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                              HERCULES INCORPORATED
                       COMPENSATION BENEFITS GRANTOR TRUST
                       AGREEMENT FOR MANAGEMENT EMPLOYEES

      THIS AGREEMENT, made as of the 1st day of July, 1989, between Hercules
Incorporated, a Delaware corporation (the "Company"), and Wilmington Trust
Company, a Delaware bank and trust company (the "Trustee").

                                   WITNESSETH:

      WHEREAS, the Company has incurred and expects to continue to incur certain
unfunded benefit liability to or with respect to certain management employees
pursuant to the terms of 1) the Hercules Incorporated Deferred Compensation Plan
(a copy of which is appended hereto as Exhibit A), 2) the Hercules Incorporated
Nonqualified Supplemental Retirement Plan (a copy of which is appended hereto as
Exhibit B), 3) the Hercules Incorporated Phantom Stock Plan (a copy of which is
appended hereto as Exhibit C), and 4) other retirement income or employment
agreements between the Company and certain management employees, payments under
which may not be made pursuant to the Hercules Incorporated Retirement Income
Plan (copies of which presently existing agreements or lists of the individual
management employees covered thereby that include descriptions of the amount of
the Company's liability to each such management employee are appended hereto as
exhibit D, provided herewith to the Trustee, and copies of any which future
agreements, or lists, as described above, of the individual management employees
covered thereby, shall be provided promptly to the Trustee once they have been
entered into) (each plan or agreement of any of the types listed above
hereinafter respectively a "Plan" and collectively the "Plans"); and

      WHEREAS, the Company desires to provide additional assurance to such
management employees (the "Participants") and their surviving spouses,
beneficiaries or estates under the Plans (collectively, the "Beneficiaries")
that their unfunded retirement benefit rights under the Plans will be in the
future be met or substantially met by application of the procedures set forth
herein; and

      WHEREAS, the Company wishes to establish with the Trustee separate
accounts (hereinafter the "Accounts") with respect to the Participants in each
Plan in order to provide a source of payments as such are required under the
terms of such Plan;

      NOW, THEREFORE, in consideration of the premises and mutual and
independent promises herein, the parties hereto covenant and agree as follows:

                                    ARTICLE I

      For purposes of this Agreement, the following terms have the meanings
      indicated:


      1.1 "Acquiring Person" shall mean any Person (as such term is hereinafter
      defined) who or which, together with all Affiliates and Associates (as
      such terms are hereinafter defined) of such Person, shall become the
      Beneficial Owner (as such term is hereinafter defined) of 20% or more of
      the Common Shares (as such term is hereinafter defined) then outstanding,
      but shall not include the Company, any wholly-owned Subsidiary (as such
      term is hereinafter defined) of the Company or any employee benefit plan
      of the Company or of any Subsidiary, or an entity holding Common Shares
      for or pursuant to the terms of any such plan.

      1.2 "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), as in effect on the date of this Agreement.

      1.3 A Person shall be deemed the "Beneficial Owner" of and shall be deemed
      to "beneficially own" any securities:

          (i)   which such Person or any of such Person's Affiliates or
                Associates beneficially owns, directly or indirectly:
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      (ii)  which such Person or any of such Person's Affiliates or Associates
            has (A) the right to acquire (whether such right is exercisable
            immediately or only after the passage of time) pursuant to any
            agreement, arrangement or understanding, or upon the exercise of
            conversion rights, exchange rights, rights (other than the preferred
            share purchase rights created pursuant to the Rights Agreement,
            dated as of June 24, 1987, between the Company and Manufacturer's
            Hanover Trust Company [hereinafter the "Rights"]), warrants or
            options, or otherwise; provided, however, that a Person shall not be
            deemed the Beneficial Owner of, or to beneficially own, securities
            tendered pursuant to a tender or exchange offer made by or on behalf
            of such Person or any of such Person's Affiliates or Associates
            until such tendered securities are accepted for purchase; or (B) the
            right to vote pursuant to any agreement, arrangement or
            understanding; provided, however, that a Person shall not be deemed
            the Beneficial Owner of, or to beneficially own, any security if the
            agreement, arrangement or understanding to vote such security (1)
            arises solely from a revocable proxy or consent given to such Person
            in response to a public proxy or consent solicitation made pursuant
            to, and in accordance with, the applicable rules and regulations of
            the Exchange Act and (2) is not also then reportable on Schedule 13D
            under the Exchange Act (or any comparable or successor report); or

      (iii) which are beneficially owned, directly or indirectly, by any other
            Person with which such Person or any of such Person's Affiliates or
            Associates has any agreement, arrangement or understanding for the
            purpose of acquiring, holding, voting, (except to the extent
            permitted by subparagraph (ii) (B) of this definition) or disposing
            of any securities of the Company.

1.4   "Board of Directors" shall mean the Board of Directors of the Company.

