EXHIBIT 10 (c)

       MELVIN PANKUCH DEFERRED COMPENSATION PLAN AGREEMENT


     THIS AGREEMENT, made and entered into this _____ day of
______________, 1995, by and between BLUE BALL NATIONAL BANK, a
national banking association with principal offices and place of
business at 1060 Main Street, Post Office Box 580, Blue Ball,
Pennsylvania, 17506 (hereinafter referred to as the "Bank"), and
MELVIN PANKUCH, an adult individual residing at 58 Heister
Avenue, New Holland, Pennsylvania (hereinafter referred to as
"Pankuch"),

                           WITNESSETH:

     WHEREAS, Pankuch is employed by the Bank; and

     WHEREAS, the Bank recognizes the valuable services
heretofore performed for it by Pankuch and wishes to encourage
his continued employment; and

     WHEREAS, Pankuch wishes to defer a certain portion of
compensation payable to him; and

     WHEREAS, the parties hereto wish to provide the terms and
conditions upon which the Bank shall pay such deferred
compensation to Pankuch or his designated beneficiary; and

     WHEREAS, the parties intend that this Agreement be
considered an unfunded arrangement, maintained primarily to
provide deferred compensation benefits for Pankuch, a member of
select group of management or highly compensated employees of the
Bank, for purposes of Employee Retirement Income Act of 1974, as
amended;

     NOW, THEREFORE, in consideration of the premises and of the
mutual promises herein contained, the parties hereto agree as
follows:

     1.   DEFINITION OF TERMS.  Certain words and phrases are
defined when first used in this Agreement.  In addition, the
following words and phrases when used herein, unless the context
clearly requires otherwise, shall have the following respective
meanings:

          (a)  Accrued Benefit.  The sum of all Deferred Amounts
     credited to Pankuch's Retirement Account and due and owing
     to Pankuch or his beneficiaries pursuant to this Agreement,
     together with Additions thereto calculated as set forth in
     paragraph 3 hereof, minus any distributions hereunder.

          (b)  Affiliate.  Any corporation, partnership, joint
     venture, association, or similar organization or entity, the
     employees of which would be treated as employed by the Bank
     under Section 414(b) and 414(c) of the Code.

          (c)  Agreement.  This Agreement, together with any and
     all amendments or supplements thereto.

          (d)  Code.  The Internal Revenue Code of 1986, 26
     U.S.C. 101 et seq., as amended or as it may be amended from
     time to time.

          (e)  Compensation.  Total salary and commissions of
     Pankuch paid or accrued by the Bank, exclusive of Accrued
     Benefits, stock options, stock appreciation rights, and any
     employer contributions or payments to any other trust, fund,
     agreement or plan providing retirement, pension, profit
     sharing, health, welfare, death, insurance or similar
     benefits.

          (f)  Deferred Amount.  A portion of the Compensation
     otherwise payable to Pankuch, receipt of which Pankuch has
     elected to defer under the provisions of paragraphs 2 and 4
     hereof.

          (g)  Effective Date.  The date of the execution of this
     Agreement.

          (h)  Election of Deferral.  A written notice filed by
     Pankuch with the Payroll Department of the Bank in
     substantially the form attached hereto as Exhibit "A,"
     specifying the amount of Compensation to be deferred.

          (i)  Fiscal Year.  The taxable year of the Bank.

          (j)  Normal Retirement Date.  The date Pankuch attains
     sixty-five (65) years of age.

          (k)  Notice of Discontinuance.  A written notice filed
     by Pankuch with the Payroll Department of the Bank in
     substantially the form attached hereto as Exhibit "B,"
     requesting discontinuance of the deferral of Pankuch's
     Compensation.

          (l)  Retirement Account.  Book entries maintained by
     the Bank reflecting Deferred Amounts and Additions thereon;
     provided, however, that the existence of such book entries
     and the Retirement Account shall not create and shall not be
     deemed to create a trust of any kind, or a fiduciary
     relationship between the Bank and Pankuch, his designated
     beneficiary, or other beneficiaries under this Agreement.

