exhibit10_24-4.htm


    
      

      

    

    Exhibit
10.24.4

    RESOLUTIONS

    OF THE
BENEFIT FINANCE COMMITTEE

    OF
APPLETON PAPERS INC.

     

    The
Appleton Papers Inc. Retirement Plan, as amended through September 4, 2009 (the
“Plan”), is hereby further amended as set forth below:

     

    1. Article
7 is amended by adding the following provisions, to be identified as Section
7.14:

     

    7.14           Funding-Based Limits on
Benefits and Benefit Accruals.

    


    
      	
              (a)

            	
              General.  The
      purpose of this Section 7.14 is to comply with the requirements of Code
      §436.  Terms used in this Section 1.04 shall in all events be
      defined and interpreted, to the extent not set forth herein, by reference
      to Code §436 and regulations issued by the Secretary of Treasury
      thereunder.  The application of the Code §436 limitations may be
      avoided or terminated in accordance with any of the rules set forth in
      Code §436 and Treas. Reg.
§1.436-1(f).

            


    

    


    
      	
              (b)

            	
              Funding
      Based Limitations on Unpredictable Contingent Event
      Benefits.  If a participant is entitled to an
      unpredictable contingent event benefit payable with respect to any event
      occurring during any Plan Year, such benefit may not be provided if the
      adjusted funding target attainment percentage for such Plan Year (i) is
      less than 60 percent, or (ii) would be less than 60 percent taking into
      account such occurrence.  This subsection (b) shall cease to
      apply with respect to any Plan Year, effective as of the first day of the
      Plan Year, upon payment by the Company of a contribution (in addition to
      any minimum required contribution under Code §430) equal to (A) in the
      case of clause (i), the amount of the increase in the funding target of
      the Plan (under Code §430) for the Plan Year attributable to such
      occurrence, and (B) in the case of clause (ii), the amount sufficient to
      result in an adjusted funding target attainment percentage of 60
      percent.

            


    

    


    
      	
              (c)

            	
              Limitations
      on Amendments Increasing Liability for Benefits.  No
      amendment which has the effect of increasing liabilities of the Plan by
      reason of increases in benefits, establishment of new benefits, changing
      the rate of benefit accrual, or changing the rate at which benefits become
      nonforfeitable may take effect during any Plan Year if the adjusted
      funding target attainment percentage for such Plan Year (i) is less than
      60 percent, or (ii) would be less than 60 percent taking into account such
      occurrence.  This subsection (c) shall cease to apply with
      respect to any Plan Year, effective as of the first day of the Plan Year
      (or if later, the effective date of the amendment), upon payment by the
      Plan sponsor of a contribution (in addition to any minimum required
      contribution under Code §430) equal to (A) in the case of clause (i),
      the amount of the increase in the funding target of the Plan (under Code
      §430) for the Plan Year attributable to the amendment, and (B) in the case
      of clause (ii), the amount sufficient to result in an adjusted funding
      target attainment percentage of 80 percent.  This subsection (c)
      shall not apply to any amendment which provides for an increase in
      benefits under a formula which is not based on a participant's
      compensation, but only if the rate of such increase is not in excess of
      the contemporaneous rate of increase in average wages of participants
      covered by the amendment.

            


    

     

    
      	
              (d)

            	
              Limitations
      on Accelerated Benefit
Distributions.

            


    

    


    
      	
               
      

            	
              (1)

            	
              In
      any case in which the Plan's adjusted funding target attainment percentage
      for a Plan Year is less than 60 percent, the Plan may not pay any
      prohibited payment after the valuation date for the Plan
    Year.

            


    

    


    
      	
               
      

            	
              (2)

            	
              During
      any period in which the Company is a debtor in a case under title 11,
      United States Code, or similar Federal or State law, the Plan may not pay
      any prohibited payment.  The preceding sentence shall not apply
      on or after the date on which the enrolled actuary of the Plan certifies
      that the adjusted funding target attainment percentage of the Plan is not
      less than 100 percent.

