[LETTERHEAD OF COYLE HAMILTON]  EXHIBIT 10.37  3rd August
  1994  STRICTLY PRIVATE & CONFIDENTIAL  Mr. Val Mills,                                                                                                                               [GRAPHIC
LOGO] Financial Controller, Mc Ghan Limited, Kilbride Industrial Estate, Arklow, Co. Wicklow.   Dear Val,  RE: THE MC GHAN LTD RETIREMENT BENEFIT SCHEME  Further to
your letter dated 29th July last, I enclose a copy of the Trust Deed &
Scheme rules for the above.  I trust this
is in order.  Kind regards,  Yours
sincerely,  /s/ John Mc
  GovernJohn Mc
  GovernSenior
  Corporate Pensions Consultant  Enc.  
      OIFIG AN CHIGIRE CANACH, (OFFICE OF THE INSPECTOR OF TAXES), CEANTAR SOCHAR SCOIR, (RETIREMENT BENEFITS DISTRICT), TEACH LANDSDUIN, (LANDSDOWNE HOUSE), BOTHAR LANSDUIN, (LANSDOWNE ROAD), BAILE ATHA CLIATH 4. (DUBLIN 4.)  Mr. Ray Walsh,
  
  THIS MATTER IS BEING DEALT WITH BYGroup Business - Client Servicing 3,Irish Life Assurance P.L.C.,
  
