Collective Bargaining Agreement - Barr Laboratories and Oil, Chemical, and Atomic Workers International Union, Local 8-149, Afl-Cio


                       AGREEMENT BETWEEN


                       BARR LABORATORIES


                              and


                          LOCAL 8-149

               OIL, CHEMICAL, and ATOMIC WORKERS
                      INTERNATIONAL UNION




                   EFFECTIVE - APRIL 1, 1996

                    EXPIRES - MARCH 31, 2001
                    BARR LABORATORIES, INC.
                              and
                OIL, CHEMICAL AND ATOMIC WORKERS
                INTERNATIONAL UNION, LOCAL 8-149
                            AFL-CIO
                COLLECTIVE BARGAINING AGREEMENT

                       TABLE OF CONTENTS


ARTICLE I.  UNION RECOGNITION                                   1

ARTICLE II.  MANAGEMENT RIGHTS                                  2

ARTICLE III.  UNION ACTIVITIES                                  4

ARTICLE IV.  HOURS                                              5

ARTICLE V.  PROBATIONARY PERIOD                                12

ARTICLE VI.  SENIORITY                                         13

ARTICLE VII.  DISCHARGE AND DISCIPLINE                         18

ARTICLE VIII.  UNION BULLETIN BOARDS                           19

ARTICLE IX.  LEAVES OF ABSENCE                                 20

ARTICLE X.  BEREAVEMENT                                        23

ARTICLE XI.  JURY DUTY                                         23

ARTICLE XII.  GENERAL                                          24

ARTICLE XIII.  GRIEVANCES                                      31

ARTICLE XIV.  VACATIONS                                        37

ARTICLE XV.  HOLIDAYS AND HOLIDAY PAY                          40

ARTICLE XVI.  WAGE INCREASES                                   42

ARTICLE XVII.  HEALTH AND WELFARE                              51

ARTICLE XVIII.  CHECKOFF                                       52

ARTICLE XIX.  RELOCATION                                       53

ARTICLE XX.  UNION SECURITY                                    53

ARTICLE XXI.  UNION REPRESENTATION AND STEWARDS                53

ARTICLE XXII.  SICK LEAVE, PERSONAL DAYS, LONGEVITY DAY        56

ARTICLE XXIII.  SHIFT DIFFERENTIAL                             58

ARTICLE XXIV.  REPORTING AND CALL-IN PAY                       58

ARTICLE XXV.  SAFETY AND HEALTH                                59

ARTICLE XXVI.  WASH UP TIME AND REST PERIODS                   63

ARTICLE XXVII.  TUITION REFUND PLAN                            63

ARTICLE XXVIII.  LOCKOUTS AND STRIKES                          64

ARTICLE XXIX.  BIDDING AND POSTING                             65

ARTICLE XXX.  CREDIT UNION CHECK-OFF                           69

ARTICLE XXXI.  401(k) PLAN (EMPLOYEE SAVINGS AND RETIREMENT
     PLAN)                                                     69

ARTICLE XXXII.  SUCCESSORS AND ASSIGNS                         71

ARTICLE XXXIII.  SEVERANCE PAY                                 71

ARTICLE XXXIV.  DURATION AND TERMINATION                       72



                           AGREEMENT


     AGREEMENT made this ____ day of April, 1996, effective as of

April 1, 1996, by and between BARR LABORATORIES, INC., for its

facilities at 265 Livingston Street, Northvale, New Jersey, 2

Quaker Road, Pomona, New York and 246 Pegasus Avenue, Northvale,

New Jersey; 232 Pegasus Avenue, Northvale, New Jersey and 267

Livingston Street, Northvale, New Jersey (hereinafter

collectively referred to as the "Employer") and OIL, CHEMICAL AND

ATOMIC WORKERS INTERNATIONAL UNION, LOCAL 8-149, AFL-CIO

(hereinafter referred to as the "Union").



     WHEREAS, both parties having accepted the principle of

collective bargaining as a means of establishing wages, hours and

working conditions of the covered employees and being desirous of

continuing to do so for the purpose of fostering relations of

mutual interest, and



     WHEREAS, it is the purpose and intent of the parties to

promote sound and peaceful labor relations,



                          WITNESSETH:


     NOW, THEREFORE, in consideration of the mutual covenants and

agreements hereinafter set forth, the parties do hereby agree as

follows:



I.     UNION RECOGNITION

1.          The Company recognizes the Union as the sole

collective bargaining agent for purposes of collective bargaining

with respect to rates of pay, wages, hours and other terms and

conditions of employment for all its full-time and regular part-

time employees employed by the Company at its facilities

presently located at 265 Livingston Street, Northvale, New

Jersey, 2 Quaker 

1

Road, Pomona, New York, 246 Pegasus Avenue,

Northvale, New Jersey, 232 Pegasus Avenue, Northvale, New Jersey

and 267 Livingston Street, Northvale, New Jersey; excluding

office clerical employees, professional employees, maintenance

trade and engineering employees, laboratory employees, Food

Service employees, Groundskeeping employees, and guards and

supervisors as defined in the National Labor Relations Act.



     However, it is agreed that all new hires for helper and any

additional craftsman beyond the current three (3) slots in plant

maintenance will be represented by the Union.



II.    MANAGEMENT RIGHTS

1.          The Company has, retains and shall possess and

exercise all rights and functions, powers, privileges and

authority not specifically and expressly contracted away or

limited by the terms of this Agreement.



2.          As illustrative of the rights the Company possesses

and retains, but in no way to be construed as a limitation, the

Company shall have the exclusive right to:  manage all of the

Company's operations and its business affairs; direct the work

force; determine production methods and procedures; assign work,

evaluate jobs and the performance of jobs for pay purposes and to

reevaluate them; decide the methods, means and processes of

manufacture, type of machinery and equipment to be used, the

number and classifications of employees to be used in the various

aspects of the Company's operations or for particular

assignments, types and quantity of business to be scheduled for

production, quality of material, and the standards of efficiency

and quality of workmanship required; decide selling prices and

products, methods of selling and distributing products; determine

the location of the business and to relocate any part or all of

the Company's operations; discontinue operations in whole or in

part; allocate and transfer production; introduce new 

2

or improved methods or facilities, or to change existing manufacturing

practices, decide methods and facilities, maintain order and

efficiency; the right to hire, promote, demote, transfer,

suspend, discharge, or otherwise discipline employees; determine

the size and composition of the work force and relieve employees

from duty because of lack of work or other reasons; determine the

hours of work and schedule hours and determine overtime;

establish, adjust and revise job classifications, hourly rates,

establish rules pertaining to the operation of the plant and

discipline employees for violation of such rules; determine an

employee's qualifications to perform work in any particular

position and to reassess and upgrade qualification standards for

employees, including incumbents, in particular positions whenever

and to whatever extent deemed by the Company to best serve the

Company's overall interests in ensuring regulatory compliance and

product quality and integrity and maximizing productivity,

efficiency and safety; perform scientific and engineering

studies; to contract out or subcontract work; establish or

discontinue extra shifts, except as expressly amended or changed

as hereinafter set out; to enforce procedures designed to ensure

that employees do not report for work or perform work under the

influence of drugs, alcohol or other substances that may or do

impair or reduce mental acuity, motor coordination, and/or other

performance capabilities that could affect regulatory compliance,

product quality and integrity, or safety; to make and implement

unilaterally any decisions that in the opinion of management are

required to ensure regulatory compliance, product quality and

integrity, and the safe operation of Company facilities; and to

implement measures deemed necessary by Company management to

maximize productivity and efficiency.  The enumeration of

specific rights in this Section shall not be construed as

supporting a negative implication that other rights of the

Company have been waived or compromised in any way.  Nor shall

the enumeration of such rights be construed as expanding or

contracting in any way the Union's right, to the extent otherwise

secured by applicable precedents under the National Labor

Relations Act as amended, to demand that the Company engage in

collective bargaining over the effects of the 

3

exercise of such rights on the wages, terms and conditions of employment and

employment security of employees covered by this Agreement.



3.          Furthermore, the Company retains the right to take

whatever steps it deems necessary to meet and comply with all

Federal, state or local regulations including but not limited to

those promulgated by DEA, FDA and any regulatory agency.



4.          Within the limits prescribed in Article XII,

Section 4 of this Agreement, Management has the right to use

supervisors and other non-bargaining unit personnel to perform

unit work.



5.          With respect to any rights heretofore exercised by or

inherent in the Company and not expressly limited by the terms of

this Agreement, and with respect to any rights retained by or

conferred upon the Company in the terms of this Agreement, any

failure by the Company to exercise such rights, or the exercise

of such rights by the Company in a particular manner, shall not

be construed to be a waiver of or limitation on any such right, a

waiver of or limitation on the right to exercise any such right,

or a waiver of or limitation on the right to exercise any such

right, or a waiver of or limitation on the right to exercise any

such right in a different manner.  Nor shall enumeration of

rights reserved to the Company in this Agreement be construed as,

or considered as evidence of, an implied limitation on or

preclusion of any Company rights not so enumerated.



III.   UNION ACTIVITIES

1.          There shall be no grievance investigated, presented,

discussed, processed or handled during working hours without the

Vice President Human Resources or the Manager Human Resources

first being notified and her permission to do so obtained, nor

shall the investigation, presentation, discussion, processing or

handling of grievances interfere in any way with the normal 

4

and efficient conduct of the Company's operations.  In the case of

Departmental Stewards, however, this Section shall be deemed to

have been complied with in cases where such Stewards find it

necessary to be excused from their regular work responsibilities

for brief periods of time for such purposes if notice is provided

and permission obtained in advance from the Steward's Plant

Manager.



2.          An authorized agent of the Union shall be permitted

to visit the plant during working hours, after first notifying

the Vice President Human Resources or her designee, for the

purpose of investigating and settling grievances and insuring the

proper administration of the contract; provided, however, that

said representative shall conduct his business in such manner so

as not to interfere with the normal and efficient conduct of the

Company's operations.  The Union shall keep the Company currently

advised, in writing, of the officer or representative of the

Union who is authorized to deal with the Company, and no one

shall be deemed such a representative unless he is so designated

by the Union to the Company.



IV.    HOURS

1.          The standard work week shall be five (5) consecutive

days, forty (40) hours per week; eight (8) hours per day, from

12:01 a.m. Monday to 12:00 p.m. the following Sunday, exclusive

of lunch.  The standard work day shall consist of eight and one-

half (8-1/2) consecutive hours with a one-half (1/2) hour unpaid

lunch break between the hours of 7:00 a.m. and 5:00 p.m.

However, the Company retains sole and unrestricted discretion to

change work schedules for employees in any part or all of its

operations to best serve the Company's overall interests in

ensuring regulatory compliance and product quality and integrity,

and maximizing productivity, efficiency and safety.  The Union

and employees affected by such a change will be provided notice

at least two (2) weeks in advance of implementation of the

change.  Shifts may be established or discontinued in the 

5

sole and unrestricted discretion of the Employer on notice to the

Union and the affected employees of thirty (30) calendar days

whenever reasonably practicable, but in any event not less than

fourteen (14) calendar days.  Whenever a shift change is

implemented for less than all of the employees in a department,

the Company shall first seek to obtain enough employees to staff

the new shift by asking for volunteers from among the employees

in the department.  In the event there are more volunteers than

openings, employees shall be selected on the basis of their

seniority.  In the event an insufficient number of volunteers

come forth, the Company may have the work done by nonbargaining

unit employees for up to two (2) months, hire for such positions

from outside the bargaining unit, and/or require additional

employees, in reverse order of seniority, to either work the new

shift or go onto layoff status.



     The Employer may implement a Tuesday through Saturday

workweek or Wednesday through Sunday workweek provided the

following criteria are met:



          (a)       Employees assigned to work Tuesday through Saturday or

     Wednesday through Sunday workweeks must work a five (5)

     consecutive day week.



          (b)       The Company shall first seek to obtain employees for

     such workweeks by asking for volunteers.  If more volunteers come

     forward than there are openings, employees shall be selected on

     the basis of their seniority.  If an insufficient number of

     volunteers come forth, the Company may have the work done by

     nonbargaining unit employees for up to two (2) months, hire for

     such positions from outside the bargaining unit, and/or require

     additional employees, in reverse order of seniority, to either

     work the new workweek or go onto layoff status.

6


          (c)       Those employees hired for the Tuesday through Saturday

     or Wednesday through Sunday workweek shall have a right to bid

     into openings occurring less than one hundred and eighty (180)

     days after their initial hire date the Monday through Friday

     workweek, except as otherwise provided in Article V, Section 7.



          (d)       The Employer agrees to preserve a three day weekend

     during holiday weeks.



Employees assigned to work Tuesday through Saturday or Wednesday

through Sunday workweeks pursuant to the terms of this Section

and who by virtue of such assignment work on Saturday or Sunday,

shall receive premium pay in the amount of eighty-five cents

($0.85) per hour for each hour worked on such days.  Except as

provided in Article XXIV, nothing in this Agreement shall be

construed as obligating the Company to provide any minimum hours

of work per day, per week, per month or per year.



2.          The Employer has sole and unrestricted discretion to

establish a ten (10) hours per day shift, exclusive of the thirty

(30) minute unpaid lunch period, at the straight-time wage rate.

