INTERNAL REVENUE SERVICE LETTER

Internal Revenue Service Department of the Treasury


Plan Description: Prototype Standardized Profit Sharing Plan
FFN: 50270630005-001 Case: 9307141 EIN: 13-1912900 Washington, DC 20224
BPD: 05 Plan: 001 Letter Serial No: D261029a

SMITH BARNEY SHEARSON INC. Person to Contact: Mr. Dua

RETIREMENT PLAN SERVICES 37TH FLOOR Telephone No: (202) 622-8380
388 GREENWICH STREET
NEW YORK, NY 10013 Refer Reply to: E:EP:Q:3

Date: 08/02/93


Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use to employers for the
benefit of their employees. This opinion relates only to the acceptability
of the form of the plan under the Internal Revenue Code. It is not an
opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this
plan. You are also requested to send a copy of the approved form of the
plan, any approved amendments and related documents to each Key District
Director of Internal Revenue Service in whose jurisdiction there are
adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will
not issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified
plan for one or more employees who are covered by this plan, other than a
specified paired plan within the meaning of section 7 of Rev. Proc. 89-9,
1989-1 C.B. 780; or (2) after December 31, 1985, the employer maintains a
welfare benefit fund defined in Code section 419(e), which provides
postretirement medical benefits allocated to separate accounts for key
employees as defined in Code section 419A(d)(3).

An employer that has adopted a standardized plan may not rely on this
opinion letter with respect to: (1) whether any amendment or series of
amendments to the plan satisfies the nondiscrimination requirements of
section 1.401(a)(4)-5(a) of the regulations, except with respect to plan
amendments granting past service that meet the safe harbor described in
section 1.401(a)(4)-5(a)(5) and are not part of a pattern of amendments
that significantly discriminates in favor of highly compensated employees;
or (2) whether the plan satisfies the effective availability requirement of
section 1.401(a)(4)-4(c) of the regulations with respect to any benefit,
right or feature.

An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with
respect to whether a benefit, right or other feature that is prospectively
eliminated satisfies the current availability requirements of section
1.401(a)-4 of the regulations.

The employer may request a determination (1) as to whether the plan,
considered with all related qualified plans and, if appropriate, welfare
benefit funds, satisfies the requirements of Code section 401(a)(16) as to
limitations on benefits and contributions on Code section 415; (2)
regarding the nondiscriminatory effect of grants of past service; and (3)
with respect to whether a prospectively eliminated benefit, right or
feature satisfies the current availability requirements.

Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended,
that pertain to the requirements of sections 401(a)(4), 401(a)(5),
401(a)(17), 401(l), 410(b) and 414(s) of the Code, as amended by the Tax
Reform Act of 1986 or subsequent legislation, (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.

Because you submitted this plan for approval after March 31, 1991, the
continued, interim and extended reliance provisions of section 13 and 17.03
of Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable.

If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This
number is only for use of the sponsoring organization. Individual
participants and/or adopting employers with questions concerning the plan
should contact the sponsoring organization. The plan's adoption agreement
must include the sponsoring organization's address and telephone number for
inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.

Sincerely yours,

[SIGNATURE]

Chief, Employee Plans Qualifications Branch