  Ms. M. Kinsella.Irish Life Centre,Lower Abbey Street,Dublin 1.19th June, 1991.  Re:
  McGhans Limited,Retirement Benefits Scheme,Group Policy No. 407347.   Dear Sir,  With reference
to your letter dated 11th June, 1991 I am authorized by the Revenue
Commissioners to inform you that the abovenamed scheme has been approved as a
retirement benefits scheme for the purposes of Chapter II, Part 1, Finance Act,
1972, with effect from 1st February, 1990 and will be treated as an exempt
approved scheme for the purposes of Section 16 of that Act with effect from
29th November, 1990.  The approval
is given on the understanding that this District will at once be notified of
any alteration to the terms of the scheme and will be conditional on compliance
with paragraphs 2 and 4 of Part I, First Schedule, Finance Act, 1972, and with
any undertakings given.  A duplicate of
this letter is attached.  Yours
faithfully,  /s/ M.
  BrennanM. Brennan,Inspector of
  Taxes.  
   DECLARATION OF TRUST [LOGO]  THIS DECLARATION OF TRUST is
made the 29th day of NOVEMBER 1990 BETWEEN McGHAN LIMITED whose registered
office is situate at Kilbride Industrial Estate Arklow County Wicklow
(hereinafter called the Principal Employer) of the one part and COYLE
HAMILTON TRUSTEES LIMITED whose registered office is situate at 7-9 South
Leinster Street Dublin 2 and PATRICK FLOOD of 3 Sunville Court, North Circular
Road, Limerick (hereinafter called the Trustees) of the other part.  WHEREAS:  (A)The
Principal Employer has determined to establish under irrevocable trusts a
retirement benefits scheme to be known as the McGhan Limited Retirement
Benefits Scheme (hereinafter called the Scheme) for such employees of the
Principal Employer and Associated Employers (which expression is defined below
and shall hereinafter have the same meaning) as are or shall be included
therein in accordance with the provisions of the Scheme (hereinafter called
Members).  Associated
Employer means any person or firm associated with or directly or indirectly
controlled by the Principal Employer and which with the consent of the
Principal Employer and which with the consent of the Principal Employer and of
the Revenue Commissioners executes a Deed of Adherence whereby such person or
firm adheres to and is included in the Scheme and whereby such person or firm
agrees to be bound by the regulations governing the Scheme. the Employers
means the Principal Employer and any and every Associated Employer or such one
or more of them as the context shall determine or the circumstances shall
require and the Employers in relation to any Member means that one or more of
the Employers in whose service the Member is at the relevant time.  (B)The
Trustees have requested or are about to request Irish Life Assurance Plc
(hereinafter called the Life Office) to grant an assurance or assurances to
provide the benefits under the Scheme.  NOW IT IS HEREBY WITNESSED AND
DECLARED AS FOLLOWS:  1.The
Scheme is hereby established by the Principal Employer under irrevocable trusts
and shall commence on the 1st February 1990 (hereinafter called the Commencing
Date) for the main purpose of providing relevant benefits as defined in
Section 13(1) of the Finance Act, 1972.  2.The
full provisions of the Scheme are set forth in the Rules of the Scheme
scheduled hereto (hereinafter called the Rules) and the Scheme shall have
effect as provided in the Rules.  3.The
Scheme is a retirement benefits scheme as defined by Section 14 of the Finance
Act 1972 capable of being approved by the Revenue Commissioners pursuant to
Section 15 of the Finance Act 1972 and of being treated by the said
Commissioners as an exempt approved scheme pursuant to Section 16 of the
Finance Act 1972 and nothing in this Declaration of Trust or the Rules shall
operate to prejudice such treatment of the Scheme by the Revenue Commissioners.  1 
   4.             The Principal Employer hereby appoints the Trustees to
be Trustees hereof.  5.The
Trustees shall hold all benefits payable under the Scheme in trust for the
respective persons for whose benefit the said benefits are payable in
accordance with the Rules.  6.The
power to appoint a new trustee or trustees and to dismiss a trustee (save a
sole trustee) shall be vested in the Principal Employer unless the Principal
Employer shall be dissolved or be unable or unwilling to act in the trusts and
in all or any of such events the said powers shall be vested in and exercisable
by the Life Office and if a Corporate Body shall act as the trustee the term
Trustees appearing in the Deed shall be read as if it were in the singular.  7.The
Trustees of the Scheme will be responsible for the discharge of all duties
imposed on the Administrator of the Scheme under Part 1 Chapter 11 of the
Finance Act 1972 and shall manage and administer the Scheme in accordance with
the Rules.  8.(1)           The Trustees of the Scheme will on or
after the Commencing Date effect an assurance or assurances with the Life
Office in respect of the Members and may on any date thereafter effect a
further assurance or assurances with the Life Office in respect of them or any
one of them and any such assurance shall (except to the extent that a Member
has agreed with the Employers to contribute any part thereof) be effected and
maintained at the cost of the Employers. The amount of the contributions to be
paid by the Employers to the said assurance or assurances shall from time to
time be determined by the Principal Employer and contributions payable by any
Associated Employers to the said assurance or assurances shall be paid at such
intervals as the Principal Employer shall require. Provided that the Employers
shall have borne not less than one-third of the total cost of the benefits
being provided under all retirement benefit schemes of the Employers in respect
of each Member at his normal retirement age.  (2)           The assurance or assurances effected
under the Scheme in respect of any Member must not be such that the value
thereof is likely in any event to exceed that of the maximum benefit prescribed
by the Revenue Commissioners which may in that event be provided in respect of
that person under the Scheme and the Trustees of the Scheme shall consider all
such assurances at least once in every five years and if as a result of such
reconsideration it appears that any assurance is excessive the premium payable
thereunder shall be reduced, suspended or cease to be paid.  (3)           Any assurance or assurances effected
under the Scheme will be subject to the terms of the policy or policies issued
to the Trustees of the Scheme by the Life Office.  9.             Throughout this Declaration of Trust :  (i)words
importing the male gender shall be construed as including the female gender and
vice versa and words importing neuter gender shall be construed as including
male and female genders except where the context otherwise requires  2 
   (ii)words
in the singular shall be construed as including words in the plural and words
in the plural as including words in the singular except where the context
otherwise requires.  10.           The Scheme shall be wound up  (1)On
the expiration of twenty-one years after the death of the last survivor of the
issue of his late Britannic Majesty King George VI living on the date of this
Declaration of Trust (which period is hereinafter called the Trust Period)
unless there has been legislation therebefore making it lawful for the trusts
of the Scheme to continue  (2)On
the making of an Order or an effective resolution being passed for the winding
up of the Principal Employer unless a new employer of some or all of the
Members is willing to enter into an agreement as provided in the Rules for the
purpose of continuing the Scheme  (3)On
the passing of an effecting resolution by the Principal Employer of the Scheme
expressing the intention to wind-up the Scheme. 11.           (i)The
Trustees if a body corporate shall exercise its powers and execute its duties
hereunder by resolutions of its Directors for the time being or the Trustee may
act by its proper officers appointed for the purpose. Such Trustee shall be
paid such fees as may from time to time be agreed between the Principal
Employer and the Trustee and the Trustee may retain for itself any commission
or remuneration returned or allowed by stockbrokers Life Offices or other
agents. Notwithstanding the power to charge for its service the Trustees shall
be entitled subject to the agreement of the Principal Employer to employ
Solicitors Actuaries Accountants and other agents (including any of the
officers of the Trustee or of its subsidiary companies) and be reimbursed with
any expense which may legally be retained or paid by a private trustee.  (ii)The
Trustees shall have and be entitled to exercise all powers rights and
privileges in connection with the Scheme requisite or proper to enable them to
carry out all or any transaction act deed or thing arising under or in
connection with the Rules and any assurance or assurances aforesaid effected by
them with a Life Office under the provisions of this Deed and the consent or
concurrence of either the Principal Employer 
or the Members or any of them shall not be necessary in connection with
the giving of any receipt or discharge or the making of any payment or the
doing of any act in connection with the Rules or the said assurance or
assurances or any of them. Persons transacting business with the Trustees in
relation to the Scheme shall not be entitled to or be under any obligation to
make enquiry of the Trustees or the Principal Employer or the Members as to the
application of funds in the hands of the Trustees and all persons paying money
to the Trustees shall be completely and sufficiently discharged by their
receipt for the same.  3 
   (iii)The
Trustees may from time to time in writing authorize such person or persons as
they shall think fit to draw cheques on any banking account or to endorse any
cheque or give receipts and discharges and every such receipt and discharge
shall be as valid and effectual as if it were given by the Trustees.  (iv)In
the event of the appointment of Trustees other than a corporate trustee acting
as sole trustee of these presents the Trustees may meet together for the
despatch of business adjourn and otherwise regulate their meetings as they
think fit. All business brought before a meeting of the Trustees shall be
decided by a majority of the votes of the Trustees present and voting thereon
and in case of any equality of votes the chairman of the meeting shall have a
second or casting vote. Two Trustees at a meeting shall form a quorum. Should
there be any equality of votes on the election of a chairman at any meeting the
chairman shall be chosen by lot.  (v)For
the purpose of providing the benefits under the trust the Trustees may rely and
act upon the advice of an actuary or upon quotations furnished to it by the
Life Office and shall not in any event incur any liability or responsibility
whatsoever in the event of such advice or quotation proving subsequently to be
incorrect or in any way insufficient for its purposes.  (vi)Subject
to the prior agreement of the Revenue Commissioners and to any conditions
imposed by them the Trustees may appoint the Principal Employer and or the Life
Office as its agent for the purposes of paying any pension or pensions which
arise under the Scheme and the receipt of the Principal Employer  and or the Life Office shall be sufficient
discharge to the Trustees for the payment of such pension or pensions.  (vii)No
Trustee hereof shall be responsible chargeable or liable in any manner
whatsoever for or in respect of any loss or any depreciation or default upon
any of the assurances in or upon which the moneys and assets of the Scheme or
any part thereof may at any time be invested pursuant to the provisions hereof
or for any delay which may occur from whatever cause in the investment of any
moneys belonging to the Scheme or for the safety of any securities or documents
of title deposited by the Trustees for safe custody or for the exercise of any
discretionary power vested in the Trustees by this Deed or by the Rules or by
reason of any other matter or thing except wilful default on the part of the
Trustee who is sought to be made liable.  (viii)The
Trustees shall have the benefit of all indemnities conferred upon trustees
generally by statute or otherwise and the Principal Employer shall keep the
Trustees indemnified against any actions claims and demands arising out of
anything lawfully done or caused to be done by it in the exercise of the powers
and discretions vested in it by these presents.  12.The
Principal Employer with the consent of the Trustees of the Scheme (if the
Principal Employer is not at the relevant time Trustee of the Scheme) and of
the Life Office may at any time amend any of the  4 
   provisions of this Declaration of Trust and the Rules provided that no
amendment shall be made which  (1)varies
the main purpose of the Scheme namely the provision of relevant benefits as
described in Section 13 (1) of the Finance Act, 1972 or results in loss of the
approval of the Revenue Commissioners so long as the same shall be necessary
for exemption or relief from taxation or shall otherwise in the opinion of the
Life Office be necessary or desirable  (2)authorizes
the accrual or enjoyment of any benefits under the Scheme by the Principal
Employer or any Associated Employer except in respect of any surplus remaining
after termination of the Scheme  (3)extends
the operation of the Scheme beyond the Trust Period.  13.All
disputes and differences arising out of the Scheme or otherwise in connection
therewith shall be referred to arbitration pursuant to the provisions of the
Arbitration Act 1954 and any amendment thereof.  5 
   IN WITNESS whereof these
presents have been executed the day and year first above written.  PRESENT when the Common Seal of McGHAN LIMITED was affixed hereto: [SEAL]  /s/ P. Flood
  Director/s/ Val
  Mills
  Secretary
  ACTING  PRESENT when
  the Common Seal of
  COYLE HAMILTON TRUSTEES LIMITED
  was affixed hereto:/s/ Malcolm
  Albertson
  Director/s/ Elle
  McKree
  DirectorSIGNED
  SEALED AND DELIVERED
  by the said PATRICK FLOOD
  in the presence of:
  /s/ P. Flood/s/ Val
  Mills  VAL MILLS 40 CEDARMOUNT ROAD MOUNT HERRION CO DUBLIN  6 
   SCHEDULE  RULES  OF THE  McGHAN LIMITED  RETIREMENT BENEFITS SCHEME  Established by the Declaration
of the Trust to which these Rules are scheduled and constituted for the main
purpose of the provision of relevant benefits as defined in Section 13(1) of the
Finance Act, 1972 in respect of service as an employee, being benefits payable
to, or to the Dependants or personal representatives of, the Members.  Definitions:1.             In these Rules where the context so
admits : (i) words importing the male gender shall be construed as including
the female gender and vice versa and words importing neuter gender shall be
construed as including male and female genders except where the context
otherwise requires (ii) words in the singular shall be construed as including
words in the plural and words in the plural as including words in the singular
except where the context otherwise requires and (iii) the following words and
expressions shall have the following meanings:  Administrator
means the Administrator appointed by the Declaration of Trust for the purposes
of the Finance Act.  Associated
Employer shall have the meaning ascribed thereto in the Declaration of Trust.  Commencing
Date means the date on and from which the Scheme came into operation and
effect which date is identified in the Declaration of Trust by reference to the
designation the Commencing Date.  the
Declaration of Trust means the Declaration of Trust to which the Rules are
scheduled.  Dependant
means the spouse or child of a Member or any other person who is wholly or
substantially dependent upon the Member for the ordinary necessaries of life.  20% Director
means any director who either alone or together with his spouse and minor
children is or becomes or at any time within three years of the specified
Normal Retirement Age, or earlier cessation or service was the beneficial owner
of shares which, when added to any shares held by the trustees of any
settlement to which the director or his spouse had transferred assets, carry or
carried more than 20% of the voting rights in the Employers or in a company
which controls the Employers.  7 
   Employers
shall have the meaning ascribed to the Employers in the Declaration of Trust.  Final
Remuneration means  (a)if
the Member is not a 20% Director whichever is greatest of (1), (2) and (3)
below  or  (b)if
the Member is a 20% Director (2) below.  (1)basic
pay of the Member for any one of the five years preceding retirement date plus
the average over a period of three years or such other period as the Revenue
Commissioners will permit of any fluctuating emoluments which averaging must
end on the last day of the year for which basic pay is taken for the purposes
of this calculation  or  (2)the
average of the Members total emoluments for any three or more consecutive
years ending not earlier than 10 years before retirement date  or  (3)save
only in a case which the Revenue Commissioners will not permit the annual rate
of basic pay at the date of retirement or at any date within the previous year
plus the average of any fluctuating emoluments calculated over a period of
three years ending on the relevant date or over such other period as the
Revenue Commissioners shall permit.  PROVIDED THAT  (i)for
the purposes of calculating Final Remuneration where remuneration under (1) and
(2) above is calculated by reference to a year or years other than the twelve
months ending with Normal Retirement Age each such years remuneration may be
increased in proportion to the increase in the cost of living as measured by
the Consumer Price Index for the period from the end of the year up to Normal
Retirement Age.  (ii)proviso
(i) hereof may not be applied if the Member is a 20% Director unless it can be
shown to the satisfaction of the  8 
   Revenue
Commissioners that the amount of the non-commutable pension payable or
remaining payable or payable before the application of rules permitting
commutation of the whole of the benefits to the director is not less than
two-thirds of the annuity equivalent of all retirement benefits payable to the
director (or to which he is entitled) under all schemes of the Employers at the
time any lump sum benefits are to be paid to him under the Rules.  (iii)no
remuneration as a director for which the employee is accountable to any other
person by virtue of any directorship or employment or which is treated for tax
purposes as a receipt of a trade or profession carried on by him shall be
included in his remuneration for the purposes of this definition.  the Finance
Act means Part I Chapter II of the Finance Act 1972 and shall be deemed to
include any statutory amendment or re-enactment thereof for the time being in
force.  Life Office
means Irish Life Assurance Plc.  Member means
a person who is currently included in the Scheme in accordance with Rule 2.  Members
Explanatory Booklet means the booklet entitled Members Booklet issued to the
Member in conjunction with a personal Statement of Benefit by the Trustee and
by which the Member is notified of details of the Scheme and includes any
subsequent notifications issued by the Trustees of any variations in such
details.  Normal
Retirement Age means the date identified in the Members Statement of Benefit
by reference to the designation Normal Retirement Age.  Principal
Employer means the person, persons or body corporate referred to in the
Declaration of Trust as being the Principal Employer and identified therein by
reference to the designation the Principal Employer.  Retirement
Lump Sum Benefits means lump sums the Member has earned with previous
employers and includes:  (a)lump
sums received or receivable from any scheme including sums received or
receivable in commutation of pension  (b)sums
received or receivable in commutation of retirement annuities under contracts
approved under Section 235 Income Tax Act 1967  9 
   (c)amounts
received by way of refund of contributions and any interest thereon, if they
were received after the age of 45 and exceeded £2,000.  PROVIDED THAT
benefits at (a) and (b) may ignored if they do not exceed £200 in all .  Retained
Pension Benefits means benefits the Member has earned with previous employers
and includes :  (a)pensions,
whether deferred or already in payment, including any part of a deferred
pension which is commutable  (b)the
annuity equivalent of lump sums, received or receivable, including any already
received in commutation of pension  (c)where
so required by the Revenue Commissioners, retirement annuities under Section
235 Income Tax Act 1967 in respect of previous self-employment or
non-pensionable service  (d)the
annuity equivalent of any amount received by way of refund of contributions and
any interest thereon if they were received after the age of 45 and exceeded
£2,000.  PROVIDED THAT
benefit at (a), (b) and (c) may be ignored if their annuity equivalent does not
exceed £52 in all.  Rules means
this set of Rules.  Scheme means
the Scheme established by the Declaration of Trust and identified in the
Declaration of Trust by reference to the designation the Scheme.  Statement of
Benefit means the leaflet entitled Statement of Benefit as issued in
conjunction with the Members Explanatory Booklet from time to time.  Trustees
means Coyle Hamilton Trustees Limited its successors in business or its assigns
and Patrick Flood or other the Trustee or trustees for the time being of the
Scheme.  Membership:2.             (1)          A person shall be eligible for inclusion in the Scheme if  (a)he
is an employee of the Employers in the Republic of Ireland. For this purpose
employee includes any officer, director or manager of the Employers and also
any former employees of the Employers  10 
   and  (b)the
Employers in their absolute discretion shall so decide.  (2)           A person eligible under (1) of this
Rule shall be included in the Scheme when he shall have agreed with the
Employers to such inclusion  (3)           A Member of the Scheme will be given
written particulars of all essential features of the Scheme which concern him.  Members
  Contributions
  3.
  A member
  shall be permitted to make personal contributions towards the cost of
  providing his retirement benefits hereunder of such amount as shall be agreed
  between that Member and the Employers.Subject to
  the agreement of the Member contributions paid by him shall be deducted from
  his salary or wages by the Employer.  PROVIDED THAT
a Member shall not in any year pay contributions to the Scheme which when
aggregated with total contributions paid by him to all other retirement benefit
schemes would exceed fifteen percent of his remuneration (exclusive of such
remuneration as is described in proviso (iii) of the definition of Final
Remuneration) in respect of that year except where a Member with the consent of
the Trustee pays a special contribution to the Scheme.  Benefits at
  Normal
  Retirement Age
  4.
  (1)           If a Member ceases to be in service
  at Normal Retirement Age otherwise that by his  death the Trustee shall apply the proceeds of the relevant
  assurance or assurances relating to that Member in the provision of the
  following benefits :  (a)           an annuity on the life of the Member
and/or  (b)           all or any of the following benefits:  (i)a
lump sum payable to the Member being a surrender of the whole or a part of his
annuity under the Scheme  (ii)an
annuity on the life of the Dependant (not being a child) of the Member
beginning on  or after the Members
death  (iii)an
annuity or annuities in respect of any one or more of the Members children
beginning on or after the Members death.  11 
   (iv)such
other benefit as will not prejudice exempt approval of the Scheme under the
Finance Act.  and any such