For employees assigned to work such a shift, except as otherwise

provided below, forty (40) hours per week shall constitute a

week's work.  If a ten hour work day as hereinbefore described is

implemented, the Employer shall schedule employees assigned to

work such shifts in such a manner as to make all straight-time

work days after the first one in each work week follow each other

consecutively.  The Employer shall have the right to schedule

such four day work weeks to begin on Monday, Tuesday or Wednesday

in the same manner and subject to the same conditions (except for

the five (5) consecutive day week requirement) as would apply

under Section 1 of this Article to the 

7

assignment of employees to work five (5) day work weeks beginning 

on those days.  The Employer shall also have the option to schedule 

two crews to work a ten (10) hour work days in such a manner as to 

provide employee coverage in the department on each of the seven (7) 

days of the workweek, provided however that in such event employees in 

each crew shall be scheduled to work eight (8) consecutive days, with

the first and last of the eight (8) days being on Thursday and

with both crews overlapping for the full ten (10) hour shift on

Thursday.  The Employer will provide notice to the Union and

affected employees at least two (2) weeks before commencement of

any of the special shifts provided for in this Section.

Employees working ten-hour days shall be entitled to an

additional rest period of fifteen (15) minutes after working

eight (8) hours.  Employees who are assigned to work special

shifts pursuant to this Section shall be entitled to take the

Holidays specified in Article XV, Section 2 of this Agreement off

without loss of pay or, if required to work on a Holiday, shall

be compensated at a rate equal to two and one-half times the rate

they would have been paid had the work been performed on a normal

workday.  Employees assigned to work special shifts under this

Section whose workweek does not encompass a Holiday shall receive

an additional eight (8) hours straight-time pay for that

workweek.  Employees scheduled to work hours on Saturday or

Sunday pursuant to this Section shall be paid a premium of eighty-

five cents ($0.85) per hour for all such weekend hours worked.



3.          OVERTIME:  Employees shall be paid overtime premium

pay for all hours worked over eight (8) hours in any one day

(except as otherwise provided above in Section 2 of this

Article), or forty (40) paid hours in any one work week and for

any time worked on scheduled holidays enumerated in Article XV.

Employees who fail to work any portion of the straight time work

for which they are scheduled in a given work week will not be

entitled to premium pay for overtime in that week, except to the

extent that their total hours worked in that week exceed forty

8

(40) hours, unless the employee's failure to work such straight

time is due to serious illness or serious injury, or the

employee's being on jury duty, vacation, paid sick leave, or

bereavement leave; and Saturday and Sunday overtime shall be paid

on the same basis.  Except as otherwise provided in this Article,

overtime hours worked on Sundays shall be compensated at a rate

equal to twice the employee's base wage rate.  Only time actually

paid shall be included in computing overtime.  Any time worked

when once included in computing overtime under any applicable

provision of this Agreement shall not thereafter be included in

computing overtime under any other applicable provisions hereof.

In no event, shall there be any duplication or pyramiding of any

overtime or premium pay, whether for Sundays, holidays or

overtime purposes or otherwise.



     The Company shall have discretion to determine which job

classification(s) will be needed to perform available overtime

work.  Overtime shall first be offered to qualified employees

within the job classification within the department in which the

overtime is available.  Such opportunities shall be equally

divided among the employees in the department in the same job

classification and assigned to work in the same building.  For

purposes of equalization, an opportunity offered and refused

shall be counted as overtime worked.  If an insufficient number

of employees within the department and currently assigned to the

classification that the Company has designated to work overtime

are available for such work, the Company may fill the overtime

with qualified volunteers from outside the department on the

basis of seniority (in which case the Company shall offer the

overtime to employees then assigned to work in the classification

that the Company has designated to work the overtime and working

in the location (Northvale or Pomona) where the overtime is to be

worked, then to employees assigned to work in such classification

at any other Company facilities covered by this Agreement, and

then to any other qualified employees assigned to work at any

such facilities), and/or by drafting employees from within the

building and department in reverse order of seniority.  

9

In any situations in which overtime work is of such a nature as to

require the employee performing it to have any special skills or

experience, the Company has sole and unrestricted discretion to

assign overtime work to the employee or employees who, in the

Company's judgment, is or are best suited to carry out the

assignment competently, efficiently and safely.  To the extent

overtime assignments do not, in the judgement of the Company,

require employees of special skill and/or experience, however,

the Company shall be required to distribute such assignments

evenly among employees in the department; and any time worked by

an employee in an overtime assignment made on the basis of

special skills or experience shall be credited to that employee

for overtime equalization purposes, as would any other overtime

worked.  The Union shall be informed of all special overtime

assignments made on the basis of special skills or experience on

at least a weekly basis.  It is understood that the Company shall

not be required to create unnecessary overtime for any purpose.



4.          When an employee is requested by the Company to work

outside of or beyond his regular hours, he shall be expected to

do so, unless the Company determines that extraordinary hardship

would result by requiring the employee to work such an overtime

assignment.  However, under no circumstances will notice for

mandatory overtime be given less than four (4) hours before such

overtime would begin.  No employee shall be required to work more

than fourteen (14) hours in any workday or more than fifty-six

(56) hours in any workweek, except as otherwise provided in

Section 2 of this Article.  In the event an employee is required

to work an overtime assignment and has difficulty with working

the assignment due to a schedule conflict, he shall not be

required to work the overtime if he is able to find a qualified

volunteer to take his place who is acceptable to the supervisor

scheduling the overtime.  In such cases, the employee shall be

charged with having worked the overtime for the purposes of

overtime distribution; and the volunteer who works the overtime

shall not be so charged.

10


5.          HOLIDAY WORK:  The Company shall, unless

extraordinary hardship would result, give seven (7) days' notice

of overtime work scheduled on a holiday or during a holiday

weekend (i.e., a weekend preceded or followed by a day designated

as a holiday in Article XV, Section 2 of this Agreement).  The

Company shall have the right to open the plant for business on

holidays and to expect employees to work on such days.  Except as

otherwise provided above in Section 3 of this Article, work

performed by employees on holidays shall be considered as premium

work, and such work shall be paid for at time and one-half.



6.          Hours and pay representing holiday pay, and vacation

pay and all other hours of pay representing non-working time will

be included in figuring overtime for the week and in figuring

straight time average hourly rates.



7.          REST PERIODS AND LUNCH PERIODS:  The Company shall

provide employees with a one-half (1/2) hour unpaid lunch period

and two (2) rest periods of fifteen (15) minutes duration.  It is

understood and agreed that the scheduling of such periods remains

exclusively vested in the Company, and the taking of such periods

shall in no way interfere with the normal and efficient

operations of the plant.



8.          Notwithstanding any other provision of this

Agreement, the Employer has sole and unrestricted discretion to

determine when it is necessary to suspend or shut down some part

or all of its operations because of an Act of God, any

circumstances beyond the Employer's control, or any emergency

situation that could compromise product quality or integrity or

endanger the life and safety of an employee or because of

regulatory compliance considerations.   In such cases, employees

will be compensated in accordance with the terms of Article XXIV

of this Agreement.  In the case of such a suspension or shut-down

in which the Employer requests affected employees to wait in a designated 

11

area available for work, the waiting time shall be

considered time worked.  If the plant is closed under the

circumstances specified in this Section, and employees are

scheduled to work the following Saturday, said Saturday work

shall be paid for at time and one-half.



9.          The provisions of this Article are intended solely to

provide a basis for determining the number of hours of work for

which an employee shall be entitled to be paid at overtime rates,

and shall not be construed as a guarantee to such employee of any

specified number of hours of work either per day or per week, or

as limiting the right of the Company to fix the number of hours

of work (including overtime) either per day or per week for such

employee.



10.         CHECK CASHING:  The Employer will grant each employee

an additional fifteen (15) minutes to their lunch period on check

cashing day.



V.     PROBATIONARY PERIOD


1.          The Company has the right to employ such new

employees as it deems necessary and qualified to do the work

available and may hire such persons from any source.  The Company

also retains the right to refuse to employ any such person in its

discretion.



2.          Generally, there shall be a six (6) month

probationary period for new employees, which may be extended for

up to an additional one (1) month by mutual agreement between the

Company and the Union.  New employees hired into the Porter or

Supplier/Material Handler classifications, however, shall be

required to complete a probationary period of ninety (90) days,

which may be extended by up to an additional thirty (30) days by

mutual agreement between the Company and the Union.

12


3.          The computation of the probationary period shall not

include any work time absent from the job for any reason, and

said probationary period will automatically be extended for all

such work time lost.



4.          All probationary period employees may be laid off,

disciplined, discharged or otherwise terminated during their

probationary period for any reason whatsoever, with or without

cause, and such layoff, discipline, discharge or termination

shall not be subject to the grievance procedure of this

Agreement.  Nothing in this Agreement shall be construed as a

limitation on this provision in any way.



5.          After completion of their probationary period,

employees shall be deemed to be regular employees, and their

seniority shall revert to the date of employment.



6.          Nothing in this provision shall be considered a

restriction or limitation upon the training periods established

by the Company for the various job operations or on providing

training periods of greater duration than the probationary period

established herein.  Such employees shall be notified of the

length of training period.




VI.    SENIORITY



1.          Seniority is defined as the total length of

continuous service with the Company.



2.          Each Employee shall accumulate seniority rights after

the probationary period provided in ARTICLE V has been

successfully completed, and such seniority shall date from the

time of the employee's most recent date of hire.

13


3.          LAYOFF AND RECALL:  The Company shall have the right

to determine when a layoff is necessary, including the right to

determine the number of employees to be laid off, the department

in which the layoff will occur, and the duration of such layoffs.

In the event a layoff becomes necessary, employees will be laid

off in accordance with their seniority.  However, employees to be

laid off shall be permitted to bump employees with less seniority

in an equivalent or lower rated, unprotected job, where the

Company determines the bumping employee is qualified and able to

perform the available work, and where the Company determines in

its sole and unrestricted discretion that displacement of the

incumbent by the bumping employee will not materially affect the

Company's ability to ensure full and undiminished compliance with

regulatory obligations and product quality and integrity.  The

Company shall have the right to exempt from bumping up to fifty

percent (50%) of the positions in each classification in each

department, except for Porter and Packer positions.  Employees

exercising bumping rights pursuant to this Section shall serve a

probationary period of six (6) work weeks in the position into

which they have bumped, during which period the Company shall

have the right to determine that continuation of the employee in

the position is not consistent with the Company's overall

interests of ensuring regulatory compliance and product quality

and integrity, and maximizing productivity, efficiency and

safety.  In the event of such a determination, the employee

bumped out of the position shall be recalled and the employee who

bumped into the position may, in the discretion of the Company,

either be laid off or transferred to another position.  In no

event shall an employee be permitted to bump upward.  An employee

shall be permitted to exercise bumping rights under this Section

only one (1) time in connection with any layoff affecting the

employee (unless the employee is bumped by a more senior employee

from a position into which he has bumped as a consequence of the

same layoff, in which case the employee may exercise any

additional bumping rights he has one (1) additional time); and

the employee's decision as to whether and how to exercise any

bumping rights available to him, once made and 

14

communicated to

the Company, shall be irrevocable.  The Company shall give forty-

eight (48) hours advance notice of layoff or equivalent pay in

lieu of notice.  If more than twenty (20) employees are laid off

in any period of twenty-one (21) days or less, employees who are

involuntarily put out of work by the layoff(s) shall be given

five (5) working days notice of their layoff, provided that the

Employer has determined at the time of the layoff that the

employee is expected to remain on layoff status for a period of

more than thirty (30) calendar days.  If an employee is otherwise

entitled to five (5) days notice pursuant to this Section and one

or more paid holidays provided for in Article XV, Section 2 of

this Agreement falls within the notice period, such paid

holiday(s) shall be deemed a working day(s) for purposes of the

notice requirement.  The Employer has the option to provide to

any portion of or all employees involuntarily put out of work as

a result of a layoff pay in lieu of any notice required by this

Section.  The Employer shall continue to make contributions for

medical coverage of employees put out of work by a layoff for

ninety (90) days after the layoff.  Recall will be in the reverse

order of layoff, and employees recalled from a layoff to the

classification that they occupied prior to the layoff shall be

compensated for hours worked at the rate in effect for them in

the classification immediately prior to the layoff.  Employees

occupying Porter positions on the effective date of this

Agreement shall, during the term of this Agreement and so long as

they continue to occupy such positions, be protected from layoff

resulting from a decision of the Company to subcontract the

Porter work that would otherwise be done by them.



4.          TRANSFERS:  The Company shall have the right to

transfer employees on a temporary basis.  The Company shall

provide forty-eight (48) hours advance notice of all transfers

between shifts.  With respect to transfers involving a relocation

of greater than five (5) miles from an employee's regular

station, the Company must provide twenty-four (24) hours notice.

