c) no Hours of Service are required
(d) __ (specify Hours of Service required,
must be less than 1,000)
3. Age requirements -
(a) no age requirement
(b) attain age 21
Note: If you wish to check the following box, you must be a tax-exempt
educational institution and you may not elect a two Years of Service
requirement under III.1.(d) above.
(c) attain age 26
4. Employees covered by a collective bargaining agreement are:
(a) included
(b) excluded
IV. EMPLOYER CONTRIBUTIONS
1. The Employer elects to contribute each year:
(a) discretionary % of each Participant's Compensation (% to be determined
each year by Employer and must be uniform)
(b) __% of each Participant's Compensation
(c) __% of each Participant's Compensation up to the Integration Level,
plus __% of each Participant's Compensation in excess of the Integration
Level
Note: If the Plan becomes top-heavy, the contribution formula may be
increased to three percent (3%) of Compensation for non-key employees in
accordance with the top-
2. The Integration Level is:
(a) the Social Security Taxable Wage Base
(b) 80% of the Social Security Taxable Wage Base
(c) 50% of the Social Security Taxable Wage Base
3. The Compensation to be used to determine contributions is W-2
compensation:
(a) including salary reduction contributions under another tax-favored
employee benefit plan
(b) excluding salary reduction contributions under another tax-favored
employee benefit plan
4. Contributions will be remitted to Fidelity:
(a) monthly
(b) quarterly
(c) semi-annually
(d) annually
(e) other ________________________
(specify period, may not be less frequent than annually)
Discretionary Contributions will be allocated:
(a) to each Participant who is an active Employee at any time during the
Plan Year
(b) to each Participant who is either an active Employee on the last day
of the Plan Year or is credited with more than 500 Hours of Service in the
Plan Year
V. NORMAL RETIREMENT AGE
1. The Normal Retirement Age under the Plan is:
(a) age 65
(b) age __ (specify between 55 and 64)
VI. VESTED PERCENTAGE
1. Participants' vested percentage upon termination prior to Normal
Retirement Age:
(a) 100% immediate
(b) 100% after __ complete Years of Service for Vesting (not more than 3)
(c) a percentage determined in accordance with the following schedule:
Years of Service for Vesting Percentage
less than 2 0
2 20
3 40
4 60
5 80
6 or more 100
2. To be credited with a Year of Service for Vesting:
(a) 12 months of service are required (elapsed time method)
(b) 1,000 Hours of Service are required (hour of service method)
VII. HARDSHIP
1. Withdrawals for hardship prior to termination of employment:
Note: You may elect (a) only if you have not elected an integrated
contribution formula under IV.1.(c) above.
(a) are permitted
(b) are not permitted
VIII. DISTRIBUTIONS AND PAYMENTS
1. Distributions under the Plan may be paid as (check one or more boxes as
desired):
(a) lump sum
(b) under systematic withdrawal plan (installments)
Note: Under the Plan, if a Participant's Account does not exceed $3,500
(and, if the Participant and (if applicable) his or her spouse consent, if
his or her Account does not exceed $10,000) distribution will be made in a
lump sum as soon as practicable following retirement or termination of
employment.
2. Distributions will begin following termination of employment or
retirement (check only one box):
(a) as soon as practicable
(b) at age 55
Note: You may not elect (c) unless you elected age 65 as the Normal
Retirement Age under V.1.(a) above.
(c) at age 65
Note: Under the law, distributions following termination of employment or
retirement must start in any event within 60 days following the end of the
Plan Year in which the Participant attains Normal Retirement Age.
Distributions to active Employees must start no later than April 1
following the year in which the Participant attains age 70 1/2.
IX. TWO OR MORE PLANS - Limitations on contributions or benefits
1. If the Employer maintains, or maintained, any other defined contribution
plan or plans, which are not Master or Prototype Plans, or any welfare
benefit fund (as defined in section 419(e) of the Code) or any individual
medical account (as defined in section 415(l)(2) of the Code) with respect
to Participants in this Plan, Annual Additions for any Limitation Year to
this Plan:
(a) will be limited in accordance with Section 6.03 of this Plan
(b) other method for limiting contributions (attach separate sheet)
2. If the Employer maintains, or maintained, a defined benefit plan or
plans, the sum of the Defined Contribution Fraction and Defined Benefit
Fraction for a Limitation Year may not exceed the limitation specified in
section 415(e), modified by section 416(h)(1) of the Code. This combined
plan limit will be met as follows:
(a) Annual Additions to this Plan are limited so that the sum of the
Defined Contribution Fraction and the Defined Benefit Fraction does not
exceed 1.0
(b) other method of limiting Annual Additions or reducing projected annual
benefits (attach separate sheet)
X. TOP-HEAVY PROVISIONS
1. If the Plan becomes a Top-Heavy Plan, minimum contributions:
(a) will be provided in accordance with Article 10 of this Plan
(b) other method of providing minimum contributions (attach separate
sheet)
Note: If the Plan becomes top-heavy, additional minimum contributions are
required under the Plan on behalf of certain Participants who are also
participants in a defined benefit plan maintained by the Employer.
2. If Participants in this Plan are covered under a defined benefit plan or
plans of the Employer, for purposes of establishing present value to
compute the Top-Heavy Ratio (as defined in Section 10.02 of the Plan),
benefits under such plan or plans shall be discounted only for mortality
and interest based on the following:
Interest Rate ___% Mortality Table ____
XI. ESTABLISHMENT OF TRUST/INVESTMENTS
The Employer hereby establishes a Trust under the Plan in the form of the
Fidelity Investments 401(a) Trust Agreement; and the trustee indicated
below hereby agrees to act as Trustee. Under the Plan, Participants'
Accounts will be invested in accordance with Participant directions from
among Fidelity funds and other Eligible Investments selected by the
Employer.
XII. PLAN SPONSOR
The Sponsor of the Fidelity Investments 401(a) Prototype Plan is Fidelity
Management and Research Company, 82 Devonshire Street, Boston,
Massachusetts 02109, (617) 227-3694. Fidelity Management and Research
Company will inform the Employer of any amendments to the Plan made by the
Sponsor or of the discontinuance of the Plan.
XIII. RELIANCE ON OPINION LETTER
An Employer who maintains or has maintained, or who later adopts, any plan
(including after December 31, 1985, a welfare benefit fund, as defined in
section 419(e) of the Code, which provides post-retirement medical benefits
allocated to separate accounts for key employees as defined in section
419A(d)(3) of the Code, or an individual medical account, as defined in
section 415(l)(2) of the Code) in addition to this Plan may not rely on the
opinion letter issued by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under section 401 of the
Code. If the Employer who adopts or maintains multiple plans wishes to
obtain reliance that his or her plan(s) are qualified, application for a
determination letter should be made to the appropriate Key District
Director of Internal Revenue.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Code unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of sections
401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of the Code, as
amended by the Tax Reform Act of 1986 or later laws, (a) are made effective
retroactively to the first day of the first plan year beginning after
December 31, 1988 (or such other date on which these requirements first
become effective with respect to this plan); or (b) are made effective no
later than the first day on which the Employer is no longer entitled, under
regulations, to rely on a reasonable, good faith interpretation of these
requirements, and the prior provisions of the Plan constitute such an
interpretation.
This Adoption Agreement may be used only in conjunction with Fidelity
Investments 401(a) Prototype Plan Basic Plan Document No. 03. Please
complete this Adoption Agreement carefully. Failure to properly fill out
the Adoption Agreement could result in disqualification of the Plan.
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this __ day of ________, 19__.
______________________________
Employer
By: __________________________
Accepted and Consented to
by the Trustee
By: ______________________ Date: _______________________
Trustee's Address:
Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109

THE FIDELITY INVESTMENTS 401(A) PROTOTYPE PLAN
ADOPTION AGREEMENT
NONSTANDARDIZED DISCRETIONARY CONTRIBUTION PLAN
PLAN NO. 002

ADOPTION AGREEMENT
NONSTANDARDIZED DISCRETIONARY CONTRIBUTION PLAN
PLAN NO. 002
I. GENERAL INFORMATION
(a) Name of Employer: ___________________________
(b) Address and telephone number: _________________
_________________
_________________
(c) Employer identification number: _____________
(a) Name of principal contact: _______________
(b) Office to provide information to
Participants: _____________________
(a) Name of Plan: ____________________
(b) Plan number: _____________________
(c) Plan Year ends: ___________________
(d) Employer's fiscal year ends: _______________
Employer [ ] maintains [ ] does not maintain a tax-sheltered annuity
program under which Employees are required, as a condition of employment or
under a one-time election, to make pre-tax contributions.
II. ADOPTION
The Employer hereby:
(a) adopts a discretionary contribution plan in the form of the Fidelity
Investments 401(a) Prototype Plan.
(b) amends, restates and continues its existing qualified defined
contribution plan(s) in the form of the Fidelity Investments 401(a)
Prototype Plan, effective as of ______________, and transfers all qualified
plan funds to the Plan.
Note: If you maintain another qualified defined contribution plan you may
transfer funds from the other plan to the Plan, regardless of whether you
have checked (a) or (b) above. If all funds from the other qualified plan
are transferred, the other plan will be considered amended and restated in
the form of the Plan.
III. COVERAGE
All Employees of the Employer who meet the conditions specified below will
be covered by the Plan.
1. Service requirements -
(a) date of employment
(b) six months of service
(c) one Year of Service for Participation
Note: If you wish to check the following box, the following three rules
will apply: (1) you may not offer 401(k) Election Contributions, (2) you
must elect 100% immediate vesting under XI.1.(a) and XII.1.(a) below, and
(3) you may not elect age 26 under III.3.(c) below.
(d) two Years of Service for Participation
2. Hours of Service - (complete only if 1 or 2 Years of Service for
Participation is required for coverage)
To be credited with a Year of Service,
(a) 1,000 or more Hours of Service are required
(b) 500 or more Hours of Service are required
(c) no Hours of Service are required
(d) __ (specify Hours of Service required,
must be less than 1,000)
3. Age requirements -
(a) no age requirement
(b) attain age 21
Note: If you wish to check the following box, you must be a tax-exempt
educational institution, and you may not elect two Years of Service for
Participation as the eligibility requirement under III.1.(d) above.
(c) attain age 26
4. Employees covered by a collective bargaining agreement are:
(a) included
(b) excluded
IV. DISCRETIONARY EMPLOYER CONTRIBUTIONS
1. The Employer may, in its discretion, elect to contribute each year:
(a) a uniform % of Compensation to be determined each year
(b) __% of each Participant's Compensation
(c) __% of each Participant's Compensation up to the Integration Level,
plus __% of each Participant's Compensation in excess of the Integration
Level
Note: If the Plan becomes top-heavy, the contribution formula may be
increased to three percent (3%) of Compensation for non-key employees in
accordance with the top-heavy provisions of Article 10 of the Plan.
2. If IV.1.(c) is selected, the Integration Level is:
(a) the Social Security Taxable Wage Base
(b) 80% of the Social Security Taxable Wage Base
(c) 50% of the Social Security Taxable Wage Base
3. The Compensation to be used to determine contributions is:
Note: You may elect (a) only if you have not elected an integrated
contribution formula under IV.1.(c) above.
(a) basic compensation - no overtime, bonus, etc.
(b) W-2 Compensation
4. Compensation under 3 above is Compensation paid during:
(a) the Plan Year
(b) the fiscal (or taxable) year ending with or within the Plan Year
Compensation described under 3 above (selection of (a) or (b) must be
consistent and uniform for all qualified plans of the Employer):
(a) includes salary reduction contributions
(b) excludes salary reduction contributions
Discretionary Contributions on behalf of disabled employees:
(a) will be made
(b) will not be made
Note: Contributions under (a) may be made only for nonhighly compensated
employees, will be based on the rate of Compensation immediately prior to
disability and will be nonforfeitable when made.
Discretionary Contributions will be remitted to Fidelity:
(a) monthly
(b) quarterly
(c) semi-annually
(d) annually
(e) other _______________________________________
(specify period, may not be less frequent than annually)
Discretionary Contributions will be allocated to each Participant:
(a) who is an active Employee at any time during the Plan Year
(b) who is an active Employee as of the last day of the Plan Year
V. 401(K) ELECTIVE CONTRIBUTIONS
1. 401(k) Elective Contributions under the Plan:
(a) are permitted
(b) are not permitted
Note: The amount of 401(k) Elective Contributions for an Employee will be
determined under the Contribution Agreement between the Employee and the
Employer.
2. If permitted, the maximum amount of Elective Contributions for a given
period, in addition to any limits imposed by the Code, will be ___% of
Compensation. The percentage limit will based upon Compensation for each:
(a) pay period
(b) Plan Year
3. 401(k) Elective Contributions will be remitted to Fidelity:
(a) at the end of each pay period
(b) monthly
(c) quarterly
VI. EMPLOYEE CONTRIBUTIONS
1. Employee (after-tax) Contributions under the Plan:
(a) are permitted
(b) are not permitted
(c) are no longer permitted; however, accounts reflecting prior
Participant After-Tax Contributions will continue to be maintained
1. If permitted, the maximum amount of Employee Contributions for a given
period, in addition to any limits imposed by the Code, will be ___% of
Compensation. The percentage limit will based upon Compensation for each:
(a) pay period
(b) Plan Year
2. Employee Contributions will be remitted to Fidelity:
(a) at the end of each pay period
(b) monthly
(c) quarterly
VII. EMPLOYER MATCHING CONTRIBUTIONS
1. Employer Matching Contributions under the Plan:
(a) are permitted
(b) are not permitted
2. Matching Contributions will be based upon:
(a) the Elective Contributions made under this Plan
or
(b) the Employee (after-tax) Contributions made under this Plan
or
(c) the salary reduction contributions made under a 403(b) arrangement
maintained by the Employer

3. The amount of Employer Matching Contributions for an Employee will be
determined as follows:
(a) ___% of the contributions which do not exceed ___% of Compensation
or
(b) ___% of the contributions which do not exceed the first ___% of
Compensation, plus ___% of the contributions which do not exceed the next
___% of Compensation, plus ___% of the contributions which do not exceed
the next ___% of Compensation
or
(c) ___ (specify other matching formula):
______________________________________________
______________________________________________
4. Matching Contributions will be determined based on the contributions
made for each (check one):
(a) ___ pay period
(b) ___ Plan Year
(c) ___ other period (specify: _____________________
____________________________________________)
5. Matching Contributions will be remitted to Fidelity:
(a) monthly
(b) quarterly
(c) semi-annually
(d) annually
(e) other ________________________________
(specify period, may not be less frequent than annually)
VIII. QUALIFIED NON-ELECTIVE CONTRIBUTIONS
1. Qualified Non-Elective Contributions under the Plan:
(a) are permitted
(b) are not permitted
IX. ROLLOVER CONTRIBUTIONS
1. Rollover Contributions under the Plan:
(a) are permitted
(b) are not permitted
X. NORMAL RETIREMENT AGE
1. The Normal Retirement Age under the Plan is:
(a) age 65
(b) age __ (specify between 55 and 64)
XI. VESTED PERCENTAGE OF CONTRIBUTIONS
1. Participants' vested percentage of their Discretionary Contribution
Account upon termination prior to Normal Retirement Age:
(a) N/A - No Discretionary Contributions
(b) 100% immediate
(c) 100% after __ complete Years of Service for Vesting (not more than 5)
(d) a percentage determined in accordance with the following schedule:
___% after 1 Year of Service for Vesting
___% after 2 Years of Service for Vesting
___% (not less than 20%) after 3 Years of Service for
Vesting
___% (not less than 40%) after 4 Years of Service for
Vesting
___% (not less than 60%) after 5 Years of Service for
Vesting
___% (not less than 80%) after 6 Years of Service for
Vesting
___% (not less than 100%) after 7 Years of Service for
Vesting
Note: If the Plan becomes top-heavy, the vested percentage under the Plan
for each Employee who is not already 100% vested will automatically become
100% after 3 Years of Service for Vesting.
2. Participants' vested percentage of their Matching Contribution Account
upon termination prior to Normal Retirement Age:
(a) N/A - No Matching Contributions
(b) 100% immediate
(c) 100% after __ complete Years of Service for Vesting (not more than 5)
(d) a percentage determined in accordance with the following schedule:
___% after 1 Year of Service for Vesting
___% after 2 Years of Service for Vesting
___% (not less than 20%) after 3 Years of Service for Vesting
___% (not less than 40%) after 4 Years of Service for
Vesting
___% (not less than 60%) after 5 Years of Service for
Vesting

___% (not less than 80%) after 6 Years of Service for
Vesting
___% (not less than 100%) after 7 Years of Service for
Vesting
Note: If the Plan becomes top-heavy, the vested percentage under the Plan
for each Employee who is not already 100% vested will automatically become
100% after 3 Years of Service for Vesting.
3. To be credited with a Year of Service for Vesting:
(a) 12 months of service are required (elapsed time method)
(b) 1,000 Hours of Service are required (hour of service method)
XII. EMPLOYEE CONTRIBUTION WITHDRAWALS
1. Withdrawals of Employee (after-tax) Contributions for any reason:
(b) are permitted once per year
(c) are not permitted
XIII. HARDSHIP WITHDRAWALS
1. Withdrawals for hardship prior to termination of employment:
(a) are permitted
(b) are not permitted
Note: Amounts attributable to integrated contributions made under IV.1.(c)
above or income earned by Elective Contributions after 1988 may not be
withdrawn for hardship reasons.
XIV. POST AGE 59 1/2 WITHDRAWALS
1. Withdrawals after age 59 1/2 prior to termination of employment:
(a) are permitted
(b) are not permitted
XV. DISTRIBUTIONS AND PAYMENTS
1. Distributions under the Plan may be paid as (check one or more boxes as
desired):
(a) lump sum
(b) under systematic withdrawal plan (installments)
(c) purchase of annuity contract
Note: Under the Plan, if a Participant's Account does not exceed $3,500
(and, if the Participant and (if applicable) his or her spouse consent, if
his or her Account does not exceed $10,000) distribution will be made in a
lump sum as soon as practicable following retirement or termination of
employment.
2. Distributions will begin following termination of employment or
retirement (check only one box):
(a) as soon as practicable
(b) at age 55
Note: You may not elect (c) unless you elected age 65 as the Normal
Retirement Age under VI.1.(a) above.
(c) at age 65
Note: Under the law, distributions following termination of employment or
retirement must start in any event within 60 days following the end of the
Plan Year in which the Participant attains Normal Retirement Age.
Distributions to active Employees must start no later than April 1
following the year in which the Participant attains age 70 1/2.

XVI. TWO OR MORE PLANS - LIMITATIONS ON CONTRIBUTIONS OR BENEFITS
1. If the Employer maintains, or maintained, any other defined contribution
plan or plans, which are not Master or Prototype Plans, or any welfare
benefit fund (as defined in section 419(e) of the Code) or any individual
medical account (as defined in section 415(l)(2) of the Code) with respect
to Participants in this Plan, Annual Additions for any Limitation Year to
this Plan:
(a) will be limited in accordance with Section 6.3 of this Plan
(b) other method for limiting contributions (attach separate sheet)
2. If the Employer maintains, or maintained, a defined benefit plan or
plans, the sum of the Defined Contribution Fraction and Defined Benefit
Fraction for a Limitation Year may not exceed the limitation specified in
section 415(e), modified by section 416(h)(1) of the Code. This combined
plan limit will be met as follows:
(a) Annual Additions to this Plan are limited so that the sum of the
Defined Contribution Fraction and the Defined Benefit Fraction does not
exceed 1.0
(b) other method of limiting Annual Additions or reducing projected annual
benefits (attach separate sheet)
XVII. TOP-HEAVY PROVISIONS
1. If the Plan becomes a Top-Heavy Plan, minimum contributions:
(a) will be provided in accordance with Article 10 of this Plan
(b) other method of providing minimum contributions (attach separate
sheet)
Note: If the Plan becomes top-heavy, additional minimum contributions are
required under the Plan on behalf of certain Participants who are also
participants in a defined benefit plan maintained by the Employer.
2. If Participants in this Plan are covered under a defined benefit plan or
plans of the Employer, for purposes of establishing present value to
compute the Top-Heavy Ratio (as defined in Section 10.2 of the Plan),
benefits under
such plan or plans shall be discounted only for mortality and interest
based on the following:
Interest Rate ___% Mortality Table ____
XVIII. ESTABLISHMENT OF TRUST/INVESTMENTS
The Employer hereby establishes a Trust under the Plan in the form of the
Fidelity Investments 401(a) Trust Agreement; and the trustee indicated
below hereby agrees to act as Trustee. Under the Plan, Participants'
Accounts will be invested in accordance with Participant directions from
among Fidelity funds and other Eligible Investments selected by Employer.
XIX. PLAN SPONSOR
The Sponsor of the Fidelity Investments 401(a) Prototype Plan is Fidelity
Management and Research Company, 82 Devonshire Street, Boston,
Massachusetts 02109, 1-800-343-0860. Fidelity Management and Research
Company will inform the Employer of any amendments to the Plan made by the
Sponsor or of the discontinuance of the Plan.
XX. RELIANCE ON OPINION LETTER
The Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Internal Revenue Code. In order to
obtain reliance with respect to Plan qualification, the Employer must apply
to the appropriate Key District Office for a determination letter.
This Adoption Agreement may be used only in conjunction with Fidelity
Investments 401(a) Prototype Plan Basic Plan Document No. 03. Please
complete this Adoption Agreement carefully. Failure to properly fill out
the Adoption Agreement could result in disqualification of the Plan.
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this __ day of ________, 19__.
______________________________
Employer
By: _________________________

Accepted and Consented to
by the Trustee
By: _____________________ Date: _______________________
Trustee's Address:
Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109

THE FIDELITY INVESTMENTS 401(A) PROTOTYPE PLAN
ADOPTION AGREEMENT
NONSTANDARDIZED DISCRETIONARY CONTRIBUTION PLAN
PLAN NO. 003

ADOPTION AGREEMENT
NONSTANDARDIZED DISCRETIONARY CONTRIBUTION PLAN
PLAN NO. 003
I. GENERAL INFORMATION
(a) Name of Employer: ___________________________
(b) Address and telephone number: _________________
_________________
_________________
(c) Employer identification number: _____________
(a) Name of principal contact: _______________
(b) Office to provide information to
Participants: _____________________
(a) Name of Plan: ____________________
(b) Plan number: _____________________
(c) Plan Year ends: ___________________
(d) Employer's fiscal year ends: _______________
Employer [ ] maintains [ ] does not maintain a tax-sheltered annuity
program under which Employees are required, as a condition of employment or
under a one-time election, to make pre-tax contributions.
II. ADOPTION
The Employer hereby:
(a) adopts a discretionary contribution plan in the form of the Fidelity
Investments 401(a) Prototype Plan.
(b) amends, restates and continues its existing qualified defined
contribution plan(s) in the form of the Fidelity Investments 401(a)
Prototype Plan, effective as of ______________, and transfers all qualified
plan funds to the Plan.
Note: If you maintain another qualified defined contribution plan you may
transfer funds from the other plan to the Plan, regardless of whether you
have checked (a) or (b) above. If all funds from the other qualified plan
are transferred, the other plan will be considered amended and restated in
the form of the Plan.
III. COVERAGE
All Employees of the Employer who meet the conditions specified below will
be covered by the Plan.
1. Service requirements -
(a) date of employment
(b) six months of service
(c) one Year of Service for Participation
Note: If you wish to check the following box, the following three rules
will apply: (1) you may not offer 401(k) Election Contributions, (2) you
must elect 100% immediate vesting under XI.1.(a) and XII.1.(a) below, and
(3) you may not elect age 26 under III.3.(c) below.
(d) two Years of Service for Participation
2. Hours of Service - (complete only if 1 or 2 Years of Service for
Participation is required for coverage)
To be credited with a Year of Service,
(a) 1,000 or more Hours of Service are required
(b) 500 or more Hours of Service are required
(c) no Hours of Service are required
(d) __ (specify Hours of Service required,
must be less than 1,000)
3. Age requirements -
(a) no age requirement
(b) attain age 21
Note: If you wish to check the following box, you must be a tax-exempt
educational institution, and you may not elect two Years of Service for
Participation as the eligibility requirement under III.1.(d) above.
(c) attain age 26
4. Employees covered by a collective bargaining agreement are:
(a) included
(b) excluded
IV. DISCRETIONARY EMPLOYER CONTRIBUTIONS
1. The Employer may, in its discretion, elect to contribute each year:
(a) a uniform % of Compensation to be determined each year
(b) __% of each Participant's Compensation
(c) __% of each Participant's Compensation up to the Integration Level,
plus __% of each Participant's Compensation in excess of the Integration
Level
Note: If the Plan becomes top-heavy, the contribution formula may be
increased to three percent (3%) of Compensation for non-key employees in
accordance with the top-heavy provisions of Article 10 of the Plan.
2. If IV.1.(c) is selected, the Integration Level is:
(a) the Social Security Taxable Wage Base
(b) 80% of the Social Security Taxable Wage Base
(c) 50% of the Social Security Taxable Wage Base
3. The Compensation to be used to determine contributions is:
Note: You may elect (a) only if you have not elected an integrated
contribution formula under IV.1.(c) above.
(a) basic compensation - no overtime, bonus, etc.
(b) W-2 Compensation
4. Compensation under 3 above is Compensation paid during:
(a) the Plan Year
(b) the fiscal (or taxable) year ending with or within the Plan Year
5. Compensation described under 3 above (selection of (a) or (b) must be
consistent and uniform for all qualified plans of the Employer):
(a) includes salary reduction contributions
(b) excludes salary reduction contributions
6. Discretionary Contributions on behalf of disabled employees:
(a) will be made
(b) will not be made
Note: Contributions under (a) may be made only for nonhighly compensated
employees, will be based on the rate of Compensation immediately prior to
disability and will be nonforfeitable when made.
7. Discretionary Contributions will be remitted to Fidelity:
(a) monthly
(b) quarterly
(c) semi-annually
(d) annually
(e) other _______________________________________
(specify period, may not be less frequent than annually)
8. Discretionary Contributions will be allocated to each Participant:
(a) who is an active Employee at any time during the Plan Year
(b) who is an active Employee as of the last day of the Plan Year
V. 401(K) ELECTIVE CONTRIBUTIONS
1. 401(k) Elective Contributions under the Plan:
(a) are permitted
(b) are not permitted
Note: The amount of 401(k) Elective Contributions for an Employee will be
determined under the Contribution Agreement between the Employee and the
Employer.
2. If permitted, the maximum amount of Elective Contributions for a given
period, in addition to any limits imposed by the Code, will be ___% of
Compensation. The percentage limit will based upon Compensation for each:
(a) pay period
(b) Plan Year
3. 401(k) Elective Contributions will be remitted to Fidelity:
(a) at the end of each pay period
(b) monthly
(c) quarterly
VI. EMPLOYEE CONTRIBUTIONS
1. Employee (after-tax) Contributions under the Plan:
(a) are permitted
(b) are not permitted
(c) are no longer permitted; however, accounts reflecting prior
Participant After-Tax Contributions will continue to be maintained
2. If permitted, the maximum amount of Employee Contributions for a given
period, in addition to any limits imposed by the Code, will be ___% of
Compensation. The percentage limit will based upon Compensation for each:
(a) pay period
(b) Plan Year
3. Employee Contributions will be remitted to Fidelity:
(a) at the end of each pay period
(b) monthly
(c) quarterly
VII. EMPLOYER MATCHING CONTRIBUTIONS
1. Employer Matching Contributions under the Plan:
(a) are permitted
(b) are not permitted
2. Matching Contributions will be based upon:
(a) the Elective Contributions made under this Plan
or
(b) the Employee (after-tax) Contributions made under this Plan
or
(c) the salary reduction contributions made under a 403(b) arrangement
maintained by the Employer
3. The amount of Employer Matching Contributions for an Employee will be
determined as follows:
(a) ___% of the contributions which do not exceed ___% of Compensation
or
(b) ___% of the contributions which do not exceed the first ___% of
Compensation, plus ___% of the contributions which do not exceed the next
___% of Compensation, plus ___% of the contributions which do not exceed
the next ___% of Compensation
or
(c) ___ (specify other matching formula):
________________________________________________
________________________________________________
4. Matching Contributions will be determined based on the contributions
made for each (check one):
(a) ___ pay period
(b) ___ Plan Year
(c) ___ other period (specify: _____________________
_____________________________________________)
Matching Contributions will be remitted to Fidelity:
(a) monthly
(b) quarterly
(c) semi-annually
(d) annually

(e) other ________________________________
(specify period, may not be less frequent than annually)
VIII. QUALIFIED NON-ELECTIVE CONTRIBUTIONS
1. Qualified Non-Elective Contributions under the Plan:
(a) are permitted
(b) are not permitted
IX. ROLLOVER CONTRIBUTIONS
1. Rollover Contributions under the Plan:
(a) are permitted
(b) are not permitted
X. NORMAL RETIREMENT AGE
1. The Normal Retirement Age under the Plan is:
(a) age 65
(b) age __ (specify between 55 and 64)
XI. VESTED PERCENTAGE OF CONTRIBUTIONS
1. Participants' vested percentage of their Discretionary Contribution
Account upon termination prior to Normal Retirement Age:
(a) N/A - No Discretionary Contributions
(b) 100% immediate
(c) 100% after __ complete Years of Service for Vesting (not more than 5)
(d) a percentage determined in accordance with the following schedule:

___% after 1 Year of Service for Vesting
___% after 2 Years of Service for Vesting
___% (not less than 20%) after 3 Years of Service for
Vesting
___% (not less than 40%) after 4 Years of Service for
Vesting
___% (not less than 60%) after 5 Years of Service for
Vesting
___% (not less than 80%) after 6 Years of Service for
Vesting
___% (not less than 100%) after 7 Years of Service for
Vesting
Note: If the Plan becomes top-heavy, the vested percentage under the Plan
for each Employee who is not already 100% vested will automatically become
100% after 3 Years of Service for Vesting.
2. Participants' vested percentage of their Matching Contribution Account
upon termination prior to Normal Retirement Age:
(a) N/A - No Matching Contributions
(b) 100% immediate
(c) 100% after __ complete Years of Service for Vesting (not more than 5)
(d) a percentage determined in accordance with the following schedule:
___% after 1 Year of Service for Vesting
___% after 2 Years of Service for Vesting
___% (not less than 20%) after 3 Years of Service for
Vesting
___% (not less than 40%) after 4 Years of Service for
Vesting

___% (not less than 60%) after 5 Years of Service for
Vesting
___% (not less than 80%) after 6 Years of Service for
Vesting
___% (not less than 100%) after 7 Years of Service for
Vesting
Note: If the Plan becomes top-heavy, the vested percentage under the Plan
for each Employee who is not already 100% vested will automatically become
100% after 3 Years of Service for Vesting.
3. To be credited with a Year of Service for Vesting:
(a) 12 months of service are required (elapsed time method)
(b) 1,000 Hours of Service are required (hour of service method)
XII. EMPLOYEE CONTRIBUTION WITHDRAWALS
Withdrawals of Employee (after-tax) Contributions for any reason:
(a) are permitted once per year
(b) are not permitted
XIII. HARDSHIP WITHDRAWALS
1. Withdrawals for hardship prior to termination of employment:
1. are permitted
2. are not permitted
Note: Amounts attributable to integrated contributions made under IV.1.(c)
above or income earned by Elective Contributions after 1988 may not be
withdrawn for hardship reasons.
XIV. POST AGE 59 1/2 WITHDRAWALS
1. Withdrawals after age 59 1/2 prior to termination of employment:
(a) are permitted
(b) are not permitted

XV. LOANS
1. Loans to a Participant from his or her Account:
(a) are permitted
(b) are not permitted
XVI. DISTRIBUTIONS AND PAYMENTS
1. Distributions under the Plan may be paid as (check one or more boxes as
desired):
(a) lump sum
(b) under systematic withdrawal plan (installments)
(c) purchase of annuity contract
Note: Under the Plan, if a Participant's Account does not exceed $3,500
(and, if the Participant and (if applicable) his or her spouse consent, if
his or her Account does not exceed $10,000) distribution will be made in a
lump sum as soon as practicable following retirement or termination of
employment.
2. Distributions will begin following termination of employment or
retirement (check only one box):
(a) as soon as practicable
(b) at age 55
Note: You may not elect (c) unless you elected age 65 as the Normal
Retirement Age under VI.1.(a) above.
(c) at age 65
Note: Under the law, distributions following termination of employment or
retirement must start in any event within 60 days following the end of the
Plan Year in which the Participant attains Normal Retirement Age.
Distributions to active Employees must start no later than April 1
following the year in which the Participant attains age 70 1/2.
XVII. TWO OR MORE PLANS - LIMITATIONS ON CONTRIBUTIONS OR BENEFITS
1. If the Employer maintains, or maintained, any other defined contribution
plan or plans, which are not Master or Prototype Plans, or any welfare
benefit fund (as defined in section 419(e) of the Code) or any individual
medical account (as defined in section 415(l)(2) of the Code) with respect
to Participants in this Plan, Annual Additions for any Limitation Year to
this Plan:
(a) will be limited in accordance with Section 6.3 of this Plan
(b) other method for limiting contributions (attach separate sheet)
2. If the Employer maintains, or maintained, a defined benefit plan or
plans, the sum of the Defined Contribution Fraction and Defined Benefit
Fraction for a Limitation Year may not exceed the limitation specified in
section 415(e), modified by section 416(h)(1) of the Code. This combined
plan limit will be met as follows:
(a) Annual Additions to this Plan are limited so that the sum of the
Defined Contribution Fraction and the Defined Benefit Fraction does not
exceed 1.0
(b) other method of limiting Annual Additions or reducing projected annual
benefits (attach separate sheet)
XVIII. TOP-HEAVY PROVISIONS
1. If the Plan becomes a Top-Heavy Plan, minimum contributions:
(a) will be provided in accordance with Article 10 of this Plan
(b) other method of providing minimum contributions (attach separate
sheet)
Note: If the Plan becomes top-heavy, additional minimum contributions are
required under the Plan on behalf of certain Participants who are also
participants in a defined benefit plan maintained by the Employer.
2. If Participants in this Plan are covered under a defined benefit plan or
plans of the Employer, for purposes of establishing present value to
compute the Top-Heavy Ratio (as defined in Section 10.2 of the Plan),
benefits under
such plan or plans shall be discounted only for mortality and interest
based on the following:
Interest Rate ___% Mortality Table ____
XIX. ESTABLISHMENT OF TRUST/INVESTMENTS
The Employer hereby establishes a Trust under the Plan in the form of the
Fidelity Investments 401(a) Trust Agreement; and the trustee indicated
below hereby agrees to act as Trustee. Under the Plan, Participants'
Accounts will be invested in accordance with Participant directions from
among Fidelity funds and other Eligible Investments selected by Employer.
XX. PLAN SPONSOR
The Sponsor of the Fidelity Investments 401(a) Prototype Plan is Fidelity
Management and Research Company, 82 Devonshire Street, Boston,
Massachusetts 02109, 1-800-343-0860. Fidelity Management and Research
Company will inform the Employer of any amendments to the Plan made by the
Sponsor or of the discontinuance of the Plan.
XXI. RELIANCE ON OPINION LETTER
The Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Internal Revenue Code. In order to
obtain reliance with respect to Plan qualification, the Employer must apply
to the appropriate Key District Office for a determination letter.
This Adoption Agreement may be used only in conjunction with Fidelity
Investments 401(a) Prototype Plan Basic Plan Document No. 03. Please
complete this Adoption Agreement carefully. Failure to properly fill out
the Adoption Agreement could result in disqualification of the Plan.
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this __ day of ________, 19__.
______________________________
Employer
By: ___________________________
Accepted and Consented to
by the Trustee
By: _____________________ Date: _______________________
Trustee's Address:
Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109