            


    

     

    
      	
               
      

            	
              (3)

            	
              In
      any case in which the Plan's adjusted funding target attainment percentage
      for a Plan Year is 60 percent or greater but less than 80 percent, the
      Plan may not pay any prohibited payment after the valuation date for the
      Plan Year to the extent the amount of the payment exceeds the lesser of
      (i) 50 percent of the amount of the payment which could be made without
      regard to this section, or (ii) the present value (determined under
      guidance prescribed by the Pension Benefit Guaranty Corporation, using the
      interest and mortality assumptions under Code §417(e)) of the maximum
      guarantee with respect to the participant under section 4022 of the
      Employee Retirement Income Security Act of 1974.  Only 1
      prohibited payment meeting the requirements of this paragraph
      (3)  may be made with respect to any participant during any
      period of consecutive Plan Years to which the limitations under either
      paragraph (1) or (2) or this paragraph applies.   For
      purposes of this paragraph (3), a participant and any beneficiary on his
      behalf (including an alternate payee, as defined in Code §414(p)(8)) shall
      be treated as 1 participant.  If the accrued benefit of a
      participant is allocated to such an alternate payee and 1 or more other
      persons, the amount under this paragraph (3) shall be allocated among such
      persons in the same manner as the accrued benefit is allocated unless the
      qualified domestic relations order (as defined in Code §414(p)(1)(A))
      provides otherwise.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Limitation
      on Benefit Accruals (Severe Funding Shortfall).  In any
      case in which the Plan's adjusted funding target attainment percentage for
      a Plan Year is less than 60 percent, benefit accruals under the Plan shall
      cease as of the valuation date for the Plan Year.  This
      subsection (e) shall cease to apply with respect to any Plan Year,
      effective as of the first day of the Plan Year, upon payment by the
      Company of a contribution (in addition to any minimum required
      contribution under Code §430) equal to the amount sufficient to result in
      an adjusted funding target attainment percentage of 60
      percent.

            


    

    


    2. Section
7.04 is amended by adding the following provision, to be identified as
subsection (c):

     

     

    
      	
               
      

            	
              (c)

            	
              Benefit Payments in
      Event of Funding-Based Limitations.  If an optional form
      of benefit that is otherwise available under the terms of the Plan is not
      available to a participant as of the annuity starting date because of the
      application of Treas. Reg. §1.436-1(d)(3)(i), then the affected
      participant or beneficiary may elect to:  (1) receive the
      unrestricted portion of that optional form of benefit (determined under
      the rules of Treas. Reg. §1.436-1(d)(3)(iii)(D)) at that annuity starting
      date, determined by treating the unrestricted portion of the benefit as if
      it were the participant's or beneficiary's entire benefit under the Plan;
      (2) commence benefits with respect to the participant's or beneficiary's
      entire benefit under the Plan in any other optional form of benefit
      available under the Plan at the same annuity starting date that satisfies
      Treas. Reg. §1.436-1(d)(3)(i); or (3) defer commencement of the payments
      to the extent described in Treas. Reg.
  §1.436-1(d)(5).

            


    

     

    3. Section
4.09 is amended by identifying the current provision thereof as subsection (a),
and by including the following provisions, to be identified as subsection (b)
and (c) respectively:

     

    
      	
               
      

            	
              (b)

            	
              In
      the case of a death or disability occurring on or after January 1, 2007,
      if a participant dies while performing qualified military service (as
      defined in Code Section 414(u)), the survivors of the participant are
      entitled to any additional benefits (other than benefit accruals relating
      to the period of qualified military service) provided under the Plan as if
      the participant had resumed and then terminated employment on account of
      death.

            


    

    


    
      	
               
      

            	
              (c)

            	
              For
      years beginning after December 31, 2008, (i) an individual receiving a
      differential wage payment, as defined by Code Section 3401(h)(2), shall be
      treated as an employee of the Company, (ii) the differential wage payment
      shall be treated as compensation, and (iii) the Plan shall not be treated
      as failing to meet the requirements of any provision described in Code
      Section 414(u)(1)(C) by reason of any contribution or benefit which is
      based on the differential wage
payment.

            


    

    


    4. Section
7.13 is amended by adding the following sentence at the end of subsection (a)
thereof:

     

    For
distributions after December 31, 2009, a non-spouse beneficiary who is a
“designated beneficiary” may roll over, through a direct rollover, all or any
portion of his or her distribution to an Individual Retirement Account (IRA) the
non-spouse beneficiary establishes for purposes of receiving the distribution,
provided such distribution satisfies the definition of eligible rollover
distribution.

