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                                                                  EXHIBIT 10-e-1

                            MERITOR AUTOMOTIVE, INC.
                           DEFERRED COMPENSATION PLAN


     THIS PLAN is established by Meritor Automotive, Inc., effective as of
September 1997, for the benefit of certain employees of the Corporation in
executive, managerial or professional capacities so as to enhance the
Corporation's ability to attract and retain outstanding employees who are
expected to contribute to its success. It shall remain in effect, as it may be
amended from time to time, until termination as provided in Article VII of the
Plan.


                                    ARTICLE I
                                   DEFINITIONS

     For the purposes of the Plan, the following words and phrases shall mean:

     1.010 Account. The bookkeeping or accounting records maintained (having and
requiring no segregation or holding of any assets) by Meritor pursuant to
Article IV with respect to and resulting from a Participant's Deferral Election.

     1.020 Affiliate.

          (a) Any corporation incorporated under the laws of one of the United
     States of America of which Meritor owns, directly or indirectly, eighty
     percent (80%) or more of the combined voting power of all classes of stock
     or eighty percent (80%) or more of the total value of the shares of all
     classes of stock (all within the meaning of section 1563 of the Code);

          (b) any partnership or other business entity organized under such
     laws, in which Meritor owns, directly or indirectly:

               (i) eighty percent (80%) or more of the total capital or profits
          interest of such partnership, or

               (ii) eighty percent (80%) or more of the total value of such
          other business entity (all within the meaning of section 414(c) of the
          Code); and

          (c) any other company designated as an Affiliate by the Board of
     Directors of Meritor.
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     1.030 Base Compensation. Salary paid by the Corporation to an Executive for
services as an employee of the Corporation, including Compensation Deferral
Contributions as defined in Section 1.13 of the Savings Plan, but excluding
other contributions by Meritor to any pension, profit sharing, employee stock
ownership or other similar plan, compensation for overtime, bonuses and other
incentive compensation, payments under Meritor's Performance Award Plan; foreign
service premiums, differentials and allowances; tuition payments, relocation
payments, imputed income on employee benefits; patent awards and such other
similar awards or payments as the Committee may determine.

     1.040 Beneficiary. The person, persons or entity entitled under Article VI
to receive any Plan Benefits payable after a Participant's death.

     1.050 Board. The Board of Directors of Meritor.

     1.055 Change in Control means a change of control of the Corporation of a
nature that would be required to be reported in a proxy statement pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Act") or
in a Form 8-K pursuant to Section 13 of the Act (or in any similar form or
schedule under either of those provisions or any successor provision), whether
or not the Corporation is then subject to such reporting requirement, unless
prior to the occurrence thereof the Board of Directors shall have approved the
event or events that would otherwise constitute a change of control by vote of
at least two-thirds of its members; provided, however, that, without limitation,
a Change in Control shall be deemed to have occurred (unless prior thereto the
Board of Directors shall have given its aforementioned approval) if:

         (a) any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
     under the Act), directly or indirectly, of securities of the Corporation
     representing 20% or more of the combined voting power of the Corporation's
     then outstanding securities;

         (b) the Corporation is a party to a merger, consolidation, sale of
     assets or other reorganization, or a proxy contest, as a consequence of
     which members of the Board of Directors in office immediately prior to such
     transaction or event constitute less than a majority of the Board of
     Directors immediately thereafter; or

         (c) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors (including for
     this purpose any new director whose election or nomination for election by
     the Corporation's stockholders was approved by a vote of at least
     two-thirds of the directors then still in office who were directors at the
     beginning of such period) cease for any reason to constitute at least a
     majority of the Board of Directors.

     1.070 Code. The Internal Revenue Code of 1986, as amended.

     1.080 Committee. The Compensation and Management Development Committee of
the Board.



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     1.090 Corporate Officer. Any Executive who has been elected by the Board as
an officer of Meritor.

     1.100 Corporation. Meritor or an Affiliate of Meritor.

     1.110 Deferral Election. An election pursuant to Article III by an
Executive to defer receipt of all or part of his Incentive Compensation.

     1.120 Deferred Compensation. The portion of Incentive Compensation which an
Executive elects to defer pursuant to a Participation Agreement.

     1.130 Determination Date. The last day of each calendar quarter; that is
March 31, June 30, September 30 and December 31.