annuity shall be purchased according as the Trustee directs from the Life
Office or some other life office or some other life office licenced to carry on
assurance business in the Republic of Ireland under the terms of the Insurance
Act 1936 or any statutory amendment or re-enactment thereof for the time being
in force.  (2)           An annuity on the life of the Member
may be expressed to be guaranteed for any period not exceeding ten years to the
effect that if the Member dies before his annuity has been paid to him for the
guaranteed period the annuity shall for the remainder of that period be payable
to the Members legal personal representatives or to such Dependant of the
Member as the Trustee in its discretion shall decide.  (3)           Where an annuity on the life of the
Member is expressed to be guaranteed as described in (2) of this Rule for a
period not exceeding five years the annuity may be further expressed to be with
payment of a lump sum on the Members death within the guaranteed period in
lieu of and not exceeding in amount the sum of the further instalments of the
annuity which would have been payable from the date of his death to the end of
the guaranteed period if he had lived until that date.  (4)           Subject to (1)(b)(i), (2) and (3) of
this Rule an annuity on the life of the Member or of a Dependant or in respect
of a child will be non-commutable and non-assignable.  (5)           Any childs or childrens annuity
will be paid according as the Trustee determines to the child or to one or more
of the children in respect of whom it is provided or to such person as is in
the opinion of the Trustee best fitted for that purpose to be held or used by
such person for the maintenance support and benefit of that child or any one or
more of such children and the receipt of such person shall be a full discharge
to the Trustee. A childrens annuity will cease on the attainment by the child
to whom it is payable of age 18 or age 21 if in receipt of full-time education
or on earlier death.  (6)           An annuity payable to the Member or
to a Dependant or to or in respect of a child may be such that it shall be
increased by way of increment on each anniversary of the date on which it
commenced to be payable in the case of an annuity payable to  12 
   the Member or
on each anniversary of the date of the Members retirement in the case of an
annuity payable to a Dependant or to or in respect of a child and in any case
such increments shall continue to be paid for so long as the annuity continues
to be payable. The rate of increase shall be such percentage as the Trustee and
the Life Office shall agree subject to the limitation of the Revenue
Commissioners that the increase on an annuity shall not exceed the rise in the
cost of living over the period of payment as measured by the Consumer Price
Index or any other suitable index agreed by the Revenue Commissioners and to
any other limitations of the Revenue Commissioners.  (7)           The amount of the annuity payable to the
Member on retirement at Normal Retirement Age shall be restricted if necessary
so that when it is added to all corresponding benefits to which he is entitled
under other retirement benefits schemes of the Employers and any Retained
Pension Benefits the total does not exceed the amounts set out below:  (a)           two-thirds of the Members Final
Remuneration  or  (b)where
the Members number of completed years of service with the Employers at Normal
Retirement Age is less than forty, one-sixtieth or such higher fraction as the
Revenue Commissioners will approve of the Members Final Remuneration for each
year of service with the Employers.  (8)           The amount of the lump sum shall be
restricted if necessary so that when it is added to all other lump sum benefits
to which the Member is entitled under other retirement benefits schemes of the
Employers and any Retained Lump Sum Benefits the total does not exceed
three-eightieths of the Members Final Remuneration for each year of service
with the Employers subject to a maximum of forty years (or such higher amount
as the Revenue Commissioners will approve).  (9)           The amount the annuity payable to a
Dependant or to a child of a Member shall be restricted if necessary so that
when it is added to all corresponding benefits payable to or in respect of such
Dependant or child (i) under other retirement benefits schemes of the Employers
for such Member or (ii) where the Revenue Commissioners so require derived from
retirement benefits schemes or from contracts approved under Section 235 or
235A Income Tax Act 1967 relating to earlier employments  13 
   of such Member
and exceeding £52 per annum the total does not exceed two-thirds of the maximum
pension which could be provided for the Member under these Rules plus any
post-retirement increases.  (10)         The aggregate amount of all Dependants
annuities and childrens annuities for a Member shall be restricted if
necessary so that when added to all corresponding benefits payable to or in
respect of such Dependants or children (i) under other retirement benefits
schemes of the Employers for such Member or 
(ii) where the Revenue Commissioners so require derived from retirement
benefits schemes or from contracts approved under Section 235 or 235A Income
Tax Act 1967 relating to earlier employments of such Member and exceeding £104
per annum the total does not exceed the maximum pension which could be provided
for the Member under these Rules plus any post-retirement increases.  (11)         The maximum amount of Members annuity
is reduced by the annuity equivalent of any lump sum paid or payable to that
Member under these Rules or under any other retirement benefits scheme of the
Employers and where the Revenue Commissioners so require by any Retained
Pension Benefits.  (12)         Subject to the Revenue Commissioners
restrictions on the maximum permissible annuity as described in (7) above the
lump sum payable under the Scheme is not restricted to any maximum if the
amount of the annuity which would be provided by the application to the
purchase thereof of the whole of the proceeds of the relevant assurance or
assurances relating to that Member would (together with all corresponding
benefits including the annuity equivalent of lump sums received or receivable
under other retirement benefits schemes of the Employers) be less than £104 per
annum or if the Member is in an exceptional state of serious ill-health.  Benefits
  After
  Normal
  Retirement Age
  5.
  (1)           If the Member remains in the
  service of the Employers after Normal Retirement Age and ceases to be in
  service at a later date otherwise than by his death the Trustee shall apply
  the proceeds of the relevant assurance or assurances relating to that Member
  in the provision of the benefits as described in Rule 4(1) except that these
  benefits shall be provided at his later date of retirement instead of at his
  Normal Retirement Age.  (2)           If the Member continues to serve
after Normal Retirement Age he may elect in lieu of waiting to receive his
benefits at his later date of retirement as described in (1) of this Rule to
receive at Normal Retirement Age or at any date between Normal  14 
   Retirement Age
and his late date of retirement either his lump sum, or his annuity and lump
sum benefits to which he would have been entitled under the Scheme if he had
retired rather than defer all benefits until actual retirement. In such
circumstances the Trustee shall apply the proceeds of the relevant assurance or
assurances relating to that Member accordingly.  (3)           Rule 4(2), 4(3), 4(4), 4(5) and 4(6)
will apply also in respect of annuities payable under (1) and (2) of this Rule.  (4)           The amount of the annuity payable to
the Member on retirement after Normal Retirement Age shall be restricted if
necessary so that when added to all corresponding benefits to which he is
entitled under other retirement benefits schemes of the Employers and any
Retained Pension Benefits the total does not exceed the amounts set out below:  (a)if
the Member is not a 20% Director the maximum amount which could have been paid
to him had he retired at Normal Retirement Age actuarially increased to have
regard to the period of deferment.  or  (b)if
the Member is a 20% Director the maximum amount which could have been paid to
him had he retired at Normal Retirement Age actuarially increased to have
regard to the period of deferment by an amount which is not so great that the
annuity payable would exceed the maximum annuity approvable by the Revenue
Commissioners if the date of actual retirement (or age 70 if earlier) was
deemed to be the Normal Retirement Age of the Member except that this
limitation does not apply to increases after attainment of age 70.  PROVIDED THAT
if the Member is a 20% Director and elects to take his lump sum benefit at
Normal Retirement Age or at any date between Normal Retirement Age and his
later date of retirement and to defer his annuity until his actual retirement,
his annuity may not be increased as described in 4(b) of this Rule and may only
be increased by reference to increases in the Consumer Price Index.  (5)           Rule 4(8), 4(9), 4(10), 4(11) and
4(12) apply also to benefits payable under this Rule.  15 
   Benefits on
  Retirement
  before Normal
  Retirement Age
  6.
  (1)           If a Member ceases otherwise than
  by his death to be in service before Normal 
  Retirement Age but not earlier than his 50th birthday unless cessation
  of service is on account of ill-health or disablement, no further premium shall
  be paid under the assurance or assurances effected in respect of him and the
  Trustee will if the Member so requires elect in lieu of the benefits payable
  under Rule 7 and subject always to (2) and (3) of this Rule to apply the
  proceeds of the relevant assurance or assurances relating to that Member in
  accordance with Rule 4 except that such application shall be at his earlier
  date of cessation of service instead of at his Normal Retirement Age.  (2)           The amount of the annuity payable to
the Member in the event of cessation of service under (1) of this Rule shall be
restricted so that when it is added to all corresponding benefits and the
annuity equivalent of lump sums received or receivable to which he is entitled
under other retirement benefits schemes of the Employers and any Retained
Pension Benefits the total does not exceed the greater of :  (a)one-sixtieth
of the Members Final Remuneration for each year of service with the Employers
subject to a maximum of forty years  or  (b)such
proportion of the amount which would be applicable under Rule 4(7) if the
Member had remained in the service of the Employers until Normal Retirement Age
as the number of years of service with the Employers completed bears to the
number of years between the date of entry into service with the Employers and
Normal Retirement Age any years in excess of forty being disregarded.  (c)such
greater amount as the Revenue Commissioners may permit from time to time.  PROVIDED THAT
if the Member is retiring on account of ill-health or disablement before Normal
Retirement Age the maximum applicable shall be calculated as if he had remained
in the service of the Employers until Normal Retirement Age.  (3)           The amount of any lump sum payable to
the Member in the event of cessation of service under (1) of this Rule shall be
restricted if necessary so that when added to all other lump sum benefits to
which the Member is entitled under other retirement  16 
   benefits
schemes of the Employers and any Retained Lump Sum Benefits the total does not
exceed the greater of:  (a)three-eightieths
of the Members Final Remuneration for each year of service with the Employers
subject to a maximum of forty years  or  (b)such
proportion of the amount which would be applicable under Rule 4(8) if the
Member had remained in the service of the Employers until Normal Retirement Age
as the number of years of service with the Employers completed bears to the
number of years between the date of entry into service with the Employers and
Normal Retirement Age any years in excess of forty being disregarded.  PROVIDED THAT
if the Member is retiring on account of ill-health or disablement before Normal
Retirement Age the maximum applicable lump sum shall be calculated as if he had
remained in the service of the Employers until Normal Retirement Age.  (4)           Provided that the Trustee is not
required so to apply the proceeds of the relevant assurance or assurances
relating to that Member if it is instructed by the Employers that the Member
has ceased to be in service by dismissal therefrom for dishonesty misconduct or
breach of duty or has himself withdrawn from service to avoid such dismissal or
in other circumstances in which the Employers were by reason of his conduct entitled
to terminate his employment summarily except to the extent that such proceeds
are attributable to any Members contributions or to such greater extent as is
agreed between the Member the Employers and the Trustee or the Trustee so
decides.  Withdrawal
  from service
  before Normal
  Retirement Age
  7.
  (1)           If a Member ceases otherwise that
  by his death to be in service before Normal Retirement Age no further premium
  shall be paid under the assurance or assurances in relation to that Member
  and if he is not entitled to or if entitled to does not elect to receive a
  benefit under Rule 6 he shall be entitled to elect one of whichever of the
  following options are available to him in accordance with his Members
  Explanatory Booklet:  (a)an
immediate payment of the proceeds of the assurance effected with the Life
Office in respect of that Member relevant to that Members contributions under
the Scheme which  17 
   payment
represents a repayment of that Members contributions under the Scheme and
which payment is reduced by an amount equal to that for which the Administrator
is liable to the Revenue Commissioners upon making such payment.  Provided that if the Member is a 20% Director
and his pensionable  remuneration from
the Employers for any year whilst a Member has exceeded £5,000 he may not elect
this option.  (b)the
application by the Trustee on the Members retirement date of the proceeds of
the assurance relating to that Member in accordance with the Rules but subject
always to any limitations of the Revenue Commissioners applying to benefits for
a Member who retires prior to Normal Retirement Age. For this purpose
retirement date shall mean whichever of the following dates the Trustee with
the agreement of the Member shall decide.:-  (i)Normal
Retirement Age  or  (ii)a
date earlier than Normal Retirement Age on which that Member could have
received a benefit under Rule 6  or  (iii)that
Members normal retirement age under his last employers retirement benefits
scheme  or  (iv)a
date later than (i) and (iii) provided that Member is still in employment but
not later than his 70th birthday.  (c)the
application by the Trustee in accordance with the Rules on the Members
retirement date as defined in Rule 7(1)(b) of the proceeds of the assurance
relating to that Members own contributions to the Scheme and to any transfer
payment made to the Scheme in respect of him but subject always to the
limitations of the Revenue Commissioners applying to benefits for a Member who
retires prior to Normal Retirement Age.  18 
   PROVIDED THAT
at the request of the Member and with the agreement of the Principal Employer
the Trustee shall in lieu of the said application at retirement date under
option 1(b) or 1(c) hereof apply the proceeds of the relevant assurance or
assurances prior to retirement date in the provision by purchase or otherwise
from a Life Office of a non-assignable deferred annuity policy or other
suitable contract written in the name of the Member providing benefits that are
payable under the same conditions as benefits receivable hereunder and the
Members rights and entitlements shall thereupon be determined in accordance
with the provisions of the said policy or contract.  (2)           If the Member dies before the
application as specified in (1)(b) or (1)(c) of this Rule the Trustee will
apply any proceeds then arising in accordance with Rule 8 as if he had died in
service.  Benefits on
  Death in
  Service
  8.
  (1)           If a Member dies in the service of
  the Employers the Trustee will apply the 
  proceeds of the relevant assurance or assurances relating to that
  Member in the provision according as it thinks fit of all or any of the
  following benefits:   (a)a
lump sum which will if necessary be restricted so that when added to all other
lump sums provided on death (i) under other retirement benefits schemes of the
Employers or (ii) derived from retirement benefits schemes or from contracts
approved under Section 235A Income Tax Act 1967 relating to earlier employments
of the Member except only such amounts as the Revenue Commissioners will permit
to be ignored the total does not exceed four times the Members Final
Remuneration plus a repayment of the total of the Members own contributions to
the Scheme.  For the
purpose of this Rule  Final Remuneration shall be the rate of remuneration
payable to the Member at the date of the Member death if this definition gives
rise to an amount greater than the sum calculated by reference to the definition
in Rule 1 hereof.  (b)an
annuity on the life of a Dependant (not being a child) of the Member  (c)an
annuity in respect of any one or more of the Members children.  and any such annuity shall be purchased (according  19 
   as the Trustee
directs ) from the Life Office or some other life office licenced to carry on
assurance business in the Republic of Ireland under the terms of the Insurance
Act 1936 or any statutory amendment or re-enactment thereof for the time being
in force.  (2)           The lump sum will be held or paid and
applied according as the Trustee within two years after the Members death
decides. The Trustee shall pay the moneys to the Members legal personal
representative(s) or pay or apply all or any part of the moneys to or for the
benefit of any one or more of the Members Dependants and if to more than one
in such shares as the Trustee shall in its absolute discretion decides.  PROVIDED THAT:  (i)if
at the end of the period of two years from the date of the Members death any
part or all of the said lump sum remains in the hands of the Trustee it will
forthwith pay such lump sum to the Members legal personal representatives.   (ii)for
the purpose of this sub Rule 8(2) the definition of Dependant contained in Rule
1 shall be extended to include any parent or grand parent of the Member and the
issue of any parent or grandparent and the spouse of any parent or grandparent
or of such issue.  (3)           A childrens annuity will be paid
according as the Trustee determines to any one or more of the children in
respect of whom it is provided or to such person as is in the opinion of the
Trustee best fitted for that purpose to be held or used by such person for the
maintenance support and benefit of such child or of any one or more of such
children and the receipt of such person shall be a full discharge to the
Trustee. A childrens annuity will cease on the attainment by the child to or
in respect of whom it is payable of age 18 of age 21 if in receipt of full-time
education or on earlier death.  (4)           The amount of a Dependants annuity
or a childs annuity shall be restricted if necessary so that when added to all
corresponding benefits (i) payable in respect of the Member under other
retirement benefits schemes of the Employers or (ii) derived from retirement
benefits schemes or from contracts approved under Section 235 and 235A Income
Tax Act 1967 relating to earlier employments, except only such amounts as the
Revenue Commissioners will permit to be ignored the total  20 
    does not
exceed two-thirds of the maximum pension which could be provided for the Member
under Rule 4(7).  (5)           The aggregate amount of the
Dependants annuity and childrens annuities shall be restricted if necessary
so that when added to all corresponding benefits (i) payable in respect of the
Member under other retirement benefits schemes of the Employers or (ii) derived
from retirement benefits schemes or from contracts approved under Section 235
and 235A Income Tax Act 1967 relating to earlier employments except only such
amounts as the Revenue Commissioners will permit to be ignored the total does
not exceed  the maximum pension which
could be provided for the Member under Rule 4(7).  Take over
  of Scheme
  by New
  Employer
  9.
  (1)           If an Order or an effective
  resolution is passed for the winding-up of the  Principal Employer or the Principal Employer has no longer in
  its employment any Members then any Associated Employer or other person or
  firm employing a Member of the Scheme (hereinafter called in this Rule the 
  New Principal Employer) may agree with the Principal Employer that the
  Scheme shall thereafter have effect as if the New Principal Employer were the
  Principal Employer subject always to the consent of the Life Office.  (2)In
the event of such an agreement:  (i)if
the assurance or assurances are vested in the Principal Employer they shall
become vested in the New Principal Employer or  (ii)if
the assurance or assurances are vested in a Trustee other than the Principal
Employer they shall become vested in the New Principal Employer or in a Trustee
appointed for the purpose by the New Principal Employer subject in either event
to the prior approval of the Revenue Commissioners and to any changes which may
be therefor necessary to be made herein or in the Declaration of Trust.   Transfers
  10.
  (1)           If a Member is entitled to benefit
  under another retirement benefits scheme (in this sub-Rule called the other
  scheme) the Trustee may accept a transfer from the trustees of the other
  scheme or from other persons having the necessary power under the other
  scheme of all or part of the assets of the other scheme relating to that
  Member upon the footing that that Member shall subject to any limitations
  necessary to secure the continued approval of the Scheme by the Revenue
  Commissioners be entitled or contingently entitled to such rights  21 
   and benefits
under the Scheme as the Trustee may in its discretion arrange with the trustees
of the other scheme or other persons as aforesaid.  PROVIDED
ALWAYS that the Trustee shall obtain confirmation of the extent (if any) to
which such transfer arises from contributions made by the Member and such
transfer to the extent so specified and subject to any arrangement with the
trustees of the other scheme or other persons as aforesaid shall be deemed to
be made by the Member for the purposes of the Rules.  (2)           The Trustee subject to the approval
of a Member may transfer to the trustees or other persons having the necessary
powers thereunder of another retirement benefits scheme (in this sub-Rule
called the other scheme) which is treated by the Revenue Commissioners as an
exempt approved scheme pursuant to Section 16 of the Finance Act, or is a
retirement benefit scheme approved for the purpose of this sub-Rule by the said
Commissioners all or part of the assets of the Scheme relating to that Member
upon the footing that that Member shall be entitled or contingently entitled
under the other scheme to such benefits in respect of such transfer as the
Trustee may arrange with the trustees of the other scheme of other persons as
aforesaid.  PROVIDED ALWAYS that  (i)the
Member shall not thereafter be entitled to any benefits under the Scheme  and  (ii)the
Trustee shall not have any further responsibility in respect of such benefits
or arising from such assets after such transfer shall be made  and  (iii)any
prohibition on a refund of contributions to the Member herein shall be
maintained in the other scheme.  Augmentation
  or Variation
  of Benefits
  