     

    5. Section 7.01 is amended by revising
the first clause of the first sentence to read as follows:  “No
less than 30 days and, effective January 1, 2007, no more than 180
days,”

     

    6. Sections
7.04 and 7.05 are amended in its entirety to read as follows:

     

    7.04           Election of Optional Forms
of Payment.

     

    
      	
              (a)

            	
              A
      married Participant may elect to receive a Retirement Pension payable in
      the optional form described in Section 7.05 instead of a Qualified Joint
      and Surviving Spouse Annuity. The benefits payable under such optional
      form will be reduced in accordance with Section 1.02 or 1.03 of Appendix A
      (whichever applies) so as to be the Actuarial Equivalent of the benefits
      otherwise payable in the normal form described in Section
      7.01.

            


    

     

    
      	
              (b)

            	
              Except
      as modified under Section 7.02, any election of an optional form of
      payment described in Section 7.05 must be in writing on a form prescribed
      by the Plan Administrator and shall become effective on the later of the
      Participant’s Pension Commencement Date and thirty (30) days following his
      receipt of the notice described in Section 7.02, and may be revoked at any
      time prior to the Pension Commencement
Date.

            


    

     

    7.05           75% or 100% Surviving Spouse
Option.

     

    
      	
              (a)

            	
              The
      75% or 100% surviving spouse option will provide a reduced monthly amount
      of Retirement Pension for the lifetime of the Participant and, at the time
      of the Participant’s death, for the continuance of 75% or 100% of such
      reduced monthly amount to the Participant’s Spouse, to be paid for the
      remainder of the Spouse’s lifetime, provided that such Spouse was married
      to the Participant on his Pension Commencement
  Date.

            


    

     

    
      	
              (b)

            	
              With
      respect to the 100% Surviving Spouse Option, if a Participant other than
      (1) a Participant who has provided the Plan Administrator with a
      certificate of good health as of such Participant’s Pension Commencement
      Date, by a doctor satisfactory to the Plan Administrator, or (2) a
      Participant who dies of accidental causes, dies within three (3) years
      after his Pension Commencement Date, such election shall be null and void
      as to any Beneficiary or the Participant’s estate and the Participant’s
      Spouse (if any) shall receive the benefit that would have been payable to
      the survivor under the Qualified Joint and Surviving Spouse Annuity form
      had no election been made
hereunder.

            


    

     

    
      	
              (c)

            	
              If
      the Participant’s Spouse dies before his Pension Commencement Date, the
      Participant’s election of this option shall be null and void. If the
      Spouse dies before the Participant but after the Participant’s Pension
      Commencement Date no benefits will be payable under this option upon the
      death of the Participant, but the Participant’s Retirement Pension shall
      continue to be payable to him during his life in the reduced amount
      provided under the option.

            


    

     

    7. Section
14.07 is deleted and Section 14.08 is renumbered as Section 14.07.  As
renumbered, references to Section 14.08 are changed to 14.07 and references to
Section 14.07 are deleted.

     

    8. Section
15.06 is amended by changing the reference to “separation from service” to
“severance from employment.”

     

    9. Section
15.10 is amended by deleting paragraph (2) of subsection (a) and by renumbering
paragraph (3) as paragraph (2).

     

    10. APPENDIX
A, is amended by restating Section 1.05 in its entirety, to read as
follows:

     

    
      	
              1.05

            	
              Small
      Benefits.

            


    

    


    
      	
              (a)

            	
              Effective
      date.  Except as
      provided by the Pension Benefit Guaranty Corporation (PBGC) and IRS, the
      limitations of this Section 1.05 shall first apply in determining the
      amount payable to a Participant having an annuity starting date in a Plan
      Year beginning on or after January 1,
2008.

            


    

    


    
      	
              (b)

            	
              Applicable
      interest rate.  For purposes of the Plan's provisions
      relating to the calculation of the present value of a benefit payment that
      is subject to Code Section 417(e), as well as any other Plan provision
      referring directly or indirectly to the "applicable interest rate" or
      "applicable mortality table" used for purposes of Code Section 417(e), any
      provision prescribing the use of the annual rate of interest on 30-year
      U.S. Treasury securities shall be implemented by instead using the rate of
      interest determined by applicable interest rate described by Code Section
      417(e) after its amendment by PPA.  Specifically, the applicable
      interest rate shall be the adjusted first, second, and third segment rates
      applied under the rules similar to the rules of Code Section 430(h)(2)(C)
      for the calendar month (lookback month) before the first day of the Plan
      Year in which the annuity starting date occurs (stability
      period).  For this purpose, the first, second, and third segment
      rates are the first, second, and third segment rates which would be
      determined under Code Section 430(h)(2)(C) if:  (1) Code
      §430(h)(2)(D) were applied by substituting the average yields for the
      month described in the preceding paragraph for the average yields for the
      24-month period described in such section; (2) Code §430(h)(2)(G)(i)(II)
      were applied by substituting "Section 417(e)(3)(A)(ii)(II) for "Section
      412(b)(5)(B)(ii)(II);" and (3) the applicable percentage under Code
      §430(h)(2)(G) is treated as being 20% in 2008, 40% in 2009, 60% in 2010,
      and 80% in 2011.