     2.   DEFERRED COMPENSATION.  Commencing on the Effective
Date, and continuing through the date on which Pankuch's
employment terminates because of his death, normal retirement,
disability, or any other cause, Pankuch and the Bank agree that
Pankuch shall be entitled to elect to defer into his Retirement
Account up to the following maximum amounts of the Compensation
that Pankuch would otherwise be entitled to receive from the Bank
in each of the following Fiscal Year of the Bank:

<TABLE>
                                     Amount Deferred

             <S>                     <C>
             1995                       $10,000.00
             1996                       $11,000.00
             1997                       $12,100.00
             1998                       $13,310.00
             1999                       $14,641.00
             2000                       $16,105.00
             2001                       $17,716.00
             2002                       $19,487.00
             2003                       $21,436.00
             2004                       $23,579.00
</TABLE>

The contemplated Annual Deferral Sum shall be deferred in
substantially equal bi-weekly amounts during each Fiscal Year or
portion thereof during which this Agreement is in effect.  The
amount of Compensation actually deferred in any Fiscal Year,
taking into account discontinuance of deferral pursuant to a
Notice of Discontinuance, termination of Pankuch's employment,
the death of Pankuch, or otherwise is hereinafter referred to as
the "Annual Deferred Amount."  The portions of Pankuch's Annual
Deferred Amount deferred bi-weekly shall be credited to Pankuch's
Retirement Account bi-weekly, as Deferrals are accrued.

     3.   ADDITIONS TO DEFERRED AMOUNTS.  The Bank hereby agrees
that it will credit Deferred Amounts in Pankuch's Retirement
Account with additions thereon ("Additions") from and after the
dates Deferred Amounts are credited to the Retirement Account,
subject to the limitations herein set forth.  Additions to
Deferred Amounts, calculated at the rate of eight percent (8%)
per annum, compounded annually at the end of each Fiscal Year,
shall accrue commencing on the date the Retirement Account first
has a positive balance and shall continue until the first of the
following events to occur:

          (a)  The date that Death Benefits as described in
     paragraph 7(b) hereof, Retirement Benefits, or Disability
     Benefits, whichever applies, end hereunder; or 

          (b)  The date on which Death Benefits as described in
     paragraph 7(a) hereof commence; or

          (c)  The date on which a Termination Benefit or an
     Acquisition Termination Benefit, as herein defined, is paid.

     4.   ELECTION TO DEFER COMPENSATION.  Pankuch may elect an
Annual Deferral Sum hereunder by filing an Election of Deferral. 
The initial Election of Deferral must be filed within thirty (30)
days of the Effective Date of this Agreement.  Such initial
Election of Deferral, if any, shall be effective commencing with
the first day of the first month after it is filed.  Thereafter,
an Election of Deferral must be filed at least thirty (30) days
prior to the beginning of the Fiscal Year to which it pertains
and shall be effective on the first day of the Fiscal Year
following the filing thereof.

     5.   TERMINATION OF ELECTION.  Pankuch's initial Election of
Deferral shall continue in effect, pursuant to the terms of the
Election of Deferral, unless and until Pankuch files with the
Bank a Notice of Discontinuance or a subsequent Election of
Deferral specifying a different amount of deferral.  Each
Election of Deferral filed subsequent to the initial Election of
Deferral shall similarly continue in effect until Pankuch files a
Notice of Discontinuance or a new Election of Deferral.  Any new
Election of Deferral, to be effective, must be filed at least
thirty (30) days prior to the beginning of the Fiscal Year in
which deferral is sought.  A Notice of Discontinuance shall be
effective if filed at least twenty (20) days prior to any
January 1st, April 1st, July 1st or October 1st.  Such Notice of
Discontinuance shall be effective commencing with the
January 1st, April 1st, July 1st or October 1st following its
filing, whichever applies, and shall apply only with respect to
Pankuch's Compensation and bonuses attributable to services not
yet performed.

     6.   RETIREMENT BENEFITS.

          (a)  Retirement Benefit.  The Bank agrees that, from
     and after the retirement of Pankuch from the service of the
     Bank upon reaching his Normal Retirement Date, the Bank
     shall thereafter pay as a retirement benefit (herein
     referred to as the "Retirement Benefit") to Pankuch
     Pankuch's entire Accrued Benefit, payable in equal annual
     installments, due on the 31st day of January of each year
     commencing on the first such date following the Normal
     Retirement Date, for a period of fifteen (15) years.  The
     amount of each annual installment shall be an amount which,
     if paid annually over the remainder of the fifteen (15) year
     payment term, would result in payment of the entire Accrued
     Benefit, together with interest accrued at the rate of eight
     (8%) percent per annum, in equal annual installments.