1.5   The occurrence of a "Change in Control Event" shall mean the occurrence of
      any Person (as such term is hereinafter defined) becoming an Acquiring
      Person.

1.6   "Common Shares" shall mean shares of Common Stock, without par value, of
      the Company.

1.7   "Person" shall mean any individual, firm, corporation or other entity, and
      shall include any successor (by merger or otherwise) of such entity.

1.8   The occurrence of a "Solicited Change in Control Event" shall mean the
      occurrence of any Change in Control Event which is other than an
      Unsolicited Change in Control Event (as such term is hereinafter defined.)

1.9   "Subsidiary" of any Person shall man any corporation or other entity of
      which a majority of the voting power of the voting equity securities or
      equity interests is owned, directly or indirectly, by such Person.

1.10  "Transfer Date" shall mean the date of occurrence of the transfer of cash
      or other assets by the Company to the Trustee described in Section 2.3 of
      this Agreement.

1.11  "Trust" shall mean the trust established pursuant to this Agreement.

1.12  The occurrence of an "Unsolicited Change in Control Event" shall mean the
      occurrence of any Change in Control Event which is not initiated by the
      Company and is of such nature that would require such Change in Control
      Event to be reported in response to

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      Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
      Act, as in effect on the date of this Agreement.

                                   ARITCLE II

2.1 The Company hereby transfers to the Trustee the sum of Ten Dollars ($10.00).
The Trustee hereby accepts and agrees to hold, in trust, in accordance with the
provisions of this Agreement, such sum of Ten Dollars ($10.00) plus such
additional sums of money and such property acceptable to the Trustee as shall
from time to time be paid or delivered to the Trustee and the earnings and
profits thereon. All such money and property, all investments made therewith and
proceeds thereof, less the payments or other distributions which, at the time of
reference, shall have been made by the Trustee, as authorized herein, are
referred to herein as the "Fund."

2.2 The Trustee shall hold, manage, invest and otherwise administer the Fund
pursuant to the terms of this Agreement. The Trustee shall be responsible only
for contributions actually received by it hereunder. The amount and frequency of
each contribution of the Company to the Fund shall be determined in the sole
discretion of the Company and the Trustee shall have no duty or responsibility
with respect to such determination.

2.3 Within a period of not more than five (5) business days following the
occurrence of an Unsolicited Change in Control Event, as certified by the
Secretary or an Assistant Secretary of the Company to the Treasurer or an
Assistant Treasurer of the Company, the Company will transfer to the Trustee
cash or other assets in an amount equal to the present value (using a discount
factor equal to the average effective interest yield of U.S. Treasury
obligations maturing not less than nine (9) years and six (6) months and not
more than ten (10) years and six (6) months following the date of such
occurrence) of all benefits payable to the Participants and the Beneficiaries
pursuant to the Plans as of the date of such Unsolicited Change in Control
Event. In the event that the Company shall thereafter determine that the amount
so transferred to the Trustee (the "Transfer Amount") was less than such present
value as of such date, the Company shall transfer to the Trustee as promptly as
possible thereafter an additional amount equal to the difference between such
present value and the Transfer Amount.

2.4 Commencing on the Transfer Date, the Trustee shall maintain in an equitable
manner a separate Account for each Participant under each Plan (which Plans,
including any future amendments thereto, are by this reference expressly
incorporated herein and made a part hereof) in which it shall keep a separate
record of the share of such Participant under such Plan in the Fund. Also
commencing on the Transfer Date, the Fund shall be revalued by the Trustee as of
the last business day of each calendar quarter at current market values, as
determined by the Trustee, and the Company and each Participant in each Plan or
Beneficiary of such Participant with respect to whom a separate Account has been
established shall receive from the Trustee a quarterly statement of such Account
with respect to such plan.

2.5 The Trust is intended to be a trust of which the Company is treated as the
owner for federal income tax purposes in accordance with the provisions of
Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the
"Code"). If the Company, in its sold discretion, deems it necessary or advisable
for the Company and/or the Trustee to undertake or refrain from undertaking any
actions (including, but not limited to, making or refraining from making any
elections or filings) in order to ensure that the Company is at all times
treated as the owner of the Trust for federal income tax purposes, the Company
and/or Trustee will undertake or refrain from undertaking (as the case may be)
such actions.

2.6 The Trust shall be irrevocable; provided, however, that (a) the Trust may be
amended at any time and to any extent by a written instrument executed by the
Trustee and the Company, except that no such amendment may be made to make the
Trust revocable, (b) the Trust may be so amended prior to the occurrence of a
Change in Control Event to provide that the Company shall not be obligated to
provide additional funding to the Trust in the event of the occurrence of a
Change in Control Event, and (c) the Trust may be so amended as necessary either
to obtain a favorable ruling from the Internal Revenue Service