Exhibit 14(o)
THE INSTITUTIONAL PROTOTYPE PLAN
FIDELITY BASIC PLAN DOCUMENT NO. 08
11/28/94 DRAFT
THE INSTITUTIONAL PROTOTYPE PLAN
ARTICLE 1
ADOPTION AGREEMENT
ARTICLE 2
DEFINITIONS
ARTICLE 3
PARTICIPATION
3.01 - DATE OF PARTICIPATION
3.02 - REEMPLOYMENT OR RETURN TO ELIGIBLE CLASS OF PARTICIPANTS
3.03 - PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED BUSINESSES
ARTICLE 4
CONTRIBUTIONS
4.01 - DEFERRAL CONTRIBUTIONS
4.02 - ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS
4.03 - MATCHING CONTRIBUTIONS
4.04 - LIMIT ON MATCHING CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS
4.05 - SPECIAL RULES
4.06 - FIXED OR DISCRETIONARY EMPLOYER CONTRIBUTIONS
4.07 - TIME OF MAKING EMPLOYER CONTRIBUTIONS
4.08 - RETURN OF EMPLOYER CONTRIBUTIONS
4.09 - EMPLOYEE CONTRIBUTIONS
4.10 - ROLLOVER CONTRIBUTIONS
ARTICLE 5
PARTICIPANTS' ACCOUNTS
5.01 - INDIVIDUAL ACCOUNTS
5.02 - VALUATION OF ACCOUNTS
5.03 - CODE SECTION 415 LIMITATIONS
ARTICLE 6
INVESTMENT OF CONTRIBUTIONS
6.01 - MANNER OF INVESTMENT
6.02 - INVESTMENT DECISIONS
6.03 - DIRECTION TO TRUSTEE
6.04 - TRUSTEE INVESTMENT ADVICE
ARTICLE 7
RIGHT TO BENEFITS
7.01 - NORMAL OR EARLY RETIREMENT
7.02 - LATE RETIREMENT
7.03 - DISABILITY RETIREMENT
7.04 - DEATH
7.05 - OTHER TERMINATION OF EMPLOYMENT
7.06 - SEPARATE ACCOUNT
7.07 - FORFEITURES
7.08 - ADJUSTMENT FOR INVESTMENT EXPERIENCE
7.09 - PARTICIPANT LOANS
7.10 - HARDSHIP DISTRIBUTIONS
7.11 - IN-SERVICE DISTRIBUTION RULES
ARTICLE 8
DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE
8.01 - DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES
8.02 - ANNUITY DISTRIBUTIONS
8.03 - JOINT AND SURVIVOR ANNUITIES
8.04 - INSTALLMENT DISTRIBUTIONS
8.05 - IMMEDIATE DISTRIBUTIONS
8.06 - DETERMINATION OF METHOD OF DISTRIBUTION
8.07 - NOTICE TO TRUSTEE
8.08 - TIME OF DISTRIBUTION
8.09 - WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES
ARTICLE 9
TOP-HEAVY PROVISIONS
9.01 - APPLICATION
9.02 - DEFINITIONS
9.03 - MINIMUM CONTRIBUTION
9.04 - ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS
ARTICLE 10
AMENDMENT AND TERMINATION
10.01 - AMENDMENT BY EMPLOYER
10.02 - AMENDMENT BY FIDELITY
10.03 - AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS
10.04 - RETROACTIVE AMENDMENTS
10.05 - TERMINATION
10.06 - DISTRIBUTION UPON TERMINATION OF THE PLAN
10.07 - MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS
ARTICLE 11
AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS TO OR
FROM OTHER QUALIFIED PLANS
11.01 - AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN
11.02 - TRANSFER OF FUNDS FROM AN EXISTING PLAN
11.03 - ACCEPTANCE OF ASSETS BY TRUSTEE
11.04 - TRANSFER OF ASSETS FROM TRUST
ARTICLE 12
MISCELLANEOUS
12.01 - COMMUNICATION TO PARTICIPANTS
12.02 - LIMITATION OF RIGHTS
12.03 - NONALIENABILITY OF BENEFITS
12.04 - FACILITY OF PAYMENT
12.05 - INFORMATION BETWEEN EMPLOYER AND TRUSTEE
12.06 - EFFECT OF FAILURE TO QUALIFY UNDER CODE
12.07 - NOTICES
12.08 - GOVERNING LAW
ARTICLE 13
PLAN ADMINISTRATION
13.01 - POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR
13.02 - NONDISCRIMINATORY EXERCISE OF AUTHORITY
13.03 - CLAIMS AND REVIEW PROCEDURES
13.04 - NAMED FIDUCIARY
13.05 - COSTS OF ADMINISTRATION
ARTICLE 14
TRUST AGREEMENT
14.01 - ACCEPTANCE OF TRUST RESPONSIBILITIES
14.02 - ESTABLISHMENT OF TRUST FUND
14.03 - EXCLUSIVE BENEFIT
14.04 - POWERS OF TRUSTEE
14.05 - ACCOUNTS
14.06 - APPROVING OF ACCOUNTS
14.07 - DISTRIBUTION FROM TRUST FUND
14.08 - TRANSFER OF AMOUNTS FROM QUALIFIED PLAN
14.09 - TRANSFER OF ASSETS FROM TRUST
14.10 - VOTING; DELIVERY OF INFORMATION
14.11 - COMPENSATION AND EXPENSES OF TRUSTEE
14.12 - RELIANCE BY TRUSTEE ON OTHER PERSONS
14.13 - TRUSTEE'S RESPONSIBILITIES AND INDEMNIFICATION
14.14 - CONSULTATION BY TRUSTEE WITH COUNSEL
14.15 - PERSONS DEALING WITH THE TRUSTEE
14.16 - RESIGNATION OR REMOVAL OF TRUSTEE
14.17 - FISCAL YEAR OF THE TRUST
14.18 - DISCHARGE OF DUTIES BY FIDUCIARIES
14.19 - AMENDMENT
14.20 - PLAN TERMINATION
14.21 - PERMITTED REVERSION OF FUNDS TO EMPLOYER
14.22 - GOVERNING LAW
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 Trust for
the purpose of recording contributions made on behalf of a Participant and
any income, expenses, gains or losses incurred thereon.
(2) "Administrator" means the Employer, or other person designated by the
Employer in the Adoption Agreement.
(3) "Adoption Agreement" means Article 1 under which the Employer
establishes and adopts, or amends, the Plan and Trust and designates the
optional provisions selected by the Employer, and the Trustee accepts its
responsibilities under Article 14. The provisions of the Adoption
Agreement shall be an integral part of the Plan.
(4) "Annuity Starting Date" means the first day of the first period for
which an amount is payable as an annuity or in any other form.
(5) "Beneficiary" means the person or persons (within the meaning of Code
Section 7701(a)(1)) entitled under Section 7.04 to receive benefits under
the Plan upon the death of a Participant, provided that for purposes of
Section 7.04 such term shall be applied in accordance with Section
401(a)(9) of the Code and the regulations thereunder.
(6) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(7) "Compensation" shall mean compensation as that term is defined in
Section 5.03(e)(2) of the Plan. Compensation shall include only that
compensation which is actually paid to the Participant as an Employee
during the Plan Year or, for purposes of Article 4 if so elected by the
Employer in Section 1.04(e), during that portion of the Plan Year during
which the Employee is eligible to participate; however, for purposes of
Section 5.03, Compensation shall include that compensation which is
actually paid or made available during the Limitation Year. In addition,
except for purposes of Section 5.03 (relating to Code Section 415
limitations) or Article 9 (relating to top-heavy plans), the term
"Compensation" shall include amounts that are not includible in the gross
income of a Participant under a salary reduction agreement by reason of the
application of Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
In the case of any Self-Employed Individual, Compensation shall include
the Individual's Earned Income.
The annual Compensation of each Participant taken into account under the
Plan shall not exceed the limit on Compensation under Code Section
401(a)(17), which is: (i) $200,000 for any year beginning after December
31, 1988 but before January 1, 1994, as adjusted by the Secretary at the
same time and in the same manner as under Section 415(d) of the Code, and
(ii) $150,000 for any year beginning after December 31, 1993, as adjusted
in accordance with Code Section 401(a)(17)(B). If a plan determines
Compensation on a period of time that contains fewer than 12 calendar
months, the annual Compensation limit is an amount equal to the annual
Compensation limit for the calendar year in which the Compensation period
begins multiplied by the ratio obtained by dividing the number of full
months in the period by 12.
If Compensation for any prior Plan Year is taken into account in
determining an Employee's contributions or benefits for the current year,
the Compensation for such prior year is subject to the applicable annual
Compensation limit in effect for that prior year. For this purpose, for
periods beginning before the first day of the first Plan Year beginning on
or after January 1, 1994, such limit shall be $150,000.
In determining the Compensation of a Participant for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply, except
that in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year. If the annual
Compensation limitation is exceeded as a result of the application of these
rules, then the limitation shall be prorated among the affected individuals
in proportion to each such individual's Compensation as determined under
this Section prior to the application of this limitation.
(8) "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-producing 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 to the taxpayer 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.
(9) "Eligibility Computation Period" means each 12-consecutive month
period beginning with the Employment Commencement Date and each anniversary
thereof.
(10) "Employee" means any individual employed by the Employer. For
purposes of the Plan, an individual shall be considered to become an
Employee on the date on which he first completes an Hour of Service and he
shall be considered to have ceased to be an Employee on the date on which
he last completes an Hour of Service. The term also includes a Leased
Employee, such that contributions or benefits provided by the leasing
organization which are attributable to services performed for the Employer
shall be treated as provided by the Employer. Notwithstanding the above, a
Leased Employee shall not be considered an Employee if Leased Employees do
not constitute more than 20 percent of the Employer's non-highly
compensated work force (taking into account all Related Employers) and the
Leased Employee is covered by a money purchase pension plan maintained by
the leasing organization which plan provides (i) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as defined for
purposes of Section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are excludible
from gross income under Section 125, Section 402(e)(3), Section
402(h)(1)(B) or Section 403(b) of the Code, (ii) full and immediate
vesting, and (iii) immediate participation by each employee of the leasing
organization.
(11) "Employer" means the employer named in the Section 1.02(a), and any
Related Employers designated by Section 1.02(b).
(12) "Employment Commencement Date" means the date on which the Employee
first performs an Hour of Service.
(13) "ERISA" means the Employee Retirement Income Security Act of 1974,
as from time to time amended.
(14) "Fidelity" means Fidelity Management and Research Company, or its
successor, which is the mass submitter of this institutional prototype
plan.
(15) "Fidelity Fund" means any Registered Investment Company for which
Fidelity Management and Research Company serves as investment adviser
[OPTIONAL: , and the Managed Income Portfolio I of the Fidelity Group
Trust for Employee Benefit Plans or any other group trust for which
Fidelity or an affiliate serves as investment manager or discretionary
trustee and that has been made available as an investment under this Plan].
(16) "Fund Share" means the share, unit, or other evidence of ownership
in a Fidelity Fund, [OPTIONAL: or] in any other Registered Investment
Company [OPTIONAL: , or in a commingled fund for investment by qualified
plans maintained by a bank or trust company (including the Trustee, if
applicable)].
(17) "Highly Compensated Employee" means both highly compensated active
Employees and highly compensated former Employees.
A highly compensated active Employee includes any Employee who performs
service for the Employer or a Related Employer during the determination
year and who, during the look-back year: (i) received compensation from
the Employer or Related Employer in excess of $75,000 (as adjusted pursuant
to Section 415(d) of the Code); (ii) received compensation from the
Employer or a Related Employer in excess of $50,000 (as adjusted pursuant
to Section 415(d) of the Code) and was a member of the top-paid group for
such year; or (iii) was an officer of the Employer or a Related Employer
and received compensation during such year that is greater than 50 percent
of the dollar limitation in effect under Section 415(b)(1)(A) of the Code.
The term highly compensated Employee also includes: (i) Employees who are
both described in the preceding sentence if the term "determination year"
is substituted for the term "look-back year" and the Employee is one of the
100 Employees who received the most compensation from the Employer or a
Related Employer during the determination year; and (ii) Employees who are
5 percent owners at any time during the look-back year or determination
year.
If no officer has reached or exceeded the compensation threshold of
(iii) above during either a determination year or look-back year, the
highest paid officer for such year shall be treated as a highly compensated
Employee.
For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.
A highly compensated former Employee includes any Employee who separated
from service (or was deemed to have separated) prior to the determination
year, performs no service for the Employer or a Related Employer during the
determination year, and was a highly compensated active Employee for either
the separation year or any determination year ending on or after the
Employee's 55th birthday.
If an Employee is, during a determination year or look-back year, a
family member of either a 5 percent owner who is an active or former
Employee or a highly compensated Employee who is one of the 10 most highly
compensated Employees ranked on the basis of compensation paid by the
Employer or a Related Employer during such year, then the family member and
the 5 percent owner or top-ten highly compensated Employee shall be
aggregated. In such case, the family member and 5 percent owner or top-ten
highly compensated Employee shall be treated as a single Employee receiving
compensation and plan contributions or benefits equal to the sum of such
compensation and contributions or benefits of the family member and 5
percent owner or top-ten highly compensated Employee. For purposes of this
Section, family member includes the spouse, lineal ascendants and
descendants of the Employee or former Employee and the spouses of such
lineal ascendants and descendants.
The determination of who is a highly compensated Employee, including the
determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers
and the compensation that is considered, will be made in accordance with
Section 414(q) of the Code and the regulations thereunder.
(18) "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
Eligibility 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 Eligibility 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 Eligibility 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 for the Eligibility Computation Period to which the award or
agreement for back pay pertains.
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.
(19) "Leased Employee" means any individual who provides services to the
Employer or a Related Employer (the "recipient") but is not otherwise an
employee of the recipient if (i) such services are provided pursuant to an
agreement between the recipient and any other person (the "leasing
organization"), (ii) such individual has performed services for the
recipient (or for the recipient and any related persons within the meaning
of Section 414(n)(6) of the Code) on a substantially full-time basis for at
least one year, and (iii) such services are of a type historically
performed by employees in the business field of the recipient.
(20) "Normal Retirement Age" means the normal retirement age specified in
Section 1.05(a) of the Adoption Agreement. If the Employer enforces a
mandatory retirement age, the Normal Retirement Age is the lesser of that
mandatory age or the age specified in Section 1.05(a).
(21) "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.
(22) "Participant" means any Employee who participates in the Plan in
accordance with Article 3 hereof.
(23) "Plan" means the plan established by the Employer in the form of the
prototype plan 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.
(24) "Plan Year" means the 12-consecutive month period designated by the
Employer in Section 1.01(f).
(25) "Registered Investment Company" means any one or more corporations,
partnerships or trusts registered under the Investment Company Act of 1940,
as amended.
(26) "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).
(27) "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.
(28) "Sponsoring Organization" means Fidelity [OPTIONAL: any entity that
has become a sponsoring organization of this Fidelity mass submitter
institutional prototype plan may substitute its name here for that of
Fidelity].
(29) "Trust" means the trust created by the Employer in accordance with
the provisions of Section 14.01.
(30) "Trust Agreement" means the agreement set forth in Article 14, under
which the assets of the Plan are held, administered, and managed by the
Trustee.
(31) "Trust Fund" means the property held in Trust by the Trustee for the
Accounts of the Participants and their Beneficiaries.
(32) "Trustee" means the person designated as such in the Adoption
Agreement.
(33) "Year of Service for Participation" means, with respect to any
Employee, an Eligibility Computation Period during which the Employee has
been credited with at least 1,000 Hours of Service. If the Plan maintained
by the Employer is the plan of a predecessor employer, an Employee's Years
of Service for Participation 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, to the extent provided by regulations, be treated
as service for the Employer.
(34) "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, subject to any exclusions elected by the Employer in
Section 1.06(c) or (d). An Employee will receive credit for the aggregate
of all time period(s) commencing with the Employee's first day of
employment or reemployment and ending on the date a break in service
begins, except to the extent any such period(s) are excluded under Section
1.06(c) or (d). The first day of employment or reemployment is the first
day the Employee performs an Hour of Service. 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 1.06(c).
(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. All eligible Employees who are in the service
of the Employer on the Effective Date will become Participants on the date
elected by the Employer in Section 1.03(b)(1). Any other Employee will
become a Participant in the Plan as of the first Entry Date coincident with
or immediately following the date on which he first satisfies the
eligibility requirements set forth in Section 1.03(a)(1), (a)(2) and
(a)(3).
If an Employee who was not a member of an eligible class of Employees
becomes a member of an eligible class, such Employee will become a
Participant immediately if such Employee has satisfied the age and service
requirements and would have otherwise previously become a Participant.
3.02. Reemployment or Return to Eligible Class of Participants. If a
Participant ceases to be an Employee and thereafter returns to the employ
of the Employer, he will be treated as follows:
(a) he will again become a Participant on the date on which he completes
an Hour of Service for the Employer following his reemployment; and
(b) any distribution which he is receiving under the Plan will continue to
be made to him in accordance with the provisions of the Plan.
If a Participant ceases to be a member of an eligible class of Employees
and becomes ineligible to participate, such Employee will participate again
immediately upon returning to an eligible class of Employees.
3.03. Participation by Owner-Employee; Controlled Businesses. If the Plan
provides contributions or benefits for one or more Owner-Employees who
control both the trade or business with respect to which the Plan is
established and one or more other trades or businesses, the Plan and any
plan established with respect to such other trades or businesses must, when
looked at as a single plan, satisfy Sections 401(a) and 401(d) of the Code
with respect to the employees of this and all such other trades or
businesses. If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses, the
employees of each such other trade or business must be included in a plan
which satisfies Sections 401(a) and 401(d) of the Code and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under the Plan.
If an individual is covered as an Owner-Employee under the plans of two or
more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trades or businesses which are controlled
must be as favorable as those provided for him under the most favorable
plan of the trade or business which is not controlled.
For purposes of this Section, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such Owner-Employees together, (i) own the entire
interest in an unincorporated trade or business, or (ii) in the case of a
partnership, own more than 50 percent of either the capital interest or the
profits interest in such partnership. For this purpose, an Owner-Employee,
or two or more Owner-Employees, shall be treated as owning any interest in
a partnership which is owned, directly or indirectly, by a partnership
controlled by such Owner-Employee or such Owner-Employees.
Article 4. Contributions.
4.01. Deferral Contributions.
(a) If and to the extent provided by the Employer in Section 1.04(a), each
Participant may elect at any time to execute a salary reduction agreement
with the Employer to reduce his Compensation by a specified percentage
equal to a whole number multiple of one (1) percent. Such agreement shall
become effective on the first day of the first payroll period for which the
Employer can reasonably process the request. The Employer shall make a
contribution (hereinafter "Deferral Contribution") on behalf of the
Participant corresponding to the amount of said reduction, subject to the
restrictions set forth below. Under no circumstances may a salary
reduction agreement be adopted retroactively.
(b) A Participant may elect at any time to change or discontinue the
percentage by which his Compensation is reduced by notice to the Employer.
Any such change or discontinuance shall be effective the first pay period
for which the Employer can reasonably process the request. After a
Participant's discontinuance of salary reduction, a Participant may execute
a new salary reduction agreement, but such new agreement shall not be
effective until the first day of the first payroll period for which the
Employer can reasonably process the request.
(c) No participant shall be permitted to have Deferral Contributions made
under this Plan, or any other qualified plan maintained by the Employer,
during the taxable year, in excess of the dollar limitation contained in
Section 402(g) of the Code in effect at the beginning of such taxable year.
A Participant may assign to this Plan any Excess Deferrals made during
the taxable year of the Participant by notifying the Administrator on or
before March 15 following the taxable year of the amount of the Excess
Deferrals to be assigned to the Plan. Notwithstanding any other provision
of the Plan, Excess Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 15 to any
Participant to whose account Excess Deferrals were so assigned for the
preceding year and who claims Excess Deferrals for such taxable year. A
Participant is deemed to notify the Plan Administrator of any Excess
Deferrals that arise by taking into account only those Elective Deferrals
made under the plan or plans of this Employer.
"Excess Deferrals" shall mean those Deferral Contributions that are
includible in a Participant's gross income under Section 402(g) of the Code
to the extent such Participant's Deferral Contributions for a taxable year
exceed the dollar limitation under such Code section. For purposes of
determining Excess Deferrals, the term "Deferral Contributions" shall
include the sum of all employer contributions made on behalf of such
Participant pursuant to an election to defer under any qualified CODA as
described in Section 401(k) of the Code, any simplified employee pension
cash or deferred arrangement as described in Section 402(h)(1)(B), any
eligible deferred compensation plan under Section 457, any plan as
described under Section 501(c)(18), and any employer contributions made on
the behalf of a participant for the purchase of an annuity contract under
Section 403(b) pursuant to a salary reduction agreement. Deferral
Contributions shall not include any deferrals properly distributed as
excess annual additions.
Excess Deferrals shall be treated as annual additions under the Plan,
unless such amounts are distributed no later than the first April 15
following the close of the Participant's taxable year.
Excess Deferrals shall be adjusted for any income or loss up to the date
of distribution. The income or loss allocable to Excess Deferrals is the
sum of income or loss allocable to the Participant's Deferral Contributions
account for the taxable year multiplied by a fraction, the numerator of
which is such Participant's Excess Deferrals for the year and the
denominator is the Participant's account balance attributable to Deferral
Contributions without regard to any income or loss occurring during such
taxable year. Income or loss allocable to the period between the end of
the Participant's taxable year and the date of distribution will be
disregarded in determining income or loss.
(d) In order for the Plan to comply with the requirements of Sections
401(k), 402(g) and 415 of the Code and the regulations promulgated
thereunder, at any time in a Plan Year the Administrator may reduce the
rate of Deferral Contributions to be made on behalf of any Participant, or
class of Participants, for the remainder of that Plan Year, or the
Administrator may require that all Deferral Contributions to be made on
behalf of a Participant be discontinued for the remainder of that Plan
Year. Upon the close of the Plan Year or such earlier date as the
Administrator may determine, any reduction or discontinuance in Deferral
Contributions shall automatically cease until the Administrator again
determines that such a reduction or discontinuance of Deferral
Contributions is required.
4.02. Additional Limit on Deferral Contributions.
(a) The Actual Deferral Percentage (hereinafter "ADP") for Participants
who are Highly Compensated Employees for each Plan Year and the ADP for
Participants who are Non-highly Compensated Employees for the same Plan
Year must satisfy one of the following tests:
(1) The ADP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ADP for Participants who are Non-highly
Employees for the same Plan Year multiplied by 1.25; or
(2) The ADP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ADP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by 2.0, provided
that the ADP for Participants who are Highly Compensated Employees does not
exceed the ADP for Participants who are Non-highly Compensated Employees by
more than two (2) percentage points.
(b) The following special rules apply for the purposes of this Section:
(1) The ADP for any Participant who is a Highly Compensated Employee for
the Plan Year and who is eligible to have Deferral Contributions (and
Qualified Discretionary Contributions if treated as Deferral Contributions
for purposes of the ADP test) allocated to his or her accounts under two or
more arrangements described in Section 401(k) of the Code, that are
maintained by the employer, shall be determined as if such Deferral
Contributions (and, if applicable, such Qualified Discretionary
Contributions) were made under a single arrangement. If a Highly
Compensated Employee participates in two or more cash or deferred
arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated
as a single arrangement. Notwithstanding the foregoing, certain plans
shall be treated as separate if mandatorily disaggregated under regulations
under Section 401(k) of the Code.
(2) In the event that this Plan satisfies the requirements of Sections
401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of
such Sections of the Code only if aggregated with this Plan, then this
section shall be applied by determining the ADP of employees as if all such
plans were a single plan. For Plan Years beginning after December 31,
1989, plans may be aggregated in order to satisfy section 401(k) of the
Code only if they have the same plan year.
(3) For purposes of determining the ADP of a Participant who is a
5-percent owner or one of the ten most highly-paid Highly Compensated
Employees, the Deferral Contributions (and Qualified Discretionary
Contributions if treated as Deferral Contributions for purposes of the ADP
test) and Compensation of such Participant shall include the Deferral
Contributions (and, if applicable, Qualified Discretionary Contributions)
and Compensation for the Plan Year of Family Members (as defined in Section
414(q)(6) of the Code). Family Members, with respect to such Highly
Compensated Employees, shall be disregarded as separate employees in
determining the ADP both for Participants who are Non-highly Compensated
Employees and for Participants who are Highly Compensated Employees.
(4) For purposes of determining the ADP test, Deferral Contributions and
Qualified Discretionary Contributions must be made before the last day of
the twelve-month period immediately following the Plan Year to which
contributions relate.
(5) The Employer shall maintain records sufficient to demonstrate
satisfaction of the ADP test and the amount of Qualified Discretionary
Contributions used in such test.
(6) The determination and treatment of the ADP amounts of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary
of the Treasury.
(c) The following definitions shall apply for purposes of this Section:
(1) "Actual Deferral Percentage" shall mean, for a specified group of
Participants for a Plan Year, the average of the ratios (calculated
separately for each Participant in such group) of (1) the amount of
employer contributions actually paid over to the trust on behalf of such
Participant for the Plan Year to (2) the Participant's Compensation for
such Plan Year (whether or not he or she was a Participant for the entire
Plan Year). Employer contributions on behalf of any Participant shall
include: (1) any Deferral Contributions made pursuant to the Participant's
deferral election (including Excess Deferrals of Highly Compensated
Employees), but excluding (a) Excess Deferrals of Non-Highly Compensated
Employees that arise solely from Deferred Contributions made under a plan
of the employer and (b) Deferral Contributions that are taken into account
in the Contribution Percentage test (provided the ADP test is satisfied
both with and without exclusion of these Deferral Contributions); and (2)
at the election of the employer, Qualified Discretionary Contributions.
For purposes of computing Actual Deferral Percentages, an Employee who
would be a Participant but for the failure to make Deferral Contributions
shall be treated as a Participant on whose behalf no Deferral Contributions
are made.
(2) "Excess Contributions" shall mean, with respect to any Plan Year, the
excess of:
(a) The aggregate amount of employer contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan
Year, over
(b) The maximum amount of such contributions permitted by the ADP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of the ADPs, beginning with the highest of such
percentages).
(3) "Qualified Discretionary Contributions" shall mean contributions made
by the Employer as elected in Section 1.04(d) in order to satisfy the ADP
tests, and allocated to Participants' Accounts that the Participants may
not elect to receive in cash until distributed from the plan; that are
nonforfeitable when made; and that are distributable only in accordance
with the distribution provisions that are applicable to Deferral
Contributions.
(d) Notwithstanding any other provision of this Plan, Excess
Contributions, plus any income and minus any loss allocable thereto, shall
be distributed no later than the last day of each Plan Year to Participants
to whose accounts such Excess Contributions were allocated for the
preceding Plan Year. If such excess amounts are distributed more than
2-1/2 months after the last day of the Plan Year in which such excess
amounts arose, a ten (10) percent excise tax will be imposed on the
employer maintaining the plan with respect to such amounts. Such
distributions shall be made to Highly Compensated Employees on the basis of
the respective portions of the Excess Contributions attributable to each of
such employees. Excess Contributions of Participants who are subject to
the family member aggregation rules shall be allocated among the family
members in proportion to the Deferral Contributions (and amounts treated as
Deferral Contributions) of each family member that is combined to determine
the combined ADP.
Excess Contributions shall be treated as annual additions under the Plan.
Excess Contributions shall be adjusted for any income or loss up to the
date of distribution. The income or loss allocable to Excess Contributions
is the sum of income or loss allocable to the Participant's Deferral
Contribution account (and, if applicable, the Qualified Discretionary
Contribution account) for the Plan Year multiplied by a fraction, the
numerator of which is such Participant's Excess Contributions of the year
and the denominator is the Participant's account balance attributable to
Deferral Contributions (and Qualified Discretionary Contributions if any of
such contributions are included in the ADP test) without regard to any
income or loss occurring during such Plan Year. Income or loss allocable
to the period between the end of the Plan Year and the date of distribution
will be disregarded in determining income or loss.
Excess Contributions shall be distributed from the Participant's
Qualified Discretionary Contribution account only to the extent that such
Excess Contributions exceed the balance in the Participant's Deferral
Contributions account.
4.03. Matching Contributions. If so provided by the Employer in Section
1.04(b), the Employer shall make a contribution (hereinafter "Matching
Contribution") on behalf of each Participant who had Deferral Contributions
made on his behalf during the year. The amount of the Matching
Contribution shall be determined in accordance with Section 1.04(b),
subject to the limitations set forth in Section 4.04.
4.04. Limit on Matching Contributions and Employee Contributions.
(a) The ACP for Participants who are Highly Compensated Employees for each
Plan Year and the ACP for Participants who are Non-highly Compensated
Employees for the same Plan Year must satisfy one of the following tests:
(1) The ACP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ACP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by 1.25; or
(2) The ACP for Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ACP for Participants who are Non-highly
Compensated Employees for the same Plan Year multiplied by two (2),
provided that the ACP for Participants who are Highly Compensated Employees
does not exceed the ACP for Participants who are Non-highly Compensated
Employees by more than two (2) percentage points.
(b) The following special rules apply for purposes of this section:
(1) If one or more Highly Compensated Employees participate in both a
CODA and a plan subject to the ACP test maintained by the employer and the
sum of the ADP and ACP of those Highly Compensated Employees subject to
either or both tests exceeds the Aggregate Limit, then the ACP of those
Highly Compensated Employees who also participate in a CODA will be reduced
(beginning with such Highly Compensated Employee whose ACP is the highest)
so that the limit is not exceeded. The amount by which each Highly
Compensated Employee's Contribution Percentage Amounts is reduced shall be
treated as an Excess Aggregate Contribution. The ADP and ACP of the Highly
Compensated Employees are determined after any corrections required to meet
the ADP and ACP tests. Multiple use does not occur if either the ADP or
ACP of the Highly Compensated Employees does not exceed 1.25 multiplied by
the ADP and ACP of the Non-highly Compensated Employees.
(2) For purposes of this section, the Contribution Percentage for any
Participant who is a Highly Compensated Employee and who is eligible to
have Contribution Percentage Amounts allocated to his or her account under
two or more plans described in section 401(a) of the Code, or arrangements
described in section 401(k) of the Code that are maintained by the
employer, shall be determined as if the total of such Contribution
Percentage Amounts was made under each plan. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that
have different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate
if mandatorily disaggregated under regulations under Section 401(m) of the
Code.
(3) In the event that this Plan satisfies the requirements of Sections
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
sections of the Code only if aggregated with this Plan, then this section
shall be applied by determining the Contribution Percentage of employees as
if all such plans were a single plan. For plan years beginning after
December 31, 1989, plans may be aggregated in order to satisfy Section
401(m) of the Code only if they have the same plan year.
(4) For purposes of determining the Contribution percentage of a
Participant who is a five-percent owner or one of the ten most highly-paid
Highly Compensated Employees, the Contribution Percentage Amounts and
Compensation of such Participant shall include the Contribution Percentage
Amounts and Compensation for the Plan Year of Family Members (as defined
in Section 414(q)(6) of the Code). Family Members, with respect to Highly
Compensated Employees, shall be disregarded as separate employees in
determining the Contribution Percentage both for Participants who are
Non-highly Compensated Employees and for Participants who are Highly
Compensated Employees.
(5) For purposes of determining the Contribution Percentage test,
Employee Contributions made pursuant to Section 1.04(f) are considered to
have been made in the Plan Year in which contributed to the Trust.
Matching Contributions and Qualified Discretionary Contributions may be
considered made for a Plan Year if made no later than the end of the
twelve-month period beginning on the day after the close of the Plan Year.
(6) The Employer shall maintain records sufficient to demonstrate
satisfaction of the ACP test and the amount of Qualified Discretionary
Contributions or Qualified Matching Contributions, or both, used in such
test.
(7) The determination and treatment of the Contribution Percentage of any
Participant shall satisfy such other requirements as may be prescribed by
the Secretary of Treasury.
(c) The following definitions shall apply for purposes of this Section:
(1) "Aggregate Limit" shall mean the sum of (i) 125 percent of the
greater of the ADP of the Non-highly Compensated Employees for the Plan
Year or the ACP of Non-highly Compensated Employees under the plan subject
to Code Section 401(m) for the Plan Year beginning with or within the Plan
Year of the CODA and (ii) the lesser of 200% or two plus the lesser of such
ADP or ACP. "Lesser" is substituted for "greater" in "(i)", above, and
"greater" is substituted for "lesser" after "two plus the" in "(ii)" if it
would result in a larger Aggregate Limit.
(2) "Average Contribution Percentage" shall mean the average of the
Contribution Percentages of the Eligible Participants in a group.
(3) "Contribution Percentage" shall mean the ratio (expressed as a
percentage) of the Participant's Contribution Percentage Amounts to the
Participant's Compensation for the Plan Year (whether or not he or she was
a Participant for the entire Plan Year).
(4) "Contribution Percentage Amounts" shall mean the sum of the Employee
Contributions and Matching Contributions made under the Plan on behalf of
the Participant for the Plan Year. Such Contribution Percentage Amounts
shall not include Matching Contributions that are forfeited either to
correct Excess Aggregate Contributions or because the contributions to
which they relate are Excess Deferrals, Excess Contributions, or Excess
Aggregate Contributions. The Employer also may elect to use Deferral
Contributions in the Contribution Percentage Amounts so long as the ADP
test is met before the Deferral Contributions are used in the ACP test and
continues to be met following the exclusion of those Deferral Contributions
that are used to meet the ACP test.
(5) "Eligible Participant" shall mean any employee who is eligible to
make an Employee Contribution or a Deferral Contribution (if the employer
takes such contributions into account in the calculation of the
Contribution Percentage), or to receive a Matching Contribution (including
forfeitures).
(6) "Employee Contribution" shall mean any voluntary nondeductible
contribution made to the plan by or on behalf of a participant that is
included in the participant's gross income in the year in which made and
that is maintained in a separate account to which earnings and losses are
allocated.
(7) "Matching Contribution" shall mean an Employer contribution made to
this or any other defined contribution plan on behalf of a participant on
account of a participant's Deferral Contribution.
(8) "Excess Aggregate Contributions" shall mean, with respect to any Plan
Year, the excess of:
(a) The aggregate Contribution Percentage Amounts taken into account in
computing the numerator of the Contribution Percentage actually made on
behalf of Highly Compensated Employees for such Plan Year, over
(b) The maximum Contribution Percentage Amounts permitted by the ACP
test (determined by reducing contributions made on behalf of Highly
Compensated Employees in order of their Contribution Percentages beginning
with the highest of such percentages).
Such determination shall be made after first determining Excess
Deferrals pursuant to Section 4.01 and then determining Excess
Contributions pursuant to Section 4.02.
(d) Notwithstanding any other provision of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall
be forfeited, if forfeitable, or if not forfeitable, distributed no later
than the last day of each Plan Year to Participants to whose accounts such
Excess Aggregate Contributions were allocated for the preceding Plan Year.
Excess Aggregate Contributions of Participants who are subject to the
family member aggregation rules shall be allocated among the family members
in proportion to the Employee and Matching Contributions (or amounts
treated as Matching Contributions) of each family member that is combined
to determine the combined ACP. If such Excess Aggregate Contributions are
distributed more than 2 1/2 months after the last day of the Plan Year in
which such excess amounts arose, a ten (10) percent excise tax will be
imposed on the employer maintaining the plan with respect to those amounts.
Excess Aggregate Contributions shall be treated as annual additions under
the Plan.
Excess Aggregate Contributions shall be adjusted for any income or loss
up to the date of distribution. The income or loss allocable to Excess
Contributions is the sum of income or loss allocable to the Participant's
Employee Contribution account, Matching Contribution account (if any, and
if all amounts therein are not used in the ADP test) and, if applicable,
Qualified Discretionary Contribution account and Deferral Contribution
account for the Plan Year multiplied by a fraction, the numerator of which
is such Participant's Excess Aggregate Contributions for the year and the
denominator is the Participant's account balance(s) attributable to
Contribution Percentage Amounts without regard to any income or loss
occurring during such Plan Year. Income or loss allocable to the period
between the end of the Plan Year and the date of distribution will be
disregarded in determining income or loss.
Forfeitures of Excess Aggregate Contributions shall be applied to reduce
Employer contributions; the forfeitures shall be held in the money market
fund, if any, listed in Section 1.12(b) pending such application.
Excess Aggregate Contributions shall be forfeited, if forfeitable, or
distributed from the Participant's Matching Contribution account and (if
applicable, the Participant's Qualified Discretionary Contribution account
on a pro rata basis).
4.05. Special Rules. Deferral Contributions and Qualified Discretionary
Contributions and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with
such Participant's or Beneficiary's or Beneficiaries' election, earlier
than upon separation from service, death, or disability, except as
otherwise provided in Section 7.10, 7.11 or 10.06. The Participant's
accrued benefit derived from Deferral Contributions, Qualified
Discretionary Contributions, and Employee Contributions is always
nonforfeitable.
4.06. Fixed or Discretionary Employer Contributions. If so provided by the
Employer in Section 1.04(c)(1) or (2), for the Plan Year in which the Plan
is adopted and for each Plan Year thereafter, the Employer will make Fixed
or Discretionary Employer Contributions to the Trust in accordance with
Section 1.04(c) to be allocated in accordance with the applicable
subsection below. Regardless of the Employer's election in Section
1.01(b), the Employer may also be required to make Employer Contributions
to the Trust in accordance with Sections 9.01 and 9.03. Fixed Employer
Contributions or Discretionary Employer Contributions shall be allocated
among eligible Participants, as determined in accordance with Section
1.04(c)(1)(ii) or Section 1.04(c)(2), respectively, as follows:
(a) If the Non-Integrated Formula is elected in Section 1.04(c)(1)(ii)(A)
or Section 1.04(c)(2)(i), such contributions shall be allocated to eligible
Participants in the ratio that each Participant's Compensation bears to the
total Compensation paid to all Participants for the Plan Year; and
(b) If the Integrated Formula is elected in Section 1.04(c)(1)(ii)(B) or
Section 1.04(c)(2)(ii), such Contributions shall be allocated in the
following steps:
(1) First, to each eligible Participant in the same ratio that the sum
of the Participant's Compensation plus Excess Compensation for the Plan
Year bears to the sum of the Compensation plus Excess Compensation of all
Participants for the Plan Year. This allocation as a percentage of the sum
of each Participant's Compensation plus Excess Compensation shall not
exceed 5.75%. For purposes of this step, if an eligible Participant has
exceeded the "cumulative permitted disparity limit", described below, two
times the Participant's Compensation for the Plan Year shall be taken into
account.
(2) Any remaining Employer Contributions shall be allocated in the same
ratio that each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year.
Notwithstanding the preceding provisions of this Section, if for any
Plan Year this Plan benefits any Participant who also benefits under
another plan qualified under Code Section 401(a) or simplified employee
pension plan within the meaning of Code Section 408(k) maintained by the
Employer that provides for permitted disparity (or imputes disparity),
Employer Contributions and forfeitures will be allocated to the account of
each eligible Participant who either is credited with more than 500 Hours
of Service during the Plan Year or who is an Employee on the last day of
the Plan Year in the ratio that such eligible Participant's total
compensation bears to the total compensation of all eligible Participants.
For purposes of this Section, "Excess Compensation" means Compensation
in excess of the taxable wage base, as determined under Section 230 of the
Social Security Act, as in effect on the first day of the Plan Year.
For purposes of this Section, effective for Plan Years beginning after
December 31, 1994, the "cumulative permitted disparity limit" for an
eligible Participant is 35 total cumulative permitted disparity years.
Total cumulative permitted disparity years means the number of years
credited to the Participant for allocation or accrual purposes under this
Plan, any other plan qualified under Code Section 401(a), or any simplified
employee pension plan (whether or not terminated) ever maintained by the
Employer. For purposes of determining a Participant's cumulative permitted
disparity limit, all plan years ending in the same calendar year shall be
treated as the same year. If the Participant has not benefited under a
defined benefit or target benefit plan for any plan year beginning after
December 31, 1994, the Participant shall have no cumulative disparity
limit.
4.07. Time of Making Employer Contributions. The Employer will pay its
contribution for each Plan Year not later than the time prescribed by law
for filing the Employer's federal income tax return for the fiscal (or
taxable) year with or within which such Plan Year ends (including
extensions thereof). The Trustee will have no authority to inquire into
the correctness of the amounts contributed and paid over to the Trustee, to
determine whether any contribution is payable under this Article 4, or to
enforce, by suit or otherwise, the Employer's obligation, if any, to make a
contribution to the Trustee.
4.08. Return of Employer Contributions. The Trustee shall, upon request by
the Employer, return to the Employer the amount (if any) determined under
Section 14.21. Such return amount shall be reduced by amounts attributable
thereto which have been credited to the Accounts of Participants who have
since received distributions from the Trust, except to the extent such
amounts continue to be credited to such Participants' Accounts at the time
the amount is returned to the Employer. Such return amount shall also be
reduced by the losses of the Trust attributable thereto, if and to the
extent such losses exceed the gains and income attributable thereto, but
will not be increased by the gains and income of the Trust attributable
thereto, if and to the extent such gains and income exceed the losses
attributable thereto. In no event will the return of a contribution
hereunder cause the balance of the individual Account of any Participant to
be reduced to less than the balance which would have been credited to the
Account had the mistaken amount not been contributed.
4.09. Employee Contributions. If the Employer elected to permit Deferral
Contributions in Section 1.04(a) and if so provided by the Employer in
Section 1.04(f), each Participant may elect to make Employee Contributions
to the Plan in accordance with the rules and procedures established by the
Employer and in an amount not less than one percent (1%) and not greater
than ten percent (10%) of such Participant's Compensation for the Plan
Year. Such contributions and all Employee Contributions for Plan Years
beginning after December 31, 1986 shall be subject to the nondiscrimination
requirements of Section 401(m) of the Code as set forth in Section 4.04.
For purposes of this Plan, "Employee Contributions" shall mean any
voluntary nondeductible contribution made to a plan by or on behalf of a
Participant that is or was included in the Participant's gross income in
the year in which made and that is maintained under a separate account to
which applicable earnings and losses are allocated. Excess Contributions
may not be recharacterized as Employee Contributions.
Employee Contributions shall be paid over to the Trustee not later than
thirty (30) days following the end of the month in which the Participant
makes the contribution. A Participant shall have a fully vested 100%
nonforfeitable right to his Employee Contributions and the earnings or
losses allocated thereto. Distributions of Employee Contributions shall be
made in accordance with Section 7.11.
4.10. Rollover Contributions.
(a) Rollover of Distributed Property.
(1) An Employee who was formerly a participant of an employees' trust
described in Section 501(a) of the Code (the "Distributing Trust"), and who
receives a distribution from the Distributing Trust or from an individual
retirement account funded by a distribution from the Distributing Trust
(the "Distribution") may transfer the Distribution to the Trust either in a
direct rollover (within the meaning of Section 401(a)(31) of the Code) or
within sixty (60) days, to the extent that the Distribution qualifies as an
eligible rollover distribution within the meaning of Section 402(c) of the
Code.
(b) Treatment of Rollover Amount.
(1) An account will be established for the transferring Employee under
Article 6, the rollover amount will be credited to the account and such
amount will be subject to the terms of the Plan, including Section 8.01,
except as otherwise provided in this Section 4.10.
(2) The Rollover Account will at all times be fully vested in and
nonforfeitable by the Employee.
(c) Entry into Plan by Transferring Employee. Although an amount may be
transferred to the Trust Fund under this Section 4.10 by an Employee who
has not yet become a Participant in accordance with Article 3, and such
amount is subject to the terms of the Plan as described in paragraph (b)
above, the Employee will not become a Participant entitled to share in
Employer contributions until he has satisfied the requirements for
eligibility to participate in the Plan.
(d) Monitoring of Rollovers.
(1) The Administrator shall develop such procedures and require such
information from transferring Employees as it deems necessary to insure
that amounts transferred under this Section 4.10 meet the requirements for