          (b)  Election of Benefits Upon Normal Retirement Date. 
     Pankuch shall have the option, upon attaining his Normal
     Retirement Date, to elect to receive his Retirement Benefit,
     notwithstanding his continued employment with the Bank after
     he has attained his Normal Retirement Date.  Pankuch's
     election to receive his Retirement Benefit notwithstanding
     his continued employment must be made in writing at least
     ninety (90) days prior to his Normal Retirement Date.  The
     Retirement Benefit payable upon election pursuant to this
     paragraph 6.b shall be the amount that would have been
     payable had Pankuch retired from service with the Bank as of
     his Normal Retirement Date.  Any such election shall be
     irrevocable and shall result in the termination of Pankuch's
     right to any further deferrals hereunder.

     7.   DEATH BENEFITS.

          (a)  Death Benefit Prior to Commencement of Retirement
     or Disability Benefits.  In the event of Pankuch's death
     while in the employment of Bank and prior to commencement of
     Retirement Benefits or Disability Benefits, Bank shall pay
     to Pankuch's designated beneficiary, in accordance with the
     last such designation received by the Bank from Pankuch
     prior to his death, a benefit in fifteen (15) annual
     installments, each in the amount of Forty-Four Thousand Five
     Hundred Sixty and 00/100 ($44,560.00).  If no such
     designation has been received by Bank from Pankuch prior to
     his death, or if said payments are otherwise to be made as
     provided herein, said payments shall be made to Pankuch's
     then-living spouse, so long as she shall live, and
     thereafter to such person or persons, including her estate,
     as she may appoint under her Will, making specific reference
     hereto; if Pankuch is not survived by a spouse, or if said
     spouse shall be then deceased, having failed to so appoint,
     then said payments shall be made to the then-living children
     of Pankuch, if any, in equal shares, for their joint and
     survivor lives; and if none, or after their respective joint
     and survivor lives, any balance thereof in one lump sum to
     the estate of Pankuch.  Payments shall be due on January 31
     of each year, commencing on the first such date occurring
     after the death of Pankuch.  To the extent that the Accrued
     Benefit in Pankuch's Retirement Account exceeds the total of
     payments required under this section, such excess sums shall
     be forfeited.

          (b)  Death Benefit After Commencement of Benefits.  In
     the event of Pankuch's death after the commencement of
     Normal Retirement Benefits, but prior to the completion of
     all such payments due and owing hereunder, the Bank shall
     continue to make such payments, in equal annual
     installments, over the remainder of the period specified in
     paragraph 6 hereof that would have been applicable to
     Pankuch had he survived.  Such continuing payments shall be
     made to Pankuch's designated beneficiary, in accordance with
     the last such designation received by the Bank from Pankuch
     prior to his death.  If no such designation has been
     received by the Bank from Pankuch prior to his death or if
     said payments are otherwise to be made as provided herein,
     said payments shall be made to Pankuch's then living spouse,
     so long as she shall live and thereafter to such person or 
     persons, including her estate, as she may appoint under her
     Will, making specific reference hereto; if Pankuch is not
     survived by a spouse or if she shall fail to so appoint,
     then said payments shall be made to the then living children
     of Pankuch, if any, in equal shares, for their joint and
     survivor lives; and if none, or after their respective joint
     and survivor lives, any balance thereof in one lump sum to
     the estate of Pankuch.  Such continuing payments shall be
     payable on January 31 of each year, commencing on the first
     such date occurring after the death of Pankuch.

     8.   DISABILITY BENEFIT.  In the event that Pankuch is
determined to be Disabled, as defined in the Blue Ball National
Bank Long Term Disability Plan (which definition is incorporated
herein and made a part hereof), then the date of such
determination shall, for purposes of this Agreement, be deemed to
be Pankuch's Normal Retirement Date, and all benefits otherwise
payable to Pankuch following the Normal Retirement Date shall be
payable to Pankuch as a Disability Benefit.

     9.   TERMINATION BENEFIT.  In the event of Pankuch's
termination of employment with the Bank before his Normal
Retirement Date for any reason, other than his death or
Disability (as herein defined) or the occurrence of any
Acquisition Termination (as herein defined), the Bank shall pay
to Pankuch, as compensation for services rendered prior to such
termination, a single sum equal to the total Deferred Amounts
hereunder, exclusive of Additions thereto (herein referred to as
the "Termination Benefit").  In the event of the payment of a
Termination Benefit, any and all Additions credited to Pankuch's
Retirement Account shall be forfeited to the Bank.  The
Termination Benefit shall be payable on the first day of the
first month following the termination of Pankuch's employment
with the Bank.