     1.140 Director. The Corporate Director of Compensation.

     1.150 Effective Date. September, 1997, the effective date of the
establishment of the Plan.

     1.160 Executive. A person in the full time active salaried employ of the
Corporation in Salary Grade 14 or above on Meritor's Executive Payroll.

     1.170 Financial Hardship. A severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in section 152(a) of the Code) of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstance arising as a result of events
beyond the control of the Participant. In case of the Participant's death, the
word "Beneficiary or other person or entity entitled to receive a Plan Benefit"
shall be substituted for the word "Participant" wherever the latter appears in
this Section.

     1.180 Incentive Compensation. Any award payable to an Executive under
Meritor's Incentive Compensation Plan that, but for a Deferral Election under
the Plan, would be paid to the Executive and considered to be "wages" for
purposes of United States federal income tax withholding.

     1.190 Incentive Compensation Plan. Meritor's Incentive Compensation Plan as
approved by the Board and as amended from time to time.

     1.200 Installment Payment Sub-Account. A Sub-Account of a Participant's
Account established pursuant to Section 4.030 to which Deferred Compensation
under a single Deferral Election, and all interest accrued thereon, as to which
the Participant has elected payment of his Plan Benefit in installments is
credited.

     1.210 Interest Rate. One-twelfth of the annual interest rate for quarterly
compounding that 


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is 120% of the "applicable Federal long-term rate" determined by the Secretary
of the Treasury pursuant to Section 1274(d) of the Code, or any successor
provision, as applicable for each of the months in the three-month period ending
on each Determination Date.

     1.220 Lump Sum Payment Sub-Account. A Sub-Account of a Participant's
Account established pursuant to Section 4.030 to which Deferred Compensation
under all Deferral Elections, and all interest accrued thereon, as to which the
Plan Benefit is payable only in the form of a lump sum payment is credited.

     1.230 Participant. An Executive who has elected to participate in the Plan
and has executed and filed with Meritor a Participation Agreement as provided in
Article III; provided, however, that such term shall include a person who no
longer has an effective Deferral Election so long as he retains, under the Plan,
an interest in an Account under the Plan.

     1.240 Participant Agreement. An agreement between Meritor and a Participant
setting forth the Participant's Deferral Election.

     1.250 Plan. This Deferral Compensation Plan, as it may be amended from time
to time.

     1.260 Plan Benefit. The benefit payable to a Participant in accordance with
Article V hereof.

     1.270 Plan Year. Each of the twelve (12) month periods ending December 31
and occurring while the Plan remains in effect beginning with the twelve (12)
month period ending December 31, 1997. The term "Plan Year" shall also include
the period beginning on the Effective Date and ending December 31, 1997, and any
period of less than twelve (12) months beginning January 1 and ending on the
date the Plan is terminated.

     1.280 Meritor. Meritor Automotive, Inc., a Delaware corporation.

     1.290 Savings Plan. The Meritor Automotive, Inc. Savings Plan, as from time
to time amended.

     1.300 Securities Exchange Act means the Securities Exchange Act of 1934, as
amended.

     1.310 Sub-Account. An Installment Payment Sub-Account or a Lump Sum Payment
Sub-Account.

     1.320 Termination of Employment. Any severance of a Participant from
full-time active salaried employment by the Corporation for any reason.


                                   ARTICLE II
                                 ADMINISTRATION



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     2.010 Administrators. The Plan shall be administered by the Committee and
the Director.

     2.020 Committee. The Committee shall have the authority:

          (a) to make, amend, interpret and enforce all rules and regulations
     for the administration of the Plan and

          (b) to decide all questions, including interpretation of the Plan, as
     may arise in connection with the Plan insofar as it is applicable to
     Executives

               (i) who are Corporate Officers or whose annual Base Compensation
          shall require the approval of the Board or the Committee, or

               (ii) with respect to whom questions are referred to the Committee
          by the Director. A majority of the members of the Committee shall
          constitute a quorum. The Committee may act by a vote of a majority of
          a quorum at a meeting, or by a writing signed by a majority of the
          members of the Committee.