eligible rollover distributions established by such Section and by Section
402(c) of the Code. No such amount may be transferred until approved by
the Administrator.
(2) If a transfer made under this Section 4.10 is later determined by the
Administrator not to have met the requirements of this Section or of the
Code or Treasury regulations, the Trustee shall, within a reasonable time
after such determination is made, and on instructions from the
Administrator, distribute to the Employee the amounts then held in the
Trust attributable to the Transferred Amount.
Article 5. Participants' Accounts.
5.01. Individual Accounts. The Administrator will establish and maintain
an Account for each Participant which will reflect Employer and Employee
contributions made on behalf of the Participant and earnings, expenses,
gains and losses attributable thereto, and 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.
Separate accounts for Deferral Contributions, Fixed or Discretionary
Employer Contributions, Qualified Discretionary Contributions, Matching
Contributions, Employee Contributions, Rollover Contributions and Transfers
will be maintained for each Participant. Each such account will be
credited with the applicable contributions and earnings (or losses)
thereon.
5.02. Valuation of Accounts. Participant Accounts will be valued at their
fair market value at least annually as of a date specified by the
Administrator in accordance with a method consistently followed and
uniformly applied, and on such date earnings, expenses, gains and losses on
investments made with amounts in each Participant's Account will be
allocated to such Account. Participants will be furnished statements of
their Account values at least once each Plan Year.
5.03. Code Section 415 Limitations. Notwithstanding any other provisions
of the Plan:
Subsections (a)(1) through (a)(4)--(These subsections apply to Employers
who do not maintain any qualified plan including a Welfare Benefit Fund or
an Individual Medical Account in addition to this Plan.)
(a) (1) If the Participant does not participate in, and has never
participated in any other qualified plan, simplified employee pension plan,
Welfare Benefit Fund or Individual Medical Account maintained by the
Employer, the amount of Annual Additions to a Participant's Account for a
Limitation Year shall not exceed the lesser of the Maximum Permissible
Amount or any other limitation contained in this Plan. If the Employer
contribution that would otherwise be contributed or allocated to the
Participant's account would cause the annual additions for the limitation
year to exceed the maximum permissible amount, the amount contributed or
allocated will be reduced so that the annual additions for the limitation
year will equal the maximum permissible amount.
(a) (2) Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Maximum Permissible Amount may be
determined on the basis of a reasonable estimation of the Participant's
compensation for such Limitation Year, uniformly determined for all
Participants similarly situated.
(a) (3) As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for such Limitation Year
shall be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(a) (4) If, pursuant to subsection (a)(3) or as a result of the allocation
of forfeitures, there is an Excess Amount with respect to a Participant for
a Limitation Year, such Excess Amount shall be disposed of as follows:
(A) In the event that the Participant is in the service of the Employer
which is covered by the Plan at the end of the Limitation Year, then such
Excess Amount shall be reapplied to reduce future Employer contributions
under this Plan for the next Limitation Year (and for each succeeding year,
as necessary) for such Participant, so that in each such Year the sum of
actual Employer contributions plus the reapplied amount shall equal the
amount of Employer contributions which would otherwise be made to such
Participant's Account.
(B) In the event that the Participant is not in the service of the
Employer which is covered by the Plan at the end of a Limitation Year, then
such Excess Amount will be held unallocated in a suspense account. The
suspense account will be applied to reduce future Employer contributions
for all remaining Participants in the next Limitation Year and each
succeeding Limitation Year if necessary.
(C) If a suspense account is in existence at any time during the
Limitation Year pursuant to this subsection, it will not participate in the
allocation of the Trust Fund's investment gains and losses. All amounts in
the suspense account must be allocated to the Accounts of Participants
before any Employer contribution may be made for the Limitation Year.
Excess Amounts may not be distributed to Participants or former
Participants.
Subsections (b)(1) through (b)(6)--(These subsections apply to Employers
who, in addition to this Plan, maintain one or more plans, all of which are
qualified Master or Prototype defined contribution Plans, any Welfare
Benefit Fund, any Individual Medical Account or any simplified employee
pension plan.)
(b) (1) If, in addition to this Plan, the Participant is covered under any
other qualified defined contribution plans (all of which are qualified
Master or Prototype Plans) maintained by the Employer, the amount of Annual
Additions to a Participant's Account for a Limitation Year, shall not
exceed the lesser of:
(A) the Maximum Permissible Amount, reduced by the sum of any Annual
Additions to the Participant's accounts for the same Limitation Year under
such other defined contribution plans, Welfare Benefit Funds, individual
medical accounts and simplified employee pension plans; or
(B) any other limitation contained in this Plan.
If the Annual Additions with respect to the participant under other
defined contribution plans, welfare benefit funds, individual medical
accounts, or simplified employee pension plans maintained by the Employer
and any Related Employer are less than the Maximum Permissible Amount and
the Employer contribution that would otherwise be contributed or allocated
to the Participant's account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated will be reduced so that the Annual Additions under
all such plans and funds for the Limitation Year will equal the Maximum
Permissible Amount. If the Annual Additions with respect to the
participant under such other defined contribution plans, welfare benefit
funds, individual medical accounts, and simplified employee pension plans
in the aggregate are equal to or greater than the Maximum Permissible
Amount, no amount will be contributed or allocated to the Participant's
account under this Plan for the Limitation Year.
(b) (2) Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the amounts referred to in (b)(1)(A)
above may be determined on the basis of a reasonable estimation of the
Participant's compensation for such Limitation Year, uniformly determined
for all Participants similarly situated. Any Employer contribution based
on estimated annual compensation shall be reduced by any Excess Amounts
carried over from prior years.
(b) (3) As soon as is administratively feasible after the end of the
Limitation Year, the amounts referred to in (b)(1)(A) shall be determined
on the basis of the Participant's actual Compensation for such Limitation
Year.
(b) (4) If, pursuant to (b)(3) or as a result of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount shall be deemed
to consist of the Annual Additions last allocated, except that Annual
Additions attributable to a Welfare Benefit Fund or Individual Medical
Account will be deemed to have been allocated first regardless of the
actual allocation date.
(b) (5) If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date of
another plan, the Excess Amount attributed to this Plan will be the
product of:
(A) the total Excess Amount allocated as of such date (including any
amount which would have been allocated but for the limitations of Section
415 of the Code), times
(B) the ratio of (i) the Annual Additions allocated to the Participant
as of such date under this Plan, divided by (ii) the Annual Additions
allocated as of such date under all qualified defined contribution plans
(determined without regard to the limitations of Section 415 of the Code).
(b) (6) Any Excess Amounts attributed to this Plan shall be disposed of as
provided in subsection (a)(4).
Subsection (c)--(This subsection applies only to Employers who, in
addition to this Plan, maintain one or more qualified plans which are
qualified defined contribution plans other than Master or Prototype Plans.)
(c) If the Employer also maintains another plan which is a qualified
defined contribution plan other than a Master or Prototype Plan, Annual
Additions allocated under this Plan on behalf of any Participant shall be
limited in accordance with the provisions of (b)(1) through (b)(6), as
though the other plan were a Master or Prototype Plan, unless the Employer
provides other limitations in the Adoption Agreement.
Subsection (d)--(This subsection applies only to Employers who, in
addition to this Plan, maintain or at any time maintained a qualified
defined benefit plan.)
(d) If the Employer maintains, or at any time maintained, a qualified
defined benefit plan, the sum of any Participant's Defined Benefit Fraction
and Defined Contribution Fraction shall not exceed the combined plan
limitation of 1.0 in any Limitation Year. The combined plan limitation
will be met as provided by the Employer in the Adoption Agreement.
Subsections (e)(1) through (e)(9)--(Definitions.)
(e) (1) "Annual Additions" means the sum of the following amounts credited
to a Participant for a Limitation Year:
(A) all Employer contributions,
(B) all Employee contributions, and
(C) all forfeitures.
For purposes of this Section 5.03, amounts reapplied to reduce Employer
contributions under subsection (a)(4) shall also be included as Annual
Additions.
Amounts allocated, after March 31, 1984, to an Individual Medical Account
which is part of a pension or annuity plan maintained by the Employer are
treated as Annual Additions to a defined contribution plan. Also, amounts
derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee, as defined in Section 419A(d)(3) of the Code, under a Welfare
Benefit Fund maintained by the Employer are treated as Annual Additions to
a defined contribution plan. Finally, amounts allocated to an Employee's
account under a simplified employee pension plan maintained by the Employer
are treated as Annual Additions to a defined contribution plan.
(e) (2) "Compensation" means wages, as defined in Section 3401(a) for the
purposes of income tax withholding at the source but determined without
regard to any rules 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)), paid by the
Employer or a Related Employer.
For any self-employed individual compensation shall mean Earned Income.
For purposes of applying the limitations of this Article, compensation
for any Limitation Year beginning after December 31, 1991, is the
compensation actually paid or includible in gross income during such
Limitation Year.
(e) (3) "Defined Benefit Fraction" means a fraction, the numerator of
which is the sum of the Participant's annual retirement benefits adjusted
to an actuarially equivalent straight life annuity if such benefit is
expressed in a form other than a straight life annuity or qualified joint
and survivor annuity) under all the defined benefit plans (whether or not
terminated) maintained by the Employer, each such annual benefit computed
on the assumptions that the Participant will remain in employment until the
normal retirement age under each such plan (or the Participant's current
age, if later), that the Compensation earned by the Participant for
Limitation Year will remain constant until Normal Retirement Age, and that
all other factors used to determine benefits under such plan will remain
constant for all future Limitation Years, and the denominator of which is
the lesser of 125 percent of the dollar limitation determined for the
Limitation Year under Sections 415(b)(1)(A) and 415(d) of the Code or 140
percent of the Participant's average Compensation for the 3 highest
consecutive calendar years of service during which the Participant was
active in each such plan, including any adjustments under Section 415(b) of
the Code. However, if the Participant was a participant as of the first
day of the first Limitation Year beginning after December 31, 1986 in one
or more defined benefit plans maintained by the Employer which were in
existence on May 6, 1986 then the denominator of the Defined Benefit
Fraction shall not be less than 125 percent of the Participant's total
accrued benefit as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and
conditions of the plan after May 5, 1986, under all such defined benefit
plans as met, individually and in the aggregate, the requirements of
Section 415 of the Code for all Limitation Years beginning before January
1, 1987.
The annual addition for any Limitation Year beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as annual
additions.
(e) (4) "Defined Contribution Fraction" means a fraction, the numerator of
which is the sum for the current and all prior Limitation Years of (A) all
Annual Additions (if any) to the Participant's accounts under each defined
contribution plan (whether or not terminated) maintained by the Employer,
and (B) all Annual Additions attributable to the Participant's
nondeductible employee contributions to all defined benefit plans (whether
or not terminated) maintained by the Employer, and the Participant's Annual
Additions attributable to each Welfare Benefit Fund, Individual Medical
Account, and simplified employee pension plan and the denominator of which
is the sum for the current and all prior Limitation Years during which the
Participant was an Employee (regardless of whether the Employer maintained
a defined contribution plan in any such year).
The maximum aggregate amount in any Limitation Year is the lesser of 125
percent of the dollar limitation in effect under Section 415(c)(1)(A) of
the Code for each such year or 35 percent of the Participant's Compensation
for each such year.
If the Participant was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986 in one or more defined
contribution plans maintained by the Employer which were in existence on
May 6, 1986 then the numerator of the Defined Contribution Fraction shall
be adjusted if the sum of this fraction and the Defined Benefit Fraction
would otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment an amount equal to the product of (i) the excess of the sum of
the fractions over 1.0 times (ii) the denominator of this fraction will be
permanently subtracted from the numerator of this fraction. The adjustment
is calculated using the fractions as they would be computed as of the end
of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as annual
additions.
(e) (5) "Employer" means the Employer and any Related Employer that adopts
this Plan. In the case of a group of employers which constitutes a
controlled group of corporations (as defined in Section 414(b) of the Code
as modified by Section 415(h)) or which constitutes trades or businesses
(whether or not incorporated) which are under common control (as defined in
Section 414(c) as modified by Section 415(h)) or which constitutes an
affiliated service group (as defined in Section 414(m)) and any other
entity required to be aggregated with the Employer pursuant to regulations
issued under Section 414(o) of the Code, all such employers shall be
considered a single employer for purposes of applying the limitations of
this Section 5.03.
(e) (6) "Excess Amount" means the excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount, less
loading and other administrative charges allocable to such excess.
(e) (7) "Individual Medical Account" means an individual medical account
as defined in Section 415(l)(2) of the Code.
(e) (8) "Limitation Year" means the calendar year, or other 12-month
consecutive month period elected by the Employer in Section 1.01(d). All
qualified plans of the Employer must use the same Limitation Year. If the
Limitation Year is amended to a different 12-consecutive month period, the
new Limitation Year must begin on a date within the Limitation Year in
which the amendment is made.
(e) (9) "Master or Prototype Plan" means a plan the form of which is the
subject of a favorable opinion letter from the Internal Revenue Service.
(e) (10) "Maximum Permissible Amount" means for a Limitation Year with
respect to any Participant the lesser of (i) $30,000 or, if greater, 25
percent of the dollar limitation set forth in Section 415(b)(1) of the
Code, as in effect for the Limitation Year, or (ii) 25 percent of the
Participant's Compensation for the Limitation Year. If a short Limitation
Year is created because of an amendment changing the Limitation Year to a
different 12-consecutive month period, the Maximum Permissible Amount will
not exceed the limitation in (e)(9)(i) multiplied by a fraction whose
numerator is the number of months in the short Limitation Year and whose
denominator is 12.
The compensation limitation referred to in subsection (e)(9)(ii) shall
not apply to any contribution for medical benefits within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code after separation from
service which is otherwise treated as an Annual Addition under Section
419A(d)(2) or Section 415(l)(1) of the Code.
(e) (11) "Welfare Benefit Fund" means a welfare benefit fund as defined
in Section 419(e) of the Code.
Article 6. Investment of Contributions.
6.01. Manner of Investment. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. The Accounts of
Participants shall be invested and reinvested only in Fund Shares of the
funds selected by the Employer in Section 1.12(b) of the Adoption
Agreement; one hundred percent (100%) of the funds so selected by the
Employer shall be Fidelity Funds, except to the extent that Fidelity or its
authorized affiliate specifically agrees in writing to a lesser percentage.
6.02. Investment Decisions.
(a) Each Participant or the Employer (or agent or designee thereof
independent of the Trustee of whose authority the Trustee has received
notice satisfactory to the Trustee) shall direct the investment of his
Account or all Accounts, respectively, among the types of Fund Shares
properly listed in Section 1.12(b). Pursuant to Section 14.04, the Trustee
shall have no discretionary authority, and shall render no investment
advice and make no recommendations, except as provided in Section 6.04,
with respect to the investment of the Trust Fund. If the Participant is
directing the investment of his Account, the Participant shall file initial
investment instructions with the Administrator, on such form as the
Administrator may provide, selecting the Fund Shares in which amounts
credited to his Account will be invested.
While any balance remains in the Account of a Participant after his
death, the Beneficiary of the Participant shall make decisions as to the
investment of the Account to the same extent as if the Beneficiary were the
Participant. To the extent required by a qualified domestic relations
order as defined in Section 414(p) of the Code, an alternate payee shall
make investment decisions with respect to a Participant's Account to the
same extent as if such alternate payee were the Participant.
All dividends, interest, gains and distributions of any nature received
in respect of Fund Shares shall be reinvested in additional shares of that
Fund.
(b) If the Trustee receives any contribution under the Plan as to which
investment instructions have not been provided, the Trustee shall promptly
notify the Administrator and the Administrator shall take steps to elicit
investment instructions. The Trustee shall credit any such contribution to
the Account(s) of the applicable Participant(s) and such amount shall be
invested in the Fund selected by the Employer for such purposes until
investment instructions have been received by the Trustee.
(c) Expenses attributable to the acquisition of investments shall be
charged to the Account of the Participant for which such investment is
made.
6.03. Direction to Trustee. All Participant, Employer or agent investment
instructions and changes thereto filed with the Administrator pursuant to
the provisions of Section 6.02 shall be promptly transmitted by the
Administrator to the Trustee. The Trustee shall have no duty to inquire
into the investment decision of a Participant, Employer or agent or to
advise such person regarding the purchase, retention or sale of assets
credited to any Participant's Account.
6.04. Trustee Investment Advice. Notwithstanding Section 6.02 and Section
14.04, the Trustee may be given discretionary authority with respect to the
investment of the Trust Fund and may provide investment advice or
recommendations with respect to the investment of the Trust Fund by
entering into a written agreement with the Employer to provide such
investment services, provided that the Trustee promptly notify Fidelity
thereof by providing a copy of such agreement to Fidelity. If the Trustee
provides such investment services, the Trustee shall not be entitled to
receive any payments pursuant to any 12b-1 plan maintained by any Fidelity
Fund or to receive any other consideration whatsoever from any Fidelity
Fund or other fund for which Fidelity or any of its affiliates serves as
trustee or investment manager.
Article 7. Right to Benefits.
7.01. Normal or Early Retirement. Each Participant who attains his Normal
Retirement Age or, if so provided by the Employer in Section 1.05(b), Early
Retirement Age will have a 100 percent nonforfeitable (vested) interest in
his Account regardless of any vesting schedule elected in Section 1.06. If
a Participant retires upon the attainment of Normal or Early Retirement
Age, such retirement is referred to as a normal retirement. Upon his
normal retirement the balance of the Participant's Account, plus any
amounts thereafter credited to his Account, subject to the provisions of
Section 7.08, will be distributed to him in accordance with Article 8
below.
If a Participant separates from service before satisfying the age
requirements for early retirement, but has satisfied the service
requirement, the Participant will be entitled to elect an early retirement
distribution upon satisfaction of such age requirement.
7.02. Late Retirement. If a Participant continues in the service of the
Employer after attainment of Normal Retirement Age, he will continue to
have a 100 percent nonforfeitable interest in his Account and will continue
to participate in the Plan until the date he establishes with the Employer
for his late retirement. Upon his late retirement, the balance of his
Account, plus any amounts thereafter credited to his Account, subject to
the provisions of Section 7.08, will be distributed to him in accordance
with Article 8 below. Upon the distribution date required under Section
8.08, should such date precede the Participant's retirement, death, or
other termination of employment, the Participant shall begin receiving a
distribution of the minimum distribution amount required pursuant to
Section 8.04 only, which distribution shall be made in accordance with
Section 8.04 and Section 8.08.
7.03. Disability Retirement. If so provided by the Employer in Section
1.05(c), a Participant who becomes disabled so that he cannot engage in any
substantial, gainful activity because of a medically determinable physical
or mental impairment likely to result in death or to be of a continuous
period of not less than 12 months, and terminates his employment with the
Employer, will have a 100 percent nonforfeitable interest in his Account,
the balance of which Account, plus any amounts thereafter credited to his
Account, subject to the provisions of Section 7.08, will be distributed to
him in accordance with Article 8 below. Such termination of employment is
referred to as a disability retirement. Determinations with respect to
disability shall be made by the Administrator on the basis set forth in
Section 1.05(c).
7.04. Death. Subject, if applicable, to Sections 8.03 and 8.04 below, if a
Participant dies before the distribution of his Account has commenced, or
before such distribution has been completed, 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 7.08. Distribution to the Beneficiary
or Beneficiaries will be made in accordance with Article 8 below.
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. In the case of a married
Participant the Participant's spouse shall be deemed to be the designated
Beneficiary unless the Participant's spouse has consented to another
designation in the manner described in Section 8.03(d).
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 in a lump sum to the deceased Beneficiary's estate.
7.05. Other Termination of Employment. If a Participant's employment
terminates for any reason other than death or normal, late, or disability
retirement, he will be entitled to a termination benefit equal to (i) the
vested percentage of the value of the Matching and Fixed or Discretionary
Employer Contributions to his Account, as adjusted for income, expense,
gain, or loss, such percentage determined in accordance with the applicable
vesting schedule selected by the Employer in Section 1.06, and (ii) the
value of the Transfer, Qualified Discretionary, Deferral, Rollover and
Employee Contributions to his Account as adjusted for income, expense, gain
or loss. The amount payable under this Section 7.05 will be subject to the
provisions of Section 7.08 and will be distributed in accordance with
Article 8 below.
7.06. Separate Account. If an in-service 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 attributable to Fixed or
Discretionary Employer Contributions and Matching Contributions, the
vesting schedules in Section 1.06 will thereafter apply only to amounts in
his Account attributable to such Employer contributions allocated after
such distribution. The balance of his Account immediately after such
distribution will be transferred to a separate account for Fixed or
Discretionary Employer Contributions and another separate account for
Matching Contributions, 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 7.07 a Participant's nonforfeitable interest in his Account
attributable to Fixed or Discretionary Employer Contributions and Matching
Contributions held in separate accounts 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 7.07 below, any balance in the Participant's separate
account will remain fully vested and nonforfeitable.
7.07. Forfeitures. If a Participant's employment terminates, any portion
of his Account (including any amounts credited after his termination of
employment) not payable to him under Section 7.05 will be forfeited by him
upon the complete distribution to him of the vested portion of his Account,
if any, subject to the possibility of reinstatement as described in the
following paragraph. For purposes of this paragraph, if the value of an
Employee's vested account balance is zero, the Employee shall be deemed to
have received a distribution of his vested interest immediately following
termination of employment. Such forfeitures either will be applied to
reduce the contributions of the Employer next payable under the Plan (or
administrative expenses of the Plan) or will be allocated in accordance
with Section 4.06 to the Accounts of all other remaining Participants who
are eligible to share in Employer Contributions under Section 1.04(c)(3),
as designated by the Employer in Section 1.09(e); the forfeitures shall be
held in the money market fund, if any, listed in Section 1.12(b) pending
such application.
If a Participant forfeits any portion of his Account under the preceding
paragraph but does again become an Employee after such date, then the
amount so forfeited, without any adjustment for the earnings, expenses, or
losses or gains of the assets credited to his Account since the date
forfeited, will be recredited to his Account (or to a separate account as
described in Section 7.06, if applicable) as of the last day of the Plan
Year in which he again becomes an Employee, but (in case of a Participant
who had received an actual distribution in accordance with the previous
paragraph) only if he repays to the Plan within five years after the date
of his reemployment the amount previously distributed to him, without
interest, under Section 7.05. The provisions of the Plan (including
Section 7.06) will thereafter apply as if no forfeiture had occurred. The
amount to be recredited pursuant to this paragraph will be derived first
from the forfeitures, if any, which as of the date of recrediting have yet
to be applied as provided in the preceding paragraph and, to the extent
such forfeitures are insufficient, from a special Employer contribution to
be made by the Employer.
If a Participant elects not to receive the nonforfeitable portion of his
Account following his termination of employment, the non-vested portion of
his Account shall be forfeited after the Participant has incurred five
consecutive breaks in service as defined in Section 2.01(a)(34).
No forfeitures will occur solely as a result of an Employee's withdrawal
of Employee contributions.
7.08. Adjustment for Investment Experience. If any distribution under
Sections 7.01, 7.02, 7.03, 7.04 or 7.05 is not made in a single payment,
the amount retained by the Trustee 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 invested and any expenses properly
charged under the Plan and Trust to such amounts.
7.09. Participant Loans. If permitted under Section 1.07, the
Administrator shall allow Participants to apply for a loan from the Plan,
subject to the following:
(a) Loans shall be made available to all Participants and Beneficiaries on
a reasonably equivalent basis.
(b) Loans shall not be made available to highly compensated employees (as
defined in section 414(q) of the Code) in an amount greater than the amount
made available to other Employees.
(c) Loans must be secured by the Participant's accounts, must not exceed
50 percent of the Participant's vested Account balance, and must bear a
reasonable interest rate.
(d) All loans shall by their terms require that repayment (principal and
interest) be amortized in level payments, not less than quarterly, over a
period not extending beyond five years from the date of the loan or, if
such loan is for the purchase of a Participant's primary residence, over a
period not extending beyond thirty (30) years or such shorter period of
time as the Administrator specifies in properly adopted plan loan
procedures from time to time.
(e) A Participant must obtain the consent of his or her spouse, if any, to
use as security for the loan that portion (if any) of his Account which was
transferred from another plan (including a predecessor plan) to which Code
Section 401(a)(11) applies with respect to such Participant, if so required
under Article 8. Spousal consent shall be obtained no earlier than the
beginning of the 90-day period that ends on the date on which the loan is
to be so secured. The consent must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a Plan representative or
notary public. Such consent shall thereafter be binding with respect to
the consenting spouse or any subsequent spouse with respect to that loan.
A new consent shall be required if the account balance is used for
renegotiation, extension, renewal, or other revision of the loan.
(f) In the event of a default, the Administrator shall take appropriate
action; however, foreclosure on the note and attachment of security will
not occur until a distributable event occurs in the Plan.
(g) No loans will be made to any shareholder-employee or Owner-Employee.
For purposes of this requirement, a shareholder-employee means an employee
or officer of an electing small business (Subchapter S) corporation who
owns (or is considered as owning within the meaning of section 318(a)(1) of
the Code), on any day during the taxable year of such corporation, more
than 5% of the outstanding stock of the corporation.
Notwithstanding any other provision of this Plan and subject to (e)
above, the portion of the Participant's vested account balance used as a
security interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of determining the
amount of the account balance payable at the time of death or
distribution, but only if the reduction is used as repayment of the loan.
If less than 100% of the Participant's vested account balance (determined
without regard to the preceding sentence) is payable to the surviving
spouse, then the account balance shall be adjusted by first reducing the
vested account balance by the amount of the security used as repayment of
the loan, and then determining the benefit payable to the surviving spouse.
No loan to any Participant or Beneficiary can be made to the extent that
such loan when added to the outstanding balance of all other loans to the
Participant or Beneficiary would exceed the lesser of (a) $50,000 reduced
by the excess (if any) of the highest outstanding balance of loans during
the one year period ending on the day before the loan is made over the
outstanding balance of loans from the Plan on the date the loan is made, or
(b) one-half the present value of the nonforfeitable accrued benefit of the
Participant. For the purpose of the above limitation, all loans from all
plans of the Employer and Related Employers are aggregated. An assignment
or pledge of any portion of the Participant's interest in the Plan will be
treated as a loan under this paragraph.
7.10. Hardship Distributions. If permitted under Section 1.08, a
Participant may apply to the Administrator to withdraw some or all or his
Deferral Contributions (and earnings thereon accrued as of December 31,
1988) and, if applicable, Rollover Contributions in the event of hardship.
For purposes of this Section, "hardship" is defined as an immediate and
heavy financial need of the Employee where such Employee lacks other
available resources. Determinations with respect to hardship shall be made
by the Administrator and shall be conclusive for purposes of the Plan, and
shall be based on the following special rules:
(a) The following are the only financial needs considered immediate and
heavy: deductible medical expenses (within the meaning of section 213(d)
of the Code) of the Employee, the Employee's spouse, children, or
dependents; the purchase (excluding mortgage payments) of a principal
residence for the Employee; payment of tuition and related educational fees
for the next 12 months of post-secondary education for the Employee, the
Employee's spouse, children or dependents; or the need to prevent the
eviction of the Employee from, or a foreclosure on the mortgage of, the
Employee's principal residence.
(b) A distribution will be considered as necessary to satisfy an immediate
and heavy financial need of the Employee only if:
(1) The Employee has obtained all distributions, other than the hardship
distributions, and all nontaxable loans under all plans maintained by the
Employer and Related Employers;
(2) All plans maintained by the Employer and Related Employers, or
otherwise legally enforceable agreements, provide that the Employee's
Elective Deferrals (and Employee Contributions) will be suspended for
twelve months after the receipt of the hardship distribution;
(3) The distribution is not in excess of the amount of an immediate and
heavy financial need (including amounts necessary to pay any federal, state
or local income taxes or penalties reasonably anticipated to result from
the distribution); and
(4) All plans maintained by the Employer and Related Employers provide
that the Employee may not make Elective Deferrals for the Employee's
taxable year immediately following the taxable year of the hardship
distribution in excess of the applicable limit under section 402(g) of the
Code for such taxable year less the amount of such Employee's Elective
Deferrals for the taxable year of the hardship distribution.
(c) A Participant must obtain the consent of his or her spouse, if any, to
obtain a hardship withdrawal from a Transferred Account if so required
under Article 8.
7.11. In-Service Distribution Rules. If so designated by the Employer in
Section 1.09(d), a Participant shall be entitled to withdraw all or a
portion of his Account balance upon the attainment of age 59-1/2. If so
designated by the Employer in Section 1.09(c), a Participant shall be
entitled to withdraw all or a portion of his Matching Contributions Account
and Employer Contributions Account upon attainment of age 55. Further, if
so designated by the Employer in Section 1.09(e), a Participant shall be
entitled to withdraw, in cash, up to 100% of the amount then credited to
his Employee Contribution account and/or Rollover Account; such withdrawals
shall be limited to one per Plan Year unless this prototype plan document
is an amendment of a prior plan document, in which case the rules and
restrictions governing employee contribution withdrawals, if any, are
incorporated herein by reference. In all cases, such withdrawal shall be
subject to the provisions of Section 8.05.
Article 8. Distribution of Benefits Payable after Termination of Service.
8.01. Distribution of Benefits to Participants and Beneficiaries.
(a) Distributions from the Trust to a Participant or to the Beneficiary of
the Participant shall be made in a lump sum in cash upon retirement, death,
or other termination of employment, unless another form of distribution is
permitted in accordance with Section 1.09(b) and Sections 8.02, 8.03 or
8.04 or in accordance with Section 11.02. In the event a Participant is
required to begin receiving minimum required distributions in accordance
with Section 8.04 and Section 8.08 prior to the Participant's retirement,
death, or other termination of employment, a distribution of such minimum
required distribution amount only shall be made in accordance with Section
8.04 and Section 8.08. A distribution may be made in Fund Shares, at the
election of the Participant, pursuant to the qualifying rollover of such
distribution to a Fidelity Investments individual retirement account.
(b) In the event that the Plan was adopted by amendment from another
defined contribution plan, the following are among the forms of benefit
that may also be available:
(1) if permitted under Section 1.09(b)(1) of the Adoption Agreement, in
substantially equal annual, or more frequent, installments, in cash, over a
period certain which does not extend beyond the life expectancy of the
Participant or the joint life expectancies of the Participant and his
Beneficiary, or, if the Participant dies prior to the commencement of his
benefits, the life expectancy of the Participant's Beneficiary, as further
described in Section 8.04.
(2) if permitted under Section 1.09(b)(2) of the Adoption Agreement, by
the purchase and delivery of an annuity contract described in Sections 8.02
or 8.03.
(c) Notwithstanding the provisions of Section 8.01(b) above, if a
Participant's Account is, and at the time of any prior distribution was,
$3,500 or less, the balance of such Account shall be distributed in a lump
sum as soon as practicable following retirement, disability, death or other
termination of employment.
(d) Notwithstanding any provisions of the Plan to the contrary that would
otherwise limit a distributee's election under this subsection, a
distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an eligible rollover distribution
made after December 31, 1992 paid directly to the trustee or custodian of
an eligible retirement plan specified by the distributee in a direct
rollover. For purposes of this subsection:
(1) An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives(or joint life expectancies) of the
distributee and the distributee's designated Beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and the
portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(2) An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to
the surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(3) A distributee includes an Employee or former Employee. In addition,
the Employee's or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse or former
spouse.
(4) A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.
8.02. Annuity Distributions. If so provided in Section 1.09(b)(2), a
Participant may elect distributions made in whole or in part in the form of
an annuity contract subject to the provisions of Section 8.03.
(a) An annuity contract distributed under the Plan must be purchased from
an insurance company and must be nontransferable. The terms of an annuity
contract shall comply with the requirements of the Plan and distributions
under such contract shall be made in accordance with section 401(a)(9) of
the Code and the regulations thereunder.
(b) The payment period of an annuity contract distributed to the
Participant pursuant to this Section may be as long as the Participant
lives. If the annuity is payable to the Participant and his spouse or
designated Beneficiary, the payment period of an annuity contract may be
for as long as either the Participant or his spouse or designated
Beneficiary lives. Such an annuity may provide for an annuity certain
feature for a period not exceeding the life expectancy of the Participant.
If the annuity is payable to the Participant and his spouse such period may
not exceed the joint life and last survivor expectancy of the Participant
and his spouse, or, if the annuity is payable to the Participant and a
designated Beneficiary, the joint life and last survivor expectancy of the
Participant and such Beneficiary. If the Participant dies prior to the
commencement of his benefits, the payment period of an annuity contract
distributed to the Beneficiary of the Participant may be as long as the
Participant's Beneficiary lives, and may provide for an annuity certain
feature for a period not exceeding the life expectancy of the Beneficiary.
Any annuity contract distributed under the Plan must provide for
nonincreasing payments.
8.03. Joint and Survivor Annuities.
(a) Application. The provisions of this Section supersede any conflicting
provisions of the Plan; provided, however, that this Section shall not
apply if the Participant's Account does not exceed $3,500 prior to the
commencement of a distribution of any benefits under the Plan. A
Participant is described in this Section only if (i) the Participant has
elected distribution of his Account in the form of an annuity contract in
accordance with Section 8.02, or (ii) the Trustee has directly or
indirectly received a transfer of assets from another plan (including a
predecessor plan) to which Code section 401(a)(11) applies with respect to
such Participant. The provisions of this Section shall be applied to
comply with the requirements of Code Section 401(a)(9), to the extent not
inconsistent with the requirements of Code Sections 401(a)(11) and 417.
(b) Retirement Annuity. Unless the Participant elects to waive the
application of this subsection in a manner satisfying the requirements of
subsection (d) below, to the extent applicable to the Participant, within
the 90-day period preceding his Annuity Starting Date (which election may
be revoked, and if revoked, remade, at any time in such period), the vested
Account balance due any Participant to whom this subsection (b) applies
will be paid to him by the purchase and delivery to him of an annuity
contract described in Section 8.02 providing a life annuity only form of
benefit or, if the Participant is married as of his Annuity Starting Date,
providing an immediate annuity for the life of the Participant with a
survivor annuity for the life of the Participant's spouse (determined as of
the date of distribution of the contract) which is 50 percent of the amount
of the annuity which is payable during the joint lives of the Participant
and such spouse. The Participant may elect to receive distribution of his
benefits in the form of such annuity as of the earliest date on which he
could elect to receive retirement benefits under the Plan. Within the
period beginning 90 days prior to the Participant's Annuity Starting Date
and ending 30 days prior to such Date, the Administrator will provide such
Participant with a written explanation of (i) the terms and conditions of
the annuity contract described herein, (ii) the Participant's right to make
and the effect of an election to waive application of this subsection,
(iii) the rights of the Participant's spouse under subsection (d), and (iv)
the right to make, and the effect of a revocation of a previous election to
waive the qualified joint and survivor annuity.
(c) Annuity Death Benefit. Unless the Participant elects to waive the
application of this subsection in a manner satisfying the requirements of
subsection (d) below at any time within the applicable election period
(which election may be revoked, and if revoked, remade, at any time in
such period), if a married Participant to whom this Section applies dies
before his Annuity Starting Date, then notwithstanding any designation of a
Beneficiary to the contrary, 50 percent of his vested Account (including a
pro rata share of his Employee Contributions if any, and income thereon)
will be applied to purchase an annuity contract described in Section 8.03
providing an annuity for the life of the Participant's surviving spouse,
which contract will then be promptly distributed to such spouse. In lieu
of the purchase of such an annuity contract, the spouse may elect in
writing to receive distributions under the Plan as if he or she had been
designated by the Participant as his Beneficiary with respect to 50 percent
of his Account. For purposes of this subsection, the applicable election
period will commence on the first day of the Plan Year in which the
Participant attains age 35 and will end on the date of the Participant's
death, provided that in the case of a Participant who terminates his
employment the applicable election period with respect to benefits accrued
prior to the date of such termination will in no event commence later than
the date of his termination of employment. A Participant may elect to
waive the application of this subsection prior to the Plan Year in which he
attains age 35, provided that any such waiver will cease to be effective as
of the first day of the Plan Year in which the Participant attains age 35.
The remaining 50 percent of a deceased Participant's Account shall be
payable in accordance with Sections 7.04 and 8.01.
The Administrator will provide a Participant to whom this subsection
applies with a written explanation with respect to the annuity death
benefit described in this subsection (c) comparable to that required under
subsection (b) above. Such explanation shall be furnished within whichever
of the following periods ends last: (i) the period beginning with the
first day of the Plan Year in which the Participant reaches age 32 and
ending with the end of the Plan Year preceding the Plan Year in which he
reaches age 35, (ii) a reasonable period ending after the Employee becomes
a Participant, (iii) a reasonable period ending after this Section 8.03
first becomes applicable to the Participant in accordance with Section
8.04(a), (iv) in the case of a Participant who separates from service
before age 35, a reasonable period of time ending after separation from
service. For purposes of the preceding sentence, the two-year period
beginning one year prior to the date of the event described in clause (ii),
(iii) or (iv), whichever is applicable, and ending one year after such date
shall be considered reasonable, provided, that in the case of a Participant
who separates from service under (iv) above and subsequently recommences
employment with the Employer, the applicable period for such Participant
shall be redetermined in accordance with this subsection.
(d) Requirements of Elections. This subsection will be satisfied with
respect to a waiver or designation which is required to satisfy this
subsection if such waiver or designation is in writing and either
(1) the Participant's spouse consents thereto in writing, which consent
must acknowledge the effect of such waiver or designation and be witnessed
by a notary public or Plan representative, or
(2) the Participant establishes to the satisfaction of the Administrator
that the consent of the Participant's spouse cannot be obtained because
there is no spouse, because the spouse cannot be located or because of such
other circumstances as the Secretary of Treasury may prescribe.
Any consent by a spouse, or establishment that the consent of a spouse
may not be obtained, will be effective only with respect to a specific
Beneficiary (including any class of beneficiaries or any contingent
beneficiaries) or form of benefits (for which the Participant is otherwise
eligible in accordance with Section 8.01) identified in the Participant's
waiver or designation, unless the consent of the spouse expressly permits
designations by the Participant without any requirement of further consent
by the spouse. A consent which permits such designations by the
Participant shall acknowledge that the spouse has the right to limit
consent to a specific Beneficiary and form of benefits and that the spouse
voluntarily elects to relinquish both such rights. A consent by a spouse
shall be irrevocable once made. Any such consent, or establishment that
such consent may not be obtained, will be effective only with respect to
such spouse. For purposes of subsections (b) and (c) above, no consent of
a spouse shall be valid unless the notice required by such subsection,
whichever is applicable, has been provided to the Participant.
(e) Former Spouse. For purposes of this Section 8.03, a former spouse of
a Participant will be treated as the spouse or surviving spouse of the
Participant, and a current spouse will not be so treated, to the extent
required under a qualified domestic relations order, as defined in section
414(p) of the Code.
(f) Vested Account Balance. For purposes of this Section, vested Account
balance shall include the aggregate value of the Participant's vested
Account balance derived from Employer and Employee Contributions (including
rollovers), whether vested before or upon death. The provisions of this
Section shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee Contributions, or both, at the time of
death or distribution. A Participant's vested Account balance shall not
include deductible voluntary employee contributions.
8.04. Installment Distributions. This Section shall be interpreted and
applied in accordance with the regulations under section 401(a)(9) of the
Code, including the minimum distribution incidental benefit requirement of
section 1.401(a)(9)-2 of the regulations.
(a) In General. If a Participant's benefit may be distributed in
accordance with Section 8.01(b)(1), the amount to be distributed for each
calendar year for which a minimum distribution is required shall be at
least an amount equal to the quotient obtained by dividing the
Participant's interest in his Account by the life expectancy of the
Participant or Beneficiary or the joint life and last survivor expectancy
of the Participant and his Beneficiary, whichever is applicable. For
calendar years beginning before January 1, 1989, if a Participant's
Beneficiary is not his spouse, the method of distribution selected must
insure that at least 50 percent of the present value of the amount
available for distribution is paid within the life expectancy of the
Participant. For calendar years beginning after December 31, 1988 the
amount to be distributed for each calendar year shall not be less than an
amount equal to the quotient obtained by dividing the Participant's
interest in his Account by the lesser of (i) the applicable life expectancy
under Section 8.01(b), or (ii) if a Participant's Beneficiary is not his
spouse, the applicable divisor determined under section 1.401(a)(9)-2, Q&A
4 of the Proposed Treasury Regulations, or any successor regulations of
similar import. Distributions after the death of the Participant shall be
made using the applicable life expectancy under (i) above, without regard
to section 1.401(a)(9)-2 of such regulations.
The minimum distribution required under this subsection (a) for the
calendar year immediately preceding the calendar year in which the
Participant's required beginning date, as determined under Section
8.09(a)(2), occurs shall be made on or before the Participant's required
beginning date, as so determined. Minimum distributions for other calendar
years shall be made on or before the close of such calendar year. The
maximum payout period under this subsection may not exceed the life
expectancy of the Participant and his Beneficiary.
(b) Additional Requirements for Distributions After Death of Participant.