     10.  ACQUISITION TERMINATION BENEFIT.  In the event that
Bank or PennRock Financial Services Corp., of which Bank is a
wholly-owned subsidiary, should at any time prior to Pankuch's
Normal Retirement Date be acquired by any other entity, and in
the event that Pankuch's employment with Bank or its successor is
subsequently terminated involuntarily prior to Pankuch's Normal
Retirement Date, then such termination shall be deemed an
Acquisition Termination hereunder.  In such event, Bank or its
successor shall pay to Pankuch, as compensation for services
rendered prior to such termination, a single sum equal to the
total Deferred Amounts hereunder, together with all Additions
thereto (the "Acquisition Termination Benefit").  The Acquisition
Termination Benefit shall be payable on the first day of the
first month following the termination of Pankuch's employment
with the Bank or its successor.

     11.  HARDSHIP BENEFIT.  In the event Pankuch suffers a
financial hardship (as hereinafter defined), the Bank may, if it
deems advisable in its sole and absolute discretion, distribute
to or utilize on behalf of Pankuch as a hardship benefit (the
"Hardship Benefit") any portion of Pankuch's Retirement Account
up to, but not in excess of, the Termination Benefit to which
Pankuch would have been entitled as of the date a Hardship
Benefit is distributed or utilized.  Any Hardship Benefit shall
be distributed or utilized at such times as the Bank shall
determine, and the Accrued Benefit in Pankuch's Benefit Account
shall be reduced by the amount so distributed and/or utilized. 
Financial Hardship shall mean dire financial need of Pankuch
caused by temporary or permanent disability or incapacity,
medical or educational expenses, the purchase or maintenance of a
residence, or a material reduction in family income.

     12.  OFFSET FOR OBLIGATIONS TO BANK.  If, at such time as
Pankuch becomes entitled to benefit payments hereunder, Pankuch
has any debt, obligation or other liability representing an
amount owing to the Bank or an Affiliate of the Bank, and if such
debt, obligation, or other liability is due and owing at the time
benefit payments are payable hereunder, the Bank may offset the
amount owing it or an Affiliate against the amount of benefits
otherwise distributable hereunder.

     13.  BENEFICIARY DESIGNATION.  Pankuch shall have the right,
at any time, to submit in substantially the form attached hereto
as Exhibit "C," a written designation of primary and secondary
beneficiaries to whom payment under this Agreement shall be made
in the event of his death prior to complete distribution of the
benefits due and payable under the Agreement.  Each beneficiary
designation shall become effective only when receipt thereof is
acknowledged in writing by the Bank.

     14.  NO TRUST CREATED.  Nothing created in this Agreement,
and no action taken pursuant to its provisions by either party
hereto shall create, or be construed to create, a trust of any
kind, or a fiduciary relationship between the Bank and Pankuch,
his designated beneficiary, other beneficiaries of Pankuch or any
other person.

     15.  BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS;
UNSECURED GENERAL CREDITOR STATUS OF PANKUCH.

          (a)  The payments to Pankuch or his designated
     beneficiary or any other beneficiary hereunder shall be made
     from assets which shall continue, for all purposes, to be a
     part of the general, unrestricted assets of the Bank; no
     person shall have any interest in any such assets by virtue
     of the provisions of this Agreement.  The Bank's obligation
     hereunder shall be an unfunded and unsecured promise to pay
     money in the future.  To the extent that any person acquires
     a right to receive payments from the Bank under the
     provisions hereof, such right shall be no greater than the
     right of any unsecured creditor of the Bank, no such person
     shall have nor require any legal or equitable right,
     interest or claim in or to any property or assets of the
     Bank.

          (b)  This promise of future payment by Bank to Pankuch
     shall be unfunded and unsecured and shall not be construed
     as a transfer of any present right to receive payment. 
     Pankuch shall derive no present economic benefit from this
     Agreement.  In the event that, in its discretion, the Bank
     purchases an insurance policy or policies insuring the life
     of Pankuch (or any other property), to allow the Bank to
     recover the cost of providing benefits, in whole or in part,
     hereunder, neither Pankuch, his designated beneficiary nor
     any other beneficiary shall have any rights whatsoever
     therein or in the proceeds therefrom.  The Bank shall be the
     sole owner and beneficiary of any such insurance policy and
     shall possess and may exercise all incidents of ownership
     therein.  No such policy, policies or other property shall
     be held in any trust for Pankuch or any other person nor as
     collateral security for any obligation of the Bank
     hereunder.

