Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 3

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             Defined Benefit Pension Plan                                             
                  On November 15, 1984, the partnership established                   
             a defined benefit pension plan for one of its partners,                  
             Mr. Arland T. Stein, who was the sole participant of the                 
             plan.  The plan was designated the RSSM/ATS Defined                      
             Benefit Pension Plan #25-0749630/125 (the plan).  It became              
             effective on January 1, 1984, and was amended on January 1,              
             1985.  The plan and the trust that formed a part thereof,                
             as described below, constituted a qualified pension plan                 
             within the meaning of section 401(a), and the trust was                  
             tax-exempt under section 501(a).                                         
                  The general administration of the plan and the                      
             responsibility for carrying out its provisions were placed               
             in the hands of a "committee".  The plan document provides               
             that the committee is to be appointed by the partnership                 
             and "shall consist of, or include, the individual named                  
             on the cover page of the Plan"; viz, Mr. Stein, the sole                 
             participant.  There is no evidence that the partnership                  
             appointed any other person to be a member of the committee.              
                  The plan document designates the committee as the                   
             "plan administrator" within the meaning of section 3(16)(A)              
             of the Employee Retirement Income Security Act of 1974,                  
             Pub. L. 93-406, 88 Stat. 835.  Accordingly, the committee                








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