            


    

    


    
      	
              (c)

            	
              Applicable
      mortality assumption.  For purposes of the Plan's
      provisions relating to the calculation of the present value of a benefit
      payment that is subject to Code §417(e), as well as any other Plan
      provision referring directly or indirectly to the "applicable interest
      rate," any provision directly or indirectly prescribing the use of the
      mortality table described in Revenue Ruling 2001-62 shall be amended to
      prescribe the use of the applicable annual mortality table within the
      meaning of Code §417(e)(3)(B), as initially described in Revenue Ruling
      2007-67.

            


    

    


    11. Except
as set forth above, the Plan is ratified and confirmed in its
entirety.

     

    IN
WITNESS WHEREOF, the undersigned members of the Committee, constituting the
majority thereof, have caused the above amendments and resolutions to be adopted
this 30th day of December, 2009, and direct that they be placed with the minutes
of the Committee.

     

    
       

      
        	 	 /s/ Mark R.
Richards
	 	 Mark R.
      Richards
	 	 
	 	 /s/ Thomas J.
Ferree
	 	 Thomas J.
      Ferree
	 	 
	 	 /s/ Kerry S. Arent
	 	 Kerry S.
      Arent
	 	 
	 	 
	 	 


      

    

    
    

     

    


    
    

    
    

                                       

    
       

      
        
          

        

      

      
        RESOLUTIONS

        OF THE
BENEFIT FINANCE COMMITTEE

        OF
APPLETON PAPERS INC.

         

        The
Appleton Papers Inc. Retirement Plan, as amended through September 4, 2009 (the
“Plan”), is hereby further amended as set forth below:

         

        1. Article
9 is amended and restated in its entirety to read as set forth in Exhibit A, attached
hereto, effective January 1, 2009.

         

        2. Article
11 is amended by amending and restating Section 11.01(a) to read as follows,
effective January 1, 2009:

         

        
          	
                   
      

                	
                  (a)

                	
                  The
      Company may, by action of its Board of Directors (or its delegate), amend
      the Plan in whole or in part, at any time or from time to
      time.

                


        

         

        3. Except
as set forth above, the Plan is ratified and confirmed in its
entirety.

         

        IN
WITNESS WHEREOF, the undersigned members of the Committee, constituting the
majority thereof, have caused the above amendments and resolutions to be adopted
this 30th day of December, 2009, and direct that they be placed with the minutes
of the Committee.

           

          
            	 	 /s/ Mark R.
Richards
	 	 Mark R.
      Richards
	 	 
	 	 /s/ Thomas J.
Ferree
	 	 Thomas J.
      Ferree
	 	 
	 	 /s/ Kerry S. Arent
	 	 Kerry S.
      Arent
	 	 
	 	 
	 	 


          

           

        

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
      EXHIBIT
A

       

      ARTICLE
9.

       

      Plan
Administration

       

      
        	
                9.01.  

              	
                Appointment of Benefit
      Finance Committee.

              


      

       

      
        	
                (a)  

              	
                There
      is hereby created a Benefit Finance Committee (“Committee”), which shall
      consist of not less than three members.  The members of the
      Committee shall be appointed by the Board of Directors of Appleton Papers
      Inc.  Each member of the Committee may resign, or may be removed
      at any time by the Board of Directors (with or without cause), and, in the
      event of the removal, death or resignation of any member, his/her
      successor shall be appointed by the Board of Directors.  In the
      event that a vacancy or vacancies shall occur on a Committee, the
      remaining member or members shall act as the Committee until the Board of
      Directors fills such vacancy or vacancies. The members of the Committee
      shall serve without compensation for their services as such
      members.