A temporary transfer shall be defined as a transfer of an

employee at the direction of the Company that is intended 

15

by the Company at the time it is made to continue for no more than sixty

(60), in the case of an employee's transfer to a different shift

and/or to a different location (i.e., Pomona or Northvale), or in

the case of an employee's temporary reassignment to a different

job on the same shift and in the same location as his regular

assignment, for no more than ninety (90) consecutive calendar

days.  Provided, however, the Company shall have the right to

extend any temporary transfer for up to an additional sixty (60)

days if the Company and the Union mutually agree.  The Union

shall, however, not refuse to agree to any extension of a

temporary transfer in any case in which failure to extend the

transfer would result in a substantial disruption of production

or compromise in any way the Company's ability to ensure

regulatory compliance.  No employee shall suffer a reduction of

pay as the result of temporary transfer, except that employees

who are temporarily transferred between shifts to facilitate the

exercise of bumping rights in the wake of a layoff shall not be

entitled to continue receiving any shift differential applicable

to the shift from which they transferred during the period of the

temporary transfer.  Employees transferred to a higher rate job

shall receive that rate for all time spent in that job.  All

transfers shall be at the Company's sole and unrestricted

discretion and may be without regard to seniority.

Notwithstanding any other provision in this Agreement, the

Company shall have the right, on the basis of its sole and

unrestricted discretion, to move the physical location of any

part of its operations to another situs.  Packers selected for

temporary transfers to the Cephalexin area at the Company's

Pomona, New York facility shall be selected in reverse order of

seniority.



5.          Seniority rights and employment shall be terminated

if an employee:



          (a)       Is discharged for cause.

16


          (b)       Voluntarily quits.



          (c)       Has less than two (2) years of seniority and is laid

     off on or after the effective date of this Agreement for a period

     of six (6) consecutive calendar months or more.



          (d)  Has two (2) to five (5) years of seniority and is

     laid off on or after the effective date of this Agreement

     for a period of more than twelve (12) consecutive calendar

     months.



          (e)  Has more than five (5) years seniority and is

     laid off on or after the effective date of this

     Agreement for a period of more than eighteen (18)

     consecutive calendar months.



          (f)  Fails to return to work within five (5)

     calendar days after recall from layoff.



          (g)  Fails to return to work immediately after the

     expiration of a leave of absence.



          (h)  Accepts other employment while on a leave of

     absence, or misrepresents the purpose for which a leave

     of absence was granted.



          (i)  Transfers out of the bargaining unit.

17


          (j)  Absent for three (3) days without notifying

     the Company unless the employee can demonstrate by

     clear and convincing evidence that he was unable to do

     so due to circumstances beyond his control.



          (k)  Retires.



          (l)  Accepts severance pay provided by the Company

     pursuant to Article XXXIII of this Agreement.





6.          In order to insure the proper administration of this

Article, the Company agrees to submit an up-to-date seniority

list to the Union and the Chief Steward four (4) times a year on

a quarterly basis.  The Company also agrees to post the list in

the plant.



7.          For purposes of any layoff pursuant to Section 3 of

this Article, the Chief Steward shall be deemed senior to all

other employees in the bargaining unit.



VII.   DISCHARGE AND DISCIPLINE

1.          The Company shall have the right at any time to

discharge or discipline any employee for good cause.  No

disciplinary action may be taken, however, unless the employee is

provided notice of the disciplinary action within ten (10) work

days after the Company learns of the conduct on which the

disciplinary action is based.



2.          In the event of discharge or other disciplinary

action taken against a non-probationary employee, the Company

will promptly furnish the affected employee with a written

18

statement specifying the reason for the discharge or other

disciplinary action.  Such action on the part of the Company

shall be subject to the Grievance Procedure specified in Article

XIII of this Agreement (beginning with Step 3 of Section 3

thereof), provided that a grievance is filed in writing with the

Company within ten (10) work days of receipt by the employee of

the written statement specifying the reason for discharge or

other disciplinary action.  Failure to file such grievance within

ten (10) work days shall bar its consideration under any

provisions of this Agreement.



3.          A disciplinary memorandum shall not be taken into

account for purposes of determining eligibility for job bids or

the appropriate level of discipline for multiple violations in

the same category under the Company's progressive discipline

policy more than twelve (12) months after the issuance of the

memorandum.



4.          The Department Steward, if available, shall be

invited to attend any meeting in which an employee in the

Steward's department is to be informed of any decision to

discipline or discharge the employee.



VIII.       UNION BULLETIN BOARDS

     The Union shall have the exclusive use of one bulletin board

to be provided by the Company, upon which the Union may post

notices of the following types:



          (a)       Notices of Union elections involving the Company's
     employees.

          (b)       Notices of the results of such elections.

          (c)       Notices of Union appointments affecting the Company's
     employees.

          (d)       Notices of meetings and activities pertaining to the
     Company's employees; and

          (e)       Job vacancies and bids.

19

     The Union shall not post Union materials on Company premises

other than on the designated Union bulletin boards.



IX.    LEAVES OF ABSENCE

1.          For the purpose of this Agreement, a leave of absence

is defined as a limited and specified period of time officially

granted to an employee by the Company to absent himself from his

job duties for sick leave, family leave, or personal leave as

hereinafter defined, which time off shall be taken without pay

and subject to all conditions herein.



2.          MATERNITY LEAVE OF ABSENCE:  A leave of absence for

reasons of maternity shall be granted employees upon

certification from a doctor that the employee is unable to

perform her regular job functions, and said leave shall continue

in effect until such time that a certification from a doctor is

presented stating the employee is physically able to perform the

regular functions of her job.  An employee who has been employed

by the Company for at least twelve (12) months and who has worked

at least one thousand (1,000) hours during the immediately

preceding twelve (12) month period shall be entitled to a

personal leave of absence of up to six (6) months to care for his

or her newborn baby or newly adopted infant, after completion of

any prebirth medical disability leave (in the case of an employee

who is the child's mother).



3.          SICK LEAVE OF ABSENCE:  An employee who has been

employed by the Company for at least twelve (12) months and who

has worked at least one thousand (1,000) hours during the

immediately preceding twelve (12) months may be granted, upon

timely application, a leave of absence without pay for a period

not to exceed twelve (12) consecutive months if the employee

suffers from a serious health condition.  The Company may, in its

sole and unrestricted discretion, require that any period of

leave pursuant to this Section be supported by certification

20

issued by a duly licensed health care provider which shall state,

at a minimum: (a) the date on which the serious health condition

commenced; (b) the probable duration of the condition; and the

medical facts within the provider's knowledge regarding the

condition.  The Company may, in its sole and unrestricted

discretion and at its own expense, require that the employee

obtain an opinion regarding the serious health condition from a

licensed health care provider designated or approved by the

Company.  An employee who fails to report to work immediately on

the date set for the expiration of his or her leave shall be

considered to have abandoned his or her employment unless the

Company receives a certificate from a licensed health care

provider, prior to expiration of such leave, that the employee is

still unable to perform his/her regular job functions.



4.          PERSONAL LEAVE OF ABSENCE:  Upon written application

from an employee for a personal leave of absence, the Company, in

its exclusive discretion, may grant a written leave of absence

without pay where good cause is shown, for a maximum period of

six (6) months.  An employee who has been employed by the Company

for at least twelve (12) months, who has worked at least one

thousand (1,000) hours during the immediately preceding twelve

(12) months, and whose parent, spouse or child is suffering from

a serious health condition shall be entitled to unpaid leave, if

timely requested, of up to twelve (12) weeks in any twelve (12)

month period to care for such parent, spouse or child.

Permission for leave requested pursuant to this Section shall not

be unreasonably withheld.  No employee has the absolute right to

return to work prior to the expiration of his leave unless he

notifies the Company, in writing, at least five (5) working days

prior to the intended date for return to work; and the Company,

in its sole discretion, determines that the employee's early

return as proposed will best serve the Company's overall interest

in ensuring regulatory compliance and product quality and

integrity, and maximizing productivity, efficiency and safety.

The leave of absence for personal reasons may be extended by

mutual agreement of the 

21

parties.  An employee who fails to report

to work immediately on the date set for the expiration of his

leave shall be considered as having voluntarily quit, unless a

reasonable excuse is given as determined by the Company.



5.          The employee who returns from an authorized leave of

absence and is capable of properly and adequately performing his

job without significant additional training, will be reinstated

in the job he held at the time his leave commenced if that

position is vacant and the Company's production needs are such as

to make filling the position at that time desirable.  If a

returning employee's prior position is not vacant or filling the

position at that time is deemed by the Company to be not

desirable, he will be allowed to exercise "bumping" rights unless

the Company determines that the employee's exercise of such

rights would significantly impair the interests of ensuring

regulatory compliance and product quality and integrity, and

maximizing safety.  In such case, the employee shall be placed on

layoff status until such time as his prior position becomes

vacant and production needs make filling the position desirable,

or the Company determines that the employee's exercise of

"bumping rights" will not significantly impair the aforementioned

interests.



6.          An employee who accepts employment elsewhere during

any leave of absence taken pursuant to the terms of this Article

will be considered as having voluntarily quit, unless previously

authorized.



7.          Employees will accumulate seniority while on an

approved leave of absence pursuant to this Article.  Employees on

leave granted pursuant to this Article will not, however, receive

credit as time worked for purposes of accrual of or entitlement

to any benefits except as otherwise provided in Article XV,

Section 1(a) and Article XVII, Section 3.

22


     SECTION 8.  Any leave requested and taken by an employee

pursuant to the terms of this Article shall be charged against

the employee's eligibility for leave under the Family and Medical

Leave Act to the extent consistent with the terms of said Act.



X.     BEREAVEMENT


1.          When death occurs in an employee's immediate family,

which shall mean father, mother, husband, wife, son or daughter,

the employee shall be entitled, on notification to the Company,

to take the five (5) work days immediately following the

employee's learning of such death with pay for bereavement leave.

In the case of the death of the brother, sister, mother-in-law,

father-in-law, grandchildren or grandparents of an employee who

has completed his probationary period, the employee on request

will be excused for three (3) consecutive working days with pay

to grieve.  The Company will not unreasonably withhold its

consent to reasonable extensions on bereavement leave as

circumstances warrant, but employees to whom such extensions are

granted shall not be entitled to pay during the period of such

extended leave.



2.          Reasonable evidence of the death and relationship may

be required by the Company supporting the claim for such time off

from work.



XI.    JURY DUTY

     Full-time employees who are called for jury duty shall be

granted the necessary time off for such purpose.  The Company

will pay the employee the greater of the employee's daily wages

(to be computed on the same basis as holiday pay) or forty

dollars ($40.00) per day for the first three (3) days of jury

service. In the case of any employee required to serve on jury

duty for more than three (3) days, the Company will pay such

employee for such additional service the difference, if any,

between the employee's daily earnings (to be computed the same as

holiday pay) and the monies paid 

23

to such employee by the

authorized governmental agency, provided that such additional

jury duty is not the result of a voluntary act by the employee.

At the request of the Company, the employee shall present

evidence of jury duty and receipt of compensation.  The employee

must notify the plant manager immediately upon receipt of summons

for jury service in order to qualify for jury duty leave.



XII.   GENERAL

1.          The Company and the Union agree that they will not

discriminate against an employee by reason of race, color, creed,

age, sex, sexual preference, physical or mental disability,

national origin, membership or non-membership in the Union.



2.          Nothing in this Agreement shall be construed as

constituting an agreement that any work is or may become the

exclusive right of any employee or classification of employees.

The Company retains the sole and unrestricted discretion to

direct employees, on a temporary basis, to perform work not

within the job description of the position that they normally

occupy whenever the Company determines that the interests of

ensuring regulatory compliance and product quality and integrity,

and maximizing productivity, efficiency or safety will best be

served by doing so.  This clause shall not contravene the

seniority and overtime provisions.



3.          All provisions of this Agreement are assumed to be in

conformity with the applicable laws of the States of New Jersey

and New York and the United States.  If any provisions are later

proven to be contrary to any applicable law existing at this time

or subsequently enacted, such provision shall then be considered

void, and the invalidity or unenforceability of such provision

shall have no effect on the remaining provisions of the

Agreement.

24


4.          The Company has the right to use supervisors and

other non-bargaining unit personnel to perform bargaining unit

work to whatever extent and for whatever duration management

deems best serves the Company's overall interests in ensuring

regulatory compliance and product quality and integrity, and

maximizing safety.  Supervisors also may, in the interests of

efficiency and orderly production, fill in or work on a

particular job as dictated by the necessities of the operation.

However, if an employee within the bargaining unit leaves the

employ of the Company, he will not be replaced with a supervisory

employee provided the position is still available.  Likewise, if

there are overtime opportunities, supervisory employees shall not

replace bargaining unit employees; but this proscription shall

not preclude qualified supervisors from doing up to two (2) hours

of unit work if there are no qualified bargaining unit employees

in the plant and available to do the work at the time.  Some

examples of supervisors working are:



          (a)       Emergencies occurring during scheduled working days

     when an operation is not fully manned.



          (b)       Instructing or training of employees, including self-
     training.

          (c)       Performing experimental work involving new products,

     new equipment, new methods or new materials.



          (d)       Making minor adjustments and set up.


          (e)       Providing for the continuance of the work flow.


          (f)       Product validation or other nonproduction scientific work.


It is agreed that the Company shall not exercise its rights under

this Section in such a way as to reduce systematically the number

of bargaining unit positions.

