Estate of James F. Hall, Jr., Deceased, Harriet Hall, Executrix, and Harriet Nixon Hall - Page 4

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          for the payment of retirement benefits in the event an employee             
          ceased employment with Hadd-Too due to total disability:                    

               4.05  Disability:  A participant whose service with the                
               Employer ceases due to a total disability for a period                 
               of twelve (12) months or more, prior to his normal, or                 
               where applicable, late retirement date, shall receive                  
               the actuarial equivalent of his Accrued Benefit.  A                    
               participant is deemed disabled, if he is receiving                     
               Social Security disability payments or is receiving                    
               disability insurance payments from any duly organized                  
               insurance company by reason of total disability as                     
               defined by the payor of the disability benefit.  * * *                 

          A participant's "accrued benefit" was defined by the Plan as the            
          normal benefit as of normal retirement age multiplied by a                  
          fraction, the numerator of which is the number of years of                  
          participation in the Plan, and the denominator of which is the              
          number of years of participation if the participant had continued           
          to his normal retirement age.                                               
               At the time of the distribution to Mr. Hall, he had a                  
          diseased foot, which later required amputation below the knee.              
          Mr. Hall essentially lost the use of his right foot prior to                
          1988.  He remained employed with Hadd-Too until his retirement in           
          1988.  As of December 31, 1988, Mr. Hall was fully vested in the            
          Plan.                                                                       
               In 1992, Mr. and Mrs. Hall separated, and Mrs. Hall                    
          initiated divorce proceedings.  They lived separate and apart               
          from 1992 until late 1993.  At the time of Mr. Hall's death in              
          January 1994, however, Mrs. Hall had returned to live with and              





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