EXHIBIT 10.24  









MANDATORY DISTRIBUTION
AMENDMENT 

(Code Section 401(a)(31)(B)) 

to the 

Metropolitan Life Insurance Co. 

Defined Contribution Prototype Plan & Trust 

Basic Plan Document No.03 



ARTICLE I 

APPLICATION OF AMENDMENT 



	1.1  	  	Effective
Date. Unless a later effective date is specified in Article III of this Amendment,
the provisions of this Amendment will apply with respect to distributions made on or
after March 28, 2005.  






	1.2  	  	Precedence.
 This Amendment supersedes any inconsistent provision of the Plan. 






	1.3  	  	Adoption
by prototype  sponsor.  Except as otherwise  provided  herein,  pursuant to authority
 granted by          Section 5.01 of Revenue  2005-16,  Metropolitan  Life Insurance Co.
adopts this amendment on behalf of all          adopting employers. 







ARTICLE II 

DEFAULT PROVISION:   AUTOMATIC ROLLOVER 

OF AMOUNTS OVER $1,000 



Unless the Employer otherwise elects
in Article III of this Amendment, the provisions of the Plan concerning mandatory
distributions of amounts not exceeding $5,000 are amended as follows: 



In the event of a mandatory
distribution greater than $1,000 that is made in accordance with the provisions of the
Plan providing for an automatic distribution to a Participant without the
Participant’s consent, if the Participant does not elect to have such distribution
paid directly to an “eligible retirement plan” specified by the Participant in a
direct rollover (in accordance with the direct rollover provisions of the Plan) or to
receive the distribution directly, then the Administrator shall pay the distribution in a
direct rollover to an individual retirement plan designated by the Administrator. 



ARTICLE III 

EMPLOYER’S ALTERNATIVE ELECTIONS 



Note: Elections in this Article III
are only required if the mandatory distribution threshold is being reduced to $1,000.  




	3.1  		  	Election
to reduce mandatory distribution threshold to $1,000 






	  	
The
provisions of the Plan that provide for the involuntary distribution of vested accrued
benefits of $5,000 or less, are modified to provide that the $5,000 threshold in such
provisions is reduced to $1,000 and the value of the Participant’s interest in the
Plan for such purpose shall include any rollover contributions (and earnings thereon)
within the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16). 

















Employer Adoption 



NOTE:   The employer (and any
Participating employer) only need to execute this Amendment if the employer has made an
election in this Article III above. 



This amendment is executed as
follows: 



Name of Plan:  ____________________________________  



Name of Employer:  ________________________________  



	By:   ___________________________________________

              
       EMPLOYER	
Date:__________________________________ 








Name of Participating Employer:  
____________________________  





By: 





________________________________________

PARTICIPATING EMPLOYER 





________________________________________

DATE





Name of Participating Employer:  
____________________________  





By: 





________________________________________

PARTICIPATING EMPLOYER 





________________________________________

DATE







Except with  respect to any
 election  made by the Employer in Article  III,  this  Amendment is hereby  adopted by
Metropolitan Life Insurance,  Co., the prototype  sponsoring  organization,  on behalf of
all adopting employers on March 11, 2005. 





By:    ___________________________________________