Amendment No. 1 To Amre Savings Investment Trust

AMENDMENT NO. 1
TO
THE AMRE, INC. SAVINGS INVESTMENT TRUST


WHEREAS, AMRE, Inc., a Delaware corporation (the "Corporation"), has heretofore adopted The AMRE, Inc. Savings Investment Trust (the "Trust"); and


WHEREAS, pursuant to those provisions of the Plan permitting the Company to amend the Trust from time to time, the Corporation desires to amend the Trust in certain respects as hereinafter provided;


NOW, THEREFORE, effective as of December 28, 1994, AMRE, Inc. does hereby amend the Plan in the following particulars, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION (formerly AMERITRUST TEXAS, N.A.), as Trustee under the Trust, hereby consents to such amendments:


1. Section 4.01 of the Trust is hereby revised by amending paragraph (o)
thereof to be and read as follows:


"4.01 * * *


(o) To engage in any transactions with (1) a common or collective
trust fund or pooled investment fund which is authorized and
permitted to receive investments from the Trust and which is
maintained by a "party-in-interest", within the meaning of
Section 3(14) of ERISA, which is a bank or trust company
supervised by a State or Federal agency including (but not
limited to), where otherwise permissible under the applicable
laws and regulations, any such fund as maintained by the
Trustee, the provisions of which as they may now or hereafter
exist being hereby incorporated by reference, or (2) a pooled
investment fund of an insurance company qualified to do
business in a State, provided such fund is authorized and
permitted to receive investments from the Trust; if (i) the
transaction is a sale or purchase of an interest in such fund,
and (ii) the bank, trust company or insurance company receives
not more than reasonable compensation


2
(This provision constitutes the express permission required by
Section 408(b)(8) of ERISA);


* * * * *"


2. Article IV of the Trust is hereby revised by adding at the end thereof the following new provisions:


"ARTICLE IV
TRUSTEE'S POWERS


* * * * *


4.02 Notwithstanding anything to the contrary herein contained the Board of
Directors of the Company may direct, by written notice, the
segregation of any portion or portions of the Trust Fund in a separate
investment account or investment accounts and in such event, may
appoint an Investment Manager to direct the investment and
reinvestment of any such investment account pursuant to Article III
hereof.


4.03 Any such Investment Manager shall (i) be registered as an investment
adviser under the Inv ...