25


5.          The Company shall be responsible for instituting

formal training procedures in all job classifications.  Training

shall be performed by such personnel as the Company deems, in its

sole and unrestricted discretion, best suited to effective and

efficient performance of the training function.  Employees

assigned to perform such training functions shall be compensated

at a rate one dollar and fifty cents ($1.50) above their normal

rate during the period of such assignment.  A training guide

shall be developed covering the skills and responsibilities which

employees in each type of work shall be taught.  Employees may be

directed to participate in cross-training exercises to ensure the

availability of adequate personnel with the appropriate skill mix

to deal with emergency or peak load situations, or to best serve

the Company's overall interests in ensuring regulatory compliance

and product quality and integrity, and maximizing productivity,

efficiency and safety.  The determination of the departments in

which cross-training will be done and the number of employees in

such departments to be given cross-training is a matter committed

to the sole and unrestricted discretion of the Company.  If less

than all employees in a job classification within a department

are to be assigned to participate in cross-training exercises,

employees shall be selected for such exercises on the basis of

seniority.  Employees temporarily assigned to positions, other

than the ones they normally occupy, for cross-training purposes

shall not be deemed to have transferred into such positions.  The

Company will inform the Union at least two (2) weeks prior to

implementation of its plans, and any modifications thereof, for

cross-training in any department with bargaining unit employees

who will be involved in the cross-training program.  All

employees who participate in training, whether as trainers or

trainees, shall be required to certify on documentation provided

by the Company that such training has been completed.  However,

it is understood that an employee's signature as required by the

preceding sentence does not necessarily signify that the 

26

employee certifies or believes that the content of the training was

sufficient to qualify the employee receiving the training to

perform work of the sort that was the subject of the training.



6.          MANAGEMENT TRAINEES:  Whereas it is the expressed

intent of the Company to train, educate and familiarize

supervisors and managers with the Company's total operation,

including each phase of the operation, department by department,

the Company shall have the right to have management trainees work

on any or all jobs, including production jobs included in the

bargaining unit, with the following limitations:



          (a)       Management trainees shall not be included in the

     bargaining unit and shall not be required to join the Union.



          (b)       Management trainees shall not exceed fifteen

     percent (15%) or ten (10) employees, whichever is the

     lesser, of the total number of bargaining unit employees at

     any given time (i.e., if there are forty (40) bargaining

     unit employees, there shall not be more than six (6)

     management trainees).  The Company will notify the Union of

     its decision to employ management trainees pursuant to this

     Section on or before the commencement date of the employment

     of any such employees.



          (c)       A management trainee shall not perform bargaining

     unit work for a period in excess of fifteen (15) months on

     an over-all basis, and not more than four (4) consecutive

     months in any one department.



          (d)       Although the company identifies with and

     subscribes to the policy of promotion from within, and

     may select employees from the bargaining unit to become

     management trainees, it is understood that it is within

     the Company's sole and 
     
27

     unrestricted discretion to

     determine and select employees to become management

     trainees and may make such selection from any outside

     source.



          (e)  It is not the intent of the Company to

     substitute management trainees for bargaining unit

     employees in the performance of bargaining unit work.



          (f)  The Union shall be entitled to meet with the

     Company every six (6) months to review the Management

     Trainee Program.



7.          SUMMER HELP:  Employees hired during the summer

vacation period (90 days or less) or during the two-week

Christmas period shall be excluded from coverage under the

Agreement.



     SECTION 8.  Coffee will be provided at Company expense in

all break rooms utilized by bargaining unit employees.



     SECTION 9.  Bargaining unit employees shall be supplied by

the Company with uniforms to be worn in performing their work,

and the Company shall make arrangements for periodic cleaning of

such uniforms at Company expense.



     SECTION 10.  When bargaining unit employees are required for

job-related reasons to travel using their own vehicles between

the Company's facilities at the Northvale, New Jersey location

and the Pomona, New York location, they shall be reimbursed by

the Company for such travel at the rate of twenty-eight cents

($0.28) per mile.



     SECTION 11.  Paychecks for bargaining unit employees shall

be issued weekly, and payday shall be on Wednesday.


28

     SECTION 12.  Bagels and/or donuts shall be provided for

bargaining unit employees required to work overtime on Saturday,

unless one or more employees are scheduled to work straight time

on that day.



     SECTION 13.  Bargaining unit employees working the second

shift shall not be required to begin mandatory overtime work on

Saturdays any sooner than eight (8) hours after completion of

their final, straight-time shift (which would have begun on the

preceding Friday); notwithstanding the foregoing, second shift

employees may begin overtime work on Saturdays in less than eight

(8) hours after completion of their last preceding straight-time

shift if such arrangement is mutually agreeable to the employee

and the supervisor responsible for scheduling the overtime work.



     SECTION 14.   The Company will generally seek to maintain a

one-to-one ratio of QA Associates to QA Inspectors in the Quality

Assurance Department.  Notwithstanding the foregoing, it shall

not be considered a violation of the terms of this Agreement for

the Company to have as many as two (2) more QA Associates than QA

Inspectors in the Department for a period of up to four (4)

months if the Company deems that such an imbalance advances the

Company's interests in ensuring regulatory compliance and product

quality and integrity and maximizing productivity, efficiency and

safety.



     SECTION 15.  WORK AND FAMILY COMMITTEE:  The Company and the

Union recognize that counseling and other forms of assistance may

be of value to an employee and his or her family in situations in

which personal problems have the potential to interfere with the

employee's performance of job responsibilities.  The Company and

Union also recognize that Company policies may have an impact on

the lives of employees.  The Company and the Union agree that

employees should strive to achieve an appropriate balance between

work and family responsibilities.  In addition, 

29

the Company and

Union further agree to work together to address issues related to

the mutual goal of achieving a balance between work and family

responsibilities.  Accordingly, the Company and the Union have

agreed upon a Work and Family Policy and agree to maintain a Work

and Family Committee as a forum in which such issues can be

constructively considered and discussed.  The Committee will be

comprised of four (4) members, two (2) designated by the Union

and two (2) designated by the Company.  The Committee's mandate,

in addition to sustaining dialog about work and family issues

that are relevant to the Company's employees, shall include

working to assure that employees are aware of the Company's

Employee Assistance Plan, including the resources that employees

can access through that Plan, and any other professional

community resources that might be able to assist with problems

relating to the employee's efforts to achieve a healthy balance

between work and family.  Communications by individual employees

with Committee members regarding particular problems that such

employees are encountering in striving to achieve that balance

shall be treated as strictly confidential and shall not be

discussed with anyone other than current members of the Work and

Family Committee.  Information that an employee shares with Work

and Family Committee members, as is the case with all

communications with Employee Assistance Program counsellors, in

connection with the employee's efforts to obtain assistance from

the Committee on matters within its mandate shall be treated as

confidential and shall not be considered in any way as a basis

for disciplinary action of any kind.  The Committee will meet

quarterly at agreed upon times and places to review issues

brought to the Committee's attention by employees or Management.

Chairing the Committee meetings and the preparation of minutes

will alternate between Union and Management members.  Union

members of the Committee shall be compensated at their regularly

assigned wage rates for time spent in the Committee's meetings.

Nothing in this Section shall be construed as overriding or

modifying any other provisions of this Agreement.

30


     SECTION 16.  CHILD CARE:  The Company shall, as soon as is

practicable after the effective date of this Agreement, establish

a flexible spending account in accordance with Section 125 of the

Internal Revenue Code, which will make it possible for employees

to set aside a portion of pretax income each year to be used to

defray dependent care expenses.  The Company shall also contract

with the Rockland Council for Young Children to provide child

care counseling and referral services for any employees requiring

such assistance.




XIII.       GRIEVANCES

1.          For purposes of this Agreement, a grievance is any

dispute or difference of opinion between the Company and the

Union, or between the Company and any of its employees covered by

this Agreement, involving the meaning, interpretation or

application of the express provisions of this Agreement.  Any

dispute over whether a complaint is subject to these procedures

shall be treated as a grievance, in accordance with the

procedures prescribed in this Agreement, subject to the

provisions of Article XXVIII, LOCKOUTS AND STRIKES.  Permission

to investigate grievances shall not be unreasonably denied,

provided however that the Union shall conduct no grievance

investigation in such a manner as to interfere in any way with

Company operations without the prior, express consent of the Vice

President Human Resources or Plant Manager.



2.          Grievance adjustments below the Step 3 level shall be

binding only with respect to that specific grievance and shall

not be deemed to establish a binding standard for the bargaining

unit as a whole, unless the Company and the Union specifically

agree otherwise in writing.



3.          Except as otherwise provided in Article VII,

DISCHARGE AND DISCIPLINE, and Article XXVIII, LOCKOUTS AND

STRIKES, no grievance shall be entertained by the Company, except

in the following order and manner, and within the following time

limits:

31


          STEP 1:  In the event an employee covered by this

Agreement has a complaint involving the interpretation,

application or alleged violation of this Agreement, he shall take

the matter up with his immediate Supervisor at a mutually

convenient time within ten (10) work days of the occurrence of

the event out of which the grievance arises, or within ten (10)

working days from the date when the Union or the employee should

reasonably have been aware of the facts on which the grievance is

based.  The employee may be accompanied by a Union Representative

if the employee so desires.  The Supervisor shall give his answer

to the employee as soon as practical, but in any event within ten

(10) work days.



          STEP 2:  In the event the grievance is not settled in

Step 1, it shall be reduced to writing, stating the specific

relief sought, signed by the employee and presented by the

Department Steward to the Supervisor within ten (10) work days

from the time the Supervisor gives his answer as provided in

Step 1 above.  The Supervisor will discuss the matter with the

employee and the Department Steward presenting the written

grievance as soon as is practical, and in any event within ten

(10) work days after the Supervisor receives the written

grievance.  The Supervisor will give a written answer to the

employee and the Union as soon as is practical, but in any event

within ten (10) work days of the time the written grievance is

presented.  The presentation of the Supervisor's written answer

shall terminate Step 2.



          STEP 3:  In the event the grievance is not settled in

Step 2, the Union may, within ten (10) work days after the

termination of Step 2, request a meeting with the Vice President,

Human Resources, or her representative, to discuss the grievance.

The Vice President, Human Resources, or her representative, the

employee, either the Chief Steward or a Department Steward of the

Union, and a representative of the International or Local Union,

if available, shall meet as soon as practical 

32

at a mutually

convenient time, but in any event within ten (10) work days of

such written request, and discuss the matter in an attempt to

arrive at a satisfactory resolution of the grievance.  The answer

of the Vice President, Human Resources, shall be given, in

writing, to the employee and the Union within ten (10) work days

of the meeting referred to in this Step.  The issuance of the

answer to the affected employee and the Union shall terminate

Step 3.



          STEP 4:  In the event the grievance is not settled in

Step 3, the Union may, within  ten (10) work days of receipt by

the Union of said answer, request in writing that the grievance

be submitted to arbitration as provided in Section 4 below.



4.          Within ten (10) days of the Company's receipt of the

Union's request for arbitration, the Union or the Company, on an

alternating basis (beginning with the Union for the first

arbitral panel requested during the term of this Agreement),

shall request the American Arbitration Association ("AAA") to

submit a panel of seven (7) qualified and available arbitrators,

providing a copy of such request contemporaneously to the other

party and pay any necessary fee to obtain such a panel.  Within

ten (10) work days after receipt of the panel, the parties shall

alternately strike names from the panel, beginning with the party

requesting the arbitration, until the name of the arbitrator is

thus chosen.  The request for an arbitral panel shall be deemed

to have been made upon mailing it to AAA.  If the party

responsible for requesting the arbitral panel from AAA fails to

do so within the ten (10) day period prescribed for the

submission of such request, the other party shall have the right

to request the panel and select the arbitrator from among any of

the names on the panel obtained from AAA.  If either party fails

or refuses to participate in the arbitrator selection process in

such a manner as to assure that it is completed within the

aforementioned ten (10) day period allotted for the process, the

other party shall have the right to designate the arbitrator from

among those on the panel who have not been previously stricken by

one of the parties.  The arbitrator shall be notified of his

33

selection by a joint letter from the Company and the Union

requesting that he set a time and place for the hearing, subject

to the availability of the Company and Union representatives, and

the letter shall specify the issue(s) to the arbitrator.  Any

grievance as to which the arbitration hearing is not completed

within six (6) months after selection of the arbitrator shall be

deemed finally determined on the basis of the Company's final

response in Step 3 of the grievance procedure unless the failure

to complete the hearing within such period is solely the product

of either: (a) the Company's refusal to make its representative

available to attend the hearing in that period; or (b) the

unavailability of the arbitrator on any dates within such period.

If the failure to complete the hearing within six (6) months is

solely the result of the Company's refusal to make its

representative available on any dates within such period, the

Company shall be deemed to have waived all defenses to the issue

of liability, leaving only the issue of appropriate relief to be

determined by the arbitrator.



5.          The arbitrator so appointed shall conduct a hearing

and render his decision, in writing, with all reasonable

promptness.  Any decision rendered by an arbitrator appointed

hereunder shall be final and binding upon the Company, the Union,

and the employee or employees involved on matters that are the

proper subject of arbitration hereunder.



6.          Any arbitrator appointed under the provisions of this

Article shall consider and decide only the particular issue(s)

presented to him in writing by the Company and the Union, and his

decision and award shall be based solely upon his interpretation

of the meaning or application of the express terms of this

Agreement to the facts of the grievance presented.  If the matter

sought to be arbitrated does not involve an interpretation of the

express terms of this Agreement, the arbitrator shall so rule in

his award and the matter shall not be further entertained by the

arbitrator.  The arbitrator shall have no right to amend, modify,

nullify, ignore, add to or subtract from the provisions 

34

of this Agreement.  The arbitrator shall have no authority to overturn 

or modify any action of the Company unless the Union shows by clear

and convincing evidence that such action was violative of the

express terms of this Agreement or was arbitrary and capricious

or, in any case involving disciplinary action taken against an

employee, either that the employee did not commit the act on

which the disciplinary action was based or that the Company's

action against the employee was arbitrary and capricious.