(1) Distribution beginning after Death. If the Participant dies before
distribution of his benefits has begun, distributions shall be made in
accordance with the provisions of this paragraph. Distributions under
Section 8.01(a) shall be completed by the close of the calendar year in
which the fifth anniversary of the death of the Participant occurs.
Distributions under Section 8.01(b) shall commence, if the Beneficiary is
not the Participant's spouse, not later than the close of the calendar year
immediately following the calendar year in which the death of the
Participant occurs. Distributions under Section 8.01(b) to a Beneficiary
who is the Participant's surviving spouse shall commence not later than the
close of the calendar year in which the Participant would have attained age
70 1/2 or, if later, the close of the calendar year immediately following
the calendar year in which the death of the Participant occurs. In the
event such spouse dies prior to the date distribution to him or her
commences, he or she will be treated for purposes of this subsection (other
than the preceding sentence) as if he or she were the Participant. If the
Participant has not designated a Beneficiary, or the Participant or
Beneficiary has not effectively selected a method of distribution,
distribution of the Participant's benefit shall be completed by the close
of the calendar year in which the fifth anniversary of the death of the
Participant occurs.
Any amount paid to a child of the Participant will be treated as if it
had been paid to the surviving spouse if the amount becomes payable to the
surviving spouse when the child reaches the age of majority.
For purposes of this subsection (b)(1), the life expectancy of a
Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant's spouse irrevocably elects otherwise prior
to the time distributions are required to begin. Life expectancy shall be
computed in accordance with the provisions of subsection (a) above.
(2) Distribution beginning before Death. If the Participant dies after
distribution of his benefits has begun, distributions to the Participant's
Beneficiary will be made at least as rapidly as under the method of
distribution being used as of the date of the Participant's death.
For purposes of this Section 8.04(b), distribution of a Participant's
interest in his Account will be considered to begin as of the Participant's
required beginning date, as determined under Section 8.08(b). If
distribution in the form of an annuity irrevocably commences prior to such
date, distribution will be considered to begin as of the actual date
distribution commences.
Distributions under Section 8.04(b) shall be subject to the spousal
consent requirements set forth in Section 7.04 or, if applicable, Section
8.03(d).
(c) Life Expectancy. For purposes of this Section, life expectancy shall
be recalculated annually in the case of the Participant or a Beneficiary
who is the Participant's spouse unless the Participant or Beneficiary
irrevocably elects otherwise prior to the time distributions are required
to begin. If not recalculated in accordance with the foregoing, life
expectancy shall be calculated using the attained age of the Participant or
Beneficiary, whichever is applicable, as of such individual's birth date in
the first year for which a minimum distribution is required reduced by one
for each elapsed calendar year since the date life expectancy was first
calculated. For purposes of this Section, life expectancy and joint life
and last survivor expectancy shall be computed by use of the expected
return multiples in Table V and VI of section 1.72-9 of the income tax
Regulations.
A Participant's interest in his Account for purposes of this Section 8.04
shall be determined as of the last valuation date in the calendar year
immediately preceding the calendar year for which a minimum distribution is
required, increased by the amount of any contributions allocated to, and
decreased by any distributions from, such Account after the valuation date.
Any distribution for the first year for which a minimum distribution is
required made after the close of such year shall be treated as if made
prior to the close of such year.
8.05. Immediate Distributions. If the Account balance distributable to a
Participant exceeds, or at the time of any prior distribution exceeded,
$3,500, no distribution will be made to the Participant before he reaches
his Normal Retirement Age (or age 62, if later), unless the written consent
of the Participant has been obtained. Such consent shall be made in
writing within the 90-day period ending on the Participant's Annuity
Starting Date. Within the period beginning 90 days before the
Participant's Annuity Starting Date and ending 30 days before such Date,
the Administrator will provide such Participant with written notice
comparable to the notice described in Section 8.04(b) containing a general
description of the material features and an explanation of the relative
values of the optional forms of benefit available under the Plan and
informing the Participant of his right to defer receipt of the distribution
until his Normal Retirement Age (or age 62, if later).
The consent of the Participant's spouse must also be obtained if the
Participant is subject to the provisions of Section 8.03(a), unless the
distribution will be made in the form of the applicable retirement annuity
contract described in Section 8.03(b). A spouse's consent to early
distribution, if required, must satisfy the requirements of Section
8.03(d).
Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy
Section 401(a)(9) or Section 415 of the Code. In addition, upon
termination of this Plan, if the Plan does not offer an annuity option
(purchased from a commercial provider) and if the Employer or entity within
the same controlled group as the Employer does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined
in Section 4975(e)(7) of the Code), the Participant's account balance will,
without the Participant's consent, be distributed to the Participant.
However, if any entity within the same controlled group as the Employer
maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code) then the
Participant's account balance will be transferred, without the
Participant's consent, to the other plan if the Participant does not
consent to an immediate distribution.
8.06. Determination of Method of Distribution. The Participant will
determine the method of distribution of benefits to himself and may
determine the method of distribution to his Beneficiary. Such
determination will be made prior to the time benefits become payable under
the Plan. If the Participant does not determine the method of distribution
to his Beneficiary or if the Participant permits his Beneficiary to
override his determination, the Beneficiary, in the event of the
Participant's death, will determine the method of distribution of benefits
to himself as if he were the Participant. A determination by the
Beneficiary must be made no later than the close of the calendar year in
which distribution would be required to begin under Section 8.04(b) or, if
earlier, the close of the calendar year in which the fifth anniversary of
the death of the Participant occurs.
8.07. 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 of benefits that such Participant or Beneficiary shall receive and (in
the case of distributions to a Participant) the name of any designated
Beneficiary or Beneficiaries.
8.08. Time of Distribution. In no event will distribution to a Participant
be made later than the earlier of the dates described in (a) and (b) below:
(a) Absent the consent of the Participant (and his spouse, if
appropriate), the 60th day after the close of the Plan Year in which occurs
the latest of the date on which the Participant attains age 65 (or normal
retirement age, if earlier), the date on which the Participant ceases to be
employed by the Employer, or the 10th anniversary of the year in which the
Participant commenced participation in the Plan; provided, the failure of a
Participant and his spouse, if appropriate, to consent to a distribution
after the Participant's Account becomes distributable but prior to the
later of the Participant's normal retirement age or age 62 shall be deemed
to be an election to defer commencement of payment of any benefit
sufficient to satisfy this section; and
(b) April 1 of the calendar year first following the calendar year in
which the Participant attains age 70 1/2 or, in the case of a Participant
who had attained age 70 1/2 before January 1, 1988, the required beginning
date determined in accordance with (1) or (2) below:
(1) The required beginning date of a Participant who is not a 5-percent
owner is the first day of April of the calendar year following the calendar
year in which the later of retirement or attainment of age 70-1/2 occurs.
(2) The required beginning date of a Participant who is a 5-percent owner
during any year beginning after December 31, 1979, is the first day of
April following the later of:
(i) the calendar year in which the Participant attains age 70-1/2, or
(ii) the earlier of the calendar year with or within which ends the Plan
Year in which the Participant becomes a 5-percent owner, or the calendar
year in which the Participant retires.
Notwithstanding the foregoing, in the case of a Participant who
attained age 70 1/2 during 1988 and who had not retired prior to January 1,
1989, the required beginning date described in this paragraph shall be
April 1, 1990.
Notwithstanding (a) above, the failure of a Participant (and spouse) to
consent to a distribution while a benefit is immediately distributable,
within the meaning of Section 8.05, shall be deemed to be an election to
defer commencement of payment of any benefit sufficient to satisfy (a)
above.
Once distributions have begun to a 5-percent owner under (b) above, they
must continue to be distributed, even if the Participant ceases to be a
5-percent owner in a subsequent year.
For purposes of (b) above, a Participant is treated as a 5-percent owner
if such Participant is a 5-percent owner as defined in section 416(i) of
the Code (determined in accordance with section 416 but without regard to
whether the Plan is top-heavy) at any time during the Plan Year ending with
or within the calendar year in which such owner attains age 66-1/2 or any
subsequent Plan Year.
8.09. Whereabouts of Participants and Beneficiaries. The Administrator
will at all times be responsible for determining the whereabouts of each
Participant or Beneficiary who may be entitled to benefits under the Plan
and will at all times be responsible for instructing the Trustee in writing
as to the current address of each such Participant or Beneficiary. The
Trustee will be entitled to rely on the latest written statement received
from the Administrator as to such addresses. The Trustee will be under no
duty to make any distributions under the Plan unless and until it has
received written instructions from the Administrator satisfactory to the
Trustee containing the name and address of the distributee, the time when
the distribution is to occur, and the form which the distribution will
take. Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is
unable to make such distribution because the whereabouts of the distributee
is unknown, the Trustee will notify the Administrator of such situation and
thereafter the Trustee will be under no duty to make any further
distributions to such distributee until it receives further written
instructions from the Administrator. If a benefit is forfeited because the
Participant or Beneficiary cannot be found, such benefit will be reinstated
if a claim is made by the Participant or Beneficiary.
Article 9. Top-Heavy Provisions.
9.01. Application. If the Plan is or becomes a Top-Heavy Plan in any Plan
Year or is automatically deemed to be Top-Heavy in accordance with the
Employer's election in Section 1.10(a)(1) of the Adoption Agreement, the
provisions of this Article 9 shall supersede any conflicting provision in
the Plan.
9.02. Definitions. For purposes of this Article 9, the following terms
have the meanings set forth below:
(a) Key Employee. Any Employee or former Employee (and the Beneficiary
of any such Employee) who at any time during the determination period was
(i) an officer of the Employer or a Related Employer whose annual
compensation exceeds 50 percent of the dollar limitation under section
415(b)(1)(A) of the Code, (ii) an owner (or considered an owner under
section 318 of the Code) of one of the ten largest interests in the
Employer or a Related Employer if such individual's annual compensation
exceeds the dollar limitation under section 415(c)(1)(A) of the Code, (iii)
a 5-percent owner of the Employer, or (iv) a 1-percent owner of the
Employer who has annual compensation of more than $150,000. For purposes
of this paragraph, the determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of
who is a Key Employee shall be made in accordance with section 416(i)(1) of
the Code and the regulations thereunder. Annual compensation means
compensation as defined in Section 415(c)(3) of the Code, but including
amounts contributed by the Employer pursuant to a salary reduction
agreement which are excludible from the Employee's gross income under
Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of
the Code.
(b) Top-Heavy Plan. The Plan is a Top-Heavy Plan if any of the following
conditions exists:
(1) the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is
not part of any Required Aggregation Group or Permissive Aggregation Group;
(2) the Plan is a part of a Required Aggregation Group but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio for the Required
Aggregation Group exceeds 60 percent; or
(3) the Plan is a part of a Required Aggregation Group and a Permissive
Aggregation Group and the Top-Heavy Ratio for both Groups exceeds 60
percent.
(c) Top-Heavy Ratio.
(1) With respect to this Plan, or with respect to any Required
Aggregation Group or Permissive Aggregation Group that consists solely of
defined contribution plans (including any simplified employee pension
plans) and the Employer has not maintained any defined benefit plan which
during the 5-year period ending on the determination date(s) has or has had
accrued benefits, the Top-Heavy Ratio is a fraction, the numerator of which
is the sum of the account balances of all Key Employees under the plans as
of the Determination Date (including any part of any account balance
distributed in the 5-year period ending on the Determination Date), and the
denominator of which is the sum of all account balances (including any part
of any account balance distributed in the 5-year period ending on the
Determination Date) of all participants under the plans as of the
Determination Date, both computed in accordance with Code Section 416 and
the regulations thereunder. Both the numerator and denominator of the
Top-Heavy Ratio shall be increased, to the extent required by Code Section
416, to reflect any contribution which is due but unpaid as of the
Determination Date.
(2) With respect to any Required Aggregation Group or Permissive
Aggregation Group that includes one or more defined benefit plans which,
during the 5-year period ending on the Determination Date, has covered or
could cover a Participant in this Plan, the Top-Heavy Ratio is a fraction,
the numerator of which is the sum of the account balances under the defined
contribution plans for all Key Employees and the present value of accrued
benefits under the defined benefit plans for all Key Employees, and the
denominator of which is the sum of the account balances under the defined
contribution plans for all participants and the present value of accrued
benefits under the defined benefit plans for all participants. Both the
numerator and denominator of the Top-Heavy Ratio shall be increased for any
distribution of an account balance or an accrued benefit made in the 5-year
period ending on the Determination Date and any contribution due but
unpaid as of the Determination Date.
(3) For purposes of (1) and (2) above, the value of account balances and
the present value of accrued benefits will be determined as of the
Valuation Date, except as provided in section 416 of the Code and the
regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a participant
(i) who is not a Key Employee but who was a Key Employee in a prior year,
or (ii) who has not been credited with at least one Hour of Service with
the Employer at any time during the 5-year period ending on the
Determination Date, will be disregarded. The calculation of the Top-Heavy
Ratio, and the extent to which distributions, rollovers, and transfers are
taken into account, shall be made in accordance with section 416 of the
Code and the regulations thereunder. Deductible employee contributions
shall not be taken into account for purposes of computing the Top-Heavy
Ratio. When aggregating plans, the value of account balances and accrued
benefits shall be calculated with reference to the Determination Dates that
fall within the same calendar year.
For purposes of determining if the Plan, or any other plan included in a
Required Aggregation Group of which this Plan is a part, is a Top-Heavy
Plan, the accrued benefit in a defined benefit plan of an employee other
than a Key Employee shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Employer, or (b) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of section 411(b)(1)(C) of the Code.
(d) Permissive Aggregation Group. The Required Aggregation Group plus any
other qualified plans of the Employer or a Related Employer which, when
considered as a group with the Required Aggregation Group, would continue
to satisfy the requirements of sections 401(a)(4) and 410 of the Code.
(e) Required Aggregation Group.
(1) Each qualified plan of the Employer or Related Employer in which at
least one Key Employee participates, or has participated at any time during
the determination period (regardless of whether the plan has terminated),
and
(2) any other qualified plan of the Employer or Related Employer which
enables a plan described in (1) above to meet the requirements of sections
401(a)(4) or 410 of the Code.
(f) Determination Date. For any Plan Year of the Plan subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, the last day of that Plan Year.
(g) Valuation Date. The Determination Date.
(h) Present Value. Present value shall be based only on the interest rate
and mortality table specified in the Adoption Agreement.
9.03. Minimum Contribution.
(a) Except as otherwise provided in (b) and (c) below, the Fixed and/or
Discretionary Employer Contributions made on behalf of any Participant who
is not a Key Employee shall not be less than the lesser of 3 percent (or
other percent elected in Section 1.10(c)) of such Participant's
Compensation or, in the case where the Employer has no defined benefit plan
which designates this Plan to satisfy section 401 of the Code, the largest
percentage of Employer contributions, as a percentage of the Key Employee's
Compensation, as limited by Code Section 401(a)(17), made on behalf of any
Key Employee for that year. If the Employer selected the Integrated
Formula in Section 1.04(c)(1)(ii)(B) or Section 1.04(c)(2)(ii), the minimum
contribution shall be determined under subsection (e) of this Section.
Further, the minimum contribution under this Section 9.03 shall be made
even though, under other Plan provisions, the Participant would not
otherwise be entitled to receive a contribution, or would have received a
lesser contribution for the year, because (i) the Participant failed to
complete 1,000 Hours of Service or any equivalent service requirement
provided in the Adoption Agreement; or (ii) the Participant's Compensation
was less than a stated amount.
(b) With respect to a Plan using the Non-standardized Adoption Agreement,
the provisions of (a) above and (c) below shall not apply to any
Participant who was not employed by the Employer on the last day of the
Plan Year.
(c) The Employer contributions for the Plan Year made on behalf of each
Participant who is not a Key Employee and who is a participant in a defined
benefit plan maintained by the Employer shall not be less than 5 percent of
such Participant's Compensation.
(d) The minimum contribution required under (a) above (to the extent
required to be nonforfeitable under Section 416(b) of the Code) may not be
forfeited under section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
(e) If the Employer elected an Integrated Formula in Section
1.04(c)(1)(ii)(B) or Section 1.04(c)(2)(ii), "2.7%" shall be substituted
for "5.7%" in Section 4.06(b)(1), and the allocation steps in Section
4.06(b) shall be preceded by the following steps:
(1) The Discretionary Employer Contribution will be allocated to each
eligible Participant (as determined under this Section 9.03) in the ratio
that the Participant's Compensation bears to all Participants'
Compensation, but not in excess of 3% (or such other percent elected by the
Employer in Section 1.10(c).
(2) Any Discretionary Employer Contributions remaining after (e)(1) above
will be allocated to each eligible Participant in the ratio that the
Participant's Excess Compensation for the Plan Year bears to the Excess
Compensation of all eligible Participants, but not in excess of 3% (or such
other percent elected by the Employer in Section 1.10(c).
9.04. Adjustment to the Limitation on Contributions and Benefits. If this
Plan is in Top-Heavy status, the number 100 shall be substituted for the
number 125 in subsections (e)(3) and (e)(4) of Section 5.03. However, this
substitution shall not take effect with respect to this Plan in any Plan
Year in which the following requirements are satisfied:
(a) The Employer contributions for such Plan Year made on behalf of each
Participant who is not a Key Employee and who is a participant in a defined
benefit plan maintained by the Employer is not less than 7 1/2 percent of
such Participant's Compensation.
(b) The sum of the present value as of the Determination Date of (i) the
aggregate accounts of all Key Employees under all defined contribution
plans of the Employer and (ii) the cumulative accrued benefits of all Key
Employees under all defined benefit plans of the Employer does not exceed
90 percent of the same amounts determined for all participants under all
plans of the Employer that are Top-Heavy Plans, excluding account values
and accrued benefits for Employees who formerly were but are no longer Key
Employees.
The substitutions of the number 100 for 125 shall not take effect in any
limitation Year with respect to any Participant for whom no benefits are
accrued or contributions made for such Year.
Article 10. Amendment and Termination.
10.01. Amendment by Employer. The Employer reserves the authority, subject
to the provisions of Article 1 and Section 10.03, to amend the Plan:
(a) Changing Elections Contained in the Adoption Agreement. 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 to be effective on the
effective date of such amended Adoption Agreement except that retroactive
changes to a previous election or elections pursuant to the regulations
issued under Section 401(a)(4) of the Code shall be permitted. 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 sections 415 or 416
of the Code because of the required aggregation of multiple plans by
completing overriding Plan language in the Adoption Agreement. The
Employer may also add certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not
cause the Plan to be treated as an individually designed plan; or
(b) Other Changes. By amending any provision of the Plan for any reason
other than those specified in (a) above. However, upon making such
amendment, including a waiver of the minimum funding requirement under
Section 412(d) of the Code, the Employer may no longer participate in this
prototype plan arrangement and will be deemed to have an individually
designed plan. Following such amendment, the Trustee will transfer the
assets of the Trust to the trust forming part of such newly adopted plan
upon receipt of sufficient evidence (such as a determination letter or
opinion letter from the Internal Revenue Service or an opinion of counsel
satisfactory to the Trustee) that such trust will be a qualified trust
under the Code.
10.02. Amendment by Fidelity. Fidelity may in its discretion amend the
Plan or the Adoption Agreement at any time, subject to the provisions of
Article 1 and Section 10.03, and provided that Fidelity mails a copy of
such amendment to the Employer at its last known address as shown on the
books of Fidelity. For purposes of Sponsoring Organization amendments,
Fidelity shall be recognized as the agent of the Sponsoring Organization.
If the Sponsoring Organization does not adopt the amendments made by
Fidelity, the plan will no longer be identical to or contain only minor
modifications to Fidelity's mass submitter institutional prototype plan.
10.03. Amendments Affecting Vested and/or Accrued Benefits.
(a) Except as permitted by Section 10.04, no amendment to the Plan shall
be effective to the extent that it has the effect of decreasing a
Participant's Account balance or eliminating an optional form of benefit
with respect to benefits attributable to service before the amendment.
Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his Account, determined as of
the later of the date the amendment is adopted or the date it becomes
effective, will not be less than the Participant's nonforfeitable interest
in his Account determined without regard to such amendment.
(b) If the Plan's vesting schedule is amended, including any amendment
resulting from a change to or from Top-Heavy Plan status, or the Plan is
amended in any way that directly or indirectly affects the computation of a
Participant's nonforfeitable interest in his Account, each Participant with
at least three (3) Years of Service for Vesting with the Employer may
elect, within a reasonable period after the adoption of the amendment, to
have the nonforfeitable percentage of his Account computed under the Plan
without regard to such amendment. The Participant's election may be made
within 60 days from the latest of (i) the date the amendment is adopted;
(ii) the date the amendment becomes effective; or (iii) the date the
Participant is issued written notice of the amendment by the Employer or
the Administrator.
10.04. Retroactive Amendments. An amendment made by Fidelity (or by
Fidelity as agent of the Sponsoring Organization) in accordance with
Section 10.02 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 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 10.01.
10.05. 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.
10.06. Distribution upon Termination of the Plan. Upon termination or
partial termination of the Plan or complete discontinuance of contributions
thereunder, each Participant (including a terminated Participant in respect
of amounts not previously forfeited by him) who is affected by such
termination or partial termination or discontinuance will have a fully
vested interest in his Account, and, subject to Sections 8.03 and 8.04, the
Trustee will distribute to each Participant or other person entitled to
distribution the balance of the Participant's Account in a single lump sum
payment. In the absence of such instructions, the Trustee will notify the
Administrator of such situation and the Trustee will be under no duty to
make any distributions under the Plan until it receives written
instructions from the Administrator. Upon the completion of such
distributions, the Trust will terminate, the Trustee will be relieved from
all liability under the Trust, and no Participant or other person will have
any claims thereunder, except as required by applicable law.
10.07. Merger or Consolidation of Plan; Transfer of Plan Assets. In case
of any merger or consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other plan, provision must be made so that
each Participant would, if the Plan then terminated, receive a benefit
immediately after the merger, consolidation or transfer which is equal to
or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer if the Plan had
then terminated.
Article 11. Amendment and Continuation of Predecessor Plan; Transfer of
Funds to or from Other Qualified Plans.
11.01. Amendment and Continuation of Predecessor Plan. In the event the
Employer has previously established a plan (the "predecessor plan") which
is a defined contribution plan under the Code and which on the date of
adoption of the Plan meets the applicable requirements of section 401(a) of
the Code, the Employer may, in accordance with the provisions of the
predecessor plan, amend and continue the predecessor plan in the form of
the Plan and become the Employer hereunder, subject to the following:
(a) Subject to the provisions of the Plan, each individual who was a
participant or former participant in the predecessor plan immediately prior
to the effective date of such amendment and continuation will become a
Participant or former Participant in the Plan;
(b) No election may be made under the vesting provisions of the Adoption
Agreement if such election would reduce the benefits of a Participant under
the Plan to less than the benefits to which he would have been entitled if
he voluntarily separated from the service of the Employer immediately prior
to such amendment and continuation;
(c) No amendment to the plan shall decrease a participant's accrued
benefit or eliminate an optional form of benefit;
(d) The amounts standing to the credit of a participant's account
immediately prior to such amendment and continuation which represent the
amounts properly attributable to (i) contributions by the participant and
(ii) contributions by the Employer and forfeitures will constitute the
opening balance of his Account or Accounts under the Plan;
(e) Amounts being paid to a former participant or to a beneficiary in
accordance with the provisions of the predecessor plan will continue to be
paid in accordance with such provisions;
(f) Any beneficiary designation in effect after August 23, 1984, under the
predecessor plan immediately before such amendment and continuation will be
deemed a valid designation of Beneficiary under Section 8.04 if such
designation satisfies the requirements of Section 8.04(d), unless and until
the Participant revokes such designation or designates a new Beneficiary
under the Plan; and
(g) Unless the Employer and the Trustee agree otherwise, all assets of the
predecessor trust will be deemed to be assets of the Trust as of the
effective date of such amendment. Such assets will be invested by the
Trustee as soon as reasonably practicable pursuant to Article 6. The
Employer agrees to assist the Trustee in any way requested by the Trustee
in order to facilitate the transfer of assets from the predecessor trust to
the Trust Fund.
11.02. Transfer of Funds from an Existing Plan. The Employer may from time
to time direct the Trustee, in accordance with such rules as the Trustee
may establish, to accept funds transferred for the benefit of Participants
from a trust forming part of another qualified plan under the Code,
provided such plan is a defined contribution plan. Such transferred assets
will become assets of the Trust as of the date they are received by the
Trustee. Such transferred amounts will be credited to Participants'
Accounts in accordance with their respective interests immediately upon
receipt by the Trustee in accordance with the provisions in paragraph (d)
of Section 11.01 as if such assets were transferred from a predecessor
plan. A Participant's interest under the Plan in transferred amounts which
were fully vested and nonforfeitable under the transferring plan will be
fully vested and nonforfeitable at all times. Such transferred assets will
be invested by the Trustee in accordance with the provisions of paragraph
(g) of Section 11.01 as if such assets were transferred from a predecessor
plan. Forms of benefit available under the transferee plan shall continue
to be offered under the Plan with respect to such transferred assets.
11.03. Acceptance of Assets by Trustee. The Trustee will not accept assets
which are not either in a medium proper for investment under the Plan, as
set forth in Section 1.12(b), or in cash. Such assets shall be accompanied
by written instructions showing separately the respective contributions by
the prior employer and by the employee, and identifying the assets
attributable to such contributions. The Trustee shall establish such
accounts as may be necessary or appropriate to reflect such contributions
under the Plan. The Trustee shall hold such assets for investment in
accordance with the provisions of Article 6, and shall in accordance with
the written instructions of the Employer make appropriate credits to the
Accounts of the Participants for whose benefit assets have been
transferred.
11.04. Transfer of Assets from Trust. The Employer may direct the Trustee
to transfer all or a specified portion of the Trust assets to any other
plan or plans maintained by the Employer or the employer or employers of a
former Participant or Participants, provided that the Trustee has received
evidence satisfactory to it that such other plan meets all applicable
requirements of the Code and that spousal consent to such benefit transfer
has been obtained if such consent is legally required. The assets so
transferred shall be accompanied by written instructions from the Employer
naming the persons for whose benefit such assets have been transferred,
showing separately the respective contributions by the Employer and by each
Participant, if any, and identifying the assets attributable to the various
contributions. The Trustee shall have no further liabilities with respect
to assets so transferred.
Article 12. Miscellaneous.
12.01. Communication to Participants. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.
12.02. 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. It is a condition of the Plan, and
each Participant expressly agrees by his participation herein, that each
Participant will look solely to the assets held in the Trust for the
payment of any benefit to which he is entitled under the Plan.
12.03. 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. The preceding sentence
shall also apply to the creation, assignment, or recognition of a right to
any benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined by the Plan Administrator
to be a qualified domestic relations order, as defined in section 414(p) of
the Code, or any domestic relations order entered before January 1, 1985.
A domestic relations order will not fail to be deemed a qualified domestic
relations order merely because it requires the distribution or segregation
of all or part of a Participant's Account with respect to an alternate
payee before the Participant's death, disability, hardship or termination
of employment, and distributions shall be made, or Accounts segregated,
pursuant to the terms of any qualified domestic relations order.
12.04. Facility of Payment. In the event the Administrator determines, on
the basis of medical reports or other evidence satisfactory to the
Administrator, that the recipient of any benefit payments under the Plan is
incapable of handling his affairs by reason of minority, illness, infirmity
or other incapacity, the Administrator may direct the Trustee to disburse
such payments to a person or institution designated by a court which has
jurisdiction over such recipient or a person or institution otherwise
having the legal authority under State law for the care and control of such
recipient. The receipt by such person or institution of any such payments
shall be complete acquittance therefor, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the payment of
benefits hereunder to such recipient.
12.05. 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 and any regulations
issued or forms adopted by the Treasury Department thereunder or under the
provisions of ERISA and any regulations issued or forms adopted by the
Labor Department thereunder.
12.06. Effect of Failure to Qualify under Code. Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain
approval of the Plan by the Internal Revenue Service as a qualified plan
under the Code, the Employer may no
longer participate in this prototype Plan arrangement and will be deemed to
have an individually designed plan.
12.07. 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 Adoption
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.
12.08. 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 Trustee's state of domicile.
Article 13. Plan Administration.
13.01. Powers and Responsibilities of the Administrator. The Administrator
has the full discretionary power and the full responsibility to administer
the Plan in all of its details, subject, however, to the 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
13.03;
(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 and to provide for the
distribution of rollover notices in accordance with Code Section 402(f);
(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 fiduciary
responsibilities in accordance with Section 405 of ERISA;
(k) To take any and all other actions the Administrator determines to be
necessary or appropriate to effect its responsibilities as such.
13.02. 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.
13.03. 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.
13.04. Named Fiduciary. The Administrator is a "named fiduciary" for
purposes of Section 402(a)(1) of ERISA and has the powers and
responsibilities with respect to the management and operation of the Plan
described herein.
13.05. Costs of Administration. Unless paid by the Employer, all
reasonable costs and expenses incurred by the Administrator and the Trustee
in administering the Plan and Trust will be paid from the Trust Fund and
will, unless allocable to the Accounts of particular Participants, be
charged against the Accounts of all Participants on a pro rata basis.
ARTICLE 14. Trust Agreement.
14.01. Acceptance of Trust Responsibilities. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan.
By executing the Adoption Agreement, the Trustee agrees to accept the
rights, duties and responsibilities set forth in this Article 14.
14.02. Establishment of Trust Fund. A trust is hereby established under
the Plan and the Trustee will open and maintain a Trust account for the
Plan and, if so agreed with the Administrator, Participants' Accounts for
such individuals as the Employer shall from time to time give written
notice to the Trustee are Participants in the Plan. The Trustee will
accept and hold in the Trust Fund such contributions on behalf of
Participants as it may receive from time to time from the Employer. The
Trust Fund shall be fully invested and reinvested in accordance with the
applicable provisions of the Plan in Fidelity Funds or, to the extent
permitted, in other Fund Shares, except as provided in Section 14.04.
14.03. Exclusive Benefit. The Trustee shall hold the assets of the Trust
Fund for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the
Plan. No assets of the Plan shall revert to the Employer except as
specifically permitted by the terms of the Plan.
14.04. Powers of Trustee. In addition to and not in limitation of such
powers as the Trustee has by law or under any other provisions of the Plan,
the Trustee shall have the following powers:
(a) to deal with all or any part of the Trust Fund and to invest all or a
part of the Trust Fund in investments available under the Plan, without
regard to the law of any state regarding proper investment;
(b) to retain uninvested such cash as may be deemed necessary or
advisable, without liability for interest thereon, for the administration
of the Trust;
(c) to sell, convert, redeem, exchange, or otherwise dispose of all or any
part of the assets constituting the Trust Fund;
(d) to enforce by suit or otherwise, or to waive, its rights on behalf of
the Trust, and to defend claims asserted against it or the Trust, provided
that the Trustee is indemnified to its satisfaction against liability and
expenses;
(e) to compromise, adjust and settle any and all claims against or in
favor of it or the Trust;
(f) to oppose, or participate in and consent to the reorganization,
merger, consolidation, or readjustment of the finances of any enterprise,
to pay assessments and expenses in connection therewith, and to deposit
securities under deposit agreements;
(g) to apply for or purchase annuity contracts in accordance with Section
8.02;
(h) to employ such agents and counsel as may be reasonably necessary in
carrying out its duties hereunder and to pay them reasonable compensation;
(i) to hold securities unregistered, or to register them in its own name
or in the name of nominees;
(j) to appoint custodians to hold investments within the jurisdiction of
the district courts of the United States and to deposit securities with
stock clearing corporations or depositories or similar organizations;
(k) to make, execute, acknowledge and deliver any and all investments that
it deems necessary or appropriate to carry out the powers herein granted;
and
(l) generally to exercise any of the powers of an owner with respect to
all or any part of the Trust Fund.
Except to the extent authorized in accordance with Section 6.04, the
Trustee shall serve as a directed trustee and shall not have any
discretionary authority with respect to the Trust Fund, nor shall the
Trustee have any authority to provide any investment advice or
recommendations with respect to the Trust Fund. The Trustee may only be
authorized to exercise discretionary investment authority or render
investment advice or recommendations with respect to the Trust Fund in
accordance with the requirements of Section 6.04.
In no event shall the Trustee exercise any of its powers in any manner
inconsistent with the provisions of the Plan or ERISA.
The Employer specifically acknowledges and authorizes that affiliates of
the Trustee may act as its agent in the performance of ministerial,
nonfiduciary duties under the Trust. The expenses and compensation of such
agent shall be paid by the Trustee.
14.05. Accounts. The Trustee will keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 60 days after the
close of each Plan Year, within 60 days after termination of the Trust, and
at such other times as may be appropriate, the Trustee will determine the
then net fair market value of the Trust Fund as of the close of the Plan
Year, as of the termination of the Trust, or as of such other time,
whichever is applicable, and will render to the Employer and Plan
Administrator an account of its administration of the Trust during the
period since the last such accounting, including all allocations made by it
during such period.
14.06. Approving of Accounts. To the extent permitted by law, the written
approval of any account by the Employer or Plan Administrator will be final
and binding, as to all matters and transactions stated or shown therein,
upon the Employer, Plan Administrator, Participants and all persons who
then are or thereafter become interested in the Trust. The failure of the
Employer or Plan Administrator to notify the Trustee within six (6) months
after the receipt of any account of its objection to the account will, to
the extent permitted by law, be the equivalent of written approval. If the
Employer or Plan Administrator files any objections within such six (6)
month period with respect to any matters or transactions stated or shown in
the account, and the Employer or Plan Administrator and the Trustee cannot
amicably settle the question raised by such objections, the Trustee will
have the right to have such questions settled by judicial proceedings.
Nothing herein contained will be construed so as to deprive the Trustee of
the right to have judicial settlement of its accounts. In any proceeding
for a judicial settlement of any account or for instructions, the only
necessary parties will be the Trustee, the Employer and the Plan
Administrator.
14.07. Distribution from Trust Fund. The Trustee shall make such
distribution from the Trust Fund as the Employer or Plan Administrator may
in writing direct, as provided by the terms of the Plan, upon certification
by the Employer or Plan Administrator that the same is for the exclusive
benefit of Participants or their Beneficiaries, or for the payment of
expenses of administering the Plan.
14.08. Transfer of Amounts from Qualified Plan. If the Plan provides that
amounts may be transferred to the Plan from another qualified plan or trust
under section 401(a) of the Code, such transfer shall be made in accordance
with the provisions of the Plan and with such rules as may be established
by the Trustee. The Trustee shall not be responsible to ascertain whether
the transfer of amounts to this Plan in accordance with this Section 14.08
qualifies as a nontaxable trustee-to-trustee transfer under the Code and
regulations thereto. The Trustee will not accept assets which are not
either in a medium proper for investment under this Agreement or in cash.
Such amounts shall be accompanied by written instructions showing
separately the respective contributions by the prior employer and the
transferring Employee, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in
accordance with the provisions of this Agreement.
14.09. Transfer of Assets from Trust. Subject to the provisions of the
Plan, the Employer may direct the Trustee to transfer all or a specified
portion of the Trust assets to any other plan or plans maintained by the
Employer or the employer or employers of a former Participant or
Participants, provided that the Trustee has received evidence satisfactory
to it that such other plan meets all applicable requirements of the Code.
The Trustee shall not be responsible to ascertain whether the transfer of
amounts to another plan in accordance with this Section 14.09 qualifies as
a nontaxable trustee-to-trustee transfer under the Code and regulations
thereto. The assets so transferred shall be accompanied by written
instructions from the Employer naming the persons for whose benefit such
assets have been transferred, showing separately the respective
contributions by the Employer and by each Participant, if any, and
identifying the assets attributable to the various contributions. The
Trustee shall have no further liabilities with respect to assets so
transferred.
14.10. Voting; Delivery of Information. The Trustee shall deliver, or
cause to be executed and delivered, to the Employer or Plan Administrator
all notices, prospectuses, financial statements, proxies and proxy
soliciting materials received by the Trustee relating to securities held by
the Trust, and the Employer or Plan Administrator shall deliver these to
the appropriate Participant or the Beneficiary of a deceased Participant.
The Trustee shall undertake to deliver such materials directly to
Participants and Beneficiaries if so agreed with the Administrator. The
Trustee shall not vote any securities held by the Trust except in
accordance with the written instructions of the Participant or the
Beneficiary of the Participant, if the Participant is deceased; provided,
however, that the Trustee may, in the absence of instructions, vote
"present" for the sole purpose of allowing such shares to be counted for
establishment of a quorum at a shareholders' meeting.
14.11. Compensation and Expenses of Trustee. The Trustee's fee for
performing its duties hereunder will be such reasonable amounts as the
Trustee may from time to time specify by written agreement with the
Employer. Such fee, any taxes of any kind which may be levied or assessed
upon or in respect of the Trust Fund and any and all expenses, including
without limitation legal fees and expenses of administrative and judicial
proceedings, reasonably incurred by the Trustee in connection with its
duties and responsibilities hereunder will, unless paid by said Employer,
be paid from the Trust Fund and will, unless allocable to the Accounts of
particular Participants, be charged against the respective Accounts of all
Participants, in such reasonable manner as the Trustee may determine.
14.12. Reliance by Trustee on Other Persons. The Trustee may rely upon and
act upon any writing from any person authorized by the Employer or Plan
Administrator to give instructions concerning the Plan and may conclusively
rely upon and be protected in acting upon any written order from the
Employer or Plan Administrator or upon any other notice, request, consent,
certificate, or other instructions or paper reasonably believed by it to
have been executed by a duly authorized person, so long as it acts in good
faith in taking or omitting to take any such action. The Trustee need not
inquire as to the basis in fact of any statement in writing received from
the Employer or Plan Administrator.
The Trustee will be entitled to rely on the latest certificate it has
received from the Employer or Plan Administrator as to any person or
persons authorized to act for the Employer or Plan Administrator hereunder
and to sign on behalf of the Employer or Plan Administrator any directions
or instructions, until it receives from the Employer or Plan Administrator
written notice that such authority has been revoked.
Notwithstanding any provision contained herein, the Trustee will be under
no duty to take any action with respect to any Participant's Account (other
than as specified herein) unless and until the Employer or Plan
Administrator furnishes the Trustee with written instructions on a form
acceptable to the Trustee, and the Trustee agrees thereto in writing. The
Trustee will not be liable for any action taken pursuant to the Employer or
Plan Administrator's written instructions (nor for the collection of
contributions under the Plan, nor the purpose or propriety of any
distribution made thereunder).
14.13 Trustee's Responsibilities and Indemnification.
(a) The Trustee shall discharge its duties hereunder solely in the
interest of Participants and Beneficiaries and with the care, skill,
prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would
use in the conduct of an enterprise of like character and with like aims,
and the Trustee shall be subject to all applicable requirements of ERISA.
The Trustee shall have no duty to take any action to ensure the tax
qualified status of the Plan under the Code.
(b) The Trustee shall have no responsibility for the collection of, or
authority to determine, the amounts of any contributions to be paid to it
under this Plan, nor shall the Trustee be in any way responsible for the
correctness of the computation of the amount of any contributions to be
made by the Employer. The Trustee shall not have a duty to bring any
action or proceeding to enforce the collection of any contribution by the
Employer.
(c) The Trustee shall not be liable for or under any duty to inquire as to
the proper application of any part of the Trust Fund if distributions are
made to the Participants or Beneficiaries in accordance with directions of
the Administrator, nor shall the Trustee be responsible for the adequacy of
the Trust Fund to meet and discharge any and all distributions and
liabilities under the Plan.
(d) The Employer shall indemnify and hold harmless the Trustee and its
agents and employees or any of them ("Indemnified Persons") from and
against all claims, damages, losses and expenses, including but not limited
to attorneys' fees, arising from any and all claims, demands, suits or
proceedings that may be brought against the Trustee in connection with the
Plan or Trust by the Employer's employees or former employees, participants
or legal representatives of any of them, or by any other person, entity,
government or agency thereof, provided, however, that such indemnification
shall not apply to any Indemnified Person for such Person's negligence or
intentional misconduct in connection with the Plan.
14.14. Consultation by Trustee with Counsel. The Trustee may consult with
legal counsel (who may be but need not be counsel for the Employer or the
Plan Administrator) concerning any question which may arise with respect to
its rights and duties under the Plan and Trust, and the opinion of such
counsel will, to the extent permitted by law, be full and complete
protection in respect of any action taken or omitted by the Trustee
hereunder in good faith and in accordance with the opinion of such counsel.
14.15. Persons Dealing with the Trustee. No person dealing with the
Trustee will be bound to see to the application of any money or property
paid or delivered to the Trustee or to inquire into the validity or
propriety of any transactions.
14.16. Resignation or Removal of Trustee. The Trustee may resign at any
time by written notice to the Employer, which resignation shall be
effective 60 days after delivery to the Employer. The Trustee may be
removed by the Employer by written notice to the Trustee, which removal
shall be effective 60 days after delivery of notice to the Trustee or such
earlier date as may be approved by the Trustee.
Upon resignation or removal of the Trustee, the Employer shall appoint a
successor trustee. Any such successor trustee will, upon written
acceptance of his appointment, become vested with the estate, rights,
powers, discretion, duties and obligations of the Trustee hereunder as if
he had been originally named as Trustee in this Agreement.
The appointment of a successor trustee shall be accomplished by delivery
to the Trustee of written notice that the Employer has appointed such
successor trustee, and written acceptance of such appointment by the
successor trustee. The Trustee may, upon transfer and delivery of the
Trust Fund to a successor trustee, reserve such reasonable amount as it
shall deem necessary to provide for its fees, compensation, costs and
expenses, or for the payment of any other liabilities chargeable against
the Trust Fund for which it may be liable. The Trustee shall not be liable
for the acts or omissions of any successor trustee.
14.17. Fiscal Year of the Trust. The fiscal year of the Trust will
coincide with the Plan Year.
14.18. Discharge of Duties by Fiduciaries. The Trustee and the Employer
and any other fiduciary shall discharge their duties under the Plan and
this Trust Agreement solely in the interests of Participants and their
Beneficiaries in accordance with the requirements of ERISA.
14.19. Amendment. In accordance with provisions of the Plan, and subject