              


      

       

      
        	
                (b)  

              	
                No
      person shall be ineligible to be a member of the Committee because he/she
      is, was or may become entitled to benefits under the Plan or because
      he/she is a director and/or officer of the Company or any Affiliate;
      provided, that no member of the Committee shall participate in any
      determination by the Committee relating specifically to his/her own
      benefits under the Plan.

              


      

       

      
        	
                (c)  

              	
                The
      members of the Committee shall serve without bond except to the extent
      required by applicable law.

              


      

       

      
        	
                (d)  

              	
                A
      majority of the members of the Committee at the time in office shall
      constitute a quorum for the transaction of business.  The
      Committee shall select from among its members a Chair, and shall appoint
      (from its members or otherwise) a Secretary.  The Committee may
      act by vote or consent of the majority of its members then in office and
      may establish its own procedures.  The Committee may authorize
      any one or more of its members or the Secretary of the Committee to sign
      and deliver any instrument, certificate or other paper or document on its
      behalf.

              


      

       

      
        	
                9.02.  

              	
                Named
      Fiduciaries.

              


      

       

      
        	
                (a)  

              	
                The
      named fiduciaries under the Plan shall
be:

              


      

       

      
        	
                (1)  

              	
                the
      individual holding the office of Vice-President of Human Resources, or
      such other individual as may be appointed as such by the Board of
      Directors of Appleton Papers Inc. (the “Administrative Named Fiduciary”),
      which shall have authority to control and manage the operation and
      administration of the Plan, except with respect to those matters which
      under the Plan or the Trust Agreement are the responsibility, or subject
      to the authority, of the Benefit Finance Committee,
  and

              


      

       

      
        	
                (2)  

              	
                the
      Benefit Finance Committee, which shall have authority with respect to the
      financial management of the Plan and the control or management of the
      assets of the Plan, except with respect to those matters which under the
      Plan or the Trust Agreement are the responsibility, or subject to the
      authority, of the Plan
Administrator.

              


      

       

      
        	
                9.03.  

              	
                Allocation of
      Fiduciary and Other
Responsibilities.

              


      

       

      
        	
                (a)  

              	
                Each
      Named Fiduciary shall have the
right:

              


      

       

      
        	
                (1)  

              	
                to
      allocate responsibilities (fiduciary or otherwise) among it and the other
      Named Fiduciary;

              


      

       

      
        	
                (2)  

              	
                to
      designate individual members of the Named Fiduciary to carry out
      responsibilities (fiduciary or otherwise) under the Plan;
    and

              


      

       

      
        	
                (3)  

              	
                to
      designate persons other than such Named Fiduciary to carry out
      responsibilities (fiduciary or otherwise) under the
  Plan.

              


      

       

      
        	
                9.04.  

              	
                Service in Multiple
      Capacities.  Any person or group of persons may serve in
      more than one fiduciary capacity with respect to the
  Plan.

              


      

       

      
        	
                9.05.  

              	
                Powers and
      Authority.

              


      

       

      
        	
                (a)  

              	
                Each
      Named Fiduciary shall have all powers necessary or helpful for the
      carrying out of its responsibilities (and shall have discretion with
      respect to such powers), and the decisions or actions of such Named
      Fiduciary in good faith in respect of any matter hereunder shall be
      conclusive and binding upon all parties
  concerned.

              


      

       

      
        	
                (b)  

              	
                Without
      limiting the generality of subsection (a) above, the Administrative Named
      Fiduciary shall be the Plan Administrator for purposes of ERISA and shall
      have the power (and shall have discretion with respect to such
      power):

              


      

       

      
        	
                (1)  

              	
                to
      make rules and regulations for the administration of the Plan which are
      not inconsistent with the terms and provisions of the
  Plan;

              


      

       

      
        	
                (2)  

              	
                to
      construe all terms, provisions, conditions and limitations of the
      Plan;

              


      

       

      
        	
                (3)  

              	
                to
      determine all questions arising out of or in connection with the
      provisions of the Plan or its administration in any and all cases in which
      the Administrative Named Fiduciary deems such a determination advisable;
      and

              


      

       

      
        	
                (4)  

              	
                to
      establish and communicate to employees a claims procedure in accordance
      with applicable law, which shall afford a reasonable opportunity to any
      Participant whose claim for benefits has been denied for a full and fair
      review of the decision denying such
claim.