7.          The compensation and expenses of the arbitrator, and

other expenses mutually agreed to in advance, shall be borne

equally by the Company and the Union.



8.          Employees losing time as a result of participation in

arbitration proceeding sunder this Article, shall be made whole

by the party on whose behalf they appear.



9.          A grievance initiated by either the Company or the

Union, involving the interpretation or application of this

Agreement, may be commenced at the Step 3 level, as set forth

above, by the filing of such grievance in writing with the other

party within ten (10) work days after the party initiating the

grievance has reason to believe that the other party has assumed

a position inconsistent with the terms of this Agreement.  In the

event of a grievance initiated by the Company, the written

grievance shall be accompanied by a request for a meeting with

the Local President of the Union.  All rights, obligations and

time limits for action by the Vice President Human Resources,

specified in Steps 3, 4 and 5 and Section 4 above, shall apply to

the President of the Local Union in grievances initiated by the

Company, and all rights, obligations and time limits applicable

to the Union or employee in Steps 3, 4 and 5 and Section 4, shall

apply to the Company.



10.         If any steps or actions provided for in this Article

are not taken, appeals herein provided for are not taken or

filed, or notice is not given within the time limit specified for

35

such steps, actions, appeals or notice, then the grievance shall

be deemed final and settled on the basis of the Company's last

reply.  If the Company's reply is not timely given at any stage

in the grievance procedure, then the grievance shall be deemed

denied at the expiration of the time limit within which an answer

is required and such denial may be appealed to the next step in

the grievance procedure specified.  Any of the time limits

specified in this Article may be extended by mutual agreement

between the parties.  Saturdays, Sundays, days on which the

Company facilities are closed for any part or all of the day due

to inclement weather, and those holidays specified in Article XV

of this Agreement shall not be included in the computation of

time periods specified by this Article.



11.         In general, any investigation, discussion and

settlement of grievances shall be done during working hours,

provided however that no such activities shall be conducted in

such a manner as to interfere in any way with Company operations

without the prior, express permission of the Vice President Human

Resources or Plant Manager.



     SECTION 12.  The Company and the Union may, by mutual

agreement in writing, submit any unresolved grievance to

mediation under contract under the auspices of the New Jersey

Board of Mediation.  If the mediator in such a case is unable to

arrive at a mediated settlement that is acceptable to both

parties, the parties shall request that he or she issue a written

"Mediator's Recommendation," which shall be final and binding on

both parties as to the case in which it is issued but shall have

no precedential effect and shall not be admissible for any

purpose in any future cases.  In any case in which the parties

agree to mediation, they shall be deemed to have waived any right

to arbitration to which they might otherwise have been entitled

pursuant to the terms of this Agreement.  The fact that a party

declines to agree to mediation in a particular case shall not be

admissible for any purpose in that or any other case.

36


XIV.   VACATIONS

1.          All employees covered by this Agreement shall be

eligible for paid vacations according to the following schedule

with the length of an employee's continuous service being

calculated from the anniversary date of hire:



     Less than
     Two (2) years of continuous service               One   (1) week

     After
     Two (2) years of continuous service               Two   (2) weeks

     After
     Five (5) years of continuous service              Three (3) weeks

     After
     Ten (10) years of continuous service              Four  (4) weeks

     After
     Fifteen (15) years of continuous service          Five  (5) weeks


Employees shall accrue vacation rights each year at the rate of

one twelfth (1/12) of the total amount of the employee's vacation

eligibility under this Section for each month he or she works or

is on vacation or paid leave provided for in Article XXII of this

Agreement.  For purposes of this Section, an employee shall be

considered to have worked a month, and therefore to have earned

vacation accrual credit, if he actually works or is on vacation

or Article XXII paid leave for at least one hundred (100) hours

in that month.  Accrual will begin on January 1 of each year or,

in the case of employees who are hired or return to work after

January 1, on the date the employee begins work.  Accrual rate

increases provided for in the schedule set forth above shall

become applicable on January 1 of the year of the anniversary

date on which the employee will reach the amount of continuous

service making him eligible for an increased amount of vacation.

Any accrued vacation not taken before December 31 of the year

following the year in which it accrued shall be lost, and in 

37

no event will an employee be entitled to receive pay in lieu of

vacation except where the employee is laid off or leaves the

Company's employ with accrued and unused vacation, or where the

employee is prevented from taking properly scheduled vacation by

a Company requirement that he cancel such scheduled vacation and

he is unable to reschedule the vacation to be taken before the

end of the year.  Employees with less than five (5) years of

service shall be entitled to take vacation only to the extent

that it has accrued.  Beginning in the calendar year after

completing four (4) years of continuous service with the Company

and subject to the provisions of Section 3 of this Article,

however, employees shall be entitled to take up to one-half of

the vacation that they will be eligible to accrue during the

calendar year at any time prior to July 1 of that year.  Such

employees shall be entitled to take up to the full amount of

vacation that they will be eligible to accrue during the calendar

year at any time after June 30 of that year.  In the event the

employee fails to work the entire year (including, without

limitation, because of being discharged, suspended, or laid off,

or because of going on disability or a leave without pay status),

any pay received by the employee for vacation not accrued at the

time the employee leaves the active workforce shall be deducted

from the employee's paycheck for the final pay period preceding

the employee's ceasing or interrupting work.  If the employee's

final paycheck is in an amount insufficient to reimburse the

Employer for the amount of unaccrued vacation previously taken,

the employee shall pay the Employer the difference on or before

his final day at work.



2.          Eligible employees who take vacation in a week when

they are scheduled to work an eight (8) hour shift shall receive

as vacation pay eight (8) times the employee's straight time

hourly rate for each day of vacation.  Vacation payment shall be

made the last scheduled pay day before Eligible employees taking

vacation in a week in which they are scheduled to work four (4) or 

38

more ten (10) hour days shall receive vacation pay for each

day of vacation equal to the amount of pay they would have

received had they worked the scheduled ten (10) hours on that

day.



3.          Accrued vacation may be taken at any time during the

calendar year, except that newly hired employees shall not be

entitled to take vacation or receive pay in lieu of vacation

until after successful completion of their probationary period.

However, the employee must obtain permission to schedule any

vacation from the Company at least one (1) month before the

scheduled departure date.  The Company will not unreasonably

withhold its permission, but retains discretion to deny an

employee's request if it is deemed inconsistent with production

requirements or the Company's overall interests of ensuring

regulatory compliance and product quality and integrity, and

maximizing productivity, efficiency and safety.  Subject to the

foregoing, if two or more employees request the same vacation

period and the Company deems it inadvisable for all of such

employees to be out on vacation at the same time, the employee or

employees with greater seniority shall be given preference.



4.          Vacation must be taken in no less than eight hour

blocks, or in the case of employees taking vacation on a day when

they would have been scheduled to work ten (10) hour shifts, in

ten-hour blocks.



5.          The Company will maintain a record of all vacation

time used by an employee and provide updated information

regarding the amount of vacation taken and accrued to employees

on request.  If the Company acquires the payroll accounting

capability to provide periodic information of the employees'

vacation account balances on payroll stubs or through other means

without incurring substantial additional expense during the term

of this Agreement, it shall do so.

39


XV.    HOLIDAYS AND HOLIDAY PAY

1.          Full-time and regular part-time employees shall be

eligible for holiday pay.  Eligible full-time employees will be

credited with eight (8) hours (or ten (10) hours in the case of

employees who would have been scheduled to work a ten (10) hour

shift but for the holiday) worked on holidays enumerated in

Section 2 below, provided they have passed their probationary

period.  Holiday pay for eligible part-time employees shall be

prorated on the basis of the average daily straight-time hours

they are regularly scheduled to work in the week in which the

holiday falls. Otherwise eligible employees shall not receive

holiday pay (or be credited with hours worked) under the

following conditions:



          (a)       An employee who has an unexcused tardiness or who is

     absent on the work day or part of the work day preceding or

     following the holiday, except for employees absent because of

     serious illness or serious accident for no more than five (5)

     working days prior to or following the holiday.



          (b)       Employees who are off on a personal leave of absence.


          (c)       Employees on suspension or disciplinary layoff.

          (d)       The employee who would not normally be scheduled to

     work and who would not normally work on such day in any event.



2.          The following days shall be considered holidays under
this Agreement:

          New Years Day                      Thanksgiving Day

          Martin Luther King's Birthday      Day after Thanksgiving

          Presidents' Day                    Christmas Eve

          Memorial Day                       Christmas Day

40

          July 4th                           Day before New Year's Day

          Labor Day                          Employee's Birthday



     Religious holidays shall be permitted to be celebrated

without pay and employees shall not be penalized for their

absence on such days.



3.          Subject to the limitations set forth in Article 4,

Section 3, work performed on holidays shall be paid at the rate

of time and one-half (1/2) the employee's regular rate in

addition to the holiday pay.



4.          If a holiday falls within an employee's vacation,

such employee shall be paid holiday pay for the holiday in

addition to his vacation pay, or shall receive an extra day of

vacation, as agreed by the Company and the employee.



5.          Except as otherwise provided in Article IV, Section 2

of this Agreement, holiday pay for an employee entitled thereto

shall be computed on the basis of eight (8) times the employee's

average straight time hourly earnings in the last calendar

quarter ending immediately prior to the particular paid holiday.

Overtime premium payments, holiday payments, vacation payments

and all other non-working time payments shall be excluded from

the holiday computation.



6.          All holidays falling on a Sunday shall be celebrated
on the following Monday.


7.          All holidays falling on a Saturday shall be

celebrated on the preceding Friday.

41


XVI.   WAGE INCREASES

1.             (a)  Effective April 1, 1996, all employees in the

     Chemical Operator II, Maintenance Mechanic, Machine Mechanic,

     Chemical Operator I, Set-Up Mechanic, and QA Inspector

     classifications will receive a wage increase of $1.20 per hour;

     all employees in the Licensed Trailer Truck Driver, Line

     Technician, and Supplier/Material Handler classifications will

     receive a wage increase of $1.00 per hour; and all employees in

     the Packer and Porter classifications will receive a wage

     increase of $0.50 per hour.



               (b)  Effective April 1, 1997, all employees in the

     Senior Manufacturing Operator, Chemical Operator II,

     Maintenance Mechanic, Machine Mechanic, Chemical Operator I,

     Set-Up Mechanic, and QA Inspector classifications will

     receive a wage increase of $0.50 per hour; all employees in

     the Licensed Trailer Truck Driver, Line Technician, and

     Supplier/Material Handler classifications will receive a

     wage increase of $0.40 per hour; and all employees in the

     Packer and Porter classifications will receive a wage

     increase of $0.30 per hour.



               (c)  Effective April 1, 1998, all employees in the

     Senior Manufacturing Operator, Chemical Operator II,

     Maintenance Mechanic, Machine Mechanic, Chemical Operator I,

     Set-Up Mechanic, and QA Inspector classifications will

     receive a wage increase of $0.50 per hour; all employees in

     the Licensed Trailer Truck Driver, Line Technician, and

     Supplier/Material Handler classifications will receive a

     wage increase of $0.40 per hour; and all employees in the

     Packer and Porter classifications will receive a wage

     increase of $0.30 per hour.

42



               (d)  Effective April 1, 1999, all employees in the

     Senior Manufacturing Operator, Chemical Operator II,

     Maintenance Mechanic, Machine Mechanic, Chemical Operator I,

     Set-Up Mechanic, and QA Inspector classifications will

     receive a wage increase of $0.50 per hour; all employees in

     the Licensed Trailer Truck Driver, Line Technician, and

     Supplier/Material Handler classifications will receive a

     wage increase of $0.50 per hour; and all employees in the

     Packer and Porter classifications will receive a wage

     increase of $0.30 per hour.



               (e)  Effective April 1, 2000, all employees in the

     Senior Manufacturing Operator, Chemical Operator II,

     Maintenance Mechanic, Machine Mechanic, Chemical Operator I,

     Set-Up Mechanic, and QA Inspector classifications will

     receive a wage increase of $0.50 per hour; all employees in

     the Licensed Trailer Truck Driver, Line Technician, and

     Supplier/Material Handler classifications will receive a

     wage increase of $0.50 per hour; and all employees in the

     Packer and Porter classifications will receive a wage

     increase of $0.50 per hour.



2.          The Company shall have sole and unrestricted

discretion with respect to establishing new job classifications,

revising old job classifications and/or combining job

classifications, and establishing the hourly rates of pay for

employees who perform work therein.  In the event the Company

determines that revision or combination of an old job

classification warrants a reduction in the hourly rates of

employees in the positions affected by a revision or combination,

and in all cases in which the Company establishes a new job

classification, the Company shall propose the new rate to the

Union at least two (2) weeks before it is scheduled to go into

effect and the parties shall negotiate in good faith in an effort

to reach agreement on the new rate.  In the event the Union

believes that the hourly rates of jobs affected by a

classification revision or combination should be 

43

increased, the

Union shall propose a new rate and the parties shall negotiate in

good faith in an effort to reach agreement on the rate.  If the

parties reach impasse during the term of this Agreement in

negotiations regarding wage rate changes entered into pursuant to

this Section, the Company shall have the right to implement

unilaterally its final offer.  The Union has the right to grieve

this decision pursuant to the terms of Article XIII of this

Agreement.  In the event the Union grieves the Company's

implementation of its final offer, and the Company later agrees

or an arbitrator rules that a different rate should apply, such

revised rate shall be applied retroactively to the date of the

Company's unilateral implementation of its final offer put forth

in the original negotiations.