to the limitations set forth therein, this Trust Agreement may be amended
by an instrument in writing signed by the Employer and the Trustee. No
amendment to this Trust Agreement shall divert any part of the Trust Fund
to any purpose other than as provided in Section 2 hereof.
14.20. Plan Termination. Upon termination or partial termination of the
Plan or complete discontinuance of contributions thereunder, the Trustee
will make distributions to the Participants or other persons entitled to
distributions as the Employer or Plan Administrator directs in accordance
with the provisions of the Plan. In the absence of such instructions and
unless the Plan otherwise provides, the Trustee will notify the Employer or
Plan Administrator of such situation and the Trustee will be under no duty
to make any distributions under the Plan until it receives written
instructions from the Employer or Plan Administrator. Upon the completion
of such distributions, the Trust will terminate, the Trustee will be
relieved from all liability under the Trust, and no Participant or other
person will have any claims thereunder, except as required by applicable
law.
14.21. Permitted Reversion of Funds to Employer. If it is determined by
the Internal Revenue Service that the Plan does not initially qualify under
section 401 of the Code, all assets then held under the Plan will be
returned by the Trustee, as directed by the Plan Administrator, to the
Employer, but only if the application for determination is made by the time
prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted or such later date as may be prescribed by
regulations. Such distribution will be made within one year after the date
the initial qualification is denied. Upon such distribution the Plan will
be considered to be rescinded and to be of no force or effect.
Contributions under the Plan are conditioned on their deductibility under
Section 404 of the Code. In the event the deduction of a contribution made
by the Employer is disallowed under Section 404 of the Code, such
contribution (to the extent disallowed) must be returned to the Employer
within one year of the disallowance of the deduction.
Any contribution made by the Employer because of a mistake of fact must be
returned to the Employer within one year of the disallowance of the
deduction.
14.22. Governing Law. This Trust Agreement will be construed, administered
and enforced according to ERISA and, to the extent not preempted thereby,
the laws of the Trustee's state of domicile.
u:\smc\fidelity\bankplan.009
11.28.94
THE INSTITUTIONAL PROTOTYPE PLAN
A Fidelity Prototype Plan
Non-Standardized Adoption Agreement
Basic Plan No. 08
THE INSTITUTIONAL PROTOTYPE PLAN
NON-STANDARDIZED ADOPTION AGREEMENT
ARTICLE 1
1.01. PLAN INFORMATION
(a) Name of Plan:
This is the _______________________________________ Plan (the
"Plan").
(b) Type of Plan (check one):
401(k) and profit sharing
401(k) only (not if Section 1.04(c) elected below) (Note:
Employer contributions under Section 1.04(c) will be required for a
top-heavy plan)
discretionary employer contribution/profit sharing only (Section
1.04(c)((2) elected below and Section 1.04(a) not elected)
fixed employer contribution/profit sharing only (Section 1.04(c)(1)
elected below and Section 1.04(a) not elected)
(Note: Employers that are governmental units or tax-exempt
organizations (other than rural cooperatives) are not permitted to maintain
a 401(k) arrangement)
(c) Name of Plan Administrator, if not the Employer:
_________________________________________________
Address:
_________________________________________________
Phone Number:
___________________________________________
The Plan Administrator is the agent for service of legal
process for the Plan.
(d) Name of Trustee:
_________________________________________________
Address:
_________________________________________________
Phone Number:
___________________________________________
(e) Limitation Year (check one):
Calendar Year
Plan Year
Other: __________________________
(f) Plan Number: __________________________
(g) Plan Year End: __________________________
(h) Plan Status (check one):
(1) Effective Date of new Plan: _________________________
(2) Effective Date of amendment of Adoption
Agreement or conversion from another plan document:
____________________________
Original Effective Date of Plan:
_____________________
The substantive provisions of the Plan shall apply prior to
the Effective Date to the extent required by the Tax Reform Act of 1986 or
other applicable law.
1.02. EMPLOYER
(i) The Employer is:
__________________________________________________
Address:
__________________________________________________
__________________________________________________
Contact Name:
__________________________________________________
Phone Number:
__________________________________________________
(1) Employer Identification Number:
______________________________
(2) Business form of Employer:
__ Corporation __ Governmental
__ Sole proprietor or partnership __ Tax-exempt
organization
__ Subchapter S Corporation
(3) Employer's Fiscal Year End:
__________________________________
(4) Date business commenced:
____________________________________
(j) The term "Employer" includes the following Related Employers
(as defined in Section 2.01(a)(26)):
______________________________________________
______________________________________________
______________________________________________
(Note: The employees of Related Employers not participating in
the Plan must still be considered in applying the coverage requirements of
Code section 410(b) and 401(a)(26).)
1.03. COVERAGE
(k) All Employees who meet the conditions specified below will be
eligible to participate in the Plan:
(1) Service Requirement (check one):
(i) no service requirement
(ii) ___ months (not less than 1 or more than 11) of service
(no minimum number Hours of Service required)
(iii) one year of service
(2) Age requirement (check one):
(i) no age requirement
(ii) must have attained age ______ (not to exceed 21)
(3) The class of Employees eligible to participate in the Plan
(check one):
(i) includes all Employees of the Employer.
(ii) includes all employees of the Employer, except for (check
each item that applies):
i) Employees covered by a collective bargaining agreement
between the Employer and employee representatives, if retirement benefits
were the subject of good faith bargaining and if two percent or less of the
employees of the Employer who are covered pursuant to that agreement are
professionals as defined in Section 1.410(b)-9(g) of the proposed
regulations. For this purpose, the term "employee representatives" does
not include any organization more than half of whose members are employees
who are owners, officers or executives of the Employer.
ii) Employees who are nonresident aliens (within the
meaning of Code section 7701(b)(1)(B)) and who receive no earned income
(within the meaning of section 911(d)(2)) from the employer which
constitutes income from sources within the United States (within the
meaning of section 861(a)(3)).
iii) Other
______________________________________________
(l) (1) All Employees who are in the service of the Employer on the
Effective Date may become Participants (check one):
(i) on the Effective Date.
(ii) on the first Entry Date or, if earlier, the Effective
Date on which the Employee satisfies the eligibility requirements set forth
in Section 1.03(a).
(2) The Entry Date(s) in each year shall be (check one):
(i) the first day of each Plan Year (not if more than
six months of service or more than age 20 1/2 is selected in (a)(1) or
(a)(2) above, respectively, for eligibility to participate).
(ii) the first day of each Plan Year and the date six months
later.
(iii) the first day of each Plan Year and the first day of
the fourth, seventh, and tenth months.
(iv) the first day of each month of the Plan Year (Note:
the Plan Year must begin on the first day of a month for this option to be
used).
(v)
1.04. CONTRIBUTIONS
(m) Deferral Contributions:
(n)
(1) Ongoing Contributions:
If checked above, 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 payroll period in question, not to exceed _________%
(no more than 15%) of Compensation for that period.
(2) Catch-Up Contributions (optional, if 1.04(a)
checked above):
If (a) is checked above, the Employer may
allow Participants upon proper notice and approval to enter into a special
salary reduction agreement to make Deferral Contributions in an amount up
to 100% of their Compensation for one or more payroll periods in the final
month of the Plan Year (but see note below).
(3) Annual Bonus Contributions (optional, if 1.04(a)
checked above):
If (a) is checked above, the Employer may
allow Participants upon proper notice and approval to enter into a special
salary reduction agreement to make Deferral Contributions in an amount up
to 100% of their annual bonus. If the Employer pays bonuses more
frequently than annually then the Employer may designate the last bonus
paid in the Plan Year as the annual bonus for purposes of this Section.
Note: For purposes of (2) and (3) above, such contributions
may not cause a Participant's Deferral Contributions for the Plan Year to
exceed his Compensation in Section 1.04(e) times the Plan's maximum
allowable deferral percentage or the maximum dollar amount permitted under
Section 402(g) of the Code. The Employer has the right to refuse to allow
a Participant to make contributions described in (2) or (3) if they would
adversely affect the Plan's ability to pass the Actual Deferral Percentage
and/or the Actual Contribution Percentage test.
(n) Matching Contributions (optional if 1.04(a) checked above):
If checked above, the Employer shall make a Matching
Contribution on behalf of each Participant in accordance with Section 4.03,
in an amount equal to (check one of (1) through (4)):
(1) 50% of each Participant's Deferral Contribution
(2) 100% of each Participant's Deferral Contribution
(not if Deferral Contribution formula exceeds 12 1/2% of compensation)
(3) _______% of each Participant's Deferral Contribution
(4) the same percentage of each Participant's
Deferral Contribution to be determined by the Employer on an annual basis
(Optional) If so elected, the Matching
Contribution shall be made only with respect to each Participant's Deferral
Contribution not in excess of ______% of the Participant's Compensation,
which is made on behalf of the Participant for the payroll period in
question.
(Optional) If so elected, the Matching Contribution
for each Participant for each Plan Year shall be limited to $____________.
(o) Fixed or Discretionary Employer Contributions (Select either
(1) or (2)):
(1) Fixed Employer Contributions (Select either (A) or (B) in
each of (i) and (ii)):
(i) Contribution Formula:
(A) Percentage
Contribution:
For each Plan Year, the Employer
will contribute for each eligible Participant an amount equal to ______%
(not to exceed 15%) of such Participant's Compensation.
(B) Flat Dollar Contribution:
For each Plan Year, the Employer
will contribute for each eligible Participant an amount equal to
$____________.
(ii) Allocation of Contribution Formula:
(A) Nonintegrated Formula:
Contributions will be allocated to
each eligible Participant's account in the ratio that that Participant's
Compensation bears to the total Compensation paid to all eligible
Participants for the Plan Year.
(B) Integrated Formula:
Contributions will be allocated to
each eligible Participant's account in accordance with Section 4.06.
Note: An Employer who maintains any other plan
that provides for Social Security integration (permitted disparity) may not
elect (1)(ii)(B).
(2) Discretionary Employer Contributions (Select either (i) or
(ii)):
If checked, the Employer may decide each Plan Year
whether to make a Discretionary Employer Contribution on behalf of eligible
Participants in accordance with Section 4.05. Such contributions may only
be funded by the Employer after Plan Year End and shall be allocated to
eligible Participants based upon the following:
(i) Nonintegrated Formula:
In the ratio that each eligible
Participant's Compensation bears to the total Compensation paid to all
eligible Participants for the Plan Year.
(ii) Integrated Formula:
In accordance with Section 4.06.
Note: An Employer who maintains
any other plan that provides for Social Security integration (permitted
disparity) may not elect (2)(ii).
(3) Eligibility Requirement(s) for Employer Contributions
A Participant shall be entitled to the Employer
Contribution in Section 1.04(c)(1) or (2) for a Plan Year if the
Participant satisfies the following requirement(s) (Options (ii) and (iii)
may not be elected together):
(i) is employed by the Employer on the last day
of the Plan Year.
(ii) earns at least 500 Hours of Service during the Plan
Year.
(iii) earns at least 1,000 Hours of Service
during the Plan Year.
(iv) is employed by the Employer on the last day
of the Plan Year or earns at least 500 Hours of Service during the Plan
Year.
(v) no requirements.
(p) Qualified Discretionary Contributions (if applicable):
If checked above, the Employer may make Qualified
Discretionary Contributions for Non-highly Compensated Employees under this
Plan, for any Plan Year in which the Plan would otherwise fail the ADP
test. Qualified Discretionary Contributions shall be allocated (check
one):
(1) in the ratio which each Participant's Compensation for the
Plan Year bears to the total Participant Compensation for the year.
(2) in the ratio to which each Participant's Compensation not in
excess of $___________ for the Plan Year bears to the total Compensation
for the Plan Year of all such Participants not in excess of $____________.
(q) (Optional) Compensation Exclusions:
If checked above, the determination of contributions shall
be based on a Participant's Compensation excluding (check one or more):
(1) overtime pay.
(2) bonuses.
(3) commissions.
The above exclusions shall not apply for purposes
of the "top heavy" requirements in Section 9.03 or for purposes of
allocating Discretionary Employer Contributions under an Integrated
Formula, if elected in Section 1.04.
(4) For purposes of Section 4, Compensation for a Participant's
first year of participation shall include only Compensation earned on and
after the Entry Date on which the Participant first becomes eligible to
participate in the Plan.
(r) (Optional) Employee Contributions
If checked above, Participants may make voluntary
nondeductible Employee Contributions pursuant to Section 4.09 of the Plan.
This option may only be elected if the Employer has elected to permit
Deferral Contributions under Section 1.04(a) above. Matching Contributions
by the Employer are not allowed on any voluntary nondeductible Employee
Contributions. Withdrawals are limited to one per year unless employee
contributions were allowed under a previous plan document which authorized
more frequent withdrawals.
1.05. RETIREMENT AGE(S)
(s) The Normal Retirement Age under the Plan is (check one):
(1) age 65
(2) age _______ (specify between 55 and 64)
(t) (Optional) The Early Retirement Age is the first day of the month
after the Participant attains age ______ (specify 55 or greater) and
completes ______ years of service.
(u) (Optional) A Participant is eligible for Disability Retirement
if he/she:
(1) satisfies the requirements for benefits under the
Employer's Long-term Disability Plan.
(2) satisfies the requirements for Social Security
disability benefits.
(3) is determined to be disabled by a physician
approved by the Employer.
(4)
1.06. VESTING SCHEDULE
(v) In the event of termination of service prior to retirement or
death, the Participant's vested percentage for Matching Contributions and
Fixed or Discretionary Employer Contributions shall be:
(1) Top Heavy Vesting Schedule.
The Employer must select a Top Heavy vesting
schedule. The Employer may elect to have the selected Top Heavy schedule
apply at all times or, if the Plan is not Top Heavy, may also select a
non-Top Heavy schedule in (2) below. However, if the Plan becomes Top
Heavy in any Plan Year, the Top Heavy schedule will apply for that and all
subsequent Plan Years.
(i) 100% vested immediately.
(ii) 100% vested after ______ (not more than 3)
complete Years of Service for Vesting.
(iii) a vested percentage determined in accordance with
the following schedule:
Years of Service for Vesting Percentage
less than 2 0
2 20
3 40
4 60
5 80
6 or more 100
(iv) a vested percentage determined in accordance with the
following schedule:
Years of Service for Vesting Percentage
Must Be At Least
0 _____ 0%
1 _____ 0%
2 _____ 20%
3 _____ 40%
4 _____ 60%
5 _____ 80%
6 _____ 100%
(Each year of the schedule entered above
must vest Participants at least as rapidly as each year under (iii) above).
(2) Non-Top Heavy Vesting Schedule (optional, but only if Plan
is not Top Heavy).
If the Plan is not Top Heavy, the Employer may
select a non-Top Heavy vesting schedule. However, if the Plan becomes Top
Heavy in any Plan Year, the Top Heavy schedule selected in (1) above will
apply for that and all subsequent Plan Years.
(i) Five year cliff schedule:
Years of Service for Vesting
Vesting Percentage
0 0
1 0
2 0
3 0
4 0
5 100
(ii) Three to seven year schedule:
Years of Service for Vesting
Vesting Percentage
0 0
1 0
2 0
3 20
4 40
5 60
6 80
7 100
(iii) A vested percentage determined in
accordance
with the following schedule:
Years of Service for Vesting
Vesting Percentage Must Be At Least
0 _____ 0%
1 _____ 0%
2 _____ 0%
3 _____ 20%
4 _____ 40%
5 _____ 60%
6 _____ 80%
7 _____ 100%
(w) (Optional) Years of Service for Vesting shall include service
with the following employer(s):
(1) _________________________________________
(2) _________________________________________
(x) (Optional) Years of Service for Vesting shall exclude a
Participant's service prior to the Effective Date in the case of a new
plan, or prior to the Original Effective Date in the case of an amendment
and restatement.
(y) (Optional) Years of Service for Vesting shall exclude a
Participant's service prior to attainment of age 18.
(z)
1.07. PARTICIPANT LOANS
Participant Loans:
(z) will be permitted in accordance with Section 7.09, subject to
such other procedures as may be adopted from time to time by the
Administrator.
(aa) will not be permitted under the Plan.
(bb)
1.08. HARDSHIP WITHDRAWALS
Withdrawals for hardship prior to termination of employment:
(bb) will be permitted in accordance with Section 7.10, subject to a
$________ (may be $0 but not more than $1,000) minimum amount.
(cc) will not be permitted.
(dd)
1.09. DISTRIBUTIONS
(dd) Subject to Article 8 and (b) below, distributions under the Plan
will be paid as a lump sum in cash.
(ee) Check if the Plan was converted (by plan amendment) from
another defined contribution plan, and check below whether benefits were
payable:
(1) under a systematic withdrawal plan (installments)
(2) as a form of single or joint and survivor life annuity
Note: If (b) is checked, there also may be other
distribution options that are "protected benefits" under the Internal
Revenue Code. See Sections 11.02 and 8.01 of the Plan.
(ff) A Participant will be entitled to withdraw all or any portion of
his Matching Contributions Account and/or Employer Contributions Account
upon attainment of age 55 (optional).
(gg) A Participant will be entitled to withdraw all or any portion of
his Account upon attainment of age 59 1/2 (optional).
(hh) A Participant will be entitled to withdraw all or any portion of
his Employee Contributions Account and/or Rollover Account at any time
(optional).
(ii) Forfeitures. Any portion of a Participant's Account that is
forfeited upon termination of employment will be:
(1) applied to reduce the contributions of the Employer next
payable under the Plan (or administrative expenses of the Plan)
(2) allocated in accordance with Section 4.06 to the Accounts of
all other Participants who are eligible to share in Employer Contributions
under Section 1.04(c)(3)
Note:Under Federal Law, distributions to Participants must
generally begin in a minimum required amount no later than April 1
following the year in which the Participant attains age 70 1/2. The Plan
provides for automatic distribution of such minimum required amounts only
to in-service Participants.
1.10. TOP HEAVY STATUS
(jj) The Plan shall be subject to the Top-Heavy Plan requirements
of Article 9 (check one):
(1) for each Plan Year.
(2) for each Plan Year, if any, for which the Plan is Top-Heavy
as defined in Section 9.02.
(kk) In determining Top-Heavy status, if necessary, for an employer
with at least one defined benefit plan, the following assumptions shall
apply:
(1) Interest rate: ______% per annum
(2) Mortality table: ____________
(3) Not Applicable
(ll) In the event that the Plan is treated as Top-Heavy for a Plan
Year, each non-key Employee shall receive an Employer Contribution (as
described in Section 1.04(c)) of at least ____________ (3, 4, 5, or 7 1/2)%
of Compensation for the Plan Year in accordance with Section 9.03 (check
one):
(1) under this Plan in any event.
(2) under this Plan only if the Participant is not entitled to
such contribution under another qualified plan of the Employer.
Note: Such minimum Employer contribution may be less than
the percentage indicated in (c) above to the extent provided in Section
9.03(a).
1.11. TWO OR MORE PLANS - Code Section 415 limitation on annual additions
If the Employer maintains or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a participant or could
become a participant, the Employer must complete this section. The
Employer must also complete this section if it maintains a welfare benefit
fund, as defined in Section 419(e) of the Code, or an individual medical
account, as defined in Section 415(l)(2) of the Code, under which amounts
are treated as annual additions with respect to any Participant in this
Plan.
(mm) If the Employer maintains, or had maintained, any other defined
contribution plan or plans which are not Master or Prototype Plans, Annual
Additions for any Limitation Year to this Plan will be limited (check one):
(1) in accordance with Section 5.03 of this Plan.
(2) in accordance with another method set forth on an attached
separate sheet.
(3) Not Applicable
(nn) If the Employer maintains, or had maintained, a defined benefit
plan or plans, the sum of the Defined Contribution Fraction and Defined
Benefit Fraction for a Limitation Year may not exceed the limitation
specified in Code Section 415(e), modified by section 416(h)(1) of the
Code. This combined plan limit will be met as follows:
(1) Annual Additions to this Plan are limited so that the sum of
the Defined Contribution Fraction and the Defined Benefit Fraction does not
exceed 1.0
(2) another method of limiting Annual Additions or reducing
projected annual benefits is set forth on an attached schedule
(3) Not Applicable
(4)
1.12. ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(oo) The Employer hereby establishes a Trust under the plan
inaccordance with the provisions of Article 14, and the Trustee signifies
acceptance of its duties under Article 14 by its signature below. Under
the Plan, Participants' Accounts will be invested in accordance with
Participant directions.
(pp) Participants' Accounts may be invested among the Funds (as
defined in Section 2.01(a)(16)) designated on the properly executed Exhibit
A attached hereto, which is incorporated herein and made a part hereof by
this reference.
1.13. RELIANCE ON OPINION LETTER
An adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Section 401 of the Code. If the Employer wishes to
obtain reliance that his or her plan(s) are qualified, application for a
determination letter should be made to the appropriate Key District
Director of the Internal Revenue Service. Failure to properly fill out the
Adoption Agreement may result in disqualification of the Plan.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 08. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of the
discontinuance o abandonment of the prototype plan document.
1.14. PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: 82 Devonshire Street
Boston, MA 02109
Questions regarding this prototype document may be directed
to the following telephone number: 1-(800)
343-9184.
IN WITNESS WHEREOF, the Employer has caused this Adoption
Agreement to be executed this ______ day of _____________, 19____.
Employer_________________________________________
(Print Name)
By_______________________________________________
(Signature)
_________________________________________________
(Print Name)
Title_____________________________________________
(Print Title)
Accepted by
Trustee_________________________________
(Print Name)
By_____________________________________
(Signature)
_______________________________________
(Print Name if Different from First Line)
Title___________________________________
Date:____________________________________________
(Print Title if Applicable)
THE INSTITUTIONAL PROTOTYPE PLAN
NONSTANDARDIZED ADOPTION AGREEMENT
EXHIBIT A TO ARTICLE 1
Funds Made Available for Investment (Section 1.12(b))
Participants' Accounts may be invested in the following
Funds (as defined in Section 2.01(a)(16)):
(1) __________________________________________________
(2) __________________________________________________
(3) __________________________________________________
(4) __________________________________________________
(5) __________________________________________________
(6) __________________________________________________
(7) __________________________________________________
(8) __________________________________________________
(9) __________________________________________________
(10) __________________________________________________
(11) __________________________________________________
(12) __________________________________________________
(13) __________________________________________________
(14) __________________________________________________
Note:100% of the funds selected must be Fidelity
Funds, except to the extent that Fidelity or its
authorized affiliate specifically agrees in writing to
a lesser percentage.
[OPTIONAL: To the extent that the Employer selects as an
investment option the Managed Income Portfolio I of the
Fidelity Group Trust for Employee Benefit Plans or any other
group trust for which Fidelity or an affiliate serves as
investment manager or discretionary trustee and that has
been made available as an investment hereunder (a "Group
Trust"), the Employer hereby (A) agrees to the terms of the
Group Trust and adopts said terms as a part of this
Agreement and (B) acknowledges that it has received from
Fidelity or an authorized affiliate of Fidelity a copy of
the Group Trust, of the declaration or other instrument
evidencing or relating to any separate fund or portfolio of
such Group Trust, any offering circular or other similar
disclosure materials relating to the Group Trust or
portfolio thereof, and/or such other documents that
constitute a part of the Group Trust.
To the extent that the Employer selects as an investment
option a commingled trust maintained by a bank (including
the Trustee, if applicable) for qualified plans (the
"Commingled Trust"), the Employer hereby (A) agrees to the
Terms of the Commingled Trust and adopts said terms as a
part of this Agreement and (B) acknowledges that it has
received from the Trustee or other bank a copy of all legal
documents relating to the Commingled Trust.]
Note:The method and frequency for change of
investments will be determined under the rules
applicable to the selected funds. Participants will
be furnished with information regarding expenses, if
any, for changes in investments.
IN WITNESS WHEREOF, the Employer has caused this Exhibit A to the
Adoption Agreement to be executed this ______ day of
____________________, 19____.
Employer_________________________________________
(Print Name)
By_______________________________________________
(Signature)
_________________________________________________
(Print Name)
Title_____________________________________________
(Print Title)
Accepted by
Trustee_________________________________
(Print Name)
By_____________________________________
(Signature)
_______________________________________
(Print Name if Different from First Line)
Title___________________________________
Date:____________________________________________
(Print Title if Applicable)
U:\SMC\FIDELITY\BANKNSAA.006
11.28.94
THE INSTITUTIONAL PROTOTYPE PLAN
A Fidelity Prototype Plan
Standardized Adoption Agreement
Basic Plan No. 08
THE INSTITUTIONAL PROTOTYPE PLAN
STANDARDIZED ADOPTION AGREEMENT
ARTICLE 1
1.01. PLAN INFORMATION
(a) Name of Plan:
This is the _______________________________________ Plan (the
"Plan").
(b) Type of Plan (check one):
401(k) and profit sharing
401(k) only (not if Section 1.04(c) elected below) (Note:
Employer contributions under Section 1.04(c) will be required for a
top-heavy plan)
discretionary employer contribution/profit sharing only (Section
1.04(c)(2) elected below and Section 1.04(a) not elected)
fixed employer contribution/profit sharing only (Section 1.04(c)(1)
elected below and Section 1.04(a) not elected)
(Note: Employers that are governmental units or tax-exempt
organizations (other than rural cooperatives) are not permitted to maintain
a 401(k) arrangement)
(c) Name of Plan Administrator, if not the Employer:
_________________________________________________
Address:
_________________________________________________
Phone Number:
___________________________________________
The Plan Administrator is the agent for service of legal process
for the Plan.
(d) Name of Trustee:
_________________________________________________
Address:
_________________________________________________
Phone Number:
___________________________________________
(e) Limitation Year (check one):
Calendar Year
Plan Year
Other: __________________________
(f) Plan Number: __________________________
(g) Plan Year End: __________________________
(h) Plan Status (check one):
(1) Effective Date of new Plan: _________________________
(2) Effective Date of amendment of Adoption
Agreement or conversion from another plan document:
____________________________
Original Effective Date of
Plan: _____________________
The substantive provisions of the Plan shall
apply prior to the Effective Date to the extent
required by the Tax Reform Act of 1986 or other
applicable law.
1.02. EMPLOYER
(i) The Employer is:
__________________________________________________
Address:
__________________________________________________
__________________________________________________
Contact Name:
__________________________________________________
Phone Number:
__________________________________________________
(1) Employer Identification Number:
______________________________
(2) Business form of Employer:
Corporation Governmental
Sole proprietor or partnership Tax-exempt
organization
Subchapter S Corporation
(3) Employer's Fiscal Year End:
__________________________________
(4) Date business commenced:
____________________________________
(j) The term "Employer" includes all Related Employers (as defined in
Section 2.01(a)(26)), which may be listed below for purposes of reference:
______________________________________________
______________________________________________
______________________________________________
1.03. COVERAGE
(k) All Employees who meet the conditions specified below will be
eligible to participate in the Plan:
(1) Service Requirement (check one):
(i) no service requirement
(ii) ____ months (not less than 1 or more than 11) of service
(no minimum number Hours of Service required)
(iii) one year of service
(2) Age requirement (check one):
(i) no age requirement
(ii) must have attained age ______ (not to exceed 21)
(3) The class of Employees eligible to participate in the
Plan (check one):
(i) includes all Employees of the Employer.
(ii) includes all employees of the Employer,
except for (check each item that applies):
i) Employees covered by a collective bargaining
agreement between the Employer and employee representatives, if retirement
benefits were the subject of good faith bargaining and if two percent or
less of the employees of the Employer who are covered pursuant to that
agreement are professionals as defined in Section 1.410(b)-9(g) of the
proposed regulations. For this purpose, the term "employee
representatives" does not include any organization more than half of whose
members are employees who are owners, officers or executives of the
Employer.
ii) Employees who are nonresident aliens (within the
meaning of Code section 7701(b)(1)(B)) and who receive no earned income
(within the meaning of section 911(d)(2)) from the employer which
constitutes income from sources within the United States (within the
meaning of section 861(a)(3)).
(l) (1) All Employees who are in the service of the Employer on the
Effective Date may become Participants (check one):
(i) on the Effective Date.
(ii) on the first Entry Date or, if earlier, the
Effective Date on which the Employee satisfies the eligibility requirements
set forth in Section 1.03(a).
(2) The Entry Date(s) in each year shall be (check one):
(i) the first day of each Plan Year (not if
more than six months of service or more than age 20 1/2 is selected in
(a)(1) or (a)(2) above, respectively, for eligibility to participate).
(ii) the first day of each Plan Year and the
date six months later.
(iii) the first day of each Plan Year and the
first day of the fourth, seventh, and tenth months.
(iv) the first day of each month of the Plan
Year (Note: the Plan Year must begin on the first day of a month for this
option to be used).
(v)
1.04. CONTRIBUTIONS
(m) Deferral Contributions:
(1) Ongoing Contributions:
If checked above, 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 payroll period in question, not to exceed _________%
(no more than 15%) of Compensation for that period.
(2) Catch-Up Contributions (optional, if 1.04(a) checked
above):
If (a) is checked above, the Employer may
allow Participants upon proper notice and approval to enter into a special
salary reduction agreement to make Deferral Contributions in an amount up
to 100% of their Compensation for one or more payroll periods in the final
month of the Plan Year (but see note below).
(3) Annual Bonus Contributions (optional, if 1.04(a)
checked above):
If (a) is checked above, the Employer may
allow Participants upon proper notice and approval to enter into a special
salary reduction agreement to make Deferral Contributions in an amount up
to 100% of their annual bonus. If the Employer pays bonuses more
frequently than annually then the Employer may designate the last bonus
paid in the Plan Year as the annual bonus for purposes of this Section.
Note: For purposes of (2) and (3) above, such contributions
may not cause a Participant's Deferral Contributions for the Plan Year to
exceed his Compensation in Section 1.04(e) times the Plan's maximum
allowable deferral percentage or the maximum dollar amount permitted under
Section 402(g) of the Code. The Employer has the right to refuse to allow
a Participant to make contributions described in (2) or (3) if they would
adversely affect the Plan's ability to pass the Actual Deferral Percentage
and/or the Actual Contribution Percentage test.
(n) Matching Contributions (optional if 1.04(a) checked above):
If checked above, the Employer shall make a Matching
Contribution on behalf of each Participant in accordance with Section 4.03,
in an amount equal to (check one of (1) through (4)):
(1) 50% of each Participant's Deferral Contribution
(2) 100% of each Participant's Deferral Contribution
(not if Deferral Contribution formula exceeds 12 1/2% of compensation)
(3) _______% of each Participant's Deferral Contribution
(4) the same percentage of each Participant's
Deferral Contribution to be determined by the Employer on an annual basis
(Optional) If so elected, the Matching Contribution
shall be made only with respect to each Participant's Deferral Contribution
not in excess of ______% of the Participant's Compensation, which is made
on behalf of the Participant for the payroll period in question.
(Optional) If so elected, the Matching Contribution
for each Participant for each Plan Year shall be limited to $____________.
(o) Fixed or Discretionary Employer Contributions (Select either
(1) or (2)):
(1) Fixed Employer Contributions (Select either (A)
or (B) in each of (i) and (ii)):
(i) Contribution Formula:
(A) Percentage Contribution:
For each Plan Year, the Employer
will contribute for each eligible Participant an amount equal to ______%
(not to exceed 15%) of such Participant's Compensation.
(B) Flat Dollar Contribution:
For each Plan Year, the Employer
will contribute for each eligible Participant an amount equal to
$____________.
(ii) Allocation of Contribution Formula:
(A) Nonintegrated Formula:
Contributions will be allocated to
each eligible Participant's account in the ratio that that Participant's
Compensation bears to the total Compensation paid to all eligible
Participants for the Plan Year.
(B) Integrated Formula:
Contributions will be allocated to
each eligible Participant's account in accordance with Section 4.06.
Note: An Employer who maintains any other plan
that provides for Social Security integration (permitted disparity) may not
elect (1)(ii)(B).
(2) Discretionary Employer Contributions (Select
either (i) or (ii)):
If checked, the Employer may decide each Plan Year
whether to make a Discretionary Employer Contribution on behalf of eligible
Participants in accordance with Section 4.05. Such contributions may only
be funded by the Employer after Plan Year End and shall be allocated to
eligible Participants based upon the following:
(i) Nonintegrated Formula:
In the ratio that each eligible
Participant's Compensation bears to
the total Compensation paid to all eligible Participants
for the Plan Year.
(ii) Integrated Formula:
In accordance with Section 4.06.
Note: An Employer who maintains
any other plan that provides for Social Security integration (permitted
disparity) may not elect (2)(ii).
(3) The Employer Contribution in Section 1.04(c)(1) or (2), if
any, by the Employer for the Plan Year, shall be made for each Participant
who is either employed by the Employer on the last day of the Plan Year or
earns more than 500 Hours of Service during the Plan Year.
(p) Qualified Discretionary Contributions (if applicable):
If checked above, the Employer may make Qualified
Discretionary Contributions for Non-highly Compensated Employees under this
Plan, for any Plan Year in which the Plan would otherwise fail the ADP
test. Qualified Discretionary Contributions shall be allocated (check
one):
(1) in the ratio which each Participant's Compensation for the
Plan Year bears to the total Participant Compensation for the year.
(2) in the ratio to which each Participant's Compensation not in
excess of $___________ for the Plan Year bears to the total Compensation
for the Plan Year of all such Participants not in excess of $____________.
(q) (Optional) Compensation for First Year of Participation
For purposes of Section 4, Compensation for a Participant's
first year of participation shall include only Compensation earned on and
after the Entry Date on which the Participant first becomes eligible to
participate in the Plan.
(r) (Optional) Employee Contributions
If checked above, Participants may make voluntary
nondeductible Employee Contributions pursuant to Section 4.09 of the Plan.
This option may only be elected if the Employer has elected to permit
Deferral Contributions under Section 1.04(a) above. Matching Contributions
by the Employer are not allowed on any voluntary nondeductible Employee
Contributions. Withdrawals are limited to one per year unless employee
contributions were allowed under a previous plan document which authorized
more frequent withdrawals.
1.05. RETIREMENT AGE(S)
(s) The Normal Retirement Age under the Plan is (check one):
(1) age 65
(2) age _______ (specify between 55 and 64)
(t) (Optional) The Early Retirement Age is the first day of the month
after the Participant attains age ______ (specify 55 or greater) and
completes ______ years of service.
(u) (Optional) A Participant is eligible for Disability Retirement
if he/she:
(1) satisfies the requirements for benefits under the
Employer's Long-term Disability Plan.
(2) satisfies the requirements for Social Security
disability benefits.
(3) is determined to be disabled by a physician
approved by the Employer.
(4)
1.06. VESTING SCHEDULE
(v) In the event of termination of service prior to retirement or
death, the Participant's vested percentage for Matching Contributions and
Fixed or Discretionary Employer Contributions shall be:
(1) Top Heavy Vesting Schedule.
The Employer must select a Top Heavy vesting
schedule. The Employer may elect to have the selected Top Heavy schedule
apply at all times or, if the Plan is not Top Heavy, may also select a
non-Top Heavy schedule in (2) below. However, if the Plan becomes Top
Heavy in any Plan Year, the Top Heavy schedule will apply for that and all
subsequent Plan Years.
(i) 100% vested immediately.
(ii) 100% vested after ______ (not more than 3)
complete Years of Service for Vesting.
(iii) a vested percentage determined in accordance with
the following schedule:
Years of Service for Vesting Percentage
less than 2 0
2 20
3 40
4 60
5 80
6 or more 100
(iv) a vested percentage determined in accordance with the
following schedule:
Years of Service for Vesting Percentage Must Be At
Least
0 _____ 0%
1 _____ 0%
2 _____ 20%
3 _____ 40%
4 _____ 60%
5 _____ 80%
6 _____ 100%
(Each year of the schedule entered above
must vest Participants at least as rapidly as each year under (iii) above).
(2) Non-Top Heavy Vesting Schedule (optional, but only if Plan
is not Top Heavy).
If the Plan is not Top Heavy, the Employer may
select a non-Top Heavy vesting schedule. However, if the Plan becomes Top
Heavy in any Plan Year, the Top Heavy schedule selected in (1) above will
apply for that and all subsequent Plan Years.
(i) Five year cliff schedule:
Years of Service for Vesting Vesting Percentage
0 0
1 0
2 0
3 0
4 0
5 100
(ii) Three to seven year schedule:
Years of Service for Vesting Vesting Percentage
0 0
1 0
2 0
3 20
4 40
5 60
6 80
7 100
(iii) A vested percentage determined in
accordance with the following schedule:
Years of Service for Vesting Vesting Percentage Must
Be At Least
0 _____ 0%
1 _____ 0%
2 _____ 0%
3 _____ 20%
4 _____ 40%
5 _____ 60%
6 _____ 80%
7 _____ 100%
(w) (Optional) Years of Service for Vesting shall include service
with the following employer(s):
(1) _________________________________________
(2) _________________________________________
(x) (Optional) Years of Service for Vesting shall exclude a
Participant's service prior to the Effective Date in the case of a new
plan, or prior to the Original Effective Date in the case of an amendment
and restatement.
(y) (Optional) Years of Service for Vesting shall exclude a
Participant's service prior to attainment of age 18.
(z)
1.07. PARTICIPANT LOANS
Participant Loans:
(z) will be permitted in accordance with Section 7.09, subject to
such other procedures as may be adopted from time to time by the
Administrator.
(aa) will not be permitted under the Plan.
(bb)
1.08. HARDSHIP WITHDRAWALS
Withdrawals for hardship prior to termination of employment:
(bb) will be permitted in accordance with Section 7.10, subject to a
$________ (may be $0 but not more than $1,000) minimum amount.
(cc) will not be permitted.
(dd)
1.09. DISTRIBUTIONS
(dd) Subject to Article 8 and (b) below, distributions under the Plan
will be paid as a lump sum in cash.
(ee) Check if the Plan was converted (by plan amendment) from
another defined contribution plan, and check below whether benefits were
payable:
(1) under a systematic withdrawal plan (installments)
(2) as a form of single or joint and survivor life annuity
Note: If (b) is checked, there also may be other distribution
options that are "protected benefits" under the Internal Revenue Code. See
Sections 11.02 and 8.01 of the Plan.
(ff) A Participant will be entitled to withdraw all or any portion of
his Matching Contributions Account and/or Employer Contributions Account
upon attainment of age 55 (optional).
(gg) A Participant will be entitled to withdraw all or any portion of
his Account upon attainment of age 59 1/2 (optional).
(hh) A Participant will be entitled to withdraw all or any portion of
his Employee Contributions Account and/or Rollover Account at any time
(optional).
(ii) Forfeitures. Any portion of a Participant's Account that is
forfeited upon termination of employment will be:
(1) applied to reduce the contributions of the Employer next
payable under the Plan (or administrative expenses of the Plan)
(2) allocated in accordance with Section 4.06 to the Accounts of
all other Participants who are eligible to share in Employer Contributions
under Section 1.04(c)(3)
Note:Under Federal Law, distributions to Participants must
generally begin in a minimum required amount no later than April 1
following the year in which the Participant attains age 70 1/2. The Plan
provides for automatic distribution of such minimum required amounts only
to in-service Participants.
1.10. TOP HEAVY STATUS
(jj) The Plan shall be subject to the Top-Heavy Plan requirements of
Article 9 (check one):
(1) for each Plan Year.
(2) for each Plan Year, if any, for which the Plan is Top-Heavy
as defined in Section 9.02.
(kk) In determining Top-Heavy status, if necessary, for an employer
with at least one defined benefit plan, the following assumptions shall
apply:
(1) Interest rate: ______% per annum
(2) Mortality table: ____________
(3) Not Applicable
(ll) In the event that the Plan is treated as Top-Heavy for a Plan
Year, each non-key Employee shall receive an Employer Contribution (as
described in Section 1.04(c)) of at least ____________ (3, 4, 5, or 7 1/2)%
of Compensation for the Plan Year in accordance with Section 9.03 (check
one):
(1) under this Plan in any event.
(2) under this Plan only if the Participant is not entitled to
such contribution under another qualified plan of the Employer.
Note: Such minimum Employer contribution may be less than
the percentage indicated in (c) above to the extent provided in Section
9.03(a).
1.11. TWO OR MORE PLANS - Code Section 415 limitation on annual additions
If the Employer maintains or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a participant or could
become a participant, the Employer must complete this section. The
Employer must also complete this section if it maintains a welfare benefit
fund, as defined in Section 419(e) of the Code, or an individual medical
account, as defined in Section 415(l)(2) of the Code, under which amounts
are treated as annual additions with respect to any Participant in this
Plan.
(mm) If the Employer maintains, or had maintained, any other defined
contribution plan or plans which are not Master or Prototype Plans, Annual
Additions for any Limitation Year to this Plan will be limited (check one):
(1) in accordance with Section 5.03 of this Plan.
(2) in accordance with another method set forth on an attached
separate sheet.
(3) Not Applicable
(nn) If the Employer maintains, or had maintained, a defined benefit
plan or plans, the sum of the Defined Contribution Fraction and Defined
Benefit Fraction for a Limitation Year may not exceed the limitation
specified in Code Section 415(e), modified by section 416(h)(1) of the
Code. This combined plan limit will be met as follows:
(1) Annual Additions to this Plan are limited so that the sum of
the Defined Contribution Fraction and the Defined Benefit Fraction does not
exceed 1.0
(2) another method of limiting Annual Additions or reducing
projected annual benefits is set forth on an attached schedule
(3) Not Applicable
(4)
1.12. ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(oo) The Employer hereby establishes a Trust under the plan in
accordance with the provisions of Article 14, and the Trustee signifies
acceptance of its duties under Article 14 by its signature below. Under
the Plan, Participants' Accounts will be invested in accordance with
Participant directions.
(pp) Participants' Accounts may be invested among the Funds (as
defined in Section 2.01(a)(16) designated on the properly executed Exhibit
A attached hereto, which is incorporated herein and made a part hereof by
this reference.
1.13. RELIANCE ON OPINION LETTER
An adopting Employer who has ever maintained or who later adopts any
plan (including a welfare benefit fund, as defined in Code Section 419(e),
which provides post- retirement medical benefits allocated to separate
accounts for key employees, as defined in Code Section 419A(d)(3), or an
individual medical account, as defined in Code Section 415(l)(2)) in
addition to this Plan may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Section 401 of the Code. If the Employer who adopts or
maintains multiple plans wishes to obtain reliance that his or her plan(s)
are qualified, application for a determination letter should be made to the
appropriate Key District Director of the Internal Revenue Service. Failure
to properly fill out the Adoption Agreement may result in disqualification
of the Plan.
An adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Section 401 of the Code unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of Sections
401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b), and 414(s) of the Code,
as amended by the Tax Reform Act of 1986 or later laws (a) are made
effective retroactively to the first day of the first plan year beginning
after December 31, 1988 (or such other date on which these requirements
first became effective with respect to this Plan); or (b) are made
effective no later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the Plan
constitute such an interpretation.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 08. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of the
discontinuance or abandonment of the prototype plan document.
1.14. PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management &
Research Co.
Address of Prototype Sponsor: 82 Devonshire Street
Boston, MA 02109
Questions regarding this prototype document may be directed
to the following telephone number: 1-(800)
343-9184.
IN WITNESS WHEREOF, the Employer has caused this Adoption
Agreement to be executed this ______ day of ____________________,
19____.
Employer_________________________________________
(Print Name)
By_______________________________________________
(Signature)
_________________________________________________
(Print Name)
Title_____________________________________________
(Print Title)
Accepted by
Trustee________________________________
(Print Name)
By_____________________________________
(Signature)
_______________________________________
(Print Name if Different from First Line)
Title___________________________________
Date:____________________________________________
(Print Title if Applicable)
THE INSTITUTIONAL PROTOTYPE PLAN
NONSTANDARDIZED ADOPTION AGREEMENT
EXHIBIT A TO ARTICLE 1
Funds Made Available for Investment (Section 1.12(b))
Participants' Accounts may be invested in the following
Funds (as defined in Section 2.01(a)(16)):
(1) __________________________________________________
(2) __________________________________________________
(3) __________________________________________________
(4) __________________________________________________
(5) __________________________________________________
(6) __________________________________________________
(7) __________________________________________________
(8) __________________________________________________
(9) __________________________________________________
(10) __________________________________________________
(11) __________________________________________________
(12) __________________________________________________
(13) __________________________________________________
(14) __________________________________________________
Note:100% of the funds selected must be Fidelity Funds, except to
the extent that Fidelity or its authorized affiliate specifically agrees in
writing to a lesser percentage.
[OPTIONAL: To the extent that the Employer selects as an investment
option the Managed Income Portfolio I of the Fidelity Group Trust for
Employee Benefit Plans or any other group trust for which Fidelity or an
affiliate serves as investment manager or discretionary trustee and that
has been made available as an investment hereunder (a "Group Trust"), the
Employer hereby (A) agrees to the terms of the Group Trust and adopts said
terms as a part of this Agreement and (B) acknowledges that it has received
from Fidelity or an authorized affiliate of Fidelity a copy of the Group
Trust, of the declaration or other instrument evidencing or relating to any
separate fund or portfolio of such Group Trust, any offering circular or
other similar disclosure materials relating to the Group Trust or portfolio
thereof, and/or such other documents that constitute a part of the Group
Trust.
To the extent that the Employer selects as an investment option a
commingled trust maintained by a bank (including the Trustee, if
applicable) for qualified plans (the "Commingled Trust"), the Employer
hereby (A) agrees to the Terms of the Commingled Trust and adopts said
terms as a part of this Agreement and (B) acknowledges that it has received
from the Trustee or other bank a copy of all legal documents relating to
the Commingled Trust.]
Note:The method and frequency for change of investments will be
determined under the rules applicable to the selected funds. Participants
will be furnished with information regarding expenses, if any, for changes
in investments.
IN WITNESS WHEREOF, the Employer has caused this Exhibit A to the Adoption
Agreement to be executed this ______ day of ____________________, 19____.
Employer_________________________________________
(Print Name)
By_______________________________________________
(Signature)
_________________________________________________
(Print Name)
Title_____________________________________________
(Print Title)
Accepted by
Trustee_________________________________
(Print Name)
By_____________________________________
(Signature)
_______________________________________
(Print Name if Different from First Line)
Title___________________________________
Date:____________________________________________
(Print Title if Applicable)
U:\SMC\FIDELITY\BANKS-AA.007
11.28.94