  11.
  Subject
  always to Clause 3 of the Declaration of Trust the Trustee shall have power
  to  augment or vary the benefits
  otherwise payable to a Member or his Dependants or children under the Rules .  Tax
  
  12.
  The Trustee
  shall have the power to deduct from any payment under the Scheme a sum not
  exceeding that of any tax payable by it in respect of such payment.  22 
   Discontinuance13.           The Employers may at any time
discontinue payment of premiums under the assurance or assurances relating to
any Member. If the Employers discontinue payment of premiums any proceeds of
the assurance or assurances relating to that Member which arise on such
discontinuance will continue to be held under the relevant policy or policies
of assurance for application in accordance with these Rules, unless the Scheme
is continued by a new employer of that Member in which event the provisions of
Rule 9 shall apply.  PROVIDED ALWAYS        that if
there shall be any change in the degree of association between an Associated
Employer and the Principal Employer as a consequence of which the Revenue
Commissioners indicate that their approval of the Scheme would be adversely
affected by the continued participation of such Associated Employer that
Associated Employer shall discontinue payment of premiums under the assurance
or assurances relating to the Members in its employment and the proceeds of
such assurance or assurances which arise on such discontinuance will continue
to be held for application under the Rules as aforesaid.  Winding Up14.           If and whenever the Scheme is wound
up the proceeds of the assurance or assurances relating to each Member shall be
applied in the provision by purchase or otherwise from the Life Office or any
other life office licensed under the terms of the Insurance Act 1936 to carry
on assurance business in the Republic of Ireland of a suitable policy or
policies providing benefits for that Member payable under the same conditions
as payments receivable hereunder as if the Member was entitled to benefits
payable in accordance with Rule 6, Rule 7(1)(b) and Rule 7(2) hereof and
subject always to the approval of the Revenue Commissioners.  Excess Benefits15.           The proceeds of the assurance or
assurances shall be applied to provide benefits in accordance with these Rules
for the Member or his Dependants or children.  PROVIDED ALWAYS that if any such proceeds cannot be applied in this way
they will revert to the Employers unless the Employers have been wound-up.  Marginal Notes16.           The marginal notes to the Rules shall
not affect the interpretation thereof.  23 
   [LETTERHEAD OF COYLE HAMILTON LIMITED] Date
  11th August 1994  Strictly Private & ConfidentialMr. Val Mills
  