     2.030 Director. The Director shall administer the Plan in accordance with
the terms of the Plan and the rules and regulations of the Plan as established
by the Committee. The Director shall have the authority to decide all questions,
including interpretations of the Plan, as may arise in connection with the Plan
insofar as it is applicable to Executives other than those described in Section
2.020(b)(i); provided, however, that the Director shall follow precedents
established by the Committee under Section 2.020(b) in deciding all subsequent
questions arising in connection with the Plan. The Director may, in his
discretion, decline to decide any question presented to him and refer such
question to the Committee for decision.


                                   ARTICLE III
                                  PARTICIPATION

     3.010 Participation.

          (a) Subject to the limitations set forth in this Article III, any
     person who is an Executive on the last date in any Plan Year specified for
     filing Deferral Elections under this Section may participate in the Plan by
     executing and filing with the Director a Participation Agreement.

          (b) In each Participation Agreement, the Executive shall specify the
     percentage of Incentive Compensation in respect of a specified Meritor
     fiscal year to be deferred and, subject to the limitations of Section 5.010
     or 5.012, as applicable, the form of Plan Benefit.

     3.020 Deferral Elections. Any Executive may elect to defer any percentage
of his Incentive Compensation; provided, however, that each Deferral Election,
to be effective, must result in deferral of a minimum of $1,000 and the amount
deferred shall be rounded to the nearest $100.



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     3.030 Modification of Deferral Election. By written notice to Meritor, a
Deferral Election filed in any Plan Year may be modified or revoked at any time
prior to October 1 of such Plan Year. Thereafter, a Deferral Election specified
in a Participation Agreement shall be irrevocable, except that the Committee or
the Director, as appropriate under Article II, may permit a Participant at any
time to reduce the designated percentage to be deferred upon a finding, based
upon uniform standards established by the Committee, that the Participant has
suffered a Financial Hardship.


                                   ARTICLE IV
                              DEFERRED COMPENSATION

     4.010 Deferred Compensation. The amount of Incentive Compensation deferred
pursuant to a Deferral Election shall be withheld in a single lump sum at the
time such Incentive Compensation, but for a Deferral Election, would be paid.

     4.020 Withholding of Taxes. Any withholding of taxes or other amounts which
is required by any federal, state, or local law shall be withheld from the
Participant's remaining undeferred Incentive Compensation, if any. If necessary
in order to comply with any federal, state or local law, the amount of Incentive
Compensation deferred may be reduced by an amount equal to any required
withholding. Otherwise, such withholding may be made from any of the
Participant's other compensation payable by the Corporation, or, at the election
of the Director, a Participant may be permitted to pay to the Corporation the
amount of any such required withholding at or prior to the time such withholding
would otherwise be required to be made.

     4.030 Accounts. For recordkeeping purposes only, a separate Account shall
be established and maintained by Meritor for each Participant to which his
Deferred Compensation and interest accrued thereon pursuant to Section 4.040
shall be credited. Each such Account shall be divided into the following
Sub-Accounts for purposes of Section 5.010:

          (a) a Lump-Sum Payment Sub-Account to which there shall be credited
     all Incentive Compensation deferred (and all interest thereon) pursuant to
     all Deferral Elections under which a Plan Benefit is payable only in the
     form of a lump sum; and

          (b) a separate Installment Payment Sub-Account for each Deferral
     Election under which the Participant has elected that his Plan Benefit be
     payable in installments (if he qualifies therefor under Section 5.012, to
     which the Incentive Compensation deferred (and all interest thereon)
     pursuant to such Deferral Election shall be credited.

For administrative purposes, all Installment Payment Sub-Accounts under which
the number of installment payments selected is the same may be combined into a
single Installment Payment Sub-Account.



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     4.040 Determination of Account. The value of each Participant's Account as
of each Determination Date shall be the total of the Participant's Lump Sum
Payment and Installment Payment Sub-Accounts. The value of each such Sub-Account
shall consist of:

          (a) the balance of such Sub-Account as of the last preceding
     Determination Date, plus

          (b) any Deferred Compensation credited to such Sub-Account since the
     last preceding Determination date, plus

          (c) the sum of the three monthly amounts determined by multiplying the
     average daily balance of such Sub-Account during each of the three calendar
     months since the last preceding Determination Date by the Interest Rate
     applicable to such month, less

          (d) the amount of all Plan Benefits, if any, paid during the period
     since the last preceding Determination Date.