Exhibit 14(p)

FIDELITY INVESTMENTS 403(b) SAMPLE PLAN

TABLE OF CONTENTS
ARTICLE 1 - INTRODUCTION 1
ARTICLE 2 - DEFINITIONS 1
2.1 "Administrator" 1
2.2 "Adoption Agreement" 1
2.3 "Affiliated Employer" 1
2.4 "Annuity Contracts" 1
2.5 "Annuity Starting Date" 1
2.6 "Code" 2
2.7 "Compensation" 2
2.8 "Custodial Account" or "Account" 2
2.9 "Custodial Agreements" 2
2.10 "Eligibility Computation Period" 2
2.11 "Employee" 2
2.12 "Employer" 2
2.13 "Employment Commencement Date" 2
2.14 "ERISA" 3
2.15 "Hour of Service" 3
2.16 "Integration Level" 4
2.17 "Normal Retirement Age" 4
2.18 "One Year Period of Severance" 4
2.19 "Participant" 5
2.20 "Participating Employer" 5
2.21 "Participating Employer Matching Contributions" 5
2.22 "Plan" 5
2.23 "Plan Year" 5
2.24 "Salary Reduction Agreement" 5
2.25 "Salary Reduction Contribution" 5
2.26 "Social Security Taxable Wage Base" 6
2.27 "Year of Service for Participation" 6
2.28 "Years of Service for Vesting" 6
ARTICLE 3 - PARTICIPATION 7
3.1 Participation 7
3.2 Duration of participation. 7

ARTICLE 4 - CONTRIBUTIONS; INVESTMENT OPTIONS 7
4.1 Salary Reduction Contributions 7
4.2 Participating Employer Matching Contributions 9
4.3 Participating Employer Non-Matching Contributions 13
4.4 Code Sections 403(b) and 415 Limitations; Separate
Accounting 14
4.5 Timing of contributions 14
4.6 Rollover Contributions 14
4.7 Plan to Plan Transfers 15
4.8 Vesting 15
4.9 Forfeitures. 15
4.10 After-Tax Contributions 16
4.11 Investment options 17
ARTICLE 5 - IN-SERVICE WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE 18
5.1 In general. 18
5.2 Hardship withdrawals. 18
5.3 Loans 19
5.4 Withdrawals after 59 1/2 20
5.5 Spousal Consent 20
ARTICLE 6 - DISTRIBUTIONS AFTER SEPARATION FROM SERVICE 20
6.1 Separations from service other than death. 20
6.2 Death Benefits 22
6.3 Statutory distribution rules 24
6.4 Optional direct transfer of eligible rollover distributions 25
6.5 Forfeitures 25
ARTICLE 7 - CLAIMS AND REVIEW PROCEDURES 26
7.1 Claims procedure 26
7.2 Review procedure 26
ARTICLE 8 - ADMINISTRATION 27
8.1 Powers and responsibilities of the Administrator 27
8.2 Named fiduciary 27
8.3 Expenses of administration 27
ARTICLE 9 - MISCELLANEOUS 28
9.1 Amendment and termination 28
9.2 Limitation of rights. 28
9.3 Benefits not alienable 28
(This Sample 403(b) Plan and Adoption Agreement are for use by Tax Exempt
Employers. These documents are samples only and must be reviewed by
Employer's legal counsel or other employee benefit plan advisor. They may
be tailored to Employer's specific requirements. These documents have not
been filed as a prototype plan with the Internal Revenue Service.)
ARTICLE 1 - INTRODUCTION
The Employer intends that contributions under the Plan will be used to
purchase one or more Annuity Contracts or Custodial Accounts for the
benefit of Participants and their beneficiaries and that contributions
under the Plan will be excluded from the gross income of the Participants
in accordance with section 403(b) of the Code. To the extent any provision
of the Plan is inconsistent with any provision of an Annuity Contract or
Custodial Account, the provision of the Plan will control. It is
understood that this Plan is subject to ERISA even if it is adopted by a
501(c)(3) organization (which is not a church or government) for a
salary-reduction only arrangement.
ARTICLE 2 - DEFINITIONS

Wherever used herein, the following terms have the following meanings:

2.1 "ADMINISTRATOR" means the Employer.

2.2 "ADOPTION AGREEMENT" means the separate Agreement entered into
between the Employer and the Custodian under which the Employer establishes
the Plan and the Custodial Account and designates the options and
provisions selected by the Employer. The provisions of the Adoption
Agreement shall be considered an integral part of the Plan and as is set
forth fully herein.

2.3 "AFFILIATED EMPLOYER" means each Participating Employer or every
other employer who, under Code sections 414(b), (c), (m) or (o), is
required to be considered as a single employer with a Participating
Employer, but only for periods during which the other employer is required
to be considered as such under the applicable Code provisions.

2.4 "ANNUITY CONTRACTS" means the non-transferable annuity contracts, if
any, as defined in Code section 403(b), selected by the Employer to which
contributions under the Plan may be made.

2.5 "ANNUITY STARTING DATE" means, with respect to a Participant, the
first day of the first period for which a benefit is payable as an annuity
or any other form.

2.6 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time. Reference to any section of the Code includes a reference to
regulations issued by the Department of Treasury and notices and other
releases issued by the Internal Revenue Service which interpret and
implement such Code section.

2.7 "COMPENSATION" means total or basic Compensation, whichever is
selected by the Employer in the Adoption Agreement, paid by a Participating
Employer to a Participant after the date on which he or she becomes a
Participant. Compensation shall be determined with or without regard to
any salary reduction agreement with a Participating Employer under a Code
section 125 or 403(b) arrangement, whichever is selected by the Employer in
the Adoption Agreement. Compensation for any Plan Year will be limited to
such limit as may apply under Code sections 403(b)(12) and 401(a)(17)).

2.8 "CUSTODIAL ACCOUNT" or "ACCOUNT" means the custodial account or
accounts, as defined in Code section 403(b)(7), established for each
Participant by the Employer, or by each Participant individually, under one
or more Custodial Agreements.

2.9 "CUSTODIAL AGREEMENTS" means (i) the agreement between Fidelity
Management Trust Company and its successors and the Employer or a
Participant and (ii) any other agreement between a custodian other than
Fidelity Management Trust Company and the Employer or a Participant, under
which the assets of the Plan are held in Custodial Accounts for
Participants and invested in shares of regulated investment companies, as
defined in Code section 403(b)(7)(C).

2.10 "ELIGIBILITY COMPUTATION PERIOD" means each 12-consecutive month
period beginning with the Employment Commencement Date and each anniversary
thereof.

2.11 "EMPLOYEE" means any individual employed by a Participating
Employer.

2.12 "EMPLOYER" means the Employer named in the Adoption Agreement.

2.13 "EMPLOYMENT COMMENCEMENT DATE" means the date on which the Employee
first performs an Hour of Service.

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

2.15 "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
Affiliated Employer, each such hour to be credited to the Employee for the
Eligibility 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 Affiliated 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 Eligibility 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 Eligibility 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 an Affiliated Employer, each such hour to be
credited for the Eligibility Computation Period to which the award or
agreement for back pay pertains.

For purposes of determining Hours of Service, Employees of the Employer and
of all Affiliated 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.

2.16 "INTEGRATION LEVEL" means the amount of Salary or wages determined
as a percentage of the Social Security Taxable Wage Base, as selected by
the Employer in the Adoption Agreement, at or below which the rate at which
contributions are provided (expressed as a percentage) is less than the
rate above such amount.