  [LOGO]Finance Controller,Mc Ghan Ltd.,Kilbride Industrial Estate,Arklow,Co. Wicklow.  Dear Val,  Re: Pension Scheme  I refer to my
fax dated the 27th July last in connection with the apparent discrepancy
between the original investment basis provided by Coyle Hamilton and the
current situation.  As you Know
Des O Sullivan discussed and agreed with you the basis to be used for covering
the costs of operating the Scheme at the set up stage. This was on a basis
where reduced commission terms on a maximum of 25%(2.5% x term to retirement)
would apply.  Although Irish
Life did operate the scheme to reflect increased investment due to the reduced
commission terms on a maximum of 25% the Scheme was put up on their systems to
incorporate an initial unit basis and not on the basis intended whereby there
would be no initial units but appropriate allocation of premium units in the
first year. I am happy to confirm that following further discussion with Irish
Life they have agreed to operate the scheme from inception on the basis
confirmed to you by Des O Sullivan in his memorandum dated 24th January 1990.
However, before I instruct Irish Life to proceed I will telephone you on
Monday, on your return from holidays, to ascertain whether this development
meets with your agreement.  Perhaps we
could meet at your earliest convenience to progress matters.  Yours
sincerely,  /s/ John
  McGovernJohn McGovernSenior Corporate Pensions Consultant  cc. Patrick O. Flood  
   [LETTER HEAD OF COYLE HAMILTON]  Date
  