3.          The Company shall have the right to establish hourly

rates of pay for various jobs, and to revise or otherwise change

such hourly rates, but in no event shall any rate be revised

downward, except as provided above in Section 2 of this Article.



4.          The Company shall negotiate with the Union, the rate

of all newly created jobs, prior to posting a bid or interviewing

potential candidates.



5.          The parties agree that there will be one rate of hire

in each classification for new employees.



6.          As noted in the schedules set forth below in

Section 8 of this Article, employees shall receive the general

wage increase and incremental wage increases in progression until

they reach the maximum rate.



7.          JOB DESCRIPTIONS:  The Company has sole and

unrestricted discretion to determine whether and when written job

descriptions for bargaining unit jobs need to be revised or

updated.  Whenever such job descriptions are revised or updated,

the Company shall promptly 

44

provide the Union with copies of the

new descriptions.  The Union has the right, within twenty (20)

workdays after receipt of the new job descriptions, to submit

written suggestions for changes in such job descriptions (with

explanations of the rationales for any such suggestions) that it

believes the Company should consider.  The Company shall consider

any such suggestions offered by the Union in good faith.  If the

Company declines to accept any such suggestion and there remains

a dispute as to whether, without the suggested change, the job

description in question accurately describes the content of the

job that is its subject, the Union may process the dispute

through the grievance and arbitration procedure prescribed in

Article XIII of this Agreement.

8.          WAGE RATES:  The wage rates applicable to positions

covered by this Agreement shall be as follows:



Senior Manufacturing Operator

               Effective   Effective    Effective   Effective    Effective
                4/1/96      4/1/97       4/1/98      4/1/99       4/1/00
                    
                $18.20      $18.70       $19.20      $19.70       $20.20


To be eligible to bid on Senior Manufacturing Operator internship
position openings, employees must, at the time of their
submission of a bid on such openings, be currently employed as a
Chemical Operator I, Chemical Operator II, or a Machine Mechanic,
and have worked for at least one (1) year and demonstrated
proficiency in one or more of the five (5) production disciplines
in which Senior Manufacturing Operators are expected to
demonstrate and maintain a high level of proficiency (i.e.,
Compounding, Tableting, Coating, Encapsulation, and Packaging).
Employees who successfully bid on Senior Manufacturing Operator
internships shall receive a $0.25/hr. increase upon moving into
an internship assignment or within fifteen (15) days of receiving
the bid, whichever occurs first.  Upon becoming certified as
proficient in two (2) of the Senior Manufacturing Operator
disciplines, interns shall receive an additional $0.25/hr.
increase in their wages.  Additional increases in the amount of
$0.50/hr, would occur for interns who become certified as
proficient in the third and fourth disciplines.  Upon
certification of an intern's proficiency in the fifth of the five
(5) disciplines in which Senior Manufacturing Operators must
demonstrate proficiency, employees shall begin to receive the
appropriate full Senior Manufacturing Operator rate specified
above.  The probationary period prescribed in Article XXIX of
this Agreement shall apply upon an employee's initial assignment
to a Senior Manufacturing Operator internship and at each
assignment to a new discipline during the employee's internship.

45


Maintenance Mechanic
               Effective   Effective    Effective    Effective    Effective
                4/1/96      4/1/97       4/1/98       4/1/99       4/1/00

                $16.35      $16.85       $17.35       $17.85       $18.35


Chemical Operator II
               Effective    Effective   Effective    Effective    Effective
                4/1/96       4/1/97      4/1/98       4/1/99       4/1/00

Maximum Rate    $16.20       $16.70      $17.20       $17.70       $18.20


The number of Chemical Operator II positions, if any, on each

shift and in each department shall be determined by the Company

in its sole and unrestricted discretion.



Machine Mechanic

               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00
                                             
Rate            $15.30       $15.80       $16.30       $16.80       $17.30


46

Chemical Operator I
               
               Effective    Effective    Effective    Effective    Effective
                 4/1/96      4/1/97       4/1/98       4/1/99       4/1/00





Start            $12.70      $13.20       $13.70       $14.20       $14.70



After 3 months from

Date of Hire     $13.20      $13.70       $14.20       $14.70       $15.20



After 6 months from

Date of Hire     $13.70      $14.20       $14.70       $15.20       $15.70



After 9 months from

Date of Hire     $14.20      $14.70       $15.20       $15.70       $16.20



After 12 months from

Date of Hire     $14.70      $15.20        $15.70      $16.20       $16.70



Employees designated by the Company as Special Materials 

Operators shall be paid a premium for all time spent working in

such capacity of ten (10) percent above the otherwise applicable

rate for a Chemical Operator.

47


Set-Up Mechanic
               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00


Start           $13.50       $14.00       $14.50       $15.00       $15.50

After 3 months from
Date of Hire    $14.15       $14.65       $15.15       $15.65       $16.15     
                                          
After 6 months from
Date of Hire    $14.90       $15.40       $15.90       $16.40       $16.90


Quality Assurance
               Effective    Effective    Effective    Effective    Effective   
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00     

Start           $12.35       $12.85       $13.35       $13.85       $14.35

After 3 months from
Date of Hire    $12.70       $13.20       $13.70       $14.20       $14.70

After 6 months from
Date of Hire    $13.05       $13.55       $14.05       $14.55       $15.05

After 9 months from
Date of Hire    $13.40       $13.90       $14.40       $14.90       $15.40

After 12 months from
Date of Hire    $13.75       $14.25       $14.75       $15.25       $15.75


48

Line Technician
               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00

Start           $11.90       $12.30       $12.70       $13.20       $13.70

After 3 months from
Date of hire    $12.25       $12.65       $13.05       $13.55       $14.05

After 6 months from
Date of hire    $12.65       $13.05       $13.45       $13.95       $14.45

After 9 months from
Date of hire    $12.95       $13.35       $13.75       $14.25       $14.75

After 12 months from
Date of hire    $ 13.30      $13.70       $14.10       $14.60       $15.10

Shipping, Receiving, Supplier and Material Handler
               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00



Start           $11.40       $11.80       $12.20       $12.70       $13.20

After 3 months from
Date of Hire    $11.75       $12.15       $12.55       $13.05       $13.55

After 6 months from
Date of Hire    $12.15       $12.55       $12.95       $13.45       $13.95

After 9 months from
Date of Hire    $12.45       $12.85       $13.25       $13.75       $14.25

After 12 months from
Date of Hire    $12.80       $13.20       $13.60       $14.10       $14.60

Material Handler Truck Drivers shall be paid at a rate fifty

cents ($0.50) per hour higher than those otherwise applicable to

employees in the Shipping, Receiving, Supplier, Material Handler

classification.

49


Packers
               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00


Start           $9.15        $9.45        $9.75        $10.05       $10.55

After 3 months from
Date of Hire    $9.65        $9.95        $10.25       $10.55       $11.05

After 6 months from
Date of Hire    $10.15       $10.45       $10.75       $11.05       $11.55

After 9 months from
Date of Hire    $10.65       $10.95       $11.25       $11.55       $12.05

After 12 months from
Date of Hire    $11.15       $11.45       $11.75       $12.05       $12.55


Porter
               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00


Start           $8.90        $9.20        $9.50        $9.80        $10.30

After 3 months from
Date of Hire    $9.40        $9.70        $10.00       $10.30       $10.80

After 6 months from
Date of Hire    $9.90        $10.20       $10.50       $10.80       $11.30

After 9 months from
Date of Hire    $10.40       $10.70       $11.00       $11.30       $11.80

After 12 months from
Date of Hire    $10.90       $11.20       $11.50       $11.80       $12.30


Licensed Tractor Trailer Driver
               Effective    Effective    Effective    Effective    Effective
                4/1/96       4/1/97       4/1/98       4/1/99       4/1/00

                $14.50       $14.90       $15.30       $15.80       $16.30

50


      Any employee who was classified as a Labeler as of June 30,

1989 shall continue to have his/her rate RED circled.  All

Porters hired prior to July 1, 1989 shall continue to be paid at

the Supplier/Material handler rate.


     SECTION 9.  HOLIDAY BONUS:  The Company shall pay a holiday

bonus to all nonprobationary employees beginning in December of

1996.  The amount of the bonus shall be $200.00, with prorated

lesser amounts for employees who have worked less than the full

calendar year preceding the date on which the bonus is to be

paid.  The bonus checks prescribed in this Section shall be

distributed to eligible employees on or before December 15 of

each year.


XVII.       HEALTH AND WELFARE

1.          The Company agrees to make available to its regular

full-time employees (and their dependents) covered by this

Agreement who are actively employed, Health and Welfare coverage

with the OIL, CHEMICAL AND ATOMIC WORKERS INTERNATIONAL UNION,

LOCAL 8-149 Welfare Plan, which shall include dental insurance

coverage with a benefit of up to $1,250 per employee per year.

For the remainder of the term of this Agreement, the Employer

contribution shall be 20.6% of gross payroll straight time

excluding overtime, unused sick pay and unused vacation pay.

This rate shall, however, be adjusted to cover any changes in

premium charges to the Union by its providers during the first

four years of this Agreement up to a maximum aggregate increase

of thirty percent (30%) over the premium levels in effect on the

effective date of this Agreement, and for any increase of up to

seven percent (7%) in the fifth and final year of this Agreement.

The Employer shall calculate such contribution for any employee

who actually works and/or is paid time for vacation, Article XXII

sick leave and/or holidays for a total in excess of one hundred

(100) hours in any calendar month, as if said employee had worked

all scheduled straight

51

time in that month.  The contribution on behalf of any employee

whose total paid time for time worked is equal to or less than

one hundred (100) hours shall be calculated on a pro-rated basis

by multiplying the amount of a full contribution by the ratio

derived by dividing the amount of the employee's paid time in

that month by the total amount of scheduled straight time in that

month, plus any paid holiday time for which the employee would

have been eligible if he had actually worked all scheduled

straight time.



2.          EMPLOYEES' ELIGIBILITY:  Full-time employees covered

by this agreement are eligible upon completion of one hundred

twenty (120) days of continuous active service.  Full-time

employees are defined as those employees completing 2,080 hours

of service in a calendar year.  Part-time employees are defined

as those employees completing at least 1,560 hours of service in

a calendar year.



3.          The Employer shall contribute to the Oil, Chemical

and Atomic Workers International Union, Local 8-149 Welfare Plan

for those eligible employees who are on family or medical leave

pursuant to the terms of Article IX, and for employees who are on

disability and workers' compensation for a maximum period of six

(6) months.



XVIII.      CHECKOFF

     In a manner and to the extent permitted by law, the Company

agrees to deduct each month from the wages of each of its

employees who are members of the Union and who have voluntarily

authorized same, the prescribed union dues and initiation fees,

and to remit the same monthly to the Union.  Each authorization

shall be in writing, signed by the employee, and shall be

delivered by the Union to the Company.  The Union agrees to

indemnify and save the Company harmless from any and all claims

and/or disputes arising out of the Company's actions in

compliance with this provision.

52


XIX.   RELOCATION


     In the event the Company shall at any time move its

operations from its present location to any other place within a

radius of 100 miles, the employees in service with the Company at

the time of such move shall be offered a opportunity for

employment in the new location, and this Agreement shall continue

in full force and effect and shall be applicable to such

employees in the new location, provided, however, a majority of

the employees so offered employment relocate and are employed

with the Company at the new location.



XX.    UNION SECURITY

1.          It shall be a condition of employment that all

employees of the Employer covered by this Agreement who are

members of the Union in good standing on the effective date of

this Agreement shall remain members in good standing, and those

current employees who are not members on the effective date of

this Agreement, shall, on the thirty-first (31st) day thereafter,

become and remain members in good standing in the Union.  It

shall also be a condition of employment that all employees

covered by this Agreement and hired after the effective date of

this Agreement, shall, on the thirty-first (31st) day after said

hiring date, become and thereafter remain members in good

standing in the Union.



2.          Upon written notice from the Union, the Employer

shall discharge any employee not a member in good standing as

defined under the National Labor Relations Act, as amended.



XXI.   UNION REPRESENTATION AND STEWARDS


1.          (a)  The establishment of a Union Committee composed

of not more than three (3) members, which shall also serve as the

Grievance Committee and the establishment of a Steward 

53

system is agreed to by the Company.  The Union shall be permitted to have

two (2) alternate stewards.



          (b)       Representatives of the International Union shall be

permitted to assist the Committee at all times, provided that

such representatives shall accord at least forty-eight (48) hours

advance notice to the Company's Vice President Human Resources of

any need for access to Company facilities, respect and observe

any applicable sign-in and site security rules, and refrain from

interfering with or impeding Company operations or the work of

any employee.  In cases of emergency, the Union may request and

the Vice President Human Resources may permit access to Company

premises on less than forty-eight (48) hours notice.  Such

permission shall not be unreasonably denied.