Interest, determined as provided in (c) above, shall be credited to each such
Sub-Account as of the Determination Date as of which such Sub-Account is valued.

     4.050 Statement of Accounts. Meritor shall submit to each Participant,
within one hundred twenty (120) days after the close of each Plan Year and at
such other times as determined by the Committee, a statement setting forth the
total balance of the Participant's Account, and the balance of each Sub-Account
thereof, as of the last day of such Plan Year and as of the immediately
preceding Plan Year, the Deferred Compensation and interest credited to each
Sub-Account during the Plan Year and the payments of Plan Benefits from each
Sub-Account during the Plan.


                                    ARTICLE V
                                  PLAN BENEFITS

     5.010    Plan Benefit Payable on Termination of Employment.

          (a) Subject to the provisions of Section 5.015, upon Termination of
     Employment, a Participant shall receive the Plan Benefit attributable to
     his Deferral Elections in the number of annual installments (not exceeding
     ten (10)) specified by him in those Deferral Elections. Each annual
     installment payable out of an Installment Payment Sub-Account shall be paid
     during the period January 2 through January 5 in each calendar year
     commencing with the calendar year



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     next following the Participant's Termination of Employment. Each such
     installment shall be based on the unpaid balance of such Installment
     Payment Sub-Account as of the immediately preceding December 31, including
     interest credited pursuant to Section 4.040 through such date, and shall be
     in an amount determined by dividing such unpaid balance by the number of
     then remaining unpaid installments.

          (b) In the event that a Participant's Termination of Employment occurs
     because of his death, his Beneficiary or, if no designated Beneficiary
     shall survive him, his estate shall receive the Plan Benefit attributable
     to the Participant's Deferral Elections in the manner provided with respect
     to the Plan Benefit attributable to his Deferral Elections. Notwithstanding
     the foregoing, if such surviving spouse shall die prior to complete
     distribution of all Plan Benefits, the balance then remaining in such
     Installment Payment Sub-Account or Sub-Accounts shall be paid to the estate
     of such surviving spouse or to such entity for the benefit of such
     surviving spouse, as the case may be, in a lump sum on the forty-fifth
     (45th) day following such spouse's death, with interest on the balance of
     such Sub-Account or Sub-Accounts from the Determination Date immediately
     preceding such spouse's death to the date of payment at a daily simple
     interest rate equivalent to the Interest Rate during such period.

     5.015 Form of Plan Benefit Payable in Connection With a Change in Control.
Notwithstanding any election to the contrary previously made by a Participant or
beneficiary (including, for purposes of this Section, a Participant or
beneficiary who is currently receiving installment payments from this Plan) such
Participant or beneficiary may elect to have his Plan Benefit paid in a lump sum
in the event of the occurrence of a Change in Control, subject to the following:

          (a) To be effective, the election of a Participant or beneficiary
     pursuant to this Section must be made in writing and filed with the
     Corporation's Vice President of Corporate Compensation and Benefits prior
     to the occurrence of a Change in Control.

          (b) An election made hereunder shall be revocable by the Participant
     or his beneficiary until such time as a Change in Control shall have
     occurred at which point the said election shall be irrevocable.

          (c) Plan Benefits paid in a single lump sum pursuant to this Section
     shall be paid within forty-five (45) days following the Participant's
     retirement, termination of employment or death; provided, however, that
     lump sum payments which are to be made under this Section to Participants
     or beneficiaries who are currently receiving annual installment payments
     pursuant to Section 5.010 at the time of a Change in Control shall be made
     within forty-five (45) days following the Change in Control.





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     5.020 Withdrawal of Plan Benefit. No Plan Benefit shall be payable prior to
the Participant's Termination of Employment, except that the Committee or the
Director, as appropriate under Article II, may permit a Participant or, after a
Participant's death, a Participant's Beneficiary or other person or entity
entitled to receive such Plan Benefit:

          (a) to withdraw from the Participant's Account an amount necessary to
     meet a Financial Hardship, or

          (b) to withdraw his entire account balance prior to the Participant's
     Termination of Employment with interest at the Interest Rate for the period
     from the immediately preceding Determination Date to the date of payment if
     a Participant's Account shall exceed the amount of $100,000 determined as
     of the immediately preceding Determination Date.