  22nd August 1994STRICTLY PRIVATE & CONFIDENTIALMr. Val
  Mills,
  
  
  
  [LOGO]Finance
  Controller,Mc Ghan
  Ltd.,Kilbride
  Industrial Estate,Arklow,Co. Wicklow.   Dear Val,  RE:  
PENSION SCHEME  Following our
telephone conversation I can confirm that there is a Continuation Option under
the Scheme available.  I look forward
to meeting Pat Flood and yourself on Tuesday 6th September next. Accompanying
me will be Mr. Ollie Fahey of Irish Life Investment Managers to report on the
Scheme's performance. I trust that this is in order.  Kind regards.  Yours
sincerely,  /s/ John McgovernJOHN MCGOVERNSENIOR CORPORATE PENSIONS CONSULTANT  
   [LOGO OF COYLE HAMILTON]  INVESTMENT MANAGER SURVEY  GROUP PENSION MANAGED FUNDS  FOR THE QUARTER ENDED 30/06/1994  INTRODUCTION  Coyle Hamilton are now pleased
to introduce the results of their investment manager survey for the second
quarter of 1994.  Eagle Star were the top
performing fund for the year to the end of June 1994 with a return of 12.03%.
The average return over the year was 6.84%, while inflation for the year was
2.75%.  Fund managers have been ranked
on their five year performance figures both on a return and a risk adjusted
return basis. The Norwich Union was the best performing manager on both basis
over the five year period ended the 30/06/1994.  MARKET
COMMENTARY  IRISH EQUITIES  It was another quarter of mixed
performance for the Irish equity market with the index up in April and down in
May and June. The ISEQ Index fell by a total of 5.2% over the quarter. The
reasoning behind this decline is that investors fear rises in inflation and
consequently in interest rates over the coming months. On a more positive note
the economy continued to strengthen over the quarter which has helped to keep
the public finances on larger.  INTERNATIONAL EQUITIES  United
Kingdom  Despite indications of
continued economic growth the markets greeted the various statistical releases
over the quarter with some scepticism. The equity market, while supported by
good earnings growth, suffered from inflationary and interest rate fears. The
FTActuaries All Share Index fell by 7.1% over the quarter.  United
States  The Fed. increased official
base rates twice during the quarter on the strength of continuing strong
economic growth. Despite these hikes the Dollar has remained weak against the
Deutschemark and the Yen. This coupled with the worsening trade deficit eroded
returns for Irish Punt investors over the quarter. The FTActuaries North
America Index fell by 5.3% over the quarter.  Europe
(Excluding UK)  Economic growth continued over
the quarter across Europe. A number of Central Banks cut their shortterm
interest rates, led by the German Bundesbank, against a background of modest
inflationary pressure. European equity markets declined in line with movements
in the bond markets. The FTActuaries Europe exUK Index fell by 6.8% over the
quarter.  Japan  Economic recovery continued to
be hindered over the quarter by the strength of the Yen. The recently
implemented public spending programmes and deregulation processes appear to be
going smoothly despite political uncertainty. On a positive note some Japanese
corporations have begun to forecast a recovery in profits. The FT Actuaries
Japan Index grew by 5.7% over the quarter.  Pacific
Basin (Excluding Japan)  The equity markets of the
region generally recovered following the setbacks of the first quarter of 1994.
Gains in April and May were offset by falls in June. The weakness of the US
Dollar has not helped this region which is historically sensitive to Dollar
Exchange rates. The FTActuaries Pacific Basin ex Japan Index fell by 4.0% over
the quarter.  FIXED INTEREST  The Irish market, following the
European trend, recorded negative growth over the quarter. The international
bond market weakness is due to the expectation of interest rate increases on
foot of continuing growth in all the major world economies.  PROPERTY  Demand remained strong for
prime units in the retail sector over the quarter, however demand in other
sectors such as the office and industrial sectors was sluggish.  
   INVESTMENT MANAGER SURVEY GROUP PENSION MANAGED FUNDS PERFORMANCE STATISTICS AS AT 30/06/1994 ANNUALISED RETURNS  5 YEARSFUND MANAGER
  
  3 MONTHS
  
  6 MONTHS
  
  9 MONTHS
  
  1 YEAR
  
  3 YEARS
  
  RETURN
  
  RANKING
  
  MONTHLY
  STANDARD
  DEVIATION
  
  MONTHLY
  RISK
  ADJUSTED
  RETURN(1)
  
  RISK
  ADJUSTED
  RETURN
  BANKING%
  
  %
  
  %
  
  %
  
  %
  
  %
  
  
  
  
  
  %AIBIM
  
  (3.87
  )
  (5.90
  )
  0.07
  
  6.22
  
  9.21
  
  6.05
  
  11
  
  0.034
  
  0.160
  
  11CANADA LIFE
  
  (5.84
  )
  (8.00
  )
  1.12
  
  7.48
  
  13.45
  
  9.50
  
  2
  
  0.040
  
  0.208
  
  3EAGLE STAR
  
  (3.48
  )
  (6.69
  )
  5.35
  
  12.03
  
  17.05
  
  N/A
  
  N/A
  
  N/A
  
  N/A
  
  N/AFRIENDS
  PROVIDENT
  
  (6.11
  )
  (9.11
  )
  (0.57
  )
  5.36
  
  8.89
  
  6.27
  
  10
  
  0.035
  
  0.162
  
  10GRE LIFE
  
  (5.01
  )
  (7.44
  )
  2.94
  
  9.23
  
  10.04
  
  8.09
  
  5
  
  0.036
  
  0.201
  
  5HIBERNIAN
  
  (4.72
  )
  (9.12
  )
  4.14
  
  8.72
  
  11.26
  
  6.71
  
  8
  
  0.037
  
  0.164
  
  8INVESTMENT
  BANK OF IRELAND
  
  (4.44
  )
  (11.03
  )
  1.12
  
  5.77
  
  11.00
  
  8.66
  
  3
  
  0.037
  
  0.206
  
  4IRISH LIFE
  
  (4.33
  )
  (8.17
  )
  0.41
  
  5.91
  
  8.46
  
  6.53
  
  9
  
  0.034
  
  0.173
  
  7NEW IRELAND
  
  (4.85
  )
  (7.11
  )
  0.59
  
  5.51
  
  9.16
  
  8.62
  
  4
  
  0.031
  
  0.240
  
  2NORWICH UNION
  
  (4.99
  )
  (7.61
  )
  (0.06
  )
  4.32
  
  10.84
  
  9.63
  
  1
  
  0.033
  
  0.251
  
  1PRUDENTIAL LIFE
  
  (5.60
  )
  (7.34
  )
  0.05
  
  4.46
  
  10.90
  
  7.14
  
  7
  
  0.036
  
  0.129
  
  6STANDARD LIFE
  
  (4.93
  )
  (9.27
  )
  (0.12
  )
  5.83
  
  10.86
  
  7.29
  
  6
  
  0.041
  
  0.163
  
  9UBIM
  
  (3.30
  )
  (7.40
  )
  1.31
  
  8.08
  
  12.06
  
  N/A
  
  N/A
  
  N/A
  
  N/A
  
  N/A  AVERAGES(2)
  
  (4.73
  )
  (8.02
  )
  1.26
  
  6.84
  
  11.01
  
  7.68WEIGHTED AVERAGES(3)
  