          (c)       In the event the Company establishes a second shift,

there shall be one (1) steward employed on the second shift and

the Union shall be permitted to have one (1) alternate steward on

said shift.



          (d)       The Chief Steward and Stewards shall be allowed two (2)

hours off, without pay, four (4) times a calendar year, for the

purpose of attending Union Educational and Training Sessions

related to the performance of their responsibilities as stewards

at Barr Laboratories.



          (e)       The Department Stewards will be expected to perform on

a full-time basis the responsibilities of the jobs to which they

are assigned in the bargaining unit.  Management will allow them

a reasonable amount of time away from their duties (up to a

maximum of four (4) hours per week) to handle union business,

provided a request for such excused time is made and approved in

advance by the Vice President Human Resources or Plant Manager

and the proposed scheduling of 

54


the release time requested will

not significantly interfere with or impair the Company's overall

interests of ensuring regulatory compliance and product quality

and integrity, and maximizing productivity, efficiency and

safety.  The Chief Steward shall be expected to perform on a full-

time basis the responsibilities of a bargaining unit position,

except that he will be granted a total of twelve (12) hours per

week to handle Union business, to be scheduled in advance in at

least four (4) hour blocks at times that are mutually agreeable

to the Company and the Union, and which may be changed no more

frequently than quarterly.  In the event of extraordinary need,

the Vice President Human Resources may, in her sole and

unrestricted discretion, grant a request of the Chief Steward for

release time in addition to the weekly period(s) regularly set

aside for Union business pursuant to the terms of this Section.

The Chief Steward's bargaining unit work will be scheduled to be

performed on a Monday through Friday schedule.  The Chief Steward

shall be eligible for overtime assignments on the same basis as

other similarly situated employees in his classification and so

long as he confines his handling of Union business to the

prearranged twelve (12) hour schedule prescribed above, such

hours shall be treated as time worked for purposes of eligibility

for overtime premium pay as provided for in Article IV, Section 3

of this Agreement.  All employment conditions applicable to the

Chief Steward under this Section shall also apply to the Unit

Secretary.



     SECTION 2.  The Company will make available for the

exclusive use of the Union at least one (1) office with a

telephone and a reasonable amount of file space.



     SECTION 3.  Department Stewards shall be allowed up to three

and one-half (3.5) hours of unpaid leave to attend each quarterly

meeting of the Union.  The amount of such leave will vary based

on the individual shift schedule of each Steward, but shall not

exceed three and one-half (3.5) hours for any Steward.  If shift

schedules should change in such a manner during the term of this

55

Agreement as to make the aforementioned amount of release time

clearly inadequate to permit attendance at the quarterly

meetings, the Company and the Union will meet to work out a

reasonable accommodation of their respective interests.

Notwithstanding any other provision of this Agreement, the

Company reserves the right to deny any Department Steward's

request for leave to attend any one or more quarterly meetings

because of unusual work related problems that would significantly

affect productivity, efficiency, quality or regulatory

compliance, although the Company acknowledges that it expects

such instances to be rare.  The Union will provide the Company

with a schedule of its quarterly meetings in January of each

calendar year.  Each Department Steward shall be responsible for

confirming with his or her Supervisor the time and dates of any

release requirements pursuant to this Section one (1) week prior

to the scheduled quarterly meeting with respect to which leave is

requested.



XXII.       SICK LEAVE, PERSONAL DAYS, LONGEVITY DAY



1.          The Company agrees to continue, for the life of this

Agreement, its current policy of paid sick leave.  Each employee

employed eight (8) months or more, shall be entitled to five (5)

days of paid sick leave per calendar year.



2.          New employees shall be eligible to receive paid sick

leave at the rate of one (1) day for each two (2) months of

employment to commence after the employee's eighth (8th) month of

employment, but not retroactively.



3.          Employees not using all or any of the five (5) paid

sick days shall have the option of receiving unused sick pay on

or about December 15th of each calendar year, or banking up 

56


to five (5) days for use in the following year.  The number of paid

sick days an employee has available shall not affect charging of

occurrences under the Company's attendance policy.



4.          Sick days may be used in four (4) hour blocks, but

not less, except that employees assigned to work ten (10) hour

shifts must use their sick days in blocks of not less than five

(5) hours.



5.          The Company will maintain a record of all sick leave

and personal time used by the employee and provide updated

information regarding the amount of sick leave taken and accrued

and unused personal and longevity days to employees on request.

If the Company acquires the payroll accounting capability to

provide such information periodically on payroll stubs or through

other means without incurring substantial additional expense

during the term of this Agreement, it shall do so.



6.          PERSONAL DAYS:  In order to qualify for one (1)

personal day per contract year, the following conditions must be

met by an employee:



          (a)       The employee must give 3 working days advance notice to

     department supervisor as to which day is to be taken as a

     personal day, and



          (b)       The personal day cannot be added to the employee's

     vacation period, and


          (c)       The personal day cannot be taken during a week of a

     holiday, nor shall it be taken on a working day before or after a

     holiday.



          (d)  The personal day may be used in four (4) hour

     blocks, or in five (5) hour blocks in the case of

     employees assigned to work ten (10) hour shifts.  The

57

     above conditions must be met for an employee to take

     the personal day in four (4) or five (5) hour blocks

     unless a personal emergency exists.



     If all the above conditions are met, said personal day may

be taken at the employee's option.



     Subject to the foregoing conditions, employees who have been

     employed by Barr for five (5) or more consecutive years,

     shall be entitled to take one (1) additional personal day

     per year.



7.          LONGEVITY DAY:  Those employees who have attained ten

(10) years of service or more shall receive a personal day off

with pay as a longevity day.  Said employee must give one (1)

week's notice to his Supervisor before taking such day:  If there

is any limitation on the number of people taking the longevity

day at a particular time, seniority shall apply.  The longevity

day must be taken as a day, not less.



XXIII.      SHIFT DIFFERENTIAL

     In the event the Company establishes a second shift, there

shall be a ten percent (10%) shift differential paid to each

employee employed on said second shift.  In the event the Company

establishes a third shift, there shall be a fifteen percent (15%)

shift differential paid to each employee employed on said third

shift.



     The differential for the shift starting at midday (Example:

11:30 a.m. to 8:00 p.m.) shall be eight percent (8%).



XXIV.       REPORTING AND CALL-IN PAY


1.          REGULAR WORK (REPORTING TIME):  Any employee who

reports to work unless otherwise previously notified eight (8)

hours prior to starting time by the Company shall 

58

receive four (4) hours work or pay for that day.  If in the course 

of the day an employee is sent home because of lack of work, and has

completed at least four (4) hours of work, or five (5 hours work

if he is assigned to work a ten (10) hour shift, he shall be paid

for the remainder of his shift.



2.          EMERGENCY WORK (CALL-IN):  When an employee is called

for emergency work, has completed his regular eight (8) hour

shift, and is eligible under Article IV for overtime pay, he

shall be paid a minimum of four (4) hours pay at the rate of time

and one-half (1-1/2).  If, upon completion of the first four (4)

hours of work on the emergency job the employee is required to

stay over for additional work, he shall be paid a minimum of an

additional four (4) hours pay at the rate of time and one-half (1-

1/2).




XXV.   SAFETY AND HEALTH

1.          The Company shall assume the responsibility imposed

in accordance with State Workers Compensation Laws for employees

who suffer injury or disease resulting from conditions on the

job.



2.          No employee shall knowingly be permitted to work on a

job which poses a recognized health hazard (including any

medically demonstrated sensitivity that would make continued

exposure to a substance with which he comes into contact in the

performance of his assigned job duties where continued exposure

to the substance would be detrimental to his health) unless

effective control measures (i.e., engineering and/or

administrative controls and, where appropriate, personal

protective equipment) have been provided.  No employee shall

knowingly perform any unsafe act that presents a danger either to

the employee or to others.  In the event that an individual

cannot perform a specific job function due to illness, injury or

physical sensitivity to substances present in the workplace, that

individual will be given suitable alternative work, if such work

is available, provided 

59

the employee provides the Company with a

statement from his physician confirming that, despite the

limitation that precludes him from performing his normal job

functions, he is fit to perform the job functions of the

available alternative work.  In addition, the Company may, in its

sole and unrestricted discretion, require that any employee

claiming to have a job related illness or injury or a physical

sensitivity that interferes with or precludes his performance of

the normal responsibilities of his position submit to an

examination by a physician chosen and paid for by the Company for

the purpose of obtaining independent medical verification of the

condition and any work limitations resulting from it.  In the

event no alternative work is available, "bumping" shall apply

unless the Company determines in its discretion that allowing the

employee to exercise "bumping" rights would be inconsistent with

the Company's overall interests of ensuring regulatory compliance

and product quality and integrity, and maximizing productivity,

efficiency and safety.  Employees who are transferred or bump

into positions pursuant to this Section that have lower wage

rates than their usual jobs shall be compensated at the higher

rate for one (1) month, and will thereafter be compensated at the

lower rate.



3.          The Company shall make available annually, to all

employees, a physical examination and pay for same.  The Health

and Safety Committee will help determine the protocol for

physical examinations.  The Company shall inform the Union of any

changes in the physicians or medical group performing the

physicals.  In addition to annual physical examinations, all

employees shall be required to participate and cooperate fully in

all medical surveillance programs deemed by the Company to be

necessary for compliance with applicable provisions of the Code

of Federal Regulations or other regulatory provisions, or any

other medical surveillance approved by the Health and Safety

Committee.

60




4.          The Company shall institute and maintain all

necessary precautions for safeguarding its employees against

conditions that the Company knows or should know are likely to be

harmful their health and safety.  Both the Company and the Union

recognize their mutual obligation to assist in the prevention,

correction, and elimination of all unhealthy and unsafe working

conditions and practices.



5.          There shall be established a joint labor-management

Health and Safety Committee consisting of two Union and two

Company representatives.  It shall hold meetings eight (8) times

per year at times and places mutually convenient and agreeable to

the representatives of the Union and the Company attending and

scheduled by or before December 31 of the year prior to the year

in which the meetings are to be held.  The purpose of such

meetings shall be to consider, review and/or provide

recommendations for workplace conditions and health and safety

related practices.  Members of the Committee shall also conduct

monthly tours of the Company's manufacturing facilities with

advance notice to and in cooperation with plant and departmental

Management.  Findings from these tours shall be reviewed at the

regular meetings of the Committee.  Union representatives shall

be compensated at their regularly assigned wage rate for

reasonable time spent in connection with the work of the

Committee.



6.               Any employee who is injured on the job, and who

must miss time from work on the day of the injury and (or the

following day) on the instructions of the Company physician or

other physicians acceptable to the Company, will be paid special

compensation pay up to the balance of the work day as well as the

following day.  Any employee who receives compensation pay for

this time period due to a claim from Workers' Compensation shall

not be eligible for special compensation pay.

61


7.          At least once each year, the parties will undertake

an industrial hygiene survey in the plants performed by a

certified industrial hygienist mutually acceptable to the Company

and the Union, and whose fee shall be paid by the Company.  A

Company representative and a Union representative shall accompany

such hygienist at all times during any on-site inspection

activities.  An unedited report of the survey shall be submitted

in writing to the Company and the Union.  At a mutually

established time, subsequent to the receipt of reports, the

Company and the Union will meet to review such reports and to

consider the findings.  The parties may conduct a second survey

in any year by mutual agreement.



8.          The Company and the Union agree that the Director of

OCAW's District Resource Center and the Company's Associate

director of Health and Safety shall meet and confer for the

purpose of developing a mutually acceptable protocol for a joint

training program on health and safety awareness for Barr's

bargaining unit employees.  It is agreed that the curriculum and

course content will be fully reviewed and approved in advance of

any training sessions, that the training sessions will be in

segments of no more than two (2) hours at a time and for a

cumulative total in any calendar year of no more than four (4)

hours, and that all such training sessions shall be scheduled at

mutually agreeable times and in such a way as to minimize any

disruption of the Company's production and any impact on the

Company's ability to ensure regulatory compliance, product

quality and integrity, productivity, efficiency and safety.  Any

further health and safety training deemed necessary by Management

will be provided by the Company.



9.          The Company will provide protective equipment

including waterproof boot coverings and outdoor clothing for

employees as required.

62


10.         The Company will reimburse employees in departments

where required and applicable, up to Seventy Dollars ($70.00) for

one pair of safety shoes upon completion of their probationary

period.  Employees will also be reimbursed for the cost of

replacement safety shoes, up to a maximum of Seventy Dollars

($70.00) upon turning in worn out safety shoes previously paid

for in whole or in part by the Company.



XXVI.       WASH UP TIME AND REST PERIODS

1.          There shall be a five (5) minute wash-up time in all

departments prior to the lunch period.



2.          For employees working an eight (8) hour shift, there

shall be a fifteen (15) minute rest period with the first four

(4) hours worked, and another fifteen (15) minute rest period

within the second four (4) hours worked.



XXVII.      TUITION REFUND PLAN


     The Company will reimburse an employee for up to $1,500 per

semester with a limit of two (2) semesters per contract year, for

tuition costs only.



