Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 5

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                  suspend, in whole or in part, at any time, or                       
                  from time to time, and for any period or periods                    
                  of time, or to discontinue, at any time, the                        
                  contributions described in Section 8.1 hereof,                      
                  provided such act is not in derogation of any law                   
                  or laws which at such time are applicable to                        
                  legal and enforceable rights of this Plan.  The                     
                  fact that the Firm becomes subject to any tax or                    
                  penalty by having failed to make a contribution                     
                  shall not give rights under or to this Plan to                      
                  require contributions.                                              

             Trust Agreement for the Plan                                             
                  On November 15, 1984, the managing partner of the                   
             partnership also established a trust as part of the plan                 
             by executing the Trust Agreement For the RSSM/ATS Defined                
             Benefit Pension Plan (the trust agreement).  Mr. Stein is                
             designated therein as the sole trustee of the trust, and he              
             executed the trust agreement in that capacity.  The trust                
             agreement provides that the trust is to be construed,                    
             administered, and enforced, to the extent not preempted by               
             applicable Federal law, in accordance with the laws of the               
             Commonwealth of Pennsylvania.                                            
                  The trustee's powers included the power to retain,                  
             purchase, sell, convey, or transfer property, and to vote                
             either in person or by proxy any stocks, bonds, or other                 
             securities held in the fund.  One of the powers given to                 
             the trustee under the trust agreement is the power:                      








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