  (4.73
  )
  (8.52
  )
  0.79
  
  6.38
  
  10.28
  
  7.67CONSUMER PRICE
  INDEX(4)
  
  
  
  
  
  
  
  2.75
  
  2.43
  
  2.63  
 (1)This index
is calculated by dividing the average monthly return over five years by the
standard deviation of monthly returns over the same period.  (2)The average
is the average fund return in each time period.  (3)The weighted
average is the average return on a pound invested in each time period.  (4)The Central
Statistics Office publishes CPI figures quarterly. The relevant Index was
published as at mid May, 1994  
   INVESTMENT MANAGER SURVEY GROUP PENSION MANAGED FUNDS PERFORMANCE STATISTICS AS AT 30/06/1994 CUMULATIVE RETURNS  5 YEARSFUND MANAGER
  
  FUND NAME
  
  3 MONTHS
  
  6 MONTHS
  
  9 MONTHS
  
  1 YEAR
  
  3 YEARS
  
  RETURN
  
  RANKING%
  
  %
  
  %
  
  %
  
  %
  
  %AIBIM
  
  AIPUT
  MANAGED
  
  (3.87
  )
  (5.90
  )
  0.07
  
  6.22
  
  30.25
  
  34.17
  
  11CANADA LIFE
  
  PENSION
  MANAGED
  
  (5.84
  )
  (8.00
  )
  1.12
  
  7.48
  
  46.01
  
  57.18
  
  2EAGLE STAR
  
  BALANCED
  
  (3.48
  )
  (6.69
  )
  5.35
  
  12.03
  
  60.36
  
  N/A
  
  N/AFRIENDS
  PROVIDENT
  
  PENSION
  MIXED
  
  (6.11
  )
  (9.11
  )
  (0.57
  )
  5.36
  
  29.11
  
  35.52
  
  10GRE LIFE
  
  MANAGED
  
  (5.01
  )
  (7.44
  )
  2.94
  
  9.23
  
  33.25
  
  47.55
  
  5HIBERNIAN
  
  GMP
  MANAGED
  
  (4.72
  )
  (9.12
  )
  4.14
  
  8.72
  
  37.74
  
  38.36
  
  8INVESTMENT
  BANK OF IRELAND
  
  EXEMPT
  UNIT TRUST
  
  (4.44
  )
  (11.03
  )
  1.12
  
  5.77
  
  36.77
  
  51.51
  
  3IRISH LIFE
  
  PENSION
  MANAGED I
  
  (4.33
  )
  (8.17
  )
  0.41
  
  5.91
  
  27.58
  
  37.22
  
  9NEW IRELAND
  
  PENSION
  MANAGED I
  
  (4.85
  )
  (7.11
  )
  0.59
  
  5.51
  
  30.08
  
  51.19
  
  4NORWICH UNION
  
  PENSION
  MANAGED I
  
  (4.99
  )
  (7.61
  )
  (0.06
  )
  4.32
  
  36.16
  
  58.36
  
  1PRUDENTIAL LIFE
  
  EXEMPT
  MANAGED
  
  (5.60
  )
  (7.34
  )
  0.05
  
  4.46
  
  36.38
  
  41.16
  
  7STANDARD LIFE
  
  PENSION
  MANAGED
  
  (4.93
  )
  (9.27
  )
  (0.12
  )
  5.83
  
  36.25
  
  42.16
  
  6UBIM
  
  PENSION
  MANAGED
  
  (3.30
  )
  (7.40
  )
  1.31
  
  8.08
  
  40.71
  
  N/A
  
  N/AAVERAGES
  
  
  
  (4.73
  )
  (8.02
  )
  1.26
  
  6.84
  
  36.97
  
  44.94  CONSUMER PRICE
  INDEX
  
  
  
  
  
  
  
  
  
  2.75
  
  7.48
  
  13.88   
   INVESTMENT MANAGER SURVEY GROUP PENSION MANAGED FUNDS ASSET ALLOCATIONS AS AT 30/06/1994  FUND
  MANAGER
  
  FUND NAME
  
  SIZE OF
  FUND
  
  IRISH
  ENQUITIES
  
  OVERSEAS
  EQUITIES
  
  IRISH FIXED
  INTEREST
  
  OVERSEAS
  FIXED
  INTEREST
  
  IRISH
  PROPERTY
  
  OVERSEAS
  PROPERTY
  
  CASH/
  INDEX
  LINKEDIR£000
  
  %
  
  %
  
  %
  
  %
  
  %
  
  %
  
  %AIBIM
  
  AIPUT
  MANAGED
  
  25800
  
  29.90
  
  42.70
  
  17.30
  
  1.90
  
  6.40
  
  0.00
  
  1.80CANADA LIFE
  
  PENSION
  MANAGED
  
  68021
  
  31.10
  
  35.40
  
  21.10
  
  6.00
  
  2.70
  
  0.00
  
  3.70EAGLE STAR
  
  BALANCED
  
  9500
  
  20.00
  
  33.00
  
  30.00
  
  0.00
  
  0.00
  
  0.00
  
  17.00FRIENDS PROVIDENT
  
  PENSION
  MIXED
  
  74384
  
  30.24
  
  40.12
  
  17.18
  
  5.39
  
  3.60
  
  0.00
  
  3.47GRE LIFE
  
  MANAGED
  
  48288
  
  31.94
  
  32.64
  
  14.51
  
  9.28
  
  7.43
  
  0.00
  
  4.21HIBERNIAN
  
  GMP
  MANAGED
  
  19118
  
  22.00
  
  43.50
  
  26.10
  
  0.00
  
  3.10
  
  0.00
  
  5.30INVESTMENT BANK OF IRELAND
  
  EXEMPT
  UNIT TRUST
  
  138000
  
  21.90
  
  52.70
  
  15.50
  
  3.20
  
  4.90
  
  0.00
  
  1.80IRISH LIFE
  
  PENSION
  MANAGED 1
  
  170100
  
  25.00
  
  38.10
  
  18.50
  
  4.40
  
  5.70
  
  2.60
  
  5.70NEW IRELAND
  
  PENSION
  MANAGED 1
  
  118682
  
  25.10
  
  46.40
  
  14.70
  
  0.90
  
  5.90
  
  0.20
  
  6.80NORWICH UNION
  
  PENSION
  MANAGED 1
  
  4016
  
  33.00
  
  31.00
  
  26.00
  
  0.00
  
  4.00
  
  0.00
  
  6.00PRUDENTIAL LIFE
  
  EXEMPT
  MANAGED
  
  4500
  
  33.00
  
  32.00
  
  27.00
  
  0.00
  
  2.00
  
  0.00
  
  6.00STANDARD LIFE
  
  PENSION
  MANAGED
  
  113243
  
  30.80
  
  33.40
  
  25.70
  
  2.50
  
  0.50
  
  0.50
  
  6.60UBIM
  
  PENSION
  MANAGED
  
  67000
  
  22.40
  
  34.00
  
  15.20
  
  3.10
  
  8.30
  
  0.00
  
  17.00AVERAGES
  
  
  
  66204
  
  27.41
  
  38.07
  
  20.68
  
  2.82
  
  4.19
  
  0.25
  
  6.57   
   INVESTMENT MANAGER SURVEY GROUP PENSION MANAGED FUNDS OVERSEAS EQUITY ALLOCATIONS AS AT 30/06/1994  FUND
  MANAGER
  
  FUND NAME
  
  UNITED
  KINGDOM
  
  UNITED
  STATES
  
  EUROPEAN
  (EX. UK)
  
  FAR EAST
  (EX. JAPAN)
  
  JAPAN
  
  OTHERS
  
  TOTAL%
  
  %
  
  %
  
  %
  
  %
  
  %
  
  %AIBIM
  
  AIPUT
  MANAGED
  
  11.70
  
  5.90
  
  7.90
  
  5.30
  
  11.90
  
  0.00
  
  42.70CANADA LIFE
  
  PENSION
  MANAGED
  
  9.70
  
  4.40
  
  9.50
  
  5.70
  
  6.10
  
  0.00
  
  35.40EAGLE STAR
  
  BALANCED
  
  8.00
  
  6.00
  
  11.00
  
  0.00
  
  8.00
  
  0.00
  
  33.00FRIENDS PROVIDENT
  
  PENSION
  MIXED
  
  9.64
  
  7.87
  
  8.51
  
  6.44
  
  7.66
  
  0.00
  
  40.12GRE LIFE
  
  MANAGED
  
  7.29
  
  7.72
  
  7.17
  
  4.84
  
  5.62
  
  0.00
  
  32.64HIBERNIAN
  
  GMP
  MANAGED
  
  10.60
  
  8.00
  
  8.30
  
  5.10
  
  11.50
  
  0.00
  
  43.50INVESTMENT BANK OF IRELAND
  
  EXEMPT
  UNIT TRUST
  
  10.00
  
  23.80
  
  8.60
  
  0.90
  
  9.40
  
  0.00
  
  52.70IRISH LIFE
  
  PENSION
  MANAGED 1
  
  8.70
  
  7.60
  
  9.00
  
  5.40
  
  7.40
  
  0.00
  
  38.10NEW IRELAND
  
  PENSION
  MANAGED 1
  
  8.80
  
  14.80
  
  10.90
  
  2.90
  
  8.30
  
  0.70
  
  46.40NORWICH UNION
  
  PENSION
  MANAGED 1
  
  8.00
  
  7.00
  
  6.00
  
  4.00
  
  6.00
  
  0.00
  
  31.00PRUDENTIAL LIFE
  
  EXEMPT
  MANAGED
  
  10.00
  
  2.00
  
  9.00
  
  3.00
  
  6.00
  
  2.00
  
  32.00STANDARD LIFE
  
  PENSION
  MANAGED
  
  8.10
  
  5.40
  
  9.50
  
  4.60
  
  5.80
  
  0.00
  
  33.40UBIM
  
  PENSION
  MANAGED
  
  8.00
  
  5.80
  
  8.00
  
  4.30
  
  7.90
  
  0.00
  
  34.00AVERAGES
  
  
  