     The course to be taken must be related to the employee's

job.  All courses must be taken at an accredited school approved

by the Company.  In order to qualify for this benefit, the

employee must apply to the Vice President Human Resources or her

designee at least six (6) weeks prior to the date on which the

tuition payment would be due, providing a detailed description of

the course to be taken and identifying the institution offering

it.  Such applications may be denied if the Company determines,

in its sole and unrestricted discretion, either that the course

is insufficiently related to the employee's job or that the

Company should not approve the school.

63


     It is further agreed that the employee in question must

attain a "B" average or better (or, in the case of approved

courses offered on a pass-fail basis, the employee must obtain a

passing mark in the course); and if the employee fails to attain

same, the Company will not reimburse such monies expended towards

tuition costs.  Enrollment is subject to the Company's prior

approval.



     It is further agreed that educational tuition shall be

available to all employees in the bargaining unit employed at

least one (1) year or more.



XXVIII.     LOCKOUTS AND STRIKES

1.          The Union shall not call or authorize any strike,

work stoppage, slowdown, sit-in or any other interference with

work, and the Employer shall not cause any lockout.  Where an

unauthorized strike, work stoppage, slowdown, sit-in or any other

interference with work occurs, the Union will make immediate

efforts to return the strikers to their respective jobs, and

shall request the strikers to cease any action which may affect

production.  The Employer agrees, in consideration of the

performance of the Union of the aforesaid undertakings, to

absolve the Union, its officers or agents, of any liability by

suit for damages for breach of contract, or of any kind or

character whatsoever.  It is distinctly understood and agreed

that the Union will not be held liable for any unauthorized or

outlaw strikes or the individual acts or actions of any employee

or group of employees, so long as the Union faithfully discharges

its duty as hereinbefore described to use its best efforts to

discourage such acts and to bring about their early cessation.



2.          Should any employee or group of employees engage in

any strike, work stoppage, slowdown, sit-in or any other

interference with work, the Employer shall have the right to

summarily discharge the aforesaid employee or groups of

employees.  In any such case, resort may 

64

be had to the grievance

procedure under Article XIII of this Agreement only to determine

the question of whether the disciplined employee did, in fact,

engage in the conduct of which he is accused.



3.          In the event the Union or any of its officers, agents

or members engage in conduct violative of Section 1 of this

Article, it is agreed that the Company may:



          (a)       Seek to enjoin such conduct in any appropriate State
     Court;


          (b)       Submit the matter to an arbitrator mutually agreed to

     by the Company and the Union or, in the absence of such

     agreement, an arbitrator chosen by the Company from a panel of

     five (5) arbitrators obtained from the American Arbitration

     Association; and



          (c)       Seek any other legal, equitable, administrative,

     judicial or contract remedies available to the Company under law.



XXIX.       BIDDING AND POSTING


1.          All job vacancies shall be posted on all bulletin

boards in all Company production facilities for three (3) days,

exclusive of Saturday, Sunday, and paid holidays provided for in

Article XV of this Agreement.  Qualifications will be determined

by seniority and ability to perform the job.  The Company has

sole and unrestricted discretion to determine who, among two (2)

or more qualified candidates is the best qualified to perform the

work of the position in such a manner as to maximize the

contributions of the position to the Company's overall interests

of ensuring regulatory compliance and product quality and

integrity, and maximizing productivity, efficiency and safety.

In evaluating the qualifications of candidates, the Company will

take into full 

65

consideration the employee's past performance,

demonstrated skills, disciplinary record, and over-all

competency.  Among equally qualified bidders, seniority shall

control.



     An employee bidding on a job shall give the job bid to the

Human Resources Department which shall notify the chief steward

as soon as bidding is closed.  The Company shall interview all

bidders within five (5) working days from the end of the posting

date.  Within three (3) days of the close of interviewing of

bidders, or as soon as any labor-management dispute is resolved,

the Company shall notify the steward and award the bid.  Upon

request by the steward, the Company will provide a written

explanation of why an employee was not awarded the job.



     Proficiency, aptitude, manual dexterity, and/or other

scientifically developed and validated testing developed in-house

or from other sources will, to the extent deemed helpful by the

Company in its sole and unrestricted discretion, be administered

to bidders to determine their suitability for training and

performance.  Such tests shall be related to those skills and

qualifications necessary to the position.  Any employee who has

previously worked for at least six (6) months and demonstrated

proficiency in a position on which he seeks to bid shall not be

required to take any mechanical aptitude test administered to

other bidders for the job to demonstrate qualification for that

job.  Discriminatory administration of tests will be subject to

the Union Grievance procedure.  If the bidding employee fails the

proficiency or aptitude test for the relevant position, that

employee shall not be entitled to bid on that position or other

positions requiring similar qualifications for a period of one

(1) year.



     In order to assist incumbent bargaining unit employees who

for any reason anticipate that they may have difficulty in

performing well enough on aptitude tests utilized by the Company

to determine qualifications of job bidders, the Company agrees

that it will offer a basic skills training course 

66

(covering reading and math skills) to all interested employees at least

twice a year.  Attendance at such training course shall be

entirely voluntary, on the participating employee's own time, and

uncompensated.



     In general, aptitude tests (designed to test a candidate's

knowledge, skills and abilities for performance of job

functions), when administered, will be given to candidates prior

to selection of an employee to fill a job and used to assess the

candidate's capabilities for completing training and successfully

performing the job.  Proficiency testing may be used to assess

job knowledge at the preselection stage, where prior experience

and/or specific job knowledge are prerequisites to selection for

a job, or after the completion of training to assess whether the

employee has acquired sufficient job knowledge through training

to be able to perform the responsibilities of the job

successfully.  Testing for aptitude and proficiency will be

limited to testing for knowledge, skills and abilities necessary

for successful job performance, and the Union agrees that

selection procedures meet this criterion if professionally

developed and validated in accordance with the Principles for

Validation and Use of Personnel Selection Procedures issued by

the Society for Industrial and Organizational Psychology.

Further, tests that have been in recent use in the Company's

employee selection procedures shall be presumed to meet this

criterion until new, professionally developed tests are

available.



     A successful bidder must be transferred to his new position

within fifteen (15) days.  If transfer to the new position takes

longer than fifteen (15) days, he/she will in any event, be

entitled to the higher rate of pay (if a higher rate is otherwise

applicable under the terms of this Agreement) effective fifteen

(15) days after an award.  An employee who successfully bids on a

higher rated job will receive the 3-month rate for that job or

their current rate, whichever is higher, and will progress

through the wage schedule thereafter.

67


     In the event that none of the bidding employees are

qualified for the available position, the Company may go outside.



     Each employee shall be eligible for only one successful

lateral bid per year.  In addition, each employee shall be

eligible for only two (2) successful upgrade bids in a calendar

year.  But, in no event, shall any employee be eligible for more

than two (2) successful bids in one (1) calendar year.

Therefore, an employee who has successfully bid laterally shall

be allowed only one (1) upgrade bid.



     If a bidding employee refuses an award, that employee shall

not be entitled to bid on any other job for a period of one (1)

year.



     Any employee selected for a new position in accordance with

this Article shall be on probation which will not last more than

ninety (90) days, to demonstrate the necessary skill, ability and

physical capability to learn and perform all aspects of the work

in a satisfactory manner consistent with the Company's overall

interests of ensuring regulatory compliance and product quality

and integrity, and maximizing productivity, efficiency and

safety.  Such probationary period may be extended for an

additional thirty (30) days on mutual agreement between the Union

and the Company.  At any time during the probationary day period

the Company may elect to return the employee to his old job and

is under no obligation to retain in the position an employee who

has been determined by the Company to be unsatisfactory for any

reason.



     In the event that an employee awarded a bid is not

successful during the probationary period (i.e., performance is

deemed by the Company to be unacceptable or employee decides to

return to previous position), the Company shall award the job to

the next senior bidder whose name appears on the original bid

list, assuming that such employee is deemed by the Company to be

qualified for the 

68

new position.  After exhausting those employees

deemed by the Company to be qualified on the original bid list,

the Company, in its sole and unrestricted discretion, may fill

the position by hiring from among applicants from outside the

Company.



     Any employee who voluntarily returns to his old job during

the probationary period shall not be eligible to bid on any new

job for a period of twelve (12) months.



     New employees shall not be permitted to bid on any new job

until they successfully complete their probationary period.




XXX.   CREDIT UNION CHECK-OFF

1.          In a manner and to the extent permitted by law, the

Company agrees to deduct each week from the wages of each of its

employees who are members of the Union and who have voluntarily

authorized same, the prescribed credit union deductions and to

remit the same monthly to the Union.  Each authorization shall be

in writing, signed by the employees, and shall be delivered by

the Union to the Company.  The Union agrees to indemnify and save

the Company harmless from any and all claims and/or disputes

arising out of the Company's actions in compliance with this

provision.



2.          The Company agrees to allow payroll deductions for

the Local 8-149 OCAW Federal Credit Union.  Such deductions, if

elected by employee, are to be made on a weekly basis and

remitted on a monthly basis.



XXXI.       401(k) PLAN (EMPLOYEE SAVINGS AND RETIREMENT PLAN)

1.          The employees may elect to contribute two percent

(2%) of annual straight time wages and have the option of

contributing up to twelve percent (12%) of annual straight time


69

wages according to the by-laws of the plan.  The Company agrees

to match at one hundred percent (100%) the first two percent (2%)

of each participating employee's annual straight time wages

contributed to the plan.



2.          The Company guarantees past service credit for

vesting purposes only for employees hired prior to July 1, 1983.

The minimum vesting schedule shall be as follows unless changed

by Federal Regulations:



           20% after 1st year of service

           40% after 2nd year of service

           60% after 3rd year of service

           80% after 4th year of service

          100% after 5th year of service



If an employee quits or is terminated, he shall receive all of

his contribution and interest earned pursuant to the above

schedule.



3.          An employee must be eighteen (18) years of age or

older in order to be eligible to participate in the employee

401(k) Plan.



4.          All employees hired before October 23, 1978 will

receive a one-time severance pay as follows:



          (a)       Two percent (2%) of their straight-time pay earned

     since they began working with Barr until July 1, 1983.

70


          (b)       Collect a lump sum at age 55 or upon retirement, if

     they retire after age 55 at their option.



          (c)       Provided they are employed as of July 1, 1984.


5.          The plan shall be attached hereto and become a part
hereof.


6.          The Company will notify the Union in advance and

discuss any changes in the 401(k) Plan.  Any such changes will

not have retroactive effect.  The Company and the chief shop

steward will regularly educate the employees in regard to the

401(k) Plan.



XXXII.      SUCCESSORS AND ASSIGNS

     This Agreement will be binding upon successors and/or

assigns and shall survive any sale, change of name or

reorganization.



XXXIII.     SEVERANCE PAY

     Employees who are permanently laid off or who retire at age

59-1/2 or after, shall be eligible to receive severance pay as

follows:



          0 but less than 1 Year of Service       None

          1 Year of Service
          but less than 2 Years of Service        1 Week

          2 Years of Service
          but less than 5 Years of Service        2 Weeks

          5 Years of Service
          but less than 8 Years of Service        4 Weeks

          8 Years of Service
          but less than 10 Years of Service       6 Weeks

71

          10 Years of Service
          but less than 12 years of Service       8 Weeks

          12 Years of Service and over           10 Weeks


     Pay for each week of severance entitlement shall be paid at

forty (40) hours per week at the employee's straight time rate.

"Permanent layoff" as used in this Section shall mean a layoff

that is contemplated by the Company at the time it is implemented

to result, or does in fact result, in the affected employee

losing work for a period of one (1) year or more.  Severance pay

as hereinbefore provided shall be payable within ten (10) days of

the anniversary of the effective date of the employee's layoff,

except that severance pay for employees laid off prior to the

effective date of this Agreement shall be payable within ten (10)

days after the second anniversary of their layoffs.  Permanently

laid off employees entitled to severance pay pursuant to this

Article may request early payment of their severance pay benefits

within sixty (60) days of their layoff (or, in the case of

employees laid off prior to the effective date of this Agreement,

within fourteen (14) months of their layoff), and severance pay

in such cases shall be payable within ten (10) days of the

Company's receipt of the request.



XXXIV.      DURATION AND TERMINATION

     This Agreement shall be in full force and effect, commencing

April 1, 1996 up to and including March 31, 2001, and shall

automatically renew itself from year to year thereafter, but

either party may terminate it or propose modifications or

amendments at the end of the contract expiration date and the end

of each year thereafter, by giving the other party written notice

by registered mail no earlier than ninety (90) days nor later

than sixty (60) days before each automatic renewal date.

72


     It is agreed that all rights and obligations arising under

or provided in this Agreement shall expire on its termination

date.



     IN WITNESS WHEREOF, the parties hereto have set their hands

the day and year first above written.


                              OIL, CHEMICAL AND ATOMIC WORKERS
                              INTERNATIONAL UNION, LOCAL 8-149,
                              AFL-CIO
                              
                              
                              
                              By           /s/ Mark Dudzic
                                   Its     President, O.C.A.W. Local 8-149
                              
                              
                              BARR LABORATORIES, INC.
                              
                              
                              
                              By            /s/ Catherine F. Higgins
                                            Vice President Human Resources

COMMITTEE:


By   /s/ Raymond Stever


By   /s/ Brian Kopac


By   /s/ Jean Lahens


By   /s/ Larry Graham, Int'l Representative, O.C.A.W. Local 8-149

73