     16.  NO CONTRACT OF EMPLOYMENT.  Nothing contained herein
shall be construed to be a contract of employment for any term of
years, nor as conferring upon Pankuch the right to continue to be
employed by the Bank in his present capacity, or in any capacity. 
It is expressly understood by the parties hereto that this
Agreement relates to the payment of deferred compensation for
Pankuch's services, payable after termination of his employment
with the Bank, and is not intended to be an employment contract.

     17.  BENEFITS NOT TRANSFERABLE.  Neither Pankuch, his
designated beneficiary, nor any other beneficiary under this
Agreement shall have any power or right to transfer, assign,
anticipate, hypothecate or otherwise encumber any part or all of
the amounts payable hereunder.  No such amounts shall be subject
to seizure by any creditor of any such beneficiary, by a
proceeding at law or in equity, nor shall such amounts be
transferable by operation of law in the event of bankruptcy,
insolvency or death of Pankuch, his designated beneficiary, or
any other beneficiary hereunder.  Any such attempted assignment
or transfer shall be void.

     18.  DETERMINATION OF BENEFITS.

          (a)  Claim.

          A person who believes that he is being denied a benefit
     to which he is entitled under the Plan (hereinafter referred
     to as a "Claimant") may file a written request for such
     benefit with the Bank, setting forth his claim.  The request
     must be addressed to any Senior Vice President of the Bank
     at its then principal place of business.

          (b)  Claim Decision.

          Upon receipt of a claim, the Bank shall advise the
     Claimant that a reply will be forthcoming within ninety (90)
     days and shall, in fact, deliver such reply within such
     period.  The Bank may, however, extend the reply period for
     an additional ninety (90) days for reasonable cause.

          If the claim is denied in whole or in part, the Bank
     shall adopt a written opinion, using language calculated to
     be understood by the Claimant, setting forth:

               (i)  The specific reason or reasons for such
     denial;

               (ii)  The specific reference to pertinent
     provisions of this Agreement on which such denial is based;

               (iii)  A description of any additional material or
     information necessary for the Claimant to perfect his claim
     and an explanation why such material or such information is
     necessary;

               (iv)  Appropriate information as to the steps to
     be taken if the Claimant wishes to submit the claim for
     review; and

               (v)  The time limits for requesting a review under
     subsection c. and for review under subsection d. hereof.

          (c)  Request for Review.

          Within sixty (60) days after the receipt by the
     Claimant of the written opinion described above, the
     Claimant may request in writing that the Secretary of the
     Bank review the determination of the Bank.  Such request
     must be addressed to the Secretary of the Bank, at its then
     principal place of business.  The Claimant or his duly
     authorized representative may, but need not, review the
     pertinent documents and submit issues and comments in
     writing for consideration by the Bank.  If the Claimant does
     not request a review of the Bank's determination by the
     Secretary of the Bank within such sixty (60) day period, he
     shall be barred and estopped from challenging the Bank's
     determination.

          (d)  Review of Decision.

          Within sixty (60) days after the Secretary's receipt of
     a request for review, he will review the Bank's
     determination.  After considering all materials presented by
     the Claimant, the Secretary will render a written opinion,
     written in a manner calculated to be understood by the
     Claimant, setting forth the specific reasons for the
     decision and containing specific references to the pertinent
     provisions of this Agreement on which the decision is based. 
     If special circumstances require that the sixty (60) day
     time period be extended, the Secretary will so notify the
     Claimant and will render the decision as soon as possible,
     but no later than one hundred twenty (120) days after
     receipt of the request for review.

     19.  AMENDMENT.  This Agreement may not be amended, altered
or modified, except by a written instrument signed by the parties
hereto, or their respective successors, and may not be otherwise
terminated except as provided herein.

     20.  INUREMENT.  This Agreement shall be binding upon and
inure to the benefit of the Bank and its successors and assigns,
and Pankuch, his successors, heirs, executors, administrators and
beneficiaries.

     21.  NOTICE.  Any notice, consent or demand required or
permitted to be given under the provisions of this Agreement
shall be in writing, and shall be signed by the party giving or
making the same.  If such notice, consent or demand is mailed to
a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as
shown on the records of the Bank.  The date of such mailing shall
be deemed the date of notice, consent or demand.  Either party
may change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.

