necessary or appropriate to qualify or maiitaia the Plan. as a plan meeting the

requirements of the applicable sections of the Code or the applicable

provisions of ERISA or may suspend operation of the Plan due to repeal or

modification of any applicable poztions of the Code or ERISA. The Plan shall

not be used for or diverted to purposes other than for the exclusive benefit

of participants or their dependents, and no amendment shall divest any person

of an interest therein, except as may be required by the Internal Revenue

Service or other governmental authority, or give any personally assignable or

exchangeable interest or any right or thing of exchangeable value in advance

of the time distribution is to be made to such person.



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