Either type of withdrawal shall be requested by written notice to Meritor and
the amount of the withdrawal shall be paid within forty-five (45) days after
receipt of the written notice. If a Participant does make such withdrawal other
than for Financial Hardship, the Participant shall forfeit all further rights to
participate in the Plan, and any previously executed election with respect to
the deferral of Incentive Compensation that has not yet been transferred to the
Plan shall be void.

     5.030 Withholding; Payroll Taxes. Meritor shall withhold from Plan Benefits
payable under the Plan any taxes required to be withheld from an employee's
wages for the federal or any state or local governments.

     5.040 Full Payment of Benefits. Notwithstanding any other provision of the
Plan, all Plan Benefits shall be paid to the Participant no later than the
January 5 next preceding the Participant's eightieth (80th) birthday.


                                   ARTICLE VI
                             BENEFICIARY DESIGNATION

     6.010 Beneficiary Designation. Each Participant shall have the right, at
any time, to designate any person or persons as his Beneficiary (both principal
as well as contingent) to whom payment under the Plan shall be made in the event
of his death prior to complete distribution of all Plan Benefits due him under
the Plan. Any Beneficiary designation shall be made in writing on a form
prescribed by the Committee and shall become effective only when filed with the
Director. Notwithstanding the foregoing, if a Participant's Incentive
Compensation is community property, any designation (other than of the
Participant's spouse) made by a Participant then married shall not be valid or
effective unless the Participant's spouse is specified to receive at least fifty
percent (50%) of such Participant's aggregate Plan Benefits or unless the spouse
shall approve such designation in writing and in accordance with such other
requirements as may be established by the Committee.



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     6.020 Amendments. Subject to the limitations of Section 6.010, any
Beneficiary designation may be changed by a Participant only by written notice
of such change to the Director on a form prescribed by the Committee. The filing
of a new Beneficiary designation form will cancel all prior Beneficiary
designations.

     6.030 Absence of Effective Beneficiary Designation. If a Participant fails
to designate a Beneficiary as provided above or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's Plan Benefit, the Participant's remaining Plan Benefit shall be
paid to his estate.

     6.040 Effect of Payment. Payment to the Beneficiary designated pursuant to
Sections 6.010 and 6.020 or to the Participant's estate pursuant to Section
6.030 shall completely discharge Meritor's obligations under the Plan.


                                   ARTICLE VII
                        AMENDMENT AND TERMINATION OF PLAN

     7.010 Amendment. The Committee shall have the power in its sole discretion
to amend, suspend or terminate the Plan at any time, except that no such action
shall adversely affect rights with respect to any Account without the consent of
the person affected.


                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.010 Unfunded Plan. The Plan is an unfunded plan maintained by Meritor
primarily to provide Deferred Compensation benefits for a select group of the
management or highly compensated employees of the Corporation.

     8.020 Unsecured General Creditor. Participants and their Beneficiaries,
estates, heirs, successors and assigns shall have no legal or equitable rights,
interest or claims in any property or assets of Meritor. Such assets of Meritor
shall not be held under any trust or in any other way as collateral security for
the fulfillment of the obligations of Meritor under the Plan. Any and all of
Meritor's assets shall be, and remain, the general, unpledged, unrestricted
assets of Meritor. Meritor's sole obligation under the Plan shall be merely that
of an unfunded and unsecured promise of Meritor to pay money in the future.

     8.030 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey, in advance of actual
receipt, any Plan Benefit. Plan Benefits and all rights to Plan Benefits are and
shall be nonassignable and nontransferable prior to actual payment as provided
by the Plan. Any such attempted assignment or transfer shall be ineffective with
respect to Meritor, and Meritor's sole obligation shall be to pay Plan Benefits
to the Participant, his 


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Beneficiary or his estate as appropriate. No part of any Plan Benefit shall,
prior to actual payment as provided by the Plan, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person; nor shall any Plan
Benefit be transferable by operation of law in the event of a Participant's or
any other person's bankruptcy or insolvency, except as required by law.

     8.040 Not a Contract of Employment. Neither the terms and conditions of the
Plan nor those of any Participation Agreement shall be deemed to constitute a
contract of employment between the Corporation and the Participant, and neither
the Participant, his Beneficiary nor his estate shall have any rights against
Meritor under the Plan except as may otherwise be specifically provided in the
Plan. Moreover, nothing in the Plan shall be deemed to give a Participant the
right to be retained in the service of the Corporation or to interfere with the
right of the Corporation to discipline, discharge or change the status of a
Participant at any time.