     22.  GOVERNING LAW.  This Agreement, and the rights of the
parties hereunder, shall be governed by and construed in
accordance with the laws of the United States of America and of
the Commonwealth of Pennsylvania.

     IN WHEREOF, the parties have executed this Agreement, in
duplicate, as of the day and year first above written.

ATTEST:                       BLUE BALL NATIONAL BANK


___________________________   By:______________________________
ROBERT K. WEAVER, Secretary        JOSEPH SPADA, SR.,
                                   Vice President


                              ____________________________(SEAL)
                              MELVIN PANKUCH Exhibit A
ELECTION OF DEFERRAL


TO:   BLUE BALL NATIONAL BANK
      Attention: Payroll Department

     I hereby elect to defer a portion of my annual compensation
under the following Schedule:

<TABLE>
<CAPTION>
                                   Amount Deferred
                   <S>             <C>
                   1995               $10,000.00
                   1996               $11,000.00
                   1997               $12,100.00
                   1998               $13,310.00
                   1999               $14,641.00
                   2000               $16,105.00
                   2001               $17,716.00
                   2002               $19,487.00
                   2003               $21,436.00
                   2004               $23,579.00
</TABLE>

I further authorize Blue Ball National Bank to credit all amounts
so deferred to the Retirement Account established pursuant to
that certain Melvin Pankuch Deferred Compensation Plan Agreement,
by and between the undersigned and Blue Ball National Bank, dated
the _____ day of _____________, 1995.

     I understand that this authorization shall remain in effect
until revoked or amended.  I understand that I may revoke
deferral upon at least 20 days' prior written notice, effective
on any January 1st, April 1st, July 1st or October 1st.  I
further understand that I may file an amended Election of
Deferral at least 30 days prior to the beginning of a Fiscal Year
of the Bank, effective on the first day of such Fiscal Year.


Date:   _________________          ______________________________
                                   Melvin Pankuch Exhibit B
NOTICE OF DISCONTINUANCE

TO:   BLUE BALL NATIONAL BANK
      Attention: Payroll Department


     I hereby give notice of my election to discontinue deferral
of my Compensation under that certain Melvin Pankuch Deferred
Compensation Plan Agreement, by and between Blue Ball National
Bank and the undersigned, dated the _____ day of ______________,
1995.  This notice is submitted at least twenty (20) days prior
to January 1st, April 1st, July 1st, or October 1st, and shall be
effective as of such date, as specified below.

Discontinue deferral as of           [ ]  January 1st, 19__
(mark one)                           [ ]  April 1st, 19__
                                     [ ]  July 1st, 19__          
                                     [ ]  October 1st, 19__



                                     ____________________________
                                     Melvin Pankuch

                                     Dated:______________________
                                     Exhibit C
DESIGNATION OF BENEFICIARY
UNDER THE
MELVIN PANKUCH
DEFERRED COMPENSATION PLAN AGREEMENT


I.   Employee:   Melvin Pankuch

II.  The above-named Employee's Revocable Beneficiary under the
     Melvin Pankuch Deferred Compensation Plan Agreement is set
     forth below (CHECK BOX TO LEFT OF APPLICABLE NUMBERED
     SUBPARAGRAPH AND FILL IN THE BLANK(S); CHECK AND COMPLETE
     ONLY ONE NUMBERED SUBPARAGRAPH):

[x]  1.   Employee's spouse, Ruth A. Pankuch, if living at the
          Employee's death; if not, such of the children of the
          marriage of the Employee and said spouse as shall be
          then living, equally, or the issue of any deceased
          child per stirpes.

[ ]  2.   Employee's spouse, _______________________, if living
          at the Employee's death, if not, such of the Employee's
          children as shall be then living, equally.

[ ]  3.   Such of the following children of the Employee as shall
          be living at the Employee's death, equally: 
          _________________________, __________________________,
          _____________________________________________________.

[ ]       If this box is checked, and if paragraph 1, 2 or 3 is
          checked, then the living children of any deceased child
          designated shall take the share, divided equally, which
          such child would have taken, if living.

[ ]  4.   Employee's ______________________, if living at the
          Employee's death, if not, Employee's ________________, 
          if then living, if not, Employee's ________________, if
          then living.
          (Insert relationship to Employee and name).

[ ]  5.   Such of the following as shall be living at the
          Employee's death, equally:  Employee's _______________
          ______________________________________________________.
          (Insert relationship to Employee and name).

[ ]  6.   Employee's _________________________, if living at the
          Employee's death.