2.17 "NORMAL RETIREMENT AGE" means the normal retirement age specified in
the Adoption Agreement.

2.18 "ONE YEAR PERIOD OF SEVERANCE" means, in the case of each
Participant who ceases to be an Employee, a 12-consecutive month period
beginning on the Participant's severance from service date and ending on
the first anniversary of such date, provided that during such
12-consecutive month period, the Participant failed to perform an Hour of
Service. For purposes of this paragraph, the date an Employee severs from
service is the earlier of the date the Employee quits, is discharged,
retires or dies, or the first anniversary of the date the Employee is
absent from service for any other reason.

In the case of a Participant who is absent from work for maternity
reasons, the 12-consecutive month period beginning on the first anniversary
of the first date of such absence shall not constitute a One Year Period of
Severance. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (i) by reason of the
pregnancy of the individual, (ii) by reason of the birth of a child of the
individual, (iii) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (iv)
for purposes of caring for such child for a period beginning immediately
following such birth or placement.

2.19 "PARTICIPANT" means each Employee who participates in the Plan in
accordance with Article 3.

2.20 "PARTICIPATING EMPLOYER" means the Employer and any Affiliated
Employer which has adopted this Plan.

2.21 "PARTICIPATING EMPLOYER MATCHING CONTRIBUTIONS" means contributions
made by a Participating Employer on account of Salary Reduction
Contributions.

2.22 "PLAN" means the Plan established by the Employer in the form of The
Fidelity Investments 403(b) Sample Plan as set forth herein and in the
Adoption Agreement, together with any and all amendments and supplements
hereto.

2.23 "PLAN YEAR" means the 12 consecutive month period designated by the
Employer in the Adoption Agreement.

2.24 "SALARY REDUCTION AGREEMENT" means a written agreement between a
Participant and a Participating Employer, satisfying the conditions
described in Article 4, pursuant to which the Participant's Salary or wages
is reduced and the amount of the reduction is contributed by the
Participating Employer under this Plan.

2.25 "SALARY REDUCTION CONTRIBUTION" means a contribution made to the
Plan pursuant to a Salary Reduction Agreement.

2.26 "SOCIAL SECURITY TAXABLE WAGE BASE" means, with respect to any
individual for any Plan Year, the maximum amount of the individual's
earnings which may be considered wages for such Plan Year under section
3121(a)(1) of the Code.

2.27 "YEAR OF SERVICE FOR PARTICIPATION" means, with respect to any
Employee, an Eligibility Computation Period during which the Employee has
been credited with the required Hours of Service, if any, selected by the
Employer in the Adoption Agreement.

2.28 "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
Affiliated Employer, whether or not such periods of service were completed
consecutively. In determining the number of whole years of an Employee's
periods of service, nonsuccessive periods of service with the Employer or
Affiliated Employer will be aggregated and less than whole year periods of
service (whether or not consecutive) will be aggregated on the basis that
365 days of service equals a whole year of service. An Employee's period
of service with the Employer or Affiliated Employer will include a period
of severance if the Employee severs from the service of the Employer or
Affiliated Employer by reason of a quit, discharge or retirement and the
Employee then performs an Hour of Service within 12 months of the severance
from service date, or, if the quit, discharge or retirement occurs during a
period of absence from service for any other reason, within the first
anniversary of the date on which the Employee was first absent for such
other reason.

Notwithstanding the above, in the case of any Participant who incurs five
consecutive One Year Periods of Severance, years of service after such
five-year period shall not be taken into account in determining the
nonforfeitable percentage of his benefit derived from Participating
Employer contributions before such five-year period.

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, to the extent provided by
regulations, be treated as service for the Employer.

ARTICLE 3 - PARTICIPATION

3.1 PARTICIPATION. Each Employee who is eligible to enter into a Salary
Reduction Agreement in accordance with the Adoption Agreement shall become
a Participant on the date on which he or she enters into a Salary Reduction
Agreement.

3.2 DURATION OF PARTICIPATION. An individual who has become a
Participant under the Plan will remain a Participant for as long as an
Annuity Contract or Custodial Account is maintained under the Plan for his
or her benefit, or until his or her death, if earlier. Notwithstanding the
preceding sentence, no contributions shall be made with respect to a
Participant who is not an eligible Employee or for whom a Salary Reduction
Agreement is not in effect.

ARTICLE 4 - CONTRIBUTIONS; INVESTMENT OPTIONS

4.1 SALARY REDUCTION CONTRIBUTIONS

(a) Salary Reduction Agreement Defined. A Salary Reduction Agreement
shall:

(1) be in writing, on a form provided by the Administrator, and signed by
the Participant prior to the first pay period for which the Agreement is to
be effective;
(2) provide for a reduction in the salary or wages paid to the
Participant by the Participating Employer in exchange for the contribution
of a like amount by the Participating Employer to the Plan on behalf of the
Participant;

(3) specify the amount of Salary Reduction Contributions;

(4) be binding upon the Participant with respect to salary or wages
earned while it is in effect;

(5) be terminable at any time, with respect to salary or wages not yet
earned, with any termination effected by filing written notice with the
Administrator;

(6) not require an amount of contribution which would exceed the
Participant's maximum "exclusion allowance" under Code section 403(b)
(generally, 20% of compensation) or the limitation on "annual additions"
under Code section 415, each of which are hereby incorporated by reference
into the Plan;

(7) not permit an aggregate amount of contributions under this Section
4.1 which, when added to elective deferrals made on the Participant's
behalf under another 403(b) annuity or 401(k) plan maintained by a
Participating Employer for a Participant's taxable year, exceeds $9,500 (or
such higher limit as may be in effect for the year under Code section
402(g)(1)); and

(8) apply only to salary or wages earned after the Agreement is in
effect.
A Participant shall not be permitted to enter into or change more than one
Salary Reduction Agreement with a Participating Employer during a taxable
year. For purposes of this once-per-year rule, a complete revocation under
Section 4.1(a)(5) above shall not be considered a "change".

(b) Salary Reduction Contributions. Each Participant shall specify in
his or her Salary Reduction Agreement the amount of Salary Reduction
Contributions to be contributed to the Plan on his or her behalf by his or
her Participating Employer.

(d) Excess deferrals under Code section 402(g). The Plan does not permit
Salary Reduction Contributions in excess of the limits on elective
deferrals under Code section 402(g) for any particular year. However, in
the event that an amount is included in a Participant's gross income for a
taxable year as a result of an excess deferral under Code section 402(g),
and the Participant notifies the Administrator on or before the March 1
following the taxable year that all or a specified part of a Salary
Reduction Contribution made for his or her benefit represents an excess
deferral, the Administrator shall make every reasonable effort to cause
such excess deferral, adjusted for allocable income or loss in accordance
with Code section 402(g)(2), to be distributed to the Participant no later
than the April 15 following the calendar year in which such excess deferral
was made. No distribution of an excess deferral shall be made during the
taxable year of a Participant in which the excess deferral was made unless
the correcting distribution is made after the date on which the Plan
received the excess deferral and both the Participant and the Plan
designates the distribution as a distribution of an excess deferral. All
distributions of excess deferrals are subject to the terms of the Annuity
Contract or Custodial Account in which such deferrals are invested.

4.2 PARTICIPATING EMPLOYER MATCHING CONTRIBUTIONS.

(a) In general. For each Plan Year a Participating Employer will
contribute, on behalf of each Participant employed by the Participating
Employer who is eligible to receive a Participating Employer Matching
Contribution as determined under the Adoption Agreement, and for whom a
Salary Reduction Contribution has been made during the Year, a
Participating Employer Matching Contribution equal to the amount specified
in the Adoption Agreement.

(b) Code section 401(m) limits.

(1) Actual contribution ratios. For each Plan Year, the Administrator
will determine the "actual contribution ratio" for each Participant who
receives a Participating Employer Matching Contribution or who would have
received a Participating Employer Matching Contribution if he or she had
made a Salary Reduction Contribution. The actual contribution ratio shall
be the ratio, calculated to the nearest one-hundredth of one percent, of
(A) the sum of Participating Employer Matching Contributions made on behalf
of such Participant for the Plan Year, to (B) such Participant's 401(m)
compensation (as hereinafter defined) for the applicable period. For
purposes of determining such Participant's actual contribution ratio,
(i) Contributions will be taken into account only to the extent permitted
by Department of Treasury regulation section 1.401(m)-1(b)(5);
(ii) If a highly compensated Participant is subject to the family
aggregation rules of Code section 414(q)(6) (for example, because such
Participant is one of the ten most highly compensated Eligible Employees),
the family group shall be treated as a single highly compensated
Participant with an actual contribution ratio determined by combining the
Participating Employer Matching Contributions and compensation of all the
eligible family members;
(iii) A "highly compensated Participant" means a Participant who, during
the Plan Year in question or the preceding Plan Year, (A) received
compensation in excess of $75,000, (as adjusted under Code section 414(q)),
(B) received compensation in excess of $50,000 (as adjusted under Code
section 414(q)) and was in the top-paid group of employees (as defined in
Code section 414(q)), based upon the exclusion of all employees excludable
under Code section 414(q)(8) for the Year, or (C) was at any time an
officer of the Participating Employer and received compensation greater
than 50% of the amount described in Code section 415(b)(1)(A). An
individual who was not described in (A), (B), or (C) of the previous
sentence for the preceding Plan Year shall be a highly compensated
Participant for the current Plan Year only if he is among the 100 employees
of the Participating Employer with the greatest compensation for the Plan
Year;
(iv) "401(m) compensation" means for purposes of these 401(m) limits, the
Participant's wages, salaries, fees for professional services and other
amounts received (without regard to whether or not an amount is paid in
cash) for personal services actually rendered in the course of employment
with the Participating Employer to the extent that the amounts are
includable in gross income, plus any such amounts that would have been
received by the Participant but for a salary reduction agreement with a
Participating Employer under a Code section 125 or 403(b) arrangement, but
not including those items excludable from the definition of compensation
under Department of Treasury regulations section 1.415-2(d)(2);
(v) The "applicable period" for each Participant for a given Plan Year
shall be the 12 month period ending on the last day of such Plan Year;
provided, that to the extent permitted under Code section 401(m), the
Administrator may choose, on a uniform basis, to treat as the applicable
period only that portion of the Plan Year during which the individual was a
Participant.

(2) Actual contribution percentages. The actual contribution ratios for
highly compensated Participants shall be averaged to determine the actual
contribution percentage for the highly compensated group for the Plan Year,
and the actual contribution ratios for Participants who are not highly
compensated Participants shall be averaged to determine the actual
contribution percentage for the nonhighly compensated group for the Plan
Year. The actual contribution percentages for any Plan Year must satisfy
at least one of the following tests, which shall be interpreted and applied
by the Administrator in a manner consistent with Department of Treasury
regulation sections 1.401(m)-1 and 1.401(m)-2.
(i) The actual contribution percentage for the highly compensated group
does not exceed 125 percent of the actual contribution percentage for the
nonhighly compensated group; or
(ii) The excess of the actual contribution percentage for the highly
compensated group over the actual contribution percentage for the nonhighly
compensated group does not exceed two percentage points, and the actual
contribution percentage for the highly compensated group does not exceed
twice the actual contribution percentage of the nonhighly compensated
group.

(3) Adjustments by Administrator. If, prior to the time all
Participating Employer Matching Contributions for a Plan Year have been
contributed, the Administrator determines that such Contributions are being
made at a rate which will cause the Code section 401(m) limits to be
exceeded for the Plan Year, the Administrator may, in its sole discretion,
limit the amount of such Contributions to be made with respect to one or
more highly compensated Participants for the balance of the Plan Year to
the extent the Administrator deems appropriate.

(4) Excess aggregate contributions. If the Code section 401(m) limits
have not been met for a Plan Year after all contributions for the Plan Year
have been made, the Administrator shall determine the amount of excess
aggregate contributions with respect to highly compensated Participants.
To do so, the Administrator will reduce the actual contribution ratio of
the highly compensated Participant with the highest actual contribution
ratio to the extent necessary to (i) enable the Plan to satisfy the 401(m)
limits or (ii) cause such Participant's actual contribution ratio of the
highly compensated Participant with the next highest actual contribution
ratio, and will repeat this process until the Plan satisfies the Code
section 401(m) limits. The amount of excess aggregate contributions for
each highly compensated Participant for the Plan Year shall equal the
amount of Participating Employer Matching Contributions actually made under
the Plan for the Plan Year, less the product of (i) the highly compensated
Participant's reduced actual contribution ratio as determined under the
preceding sentence, and (ii) his or her compensation. Any excess aggregate
contributions will be distributed as provided below. In no event will
excess aggregate contributions remain unallocated or be allocated to a
suspense account for allocation in a future Plan Year.

(5) Distribution of excess aggregate contributions. The Participating
Employer shall cause a Participant's excess aggregate contributions,
adjusted for income or loss pursuant to Department of Treasury regulation
section 1.401(m)-1(e)(3)(ii), to be distributed to the Participant.
Distribution of excess aggregate contributions will be designated as such
and made after the close of the Plan Year to which the contributions
relate, but within 12 months after the close of such Plan Year. The
determination and distribution of excess aggregate contributions with
respect to a highly compensated Participant whose actual contribution ratio
is determined pursuant to the family aggregation rules will be accomplished
pursuant to Department of Treasury regulation section
1.401(m)-1(e)(4)(iii).

(6) Recordkeeping requirement. The Administrator, on behalf of each
Participating Employer, shall maintain such records as are necessary to
demonstrate compliance with the Code section 401(m) limits.

4.3 PARTICIPATING EMPLOYER NON-MATCHING CONTRIBUTIONS. For each Plan
Year, a Participating Employer will contribute, on behalf of each
Participant employed by the Participating Employer who is eligible to
receive a Participating Employer Non-Matching Contribution as determined
under the Adoption Agreement, the amount of Participating Employer
Non-Matching Contribution specified in the Adoption Agreement.

If the Plan is integrated, the percentage of Compensation contributed on
behalf of each Participant with respect to Compensation in excess of the
Integration Level shall not exceed the percentage of Compensation
contributed on behalf of each Participant with respect to Compensation
below the Integration Level by more than the lesser of (i) the percentage
contributed with respect to Compensation below the Integration Level, or
(ii)(I) if the Integration Level is the Social Security Taxable Wage Base,
5.7 percent, or (II) if the Integration Level is 80 percent or less of the
Social Security Taxable Wage Base, 4.3 percent. The Social Security
Taxable Wage Base used to determine the Integration Level shall be that in
effect on the first day of the Plan Year.

4.4 CODE SECTIONS 403(B) AND 415 LIMITATIONS; SEPARATE ACCOUNTING.
Notwithstanding Sections 4.1, 4.2 and 4.3, the total contribution required
to be made for a Participant in any Plan Year under such Sections may not
exceed the Participant's "exclusion allowance" for the Plan Year under Code
section 403(b) or the limitations under Code section 415 on the
Participant's "annual addition" for the Plan Year (which shall be the
"limitation year" for such purposes under Code section 415). All of the
applicable requirements of Code sections 403(b) and 415 are incorporated
herein by reference. It shall be the responsibility of each Participant to
determine and inform the Administrator of (a) his or her maximum exclusion
allowance, and (b) any contributions by an employer other than an
Affiliated Employer which are to be aggregated with contributions under the
Plan in determining the Code section 415 limits with respect to the
Participant. Amounts contributed under Sections 4.1, 4.2 and 4.3 above
shall be separately accounted for.

4.5 TIMING OF CONTRIBUTIONS. In accordance with Department of Labor
Regulations section 2510.3-102, Salary Reduction Contributions will be paid
in cash to the Annuity Contract issuer or Custodial Account Custodian, as
the case may be, as soon after the applicable pay period as such
contributions can reasonably be segregated from the general assets of the
Participating Employer, but in any event within 90 days after the date on
which the Compensation to which such contributions relate is paid.
Participating Employer Matching Contributions and Participating Employer
Non-Matching Contributions for a Plan Year will be contributed in cash to
the Annuity Contract issuer or Custodial Account custodian, as the case may
be, with such frequency as the Adoption Agreement shall specify, but in any
event no less frequent than annually and no later than the 15th day of the
6th calendar month following the close of the Participating Employer's
fiscal year with or within which the Plan Year ends.

4.6 ROLLOVER CONTRIBUTIONS. If permitted under the Adoption Agreement
and to the extent provided under an Annuity Contract or Custodial Account,
an Employee may make a rollover contribution to the Annuity Contract issuer
or Custodian Account Custodian for his or her account under the Plan upon
demonstration to the Administrator that the contribution is eligible for
transfer to the Plan pursuant to the rollover provisions of the Code.

4.7 PLAN TO PLAN TRANSFERS. If permitted under the Adoption Agreement
and to the extent provided under an Annuity Contract or Custodial Account,
and pursuant to, and subject to the terms of Revenue Ruling 90-24 issued by
the Internal Revenue Service, an Employee may transfer to the Annuity
Contract issuer or Custodial Account Custodian for his or her account under
the Plan, any funds invested in another custodial account or annuity
contract described in Code section 403(b).

4.8 VESTING. Each Participant will at all times have a fully vested and
nonforfeitable interest in the portion of his or her accumulations under
his or her Annuity Contracts and/or Custodial Accounts attributable to his
or her Salary Reduction Contributions and any After-Tax Contributions and
Rollover Contributions. Each Participant will have a vested percentage
interest in the portion of his or her accumulations under his or her
Annuity Contracts and/or Custodial Accounts attributable to his or her
Participating Employer Matching Contributions and Participating Employer
Non-Matching Contributions, determined in accordance with the vested
percentage provisions of the Adoption Agreement.

4.9 FORFEITURES.

(a) In general. Any portion of a Participant's interest in his or her
Annuity Contracts or Custodial Accounts in which he or she is not vested
upon separation from service for any reason will be forfeited as of the
earlier of

(i) the expiration of 5 consecutive One Year Periods of Severance, or

(ii) the distribution of the vested portion of his or her Annuity
Contracts or Custodial Accounts if such distribution is made as a result of
the Participant's separation from service.

(b) Certain Restorations. Notwithstanding the preceding paragraph, if a
Participant forfeits any portion of his or her interest or his or her
Annuity Contracts or Custodial Accounts as a result of the complete
distribution of the vested portion of his or her Annuity Contracts or
Custodial Accounts but thereafter returns to the employ of a Participating
Employer, the amount forfeited will be recredited to the Participant's
Annuity Contract or Custodial Account from which it was forfeited if he or
she repays to the Plan the entire amount previously distributed, without
interest, prior to the earlier of (i) the close of the fifth consecutive
One Year Period of Severance or (ii) the fifth anniversary of the date on
which the Participant is reemployed. The Participant's vested percentage
in the amount so recredited will thereafter be determined under the terms
of the Plan as if no forfeiture had occurred. The money required to effect
the restoration of a Participant's Account shall come from other amounts
forfeited during the Plan Year of restoration, and to the extent such funds
are inadequate, from a special contribution by the Participant's
Participating Employer.

(c) Application of forfeitures. Any forfeitures occurring in a Plan Year
with respect to an Employee of a Participating Employer

(i) first, will be applied to the restoration of any accounts of Employees
of the Participating Employer as required for such Year; and

(ii) to the extent amounts remain after the application of (i) above, will
be applied against the Participating Employer's Matching Contributions for
the Plan Year in which the forfeitures occurred, and to the extent any
forfeitures remain after such application, they will be applied against the
Participating Employer's Matching Contributions for the next Plan Year.

4.10 AFTER-TAX CONTRIBUTIONS. If permitted under the Adoption Agreement
and to the extent provided under an Annuity Contract or Custodial Account,
Participants may make contributions to the Plan on an after-tax basis.
After-Tax Contributions made to the Plan are subject to the Code section
401(m) limits, Code section 415 limitations and the timing of contribution
rules under Department of Labor Regulations section 2510.3-102. These
After-Tax Contributions are to be included under Section 4.2(b) for testing
(and correction) purposes. For correction purposes, After-Tax
Contributions will be distributed before Participating Employer Matching
Contributions.

4.11 INVESTMENT OPTIONS. All contributions made for the benefit of a
Participant shall be invested in such one or more Annuity Contracts and/or
Custodial Accounts as the Administrator shall make available from time to
time. The Administrator may prescribe rules permitting a Participant to
direct the investment of the contributions made for his or her benefit
within or among such Annuity Contracts and/or Custodial Accounts, and, at
such times as the Administrator may prescribe, change such investment
directions. The Administrator may prescribe that the Plan is to be an
ERISA section 404(c) plan, in which event Participants will be given a
reasonable opportunity (within the meaning of ERISA section 404(c) and the
regulations promulgated thereunder) to give investment instructions (in
writing or otherwise, with an opportunity to obtain written confirmation of
such instructions) to the Administrator who will be obligated to comply
with such instructions except as otherwise provided under section 404(c)
regulations.

ARTICLE 5 - IN-SERVICE WITHDRAWALS PRIOR TO SEPARATION FROM
SERVICE

5.1 IN GENERAL. Except as provided in this Article 5, in-service
withdrawals are not permitted.

5.2 HARDSHIP WITHDRAWALS.

(a) Immediate and heavy financial need. If permitted under the Adoption
Agreement and to the extent provided in an Annuity Contract or Custodial
Account, and subject to Section 5.5, a Participant may make a withdrawal
from his or her vested interest in the Annuity Contract or Custodial
Account (excluding any income attributable to Salary Reduction
Contributions which is allocated after December 31, 1988 and any amounts
attributable to Participating Employer Matching Contributions and
Participating Employer Non-Matching made to a Custodial Account after
December 31, 1988), in the event of an immediate and heavy financial need
arising from

(i) uninsured medical expenses described in Internal Revenue Service
Publication 502 (as in effect for the year of withdrawal) incurred by the
Participant, his or her spouse or any of his or her dependents (as defined
in Code section 152);

(ii) costs directly related to the purchase of a principal residence of
the Participant (excluding mortgage payments);

(iii) the payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, his or her spouse,
children or dependents (as defined in Code section 152); or

(iv) payments necessary to prevent the eviction of the Participant from
his or her principal residence or foreclosure on the mortgage on that
principal residence.

(b) Distribution of amount necessary to meet need. As soon as
practicable after (i) the Administrator's determination that an immediate
and heavy financial need exists with respect to the Participant, and (ii)
all other distributions and nontaxable loans currently available under the
Plan and all other plans maintained by the Affiliated Employers have been
made, the Administrator will direct the Annuity Contract issuer or Account
custodian to pay to the Participant the amount necessary to meet the need
created by the hardship (but not in excess of the value of the
Participant's vested interest in an Annuity Contract or Custodial Account).
The amount necessary to meet the need may include the amount of any
federal, state or local income taxes or penalties reasonably anticipated to
result from the withdrawal.

(c) Effect of hardship distribution. If a Participant receives a
hardship distribution under this Section, then any Salary Reduction
Contribution election shall be suspended for 12 months, beginning with the
pay period after the hardship withdrawal is approved. In addition, the
maximum amount of Salary Reduction Contributions which may be made on
behalf of the Participant for the Plan Year in which the suspension ends
shall be the elective deferral limit in effect under Code section 402(g)
for that Plan Year, less the amount of Salary Reduction Contributions made
on behalf of the Participant for the Plan Year in which the suspension took
effect.

5.3 LOANS. If permitted under the Adoption Agreement and to the extent
provided by an Annuity Contract or Custodial Account, and subject to
Section 5.5, a Participant may borrow against his or her vested interest in
the Annuity Contract or Custodial Account, as the case may be. Loans from
an Annuity Contract or Custodial Account will be made only in accordance
with the terms of such Contract or Account, and only in the event that:

(d) the loans (i) are available to all Participants on a reasonably
equivalent basis, (ii) are not made available to highly compensated
employees (within the meaning of Code section 414(q)) in an amount
(determined under Department of Labor regulation section 2550.408b-1(d))
greater than the amount made available to other employees, (iii) are made
in accordance with specific written procedures, (iv) bear a reasonable rate
of interest, (v) are adequately secured, (vi) are amortized evenly and at
least quarterly, and (except in the case of a loan used to acquire a
principal residence) (vi) are repayable within 5 years; and

(e) the loan amount does not exceed the lesser of (i) 50% of the
aggregate amount of Salary Reduction Contributions, vested Participating
Employer Matching Contributions and vested Participating Employer
Non-Matching Contributions, plus allocable earnings, or (ii) $50,000
(reduced by the highest outstanding loan balance during the year which ends
on the date before the loan is made).

The Administrator shall promulgate such rules and procedures, not
inconsistent with the express provisions of this Section, as it deems
necessary to carry out the purpose of this Section. In addition, the
Annuity Contract or Custodial Account from which a loan is made may contain
additional rules and procedures. All such rules and procedures shall be
deemed a part of the Plan for purposes of the Department of Labor
regulation section 2550.408b-1(d).

5.4 WITHDRAWALS AFTER 59 1/2. If permitted under the Adoption agreement
and to the extent provided in an Annuity Contract or Custodial Account, and
subject to Section 5.5, a Participant who has attained age 59 1/2 may make
a withdrawal of his or her vested interest in the Annuity Contract or
Custodial Account. As soon as reasonably practicable after the
Participant's request, the Administrator will direct the Annuity Contract
issuer or Custodial Account Custodian to pay the Participant the amount
requested.

5.5 SPOUSAL CONSENT. If the distribution is subject to the joint and
survivor annuity requirements of Code sections 401(a)(11) and 417 and ERISA
section 205, no withdrawal or loan under this Article 5 may be made to a
Participant who is married on the date of a withdrawal or loan unless the
Participant's spouse consents thereto within 90 days prior to such
withdrawal or loan. Such consent must be made in the same manner as
provided under Article 6 below for distributions after separation from
service.

ARTICLE 6 - DISTRIBUTIONS AFTER SEPARATION FROM SERVICE

6.1 SEPARATIONS FROM SERVICE OTHER THAN DEATH. In the case of a
Participant's separation from the service of the Affiliated Employers for
reasons other than death, vested benefits will be paid in accordance with
this Section 6.1, subject to the statutory distribution rules under Section
6.3.

(a) Participants who are not married on their Annuity Starting Date. A
Participant who is not married on his or her Annuity Starting Date will be
entitled to elect to receive vested distributions from his or her Annuity
Contracts and/or Custodial Accounts upon the Participant's separation from
service (for reasons other than death) in the form or forms provided under,
and subject to, the terms of the Adoption Agreement as well as the
applicable Annuity Contract or Custodial Account. Notwithstanding the
foregoing, and where an Annuity Contract or Custodial Account so provides,
in the case of a Participant whose entire vested balances under the Plan do
not exceed (and, at the time of any prior distribution, had not exceeded)
$3,500, such balance will be distributed as soon as practicable in a single
sum.

(b) Participants who are married on their Annuity Starting Date. In the
case of a Participant who is married on his or her Annuity Starting Date,
vested distributions on account of the Participant's separation from
service (for reasons other than death) from the Affiliated Employers will
be made as provided in Section 6.1(a) above, provided, however, if the
distribution is one to which Code sections 401(a)(11) and 417 and ERISA
section 205 apply, the following additional rules apply:

(i) In the case of a Participant whose total vested balances under the
Plan exceed $3,500, benefits payable to a Participant who is married on his
or her Annuity Starting Date shall be paid in the form of a qualified joint
and survivor annuity. A qualified joint and survivor annuity is an annuity
that pays a lifetime periodic benefit to the Participant, and after the
Participant's death pays a periodic benefit to the Participant's surviving
spouse during the spouse's remaining lifetime in an amount that is at least
50% but not more than 100% of the periodic benefit payable during the
Participant's lifetime.

(ii) A Participant who is married on his or her Annuity Starting Date may
waive the qualified joint and survivor annuity and elect any other form of
benefit available under an Annuity Contract or Custodial Account as
described in Section 6.1(a) above, or designate a joint annuitant other
than the Participant's spouse, if the Participant's spouse consents to the
election in the manner described in paragraph (iii). Any such election
must be executed and filed during the 90 day period ending on the Annuity
Starting Date. The Administrator will provide such information to
Participants in connection with the waiver and consent as may be required
from time to time under ERISA section 205.

(iii) Spousal consent as required under this Section must be in writing,
must specify the optional form of benefit elected and any non-spouse
beneficiaries, must acknowledge the effect of the election or action to
which the consent applies, and must be witnessed by a notary public or Plan
representative. Unless the consent form expressly provides that the
Participant may make further elections without further consent of the
spouse, the consent will be effective only with respect to the specific
election of form of benefit or beneficiary, or both, to which the consent
relates. Spousal consent will be effective only with respect to that
spouse, but shall be irrevocable once made. Spousal consent will not be
required if it is established to the satisfaction of the Plan
representative that there is no spouse, that the spouse cannot be located,
or that such other circumstances exist as the Secretary of the Treasury may
by regulations prescribe.

6.2 DEATH BENEFITS. Benefits payable upon the death of a Participant
will be paid only as provided in this Section 6.2, subject to the statutory
distribution rules under Section 6.3.

(a) Death prior to Annuity Starting Date: Unmarried Participants. In the
case of a Participant who dies prior to his or her Annuity Starting Date
and is not married on the date of death, amounts held in an Annuity
Contract or Custodial Account for his or her benefit will be paid to the
beneficiary designated by the Participant in accordance with the terms of
such Annuity Contract or Custodial Account. Distribution will be made in
the form or forms as provided in such Annuity Contract or Custodial
Account.

(b) Death prior to Annuity Starting Date: Married Participants. In the
case of a Participant who dies prior to his or her Annuity Starting Date
and is married on the date of death, distributions on account of the
Participant's death will be made as provided in Section 6.2(a) to the
Participant's beneficiary. The Participant's beneficiary will be his or
her surviving spouse unless, prior to the Participant's death, the
surviving spouse had consented to permit the Participant to name another
beneficiary. Such spousal consent must be done in a manner consistent with
the requirements of Code section 401(a)(11) for distributions to which Code
sections 401(a)(11) and 417 do not apply. Notwithstanding the foregoing
provisions of this paragraph, if the distributions are ones to which Code
sections 401(a)(11) and 417 and ERISA section 205 apply, the following
rules apply:

(i) The Participant's surviving spouse will be entitled to receive an
annuity during the spouse's lifetime having a present value, at the time of
the Participant's death, equal to a percentage (no less than 50%, and no
more than 100%) of the present value of the Participant's Annuity Contracts
and Custodial Accounts as may be specified in such Annuity Contracts and
Custodial Accounts. In the event that no such percentage is specified in
any particular Annuity Contract or Custodial Account, the percentage shall
be 50%. Any portion of an Annuity Contract or Custodial Account not
payable to the Participant's surviving spouse as provided in this paragraph
(b) will be paid to the beneficiary designated by the Participant pursuant
to the terms of such Annuity Contract or Custodial Account (or, where no
such beneficiary is designated, the Participant's surviving spouse). The
form of distribution available to a nonspouse beneficiary, and any optional
forms available to a surviving spouse, will be as provided in the
particular Annuity Contract(s) or Custodial Account(s) in which
contributions made on behalf of the Participant are held.

(ii) To the extent provided in an Annuity Contract or Custodial Account,
a married Participant may waive the preretirement death benefit for his or
her surviving spouse described in paragraph (b) above and name a
beneficiary entitled to receive benefits in the event the Participant dies
before his or her Annuity Staring Date in lieu of the Participant's
surviving spouse. Any such waiver must be made within the period beginning
on the first day of the Plan Year in which the Participant attains age 35
and ending on the earlier of the Annuity Starting Date or the date of the
Participant's death. In addition, the Participant's spouse must consent to
the waiver in writing and as otherwise described in Section 6.1(b)(iii)
above. The Administrator will provide such information to Participants in
connection with the preretirement survivor benefits and the Participant's
right to waive those benefits as may be required from time to time under
ERISA section 205.

(c) Death on or after Annuity Starting Date. In the case of a Participant
who dies on or after his or her Annuity Starting Date, no benefits will be
payable to a surviving spouse or other beneficiary after the Participant's
death except to the extent provided in the form or forms of distribution in
effect with respect to the Participant pursuant to Section 6.1.

6.3 STATUTORY DISTRIBUTION RULES. A Participant whose balances under the
Plan exceed $3,500 may not have his or her balances immediately distributed
without his or her consent. To the extent required by the Code and ERISA,
all vested amounts held in an Annuity Contract or Custodial Account shall
become payable beginning no later than the earlier of the applicable date
specified in (i) ERISA section 206(a) or (ii) Code sections 403(b)(10) and
401(a)(9) (which in general is April 1 following the calendar year in which
the Participant attains age 70 1/2). Benefits payable to the Participant
in accordance with these statutory distribution rules will be paid over the
life of the Participant or the joint lives of the Participant and his or
her beneficiary, or over a period not extending beyond the life expectancy
of the Participant or the joint life expectancy of the Participant and his
or her beneficiary, all as determined under Code sections 403(b)(10) and
401(a)(9). In accordance with Code section 401(a)(9)(B), benefits payable
upon the death of the Participant prior to his or her Annuity Starting Date
will be distributed in full within five years after the death of the
Participant unless an exemption specified in Code section 401(a)(9)(B)
applies, in which case benefits may be payable over the period (and
starting at such time) as specified in Code section 401(a)(9)(B). Benefits
payable upon the death of the Participant after his or her Annuity Starting
Date will be distributed at least as rapidly as under the method of
distribution in effect for the Participant at the time of his or her death.
All amounts held in an Annuity Contract or Custodial Account will be
payable in accordance with the incidental benefit rules as determined under
proposed Treasury Regulation section 1.403(b)-2 (and its successors). As
required by the Code and ERISA, a Participant shall be furnished all
required distribution notices at least 30 days but not more than 90 days
prior to distribution under the Plan. If a distribution is one to which
Code sections 401(a)(11) and 417 and ERISA section 205 do not apply,
however, the distribution may commence less than 30 days after the notice
required by law is given, if (1) the Administrator clearly informs the
Participant that the Participant has a right to a period of at least 30
days after receiving the notice to consider the decision whether or not to
elect a distribution and, if applicable, a particular distribution option,
and (2) the Participant, after receiving the notice, affirmatively elects a
distribution.

6.4 OPTIONAL DIRECT TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTIONS. A
Participant who is entitled to receive an eligible rollover distribution
within the meaning of sections 403(b)(10) and 401(a)(31) of the Code may
elect to have the distribution paid directly, in whole or in part, to (i)
an individual retirement account or annuity described in section 408 of the
Code, or (ii) a tax-sheltered annuity plan described in section 403(b) of
the Code which is a defined contribution plan and which permits the
acceptance of rollover distributions.

6.5 FORFEITURES. If a Participant terminates his employment, any portion
of his benefit not payable to him under Section 6.1 will be forfeited by
him as of the earlier of (i) the date of the complete distribution to him
of the vested portion of his benefit, if any, or (ii) the date on which he
has five consecutive One Year Periods of Severance, subject to the
possibility of reinstatement as described in the following paragraph. Such
forfeitures will be applied to reduce the contributions of the
Participating Employer.

If a Participant who has forfeited any portion of his benefit under the
preceding paragraph does not again become an Employee prior to the date on
which he has five consecutive One Year Periods of Severance, then the
amount so forfeited shall be permanently forfeited. If a Participant
forfeits any portion of his benefit under the preceding paragraph but does
again become an Employee prior to such date, then the amount so forfeited,
without any adjustment for the earnings, expenses, or losses or gains of
the assets credited to his benefit since the date forfeited, will be
recredited to his account as of the last day of the Plan Year in which he
again becomes an Employee, but only if he repays to the Plan within five
years after the date of his reemployment the amount previously distributed
to him, without interest, under Section 6.1. The provisions of the Plan
will thereafter apply as if no forfeiture had occurred. The amount to be
recredited pursuant to this paragraph will be derived first from the
forfeitures, if any, which as of the date of recrediting have yet to be
applied as provided in the preceding paragraph, and, to the extent such
forfeitures are insufficient, from a special Participating Employer
Contribution.