     8.050 Protective Provisions. A Participant will cooperate with Meritor by
furnishing any and all information requested by Meritor in order to facilitate
the payment of Plan Benefits under the Plan, and by taking such other action as
may be reasonably requested by Meritor.

     8.060 Terms. Whenever any words are used in the Plan in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used in the Plan in the singular
or in the plural, they shall be construed as though they were used in the plural
or the singular, as the case may be, in all cases where they would so apply.

     8.070 Captions. The captions of the articles and sections of the Plan are
for convenience only and shall not control or affect the meaning or construction
of any of its provisions.

     8.080 Governing Law. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Delaware.

     8.090 Validity. In case any provision of the Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of the Plan, and the Plan shall be construed and enforced
as if such illegal or invalid provision were not included in the Plan.

     8.100 Notice or Filing. Any notice or filing required or permitted to be
given to Meritor or a Participant under the Plan shall be sufficient if in
writing and hand delivered, or sent by regular mail or by registered or
certified mail, to the principal office of Meritor or to the last known address
of the Participant, as the case may be. Such notice or filing shall be deemed
given or made

          (a) when hand delivered to the residence or offices of the recipient,

          (b) as of five (5) days after the date of mailing if delivery is made
     by regular mail, or



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          (c) as of five (5) days after the date shown on the postmark on the
     receipt for registration or certification provided to the sender at the
     time of mailing, if by registered or certified mail.

     8.110 Successors. The provisions of the Plan shall bind and obligate
Meritor and any successors. The term "successors" as used in this Section shall
include any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of Meritor, and successors of any such corporation or other
business entity.

     8.120 Insurance. Meritor may elect at any time to acquire for its own
benefit such forms of insurance on the life of any Participant as it in its sole
discretion believes to be in the best interests of Meritor. If Meritor so elects
to acquire insurance, and if the acquisition of such insurance shall not in any
way adversely affect the Participant, the Participant shall complete and
authenticate such insurance applications and other forms, and assist Meritor in
any and all matters Meritor may reasonably request to enable Meritor to acquire
such desired insurance. In no event shall the Participants or their
Beneficiaries, heirs or estates have any legal or equitable right, interest or
claim in any such life insurance policy, annuity contract or the proceeds
therefrom owned or acquired by Meritor pursuant to this Section.

     8.130 Expenses and Costs. Meritor shall bear all expenses and costs in
connection with the operation of the Plan.

     8.140 Reliance on Certified Public Accountants. Meritor, the Board, the
Committee, the Director and any employee of Meritor shall be fully protected in
relying in good faith on the computations and reports made pursuant to or in
connection with the Plan by the independent certified public accountants who
audit Meritor's accounts.


                                   ARTICLE IX
                                CLAIMS PROCEDURE

     9.010 Claim. Any person claiming a Plan Benefit, requesting an
interpretation or ruling under the Plan, or requesting information under the
Plan shall present the request in writing to the Director who

          (a) shall respond in writing within ninety (90) days following his
     receipt of the request or

          (b) in the case of a claimant who is a person described in Section
     2.020(b)(i), shall refer the claim with his recommended response to the
     Committee, which shall respond in writing within one hundred twenty (120)
     days following the Director's receipt of the request.

     9.020 Denial of Claim. If the claim or request is denied, the written
notice of denial shall state

          (a) the reasons for denial;



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          (b) a description of any additional material or information required
     and an explanation of why it is necessary; and

          (c) an explanation of the Plan's claim review procedure.

     9.030 Review of Claim. Any person whose claim or request is denied may make
a second request for review by notice given in writing to the Director. The
claim or request shall be reviewed further by the Director or the Committee, as
appropriate, and he or it may, but shall not be required to, grant the claimant
a hearing.

     9.040 Final Decision. A decision on such second request shall normally be
made within sixty (60) days after the date of the second request. If an
extension of time is required for a hearing or other special circumstances, the
claimant shall be notified and the time limit shall be one hundred twenty (120)
days from the date of the second request. The decision shall be in writing and,
whether made by the Director or the Committee, shall be final and bind all
parties concerned.


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