              


      

       

      
        	
                (c)  

              	
                Without
      limiting the generality of subsection (a) above, the Benefit Finance
      Committee shall have the power:

              


      

       

      
        	
                (1)  

              	
                to
      carry out, or cause to be carried out, the funding policy established by
      Appleton Papers Inc. for purposes of the
Plan;

              


      

       

      
        	
                (2)  

              	
                to
      establish and carry out, or cause to be established and carried out by
      those persons (including without limitation, any investment manager or
      trustee) to whom responsibility or authority therefor has been allocated
      or delegated in accordance with this Plan or the Trust Agreement, funding
      and investment policies and methods consistent with the objectives of the
      Plan and the requirements of ERISA. For such purposes, such Committee
      shall, at a meeting duly called for the purpose, establish funding and
      investment policies and methods which satisfy the requirements of ERISA,
      and shall meet at least annually to review such policies and
      methods.  All actions taken with respect to such policies and
      methods and the reasons therefor shall be recorded in the minutes of the
      meetings of such Committee;

              


      

       

      
        	
                (3)  

              	
                to
      appoint a trustee or trustees to hold the assets of the Plan, and who,
      upon acceptance of being appointed, shall have authority and discretion to
      manage and control the assets of the Plan, except to the extent that the
      authority to manage, acquire or dispose of assets of the Plan is delegated
      to one or more investment managers pursuant to Paragraph (4)
      below;

              


      

       

      
        	
                (4)  

              	
                to
      appoint an investment manager or managers, as defined in ERISA, to manage
      (including the power to acquire, invest and dispose of) any assets of the
      Plan;

              


      

       

      
        	
                (5)  

              	
                to
      establish and carry out an actuarial policy, and for such purpose to
      appoint an actuary to advise it on funding and other requirements and
      whose duties shall include making periodic actuarial valuations;
      and

              


      

       

      
        	
                (6)  

              	
                unless
      otherwise provided in the Plan, the Trust Agreement, or by applicable law,
      to adopt such actuarial cost methods, asset valuation methods, and
      assumptions to be used under the Plan as such Committee, upon advice of
      the actuary and its counsel, shall deem
  reasonable.

              


      

       

      
        	
                (d)  

              	
                The
      foregoing list of powers is not intended to be either complete or
      exclusive, and each Named Fiduciary shall, in addition, have such powers
      as it may determine to be necessary for the performance of its duties
      under the Plan and the Trust
Agreement.

              


      

       

      
        	
                9.06.  

              	
                Advisors.  Each
      Named Fiduciary, and any fiduciary designated by a Named Fiduciary
      pursuant to Section 9.03(a)(3) above to whom such power is granted by a
      Named Fiduciary, may employ one or more persons to render advice with
      regard to any responsibility such Named Fiduciary or fiduciary has under
      the Plan.

              


      

       

      
        	
                9.07.  

              	
                Limitation of
      Liability; Indemnity.

              


      

       

      
        	
                (a)  

              	
                Except
      to the extent otherwise provided by law, if any duty or responsibility of
      a Named Fiduciary has been allocated or delegated to any other person in
      accordance with any provision of this Plan or of the Trust Agreement, then
      such Named Fiduciary shall not be liable for any act or omission of such
      person in carrying out such duty or
  responsibility.

              


      

       

      
        	
                (b)  

              	
                The
      Company shall indemnify and save each person who is a Named Fiduciary or a
      member of a Named Fiduciary and each employee or director of the Company
      or an Affiliate who is “fiduciary” under the Plan, harmless against any
      and all loss, liability, claim, damage, cost and expense which may arise
      by reason of, or be based upon, any matter connected with or related to
      the Plan or the administration of the Plan (including, but not limited to,
      any and all expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any litigation, commenced or threatened, or
      in settlement of any such claim whatsoever) to the fullest extent
      permitted under applicable law, except when same is judicially determined
      to be due to the gross negligence or willful misconduct of such member,
      employee or director.

              


      

       

      
        	
                9.08.  

              	
                Expenses.  Ordinary
      and necessary expenses incurred in connection with the establishment or
      termination of the Plan may be paid from the Trust Fund to the extent
      allowed under Section 403(c)(1) of ERISA.  Ordinary and
      necessary expenses incurred for any Plan Year in connection with
      administering the Plan (including the cost of any bond required under
      Section 412 of ERISA), other than establishment or termination expenses,
      may be paid from the Trust Fund.  To the extent expenses
      incurred in establishing, administering or terminating the Plan are not
      paid from the Trust Fund they shall be paid by the
  Company.