ARTICLE 7 - CLAIMS AND REVIEW PROCEDURES

7.1 CLAIMS PROCEDURE. If any person believes he or she is being denied
any rights or benefits with respect to the terms of an Annuity Contract or
Custodial Account, such person shall contact the Annuity Contract issuer or
Account custodian, and shall proceed with such claim under the applicable
claim provisions of the Annuity Contract or Custodial Account. If any
person believes he or she is being denied any rights or benefits relating
to the amount of contributions, or any other Plan provision, 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, giving the specific reasons for the decision,
specific reference to pertinent Plan provisions, 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 information as to the steps to be taken if the person wishes
to submit a request for review. If notification of the decision on the
claim is not made 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) the claim will be considered denied and the person may
request a review of his or her claim.

7.2 REVIEW PROCEDURE. A request for review must be made in writing to
the Administrator within 60 days after the Administrator's notice of
denial. A person (or his or her authorized representative) may file a
written request with the Administrator for a review of his or her denied
claim and of pertinent documents, submit written issues and comments to the
Administrator and request a hearing. The decision on review will be given
within 60 days (or 120 days if a hearing is held) after the request for
review is received by the Administrator. The decision on review will be in
writing and will include specific reasons, including specific references to
pertinent Plan provisions.

ARTICLE 8 - ADMINISTRATION

8.1 POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator
will have discretionary authority to administer the Plan in all of its
details, subject, however, to ERISA. The Administrator will have all those
discretionary powers necessary to carry out the terms of the Plan
including, but not limited to, the power: to make and enforce such rules
as it deems necessary or proper for the efficient administration of the
Plan; to interpret the Plan, to decide all questions concerning the Plan
and the eligibility of any person to participate in the Plan; to decide
which Annuity Contracts and Custodial Accounts will be available for
contribution, from time to time; to authorize the payment of benefits; to
appoint such agents, counsel, and consultants as it deems necessary to
assist in administering the Plan; and to allocate and delegate, by written
instrument, its duties and responsibilities. Any interpretation of the
Plan or other determination with respect to the Plan by the Administrator
or its delegate shall be final and conclusive on all persons in the absence
of clear and convincing evidence that the Administrator or its delegate
acted arbitrarily and capriciously.

8.2 NAMED FIDUCIARY. The Administrator will be a "named fiduciary" for
purposes of section 402(a)(1) of ERISA. The Administrator will have
authority to control and manage the operation and administration of the
Plan and will be responsible for complying with all of the reporting and
disclosure requirements of Part I of Subtitle B of Title I of ERISA.

8.3 EXPENSES OF ADMINISTRATION. Any reasonable expense of administering
the Plan or of any Annuity Contract or Custodial Account, unless paid by a
Participating Employer, shall be apportioned among and charged against the
individual Annuity Contracts and Custodial Accounts of the Participants in
such manner as the Administrator may direct, except that expenses allocable
to specific Annuity Contracts or Custodial Accounts shall be charged
against such Contracts or Accounts.

ARTICLE 9 - MISCELLANEOUS

9.1 AMENDMENT AND TERMINATION. The Employer shall at all times have the
power to amend or terminate the Plan, any such amendment or termination to
take effect retroactively if the Employer so provides. No such amendment or
termination, however, will adversely affect the rights of Participants and
their beneficiaries to benefits attributable to contributions made prior to
the amendment or termination.

9.2 LIMITATION OF RIGHTS. Neither the establishment of the Plan nor
any amendment thereof will be construed as giving to any Participant or
other person any legal or equitable right against a Participating Employer
or the Administrator except as provided in this document. In no event will
the terms of employment or service of any Participant be modified or in any
way be affected by the existence of the Plan.
9.3 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be
assigned or alienated, except in the case of a qualified domestic relations
order within the meaning of Code section 414(p) and ERISA section 206.

FIDELITY INVESTMENTS 403(B) SAMPLE PLAN
ADOPTION AGREEMENT
(The Sample 403(b) Plan and Adoption Agreement are for use by Tax Exempt
Employers. These documents are samples only and must be reviewed by
Employer's legal counsel or other employee benefit plan advisor. They may
be tailored to Employer's specific requirements. These documents have not
been filed as a prototype plan with the Internal Revenue Service.)
ADOPTION AGREEMENT
FIDELITY INVESTMENTS 403(B) SAMPLE PLAN
I. GENERAL INFORMATION
1. (a) Name of Employer:
(b) Address and telephone number:
(c) Employer identification number:
(d) Business of Employer: __________________________
2. (a) Name of principal contact: _______________________
(b) Office to provide information to Participants:
3. (a) Name of Plan:
(b) Plan Year ends:
(c) Plan number:
(d) Employer's fiscal year ends:
II. ADOPTION
The Employer hereby
(a) ___ adopts a 403(b) plan in the form of the Fidelity Investments 403(b)
Sample Plan
(b) ___ amends, restates and continues its existing 403(b) Plan in the form
of The Fidelity Investments 403(b) Sample Plan
(c) ___ Permits ___ does not permit Affiliated Employers to adopt the Plan
with the approval of the Employer

III. SALARY REDUCTION PRE-TAX CONTRIBUTIONS
A. Eligibility - Except as indicated below, all Employees of the Employer
are eligible to elect to have Salary Reduction Pre-Tax Contributions made
to the Plan.
Exceptions (check each applicable exclusion)
(a) ___ Employees who normally work less than 20 hours per week
(b) ___ Non resident aliens
(c) ___ Students performing services described in section 3121(b)(10) of
the Internal Revenue Code
(d) ___ Employees who wish to contribute $200 or less
B. Amount - The amount of Salary Reduction Pre-Tax Contributions for an
Employee will be determined under the Salary Reduction Agreement between
the Employee and the Employer.
IV. EMPLOYER CONTRIBUTIONS
A. Eligibility - Employees of the Employer who meet the conditions
specified below are eligible to receive an Employer Contribution.
1. Length of Service Requirements
(a) date of employment
(b) six months of service
(c) one Year of Service
Note: If you wish to check the following, you cannot elect age 26 under
IV.A.3.(c) below and you must elect 100% immediate vesting under V.A.(a)
below.
(d) ___ two Years of Service
2. Hours of Service (complete only if 1 or 2 Years of Service for
Participation are required)
To be credited with a Year of Service for Participation,
(a) ___ 1,000 or more Hours of Service are required
(b) ___ 500 or more Hours of Service are required
(c) ___ no Hours of Service are required
(d) ___ specify Hours of Service required, must be less than 1,000)
3. Age requirements -
(a) ___ no age requirement
(b) ___ attain age 21
(c) ___ attain age ___ (specify between 18 and 20)
Note: If you wish to check the following, you must be a tax-exempt
educational institution and you may not elect a two Years of Service
requirement under IV.A.1.(d) above.
(d) ___ attain age 26
4. The following categories of employees are excluded (check each
applicable exclusion)
(a) ___ Employees who normally work less than 20 hours per week
(b) ___ Non resident aliens
(c) ___ Students performing services described in section 3121(b)(10) of
the I.R.C.
(d) ___ Union Employees
(e) ___ Other (specify)
B. Amount - The amount of Employer Contributions for an eligible Employee
will be determined as follows:
1. Matching Contributions (Insert your desired formula)
2. Non-Matching Contributions
(a) ___ discretionary % of each Participant's Compensation (% to be
determined each year by Employer and must be uniform)
(b) ___% of each Participant's Compensation
(c) ___% of each Participant's Compensation up to the Integration Level,
plus % of each Participant's Compensation in excess of the Integration
Level
3. For Non-Matching Contributions, the Integration Level is:
(a) ___ the Social Security Taxable Wage Base
(b) ___ 80% of the Social Security Taxable Wage Base
(c) ___ 50% of the Social Security Taxable Wage Base
4. For Matching or Non-Matching Contributions, the Compensation to be used
is:
(a) ___ total salary and wages (includes overtime and bonus) ___
includingexcluding salary reduction contributions ___
(b) ___ basic salary and wages (no overtime, bonus, etc.) ___ including ___
excluding salary reduction contributions
5. Contributions will be remitted:
For Matching Contributions For Non-Matching Contributions
(a) ___monthly (a) ___monthly
(b) ___quarterly (b) ___ quarterly
(c) ___semi-annually (c) ___semi-annually
(d) ___annually (d) ___annually
(e) ___other* (e) ___other*
(*specify period, may not be less frequent than annually)
V. VESTED PERCENTAGE
A. For Matching or Non-Matching Contributions, a Participant's vested
percentage upon termination prior to Normal Retirement Age is: [check one]
(a) ___ 100% immediate
(b) ___ 100% after ___ complete Years of Service for Vesting (not more than
5)

(c) ___ a percentage determined in accordance with the following schedule
Years of Service Percentage* Minimum
For Vesting Percentage*

at least 1 0

2 0

3 20

4 40

5 60

6 80

7 or more 100

* Note: Insert the desired applicable Percentage opposite each Year of
Service for Vesting which must at least equal the Minimum Percentage.
B. For Matching or Non-Matching Contributions, a Participant's vested
percentage upon termination on or after Normal Retirement Age is 100%.
C. For Salary Reduction Pre-Tax Contributions and any Voluntary after-tax
contributions, a Participant's vested percentage is always 100%.
VI. NORMAL RETIREMENT AGE
The Normal Retirement Age under the Plan is:
(a) ___ age 65
(b) ___ age ___ (specify between 55 and 64)
VII. VOLUNTARY CONTRIBUTIONS
Voluntary after-tax contributions by Participants to the Plan
(a) ___ are permitted
(b) ___ are not permitted
VIII. ROLLOVER CONTRIBUTIONS
Rollover contributions from another 403(b) plan to the Plan in accordance
with the Plan
(a) ___ are permitted
(b) ___ are not permitted

IX. PLAN TO PLAN TRANSFERS
Direct transfers from another 403(b) plan to the Plan in accordance with
the Plan
(a) ___ are permitted
(b) ___ are not permitted
X. HARDSHIP WITHDRAWALS
In Service Withdrawals for hardship in accordance with the Plan
(a) ___ are permitted
(b) ___ are not permitted
XI. OTHER WITHDRAWALS
In Service Withdrawals in accordance with applicable Plan limits
(a) ___ are permitted only after the Participant attains age 59 1/2
(b) ___ are not permitted
XII. LOANS
In Service Loans in accordance with the Plan
(a) ___are permitted
(b) ___ are not permitted
XIII. DISTRIBUTIONS AND PAYMENTS
Distributions under the Plan may be paid as (check one or more as desired):
(a) ___ lump sum
(b) ___ under systematic withdrawal plan (installments)
(c) ___ purchase of annuity contract
(d) ___ other (specify)
Note: Under the Plan, if a Participant's Account does not exceed $3,500,
distribution will be made in a lump sum as soon as practicable following
retirement or termination of employment.
Note also: Distributions selected in the Adoption Agreement must be
consistent with the provisions of the Plan, the Custodial Account or other
plan funding vehicle, and applicable law.
XIV. FUNDING
A.(a) The Employer has established by separate agreement a Custodial
Account under the Plan for all Participants in the form of The Fidelity
Investments Section 403(b)(7) Custodial Account Agreement with Fidelity
Management Trust Company of Boston, Massachusetts as Custodian of said
Account to be invested in shares of regulated investment companies managed
by Fidelity Management & Research Company.
(b) Each Participant will establish by separate agreement a Custodial
Account under the Plan in the form of The Fidelity Investments Section
403(b)(7) Custodial Account Agreement with Fidelity Management Trust
Company of Boston, Massachusetts as Custodial of said Account to be
invested in shares of regulated investment companies managed by Fidelity
Management & Research Company.
Note: You must provide the Custodian with a list of Plan Participants and
such other information as the Custodian may require.
B. Under the Plan, investments in other Custodial Accounts (to be invested
in shares of regulated investment companies which are not managed by
Fidelity Management & Research Company) or an Annuity Contract ___ are ___
are not available.
(If any such other investments have been established, please list them
here.)
_________________________________________________
_________________________________________________
XV. TRANSFERS BETWEEN FUNDING VEHICLES
If funding vehicles other than a Fidelity Investments Section 403(b)(7)
Custodial Account are available under the Plan (as designated by the
Employer in section XIV-B of this Adoption Agreement), transfers between
such available funding vehicles
(a) ___ are permitted
(b) ___ are not permitted
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ___ day of ____________, ____ (insert day, month and year).
________________________
Employer
By:_______________________

Exhibit 15
DISTRIBUTION AND SERVICE PLAN
of Fidelity Dividend Growth Fund
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of the single
existing series of shares (the "Portfolio") of Fidelity Dividend Growth
Fund (the "Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1993, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust or other organizational document, any
obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any other
series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
LG912940020

Exhibit 16 (b)
SCHEDULE FOR COMPUTATION OF PERFORMANCE CALCULATIONS
CUMULATIVE TOTAL RETURNS and their income and capital components are
described in the fund's Statement of Additional Information, and are based
on the net asset values, dividends, capital gain distributions, and
reinvestment prices of the historical period covered.
AVERAGE ANNUAL RETURNS are calculated according to the following formula:
Average Annual Return = [(1 + Cumulative Return)1/n] - 1
[where n = the number of years in the base period]
Fidelity Growth & Income Fund

<TABLE>
<CAPTION>
<S> <C>
Name: Growth & Income (027) A. Pay Date E. Original SharesI. CG Short M. Cap Gain Shares Q. Cap Gains

rec'd in

Cash

Notes: Load Increased from 2% toB. X-Date F. Total Value J. NAV N. Cap Gain Value R. Cost of

reinvest'd

Distribut

ions

Load: 0.97 C. Reinvest NAV G. Dividends K. Div Shares O. Total Value

Redempt D. Monthend H. CG Long L. Dividend VaP. Divs rec'd in Cash

FiscYea31-Jul

A B C D E F G H I J K L M N O P Q R

1.00 30-Dec-85 970.000 9700.00 10.00 9700

1.00 Dec-85 970.000 9700.00 10.00 0 0 0 0 9700 0 0 0

1.00 Jan-86 970.000 10252.90 10.57 0 0 0 0 10253 0 0 0

1.00 Feb-86 970.000 11232.60 11.58 0 0 0 0 11233 0 0 0

1.00 Mar-86 970.000 12580.90 12.97 0 0 0 0 12581 0 0 0

1.00 Apr-86 970.000 12697.30 13.09 0 0 0 0 12697 0 0 0

1.00 May-86 970.000 13104.70 13.51 0 0 0 0 13105 0 0 0

1.00 Jun-86 970.000 13444.20 13.86 0 0 0 0 13444 0 0 0

14-Jul 13.38 Jul-86 970.000 12813.70 0.05 13.21 4 48 0 0 12862 49 0 49

1.00 Aug-86 970.000 13502.40 13.92 4 50 0 0 13553 49 0 49

1.00 Sep-86 970.000 12639.10 13.03 4 47 0 0 12686 49 0 49

13-Oct 13.17 Oct-86 970.000 13201.70 0.05 13.61 7 100 0 0 13301 97 0 97

1.00 Nov-86 970.000 13240.50 13.65 7 100 0 0 13340 97 0 97

29-Dec 13.39 Dec-86 970.000 12930.10 0.06 13.33 12 156 0 0 13086 155 0 156

1.00 Jan-87 970.000 14491.80 14.94 12 175 0 0 14667 155 0 156

1.00 Feb-87 970.000 15180.50 15.65 12 183 0 0 15364 155 0 156

1.00 Mar-87 970.000 15636.40 16.12 12 189 0 0 15825 155 0 156

13-Apr 15.90 Apr-87 970.000 15529.70 0.09 16.01 17 276 0 0 15806 243 0 244

1.00 May-87 970.000 15587.90 16.07 17 277 0 0 15865 243 0 244

1.00 Jun-87 970.000 16160.20 16.66 17 288 0 0 16448 243 0 244

13-Jul 16.99 Jul-87 970.000 16916.80 0.14 17.44 25 443 0 0 17360 378 0 382

1.00 Aug-87 970.000 17256.30 17.79 25 452 0 0 17708 378 0 382

1.00 Sep-87 970.000 17120.50 17.65 25 448 0 0 17569 378 0 382

13-Oct 16.04 Oct-87 970.000 12522.70 0.14 1.18 12.91 34 440 73 945 13908 514 1145 1696

1.00 Nov-87 970.000 11853.40 12.22 34 416 73 895 13165 514 1145 1696

22-Dec 12.68 Dec-87 970.000 12222.00 0.08 0.17 12.60 41 515 88 1105 13842 592 1310 1966

1.00 Jan-88 970.000 12988.30 13.39 41 547 88 1174 14710 592 1310 1966

1.00 Feb-88 970.000 13677.00 14.10 41 576 88 1236 15490 592 1310 1966

15-Mar 13.94 Mar-88 970.000 13250.20 0.14 13.66 52 709 88 1198 15157 728 1310 2119

1.00 Apr-88 970.000 13463.60 13.88 52 721 88 1217 15401 728 1310 2119

1.00 May-88 970.000 13638.20 14.06 52 730 88 1233 15601 728 1310 2119

06-Jul 22-Jun 14.58 Jun-88 970.000 14132.90 0.14 14.57 63 912 88 1277 16322 863 1310 2275

1.00 Jul-88 970.000 14123.20 14.56 63 911 88 1276 16311 863 1310 2275

1.00 Aug-88 970.000 13958.30 14.39 63 900 88 1262 16120 863 1310 2275

12-Oct 23-Sep 14.65 Sep-88 970.000 14326.90 0.14 14.77 73 1082 88 1295 16704 999 1310 2432

1.00 Oct-88 970.000 14608.20 15.06 73 1103 88 1320 17032 999 1310 2432

1.00 Nov-88 970.000 14394.80 14.84 73 1087 88 1301 16783 999 1310 2432

30-Dec 16-Dec 14.75 Dec-88 970.000 14404.50 0.20 14.85 89 1316 88 1302 17022 1193 1310 2658

1.00 Jan-89 970.000 15306.60 15.78 89 1398 88 1383 18088 1193 1310 2658

1.00 Feb-89 970.000 15141.70 15.61 89 1383 88 1369 17893 1193 1310 2658

05-Apr 22-Mar 15.68 Mar-89 970.000 15471.50 0.14 15.95 99 1576 88 1398 18446 1329 1310 2818

1.00 Apr-89 970.000 16131.10 16.63 99 1644 88 1458 19233 1329 1310 2818

1.00 May-89 970.000 16887.70 17.41 99 1721 88 1526 20135 1329 1310 2818

05-Jul 21-Jun 17.43 Jun-89 970.000 16868.30 0.14 17.39 108 1880 88 1525 20273 1465 1310 2980

1.00 Jul-89 970.000 18003.20 18.56 108 2007 88 1627 21637 1465 1310 2980

1.00 Aug-89 970.000 18391.20 18.96 108 2050 88 1662 22104 1465 1310 2980

21-Sep 07-Sep 18.08 Sep-89 970.000 17498.80 0.14 0.68 18.04 117 2113 132 2373 21985 1601 1969 3936

1.00 Oct-89 970.000 16945.90 17.47 117 2047 132 2298 21290 1601 1969 3936

1.00 Nov-89 970.000 17227.20 17.76 117 2081 132 2336 21644 1601 1969 3936

21-Dec 07-Dec 16.94 Dec-89 970.000 16654.90 0.33 0.50 0.09 17.17 141 2419 174 2987 22061 1921 2541 5057

1.00 Jan-90 970.000 15781.90 16.27 141 2292 174 2830 20905 1921 2541 5057

1.00 Feb-90 970.000 16024.40 16.52 141 2328 174 2874 21226 1921 2541 5057

21-Mar 09-Mar 16.65 Mar-90 970.000 16169.90 0.14 16.67 152 2529 174 2900 21599 2056 2541 5237

1.00 Apr-90 970.000 15752.80 16.24 152 2464 174 2825 21042 2056 2541 5237

1.00 May-90 970.000 16916.80 17.44 152 2646 174 3034 22596 2056 2541 5237

15-Jun 15-Jun 17.35 Jun-90 970.000 16703.40 0.14 17.22 162 2792 174 2996 22491 2192 2541 5419

1.00 Jul-90 970.000 16587.00 17.10 162 2773 174 2975 22335 2192 2541 5419

1.00 Aug-90 970.000 15170.80 15.64 162 2536 174 2721 20428 2192 2541 5419

07-Sep 07-Sep 15.33 Sep-90 970.000 13968.00 0.14 0.22 14.40 174 2507 193 2775 19250 2328 2755 5889

1.00 Oct-90 970.000 13938.90 14.37 174 2502 193 2769 19210 2328 2755 5889

1.00 Nov-90 970.000 14627.60 15.08 174 2625 193 2906 20159 2328 2755 5889

14-Dec 14-Dec 15.09 Dec-90 970.000 14763.40 0.16 15.22 188 2865 193 2933 20562 2483 2755 6103

1.00 Jan-91 970.000 16111.70 16.61 188 3127 193 3201 22439 2483 2755 6103

1.00 Feb-91 970.000 17469.70 18.01 188 3391 193 3471 24331 2483 2755 6103

08-Mar 08-Mar 18.56 Mar-91 970.000 18313.60 0.12 18.88 197 3719 193 3638 25671 2600 2755 6265

1.00 Apr-91 970.000 18565.80 19.14 197 3770 193 3688 26025 2600 2755 6265

1.00 May-91 970.000 19632.80 20.24 197 3987 193 3900 27520 2600 2755 6265

14-Jun 14-Jun 19.69 Jun-91 970.000 18206.90 0.10 18.77 204 3827 193 3617 25651 2697 2755 6401

1.00 Jul-91 970.000 19322.40 19.92 204 4062 193 3839 27223 2697 2755 6401

1.00 Aug-91 970.000 19885.00 20.50 204 4180 193 3950 28015 2697 2755 6401

09-Sep 06-Sep 19.33 Sep-91 970.000 18982.90 0.10 0.26 0.38 19.57 211 4129 238 4657 27768 2794 3376 7412

1.00 Oct-91 970.000 19322.40 19.92 211 4202 238 4740 28265 2794 3376 7412

1.00 Nov-91 970.000 18313.60 18.88 211 3983 238 4493 26789 2794 3376 7412

09-Dec 06-Dec 19.10 Dec-91 970.000 19875.30 0.06 20.49 215 4414 238 4876 29165 2852 3376 7497

1.00 Jan-92 970.000 20350.60 20.98 215 4520 238 4992 29862 2852 3376 7497

1.00 Feb-92 970.000 20796.80 21.44 215 4619 238 5102 30517 2852 3376 7497

16-Mar 13-Mar 20.98 Mar-92 970.000 20273.00 0.10 20.90 222 4644 238 4973 29890 2949 3376 7640

1.00 Apr-92 970.000 20728.90 21.37 222 4749 238 5085 30563 2949 3376 7640

1.00 May-92 970.000 20806.50 21.45 222 4766 238 5104 30677 2949 3376 7640

15-Jun 12-Jun 21.18 Jun-92 970.000 20282.70 0.12 20.91 230 4816 238 4976 30074 3065 3376 7811

1.00 Jul-92 970.000 20699.80 21.34 230 4915 238 5078 30693 3065 3376 7811

1.00 Aug-92 970.000 20486.40 21.12 230 4864 238 5026 30376 3065 3376 7811

08-Sep 04-Sep 18.89 Sep-92 970.000 18371.80 0.12 1.03 1.24 18.94 239 4535 411 7780 30687 3182 5578 11249

1.00 Oct-92 970.000 18517.30 19.09 239 4571 411 7842 30930 3182 5578 11249

1.00 Nov-92 970.000 19089.60 19.68 239 4712 411 8084 31886 3182 5578 11249

07-Dec 04-Dec 19.33 Dec-92 970.000 19118.70 0.23 0.11 0.02 19.71 259 5099 422 8311 32530 3405 5704 11832

1.00 Jan-93 970.000 19652.20 20.26 259 5242 422 8543 33437 3405 5704 11832

1.00 Feb-93 970.000 19875.30 20.49 259 5301 422 8640 33817 3405 5704 11832

15-Mar 12-Mar 20.77 Mar-93 970.000 20486.40 0.12 21.12 268 5666 422 8906 35058 3521 5704 12030

1.00 Apr-93 970.000 20457.30 21.09 268 5658 422 8893 35008 3521 5704 12030

1.00 May-93 970.000 20884.10 21.53 268 5776 422 9079 35739 3521 5704 12030

28-Jun 25-Jun 21.47 Jun-93 970.000 21087.80 0.12 21.74 278 6034 422 9167 36289 3637 5704 12229

1.00 Jul-93 970.000 21243.00 21.90 278 6078 422 9235 36556 3637 5704 12229

1.00 Aug-93 970.000 22077.20 22.76 278 6317 422 9598 37992 3637 5704 12229

07-Sep 03-Sep 22.18 Sep-93 970.000 21669.80 0.12 0.26 0.16 22.34 287 6402 453 10127 38198 3754 6111 13131

1.00 Oct-93 970.000 21912.30 22.59 287 6474 453 10240 38626 3754 6111 13131

1.00 Nov-93 970.000 21417.60 22.08 287 6327 453 10009 37754 3754 6111 13131

06-Dec 03-Dec 21.79 Dec-93 970.000 21553.40 0.16 0.19 0.16 22.22 299 6647 481 10682 38882 3909 6451 14003

1.00 Jan-94 970.000 22368.20 23.06 299 6898 481 11086 40352 3909 6451 14003

1.00 Feb-94 970.000 21941.40 22.62 299 6766 481 10875 39582 3909 6451 14003

21-Mar 18-Mar 22.68 Mar-94 970.000 20884.10 0.10 21.53 307 6606 481 10351 37841 4006 6451 14178

1.00 Apr-94 970.000 21301.20 21.96 307 6738 481 10557 38597 4006 6451 14178

1.00 May-94 970.000 21369.10 22.03 307 6760 481 10591 38720 4006 6451 14178

20-Jun 17-Jun 22.07 Jun-94 970.000 20903.50 0.10 21.55 315 6784 481 10360 38048 4103 6451 14353

1.00 Jul-94 970.000 21504.90 22.17 315 6979 481 10658 39143 4103 6451 14353

1.00 Aug-94 970.000 22329.40 23.02 315 7247 481 11067 40643 4103 6451 14353

06-Sep 02-Sep 21.99 Sep-94 970.000 21165.40 0.10 0.70 0.14 21.82 323 7044 548 11962 40171 4200 7265 16013

1.00 Oct-94 970.000 21417.60 22.08 323 7128 548 12104 40650 4200 7265 16013

1.00 Nov-94 970.000 20622.20 21.26 323 6863 548 11655 39140 4200 7265 16013

05-Dec 02-Dec 20.73 Dec-94 970.000 20457.30 0.10 0.39 0.01 21.09 332 6996 584 12311 39764 4297 7653 16933

1.00 Jan-95 970.000 20699.80 21.34 332 7079 584 12457 40235 4297 7653 16933

1.00 Feb-95 970.000 21310.90 21.97 332 7288 584 12824 41423 4297 7653 16933

20-Mar 17-Mar 22.25 Mar-95 970.000 21883.20 0.100000 22.56 340 7675 584 13169 42727 4394 7653 17122

1.00 Apr-95 970.000 22494.30 23.19 340 7889 584 13537 43920 4394 7653 17122

1.00 May-95 970.000 23134.50 23.85 340 8114 584 13922 45170 4394 7653 17122

19-Jun 16-Jun 24.07 Jun-95 970.000 23454.60 0.100000 24.18 348 8416 584 14114 45985 4491 7653 17311

1.00 Jul-95 970.000 24347.00 25.10 348 8736 584 14651 47735 4491 7653 17311

</TABLE>

<ARTICLE> 6
<CIK> 0000754510
<NAME> Fidelity Securities Fund
<SERIES>
<NUMBER> 11
<NAME> Fidelity OTC Portfolio
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> Year

<FISCAL-YEAR-END> jul-31-1995

<PERIOD-END> jul-31-1995

<INVESTMENTS-AT-COST> 1,577,168

<INVESTMENTS-AT-VALUE> 2,107,823

<RECEIVABLES> 26,341

<ASSETS-OTHER> 1

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 2,134,165

<PAYABLE-FOR-SECURITIES> 14,752

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 9,335

<TOTAL-LIABILITIES> 24,087

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 1,533,045

<SHARES-COMMON-STOCK> 67,863

<SHARES-COMMON-PRIOR> 54,853

<ACCUMULATED-NII-CURRENT> 0

<OVERDISTRIBUTION-NII> 0

<ACCUMULATED-NET-GAINS> 46,379

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> 530,654

<NET-ASSETS> 2,110,078

<DIVIDEND-INCOME> 7,969

<INTEREST-INCOME> 9,476

<OTHER-INCOME> 0

<EXPENSES-NET> 12,235

<NET-INVESTMENT-INCOME> 5,210

<REALIZED-GAINS-CURRENT> 60,211

<APPREC-INCREASE-CURRENT> 493,273

<NET-CHANGE-FROM-OPS> 558,694

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 5,090

<DISTRIBUTIONS-OF-GAINS> 6,456

<DISTRIBUTIONS-OTHER> 0

<NUMBER-OF-SHARES-SOLD> 50,478

<NUMBER-OF-SHARES-REDEEMED> 37,963

<SHARES-REINVESTED> 495

<NET-CHANGE-IN-ASSETS> 880,219

<ACCUMULATED-NII-PRIOR> 0

<ACCUMULATED-GAINS-PRIOR> (7,717)

<OVERDISTRIB-NII-PRIOR> 0

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<GROSS-ADVISORY-FEES> 7,611

<INTEREST-EXPENSE> 3

<GROSS-EXPENSE> 12,255

<AVERAGE-NET-ASSETS> 1,502,474

<PER-SHARE-NAV-BEGIN> 22.420

<PER-SHARE-NII> .090

<PER-SHARE-GAIN-APPREC> 8.790

<PER-SHARE-DIVIDEND> .090

<PER-SHARE-DISTRIBUTIONS> .120

<RETURNS-OF-CAPITAL> 0

<PER-SHARE-NAV-END> 31.090

<EXPENSE-RATIO> 81

<AVG-DEBT-OUTSTANDING> 0

<AVG-DEBT-PER-SHARE> 0

<ARTICLE> 6
<CIK> 0000754510
<NAME> Fidelity Securities Fund
<SERIES>
<NUMBER> 21
<NAME> Fidelity Growth & Income Portfolio
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> Year

<FISCAL-YEAR-END> jul-31-1995

<PERIOD-END> jul-31-1995

<INVESTMENTS-AT-COST> 10,025,445

<INVESTMENTS-AT-VALUE> 12,121,234

<RECEIVABLES> 145,854

<ASSETS-OTHER> 2,549

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 12,269,637

<PAYABLE-FOR-SECURITIES> 140,220

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 23,353

<TOTAL-LIABILITIES> 163,573

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 9,684,491

<SHARES-COMMON-STOCK> 482,277

<SHARES-COMMON-PRIOR> 394,940

<ACCUMULATED-NII-CURRENT> 27,390

<OVERDISTRIBUTION-NII> 0

<ACCUMULATED-NET-GAINS> 298,452

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> 2,095,731

<NET-ASSETS> 12,106,064

<DIVIDEND-INCOME> 209,542

<INTEREST-INCOME> 88,262

<OTHER-INCOME> 0

<EXPENSES-NET> 77,295

<NET-INVESTMENT-INCOME> 220,509

<REALIZED-GAINS-CURRENT> 462,592

<APPREC-INCREASE-CURRENT> 1,412,882

<NET-CHANGE-FROM-OPS> 2,095,983

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 175,942

<DISTRIBUTIONS-OF-GAINS> 508,140

<DISTRIBUTIONS-OTHER> 0

<NUMBER-OF-SHARES-SOLD> 136,992

<NUMBER-OF-SHARES-REDEEMED> 80,408

<SHARES-REINVESTED> 30,753

<NET-CHANGE-IN-ASSETS> 3,348,864

<ACCUMULATED-NII-PRIOR> 8,861

<ACCUMULATED-GAINS-PRIOR> 357,175

<OVERDISTRIB-NII-PRIOR> 0

<OVERDIST-NET-GAINS-PRIOR> 0

<GROSS-ADVISORY-FEES> 51,730

<INTEREST-EXPENSE> 7

<GROSS-EXPENSE> 78,305

<AVERAGE-NET-ASSETS> 9,991,524

<PER-SHARE-NAV-BEGIN> 22.170

<PER-SHARE-NII> .430

<PER-SHARE-GAIN-APPREC> 4.140

<PER-SHARE-DIVIDEND> .400

<PER-SHARE-DISTRIBUTIONS> 1.240

<RETURNS-OF-CAPITAL> 0

<PER-SHARE-NAV-END> 25.100

<EXPENSE-RATIO> 77

<AVG-DEBT-OUTSTANDING> 0

<AVG-DEBT-PER-SHARE> 0

<ARTICLE> 6
<CIK> 0000754510
<NAME> Fidelity Securities Fund
<SERIES>
<NUMBER> 31
<NAME> Fidelity Blue Chip Growth Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> Year

<FISCAL-YEAR-END> jul-31-1995

<PERIOD-END> jul-31-1995

<INVESTMENTS-AT-COST> 5,435,520

<INVESTMENTS-AT-VALUE> 6,478,332

<RECEIVABLES> 174,279

<ASSETS-OTHER> 4,519

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 6,657,130

<PAYABLE-FOR-SECURITIES> 217,634

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 18,090

<TOTAL-LIABILITIES> 235,724

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 5,064,217

<SHARES-COMMON-STOCK> 197,040

<SHARES-COMMON-PRIOR> 88,660

<ACCUMULATED-NII-CURRENT> 3,300

<OVERDISTRIBUTION-NII> 0

<ACCUMULATED-NET-GAINS> 309,049

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> 1,044,840

<NET-ASSETS> 6,421,406

<DIVIDEND-INCOME> 33,583

<INTEREST-INCOME> 15,320

<OTHER-INCOME> 0

<EXPENSES-NET> 39,339

<NET-INVESTMENT-INCOME> 9,564

<REALIZED-GAINS-CURRENT> 348,645

<APPREC-INCREASE-CURRENT> 936,474

<NET-CHANGE-FROM-OPS> 1,294,683

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 0

<DISTRIBUTIONS-OF-GAINS> 64,196

<DISTRIBUTIONS-OTHER> 0

<NUMBER-OF-SHARES-SOLD> 162,136

<NUMBER-OF-SHARES-REDEEMED> 56,233

<SHARES-REINVESTED> 2,477

<NET-CHANGE-IN-ASSETS> 4,192,888

<ACCUMULATED-NII-PRIOR> 10,286

<ACCUMULATED-GAINS-PRIOR> 38,676

<OVERDISTRIB-NII-PRIOR> 0

<OVERDIST-NET-GAINS-PRIOR> 0

<GROSS-ADVISORY-FEES> 26,386

<INTEREST-EXPENSE> 12

<GROSS-EXPENSE> 40,460

<AVERAGE-NET-ASSETS> 3,842,086

<PER-SHARE-NAV-BEGIN> 25.140

<PER-SHARE-NII> .070

<PER-SHARE-GAIN-APPREC> 7.960

<PER-SHARE-DIVIDEND> 0

<PER-SHARE-DISTRIBUTIONS> .580

<RETURNS-OF-CAPITAL> 0

<PER-SHARE-NAV-END> 32.590

<EXPENSE-RATIO> 102

<AVG-DEBT-OUTSTANDING> 0

<AVG-DEBT-PER-SHARE> 0

<ARTICLE> 6
<CIK> 0000754510
<NAME> Fidelity Securities Fund
<SERIES>
<NUMBER> 41
<NAME> Fidelity Dividend Growth Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> Year

<FISCAL-YEAR-END> jul-31-1995

<PERIOD-END> jul-31-1995

<INVESTMENTS-AT-COST> 412,931

<INVESTMENTS-AT-VALUE> 470,854

<RECEIVABLES> 8,244

<ASSETS-OTHER> 0

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 479,098

<PAYABLE-FOR-SECURITIES> 10,338

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 3,907

<TOTAL-LIABILITIES> 14,245

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 392,873

<SHARES-COMMON-STOCK> 28,982

<SHARES-COMMON-PRIOR> 6,196

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