  9.12
  
  8.18
  
  8.72
  
  4.04
  
  7.81
  
  0.21
  
  38.07  
   Coyle Hamilton Limited, through its Employee Benefits & Investments
Division provides a comprehensive range of services including:  PENSIONS AND EMPLOYEE BENEFITS  Consultancy Services
  Benefits Design
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  Explanatory Booklets
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  Serious Illness Schemes  If you need further information on any of the above services please
contact your local Consultant/Director  Contact : John McGovern  7/9 South Leinster Street Dublin 2  Telephone (01) 6616211 Facsimile (01) 6611321  Contact : Kevin Cruise O Shea B.A., M.Sc.  89 South Mall Cork  Telephone (021) 277505 Facsimile (021) 272827  © Coyle Hamilton Limited, July 1994  
   Funds report
for pension investors
 exempt funds [LOGO OF IRISH LIFE] Second
quarter 1994  Investment strategy  The
investment strategy for the Exempt Active and Exempt Managed funds in the first
quarter was to focus on defensive assets (cash and property) to protect the
fund against short term uncertainty associated with rising US interest rates.  However,
we believe that the reaction by equity and fixed interest markets to the threat
of rising inflation in the US has been overdone and that both equity and fixed
interest markets will recover from current levels.  Therefore we will maintain our overall equity and fixed interest
investments in the funds.  Within
the equity portfolio we have reduced the exposure to the Pacific Basin markets
significantly after their very strong run last year, with the majority of the
reduction concentrated in Hong Kong, preferring to invest in Japan where the
downside risk is limited and the economy is expected to recover this year.  We
have also increased our US equity holdings taking advantage of the recent
weakness to invest in a market which offers liquidity and earnings visibility
as the economy is more advanced into recovery.  We
also continue to favour property in the typical Irish Life pension fund as it
continues to lag other assets and we would expect it to be one of the better
performing assets in 1994.  Looking
ahead, in the short term we are likely to increase cash in the Exempt Active
and Exempt Managed funds, mainly from cashflow, but once market conditions
stabilise we will look to buy undervalued assets.  Market overview  Most
markets made further gains in January on expectation of low inflation, low
interest rates and good corporate earnings growth.  However, on the 4th of February the US central bank raised short
term interest rates by 0.25% and subsequently raised them again twice, each
time by 0.25%.  This, together with high
economic growth in the fourth quarter of 1993 in the US raised fears that
inflation may pick up in the months ahead causing the US bond market to fall
taking the rest of the worlds bond and equity markets as well as the US equity
market with it.  The
exent of the downturn was heavily influenced by the presence of large short
term investors, such as hedge funds, whose ability to sustain capital losses is
limited, and who are hence forced sellers in a falling market.  This
period of market turmoil emphasises the importance of operating a balanced
approach to portfolio management, as we have consistently maintained.  The
best performing market in the quarter was Japan, where foreign purchasing and
another government package of economic stimulus drove the market ahead by
16%.  This appeared to be at the expense
of the other Pacific markets which collectively were down 19% after the strong
gains last year.  The
Irish equity market also performed relatively well, with the decline of 3%
being lower than experienced either in the UK or the US.  The corporate earnings season has produced
stronger than expected results from most of the major companies.  The
Irish fixed interest market, on the other hand, was heavily influenced by the
UK, which was among the poorer performers over the quarter.  The
Irish property market continued the recovery established towards the end of
last year giving a return of almost 2% for the quarter.  Our
forecasts continue to suggest that many fundamentally positive features which we
have previously identified remain in tact.  There
seems to be little expected upward pressure on inflation outside the US.  Even in the US we are not unduly pessimistic
about the levels which inflation might reach.  We
continue to believe that European short term interest rates will fall over the
remainder of the year, as indeed they did during the first quarter.  Economic
growth in the major economies may turn out to be somewhat better than
previously forecast and the corporate sector is generally showing better
ability to translate this growth into increased earnings than many analysts had
predicted.  On
balance, therefore, we believe that market reaction to the rises in US interest
rates has been overdone, and we expect both equity and fixed interest market
values to recover from their current levels.  
   Market
overview  Total gross return to 31 March
1994  3 months
  % Growth
  
  6 months
  % Growth
  
  12 months
  % GrowthIrish
  gifts (market prices)
  
  Local
  Currency
  
  Irish
  Pounds
  
  Local
  Currency
  
  Irish
  Pounds
  
  Local
  Currency
  
  Irish
  PoundsLong Dated
  
  -7.6
  
  -7.6
  
  0.6
  
  0.6
  
  13.6
  
  13.6All Stocks
  
  -3.7
  
  -3.7
  
  1.0
  
  1.0
  
  11.4
  
  11.4EquitiesIreland
  
  -3.5
  
  -3.5
  
  9.4
  
  9.4
  
  22.6
  
  22.6U.K.
  
  -6.3
  
  -7.8
  
  5.5
  
  4.5
  
  15.1
  
  19.3U.S.
  
  -3.8
  
  -5.7
  
  -1.5
  
  -1.7
  
  1.5
  
  6.7Pacific ex Japan
  
  -17.9
  
  -18.6
  
  14.1
  
  15.7
  
  41.2
  
  47.7Japan
  
  8.8
  
  15.9
  
  -3.5
  
  -0.6
  
  10.0
  
  29.3Europe ex UK
  
  -2.3
  
  0.1
  
  10.5
  
  9.9
  
  26.6
  
  29.5Germany
  
  -3.8
  
  -1.9
  
  12.3
  
  10.2
  
  27.0
  
  29.0France
  
  -5.5
  
  -4.1
  
  4.2
  
  3.8
  
  13.2
  
  14.3Australia
  
  -4.9
  
  -3.7
  
  6.0
  
  14.9
  
  26.9
  
  32.5  How our funds have performed Pension Fund
  
  Launch
  date
  
  3 months
  % growth
  
  6 months
  % growth
  
  1 year
  % growth
  
  3 years
  % growth
  per year
  
  5 years
  % growth
  per year
  
  Since
  launch
  %growth
  per yearActive
  
  1 January
  1989
  
  -4.0
  
  5.0
  
  18.4
  
  9.4
  
  9.5
  
  12.0Managed
  
  1 April 1978
  
  -4.1
  
  4.7
  
  17.7
  
  9.3
  
  7.4
  
  16.5Guaranteed
  
  1 January
  1989
  
  1.3
  
  5.9
  
  17.4
  
  11.1
  
  9.0
  
  10.6Cash
  
  1 April 1978
  
  1.5
  
  2.9
  
  6.3
  
  9.6
  
  9.7
  
  12.4Property
  
  1 January
  1991
  
  1.8
  
  9.5
  
  12.7
  
  1.7
  
  6.5
  
  8.5Equity
  
  1 January 1991
  
  -4.1
  
  6.6
  
  22.1
  
  10.2
  
  7.6
  
  16.4Fixed interest
  
  1 January 1991
  
  -6.3
  
  -1.0
  
  11.1
  
  12.8
  
  10.0
  
  15.6  How our funds are invested - managed funds  [CHART
OF EXEMPT ACTIVE FUND]  Irish
  Equities
  
  26.1
  %Cash
  
  5.0
  %Fixed Interest
  
  19.6
  %Property
  
  7.5
  %International Equities
  
  41.8
  %  [CHART
OF EXEMPT MANAGED FUND]  Irish
  Equities
  
  25.3
  %Cash
  
  4.1
  %Fixed Interest
  
  24.9
  %Property
  
  6.8
  %International Equities
  
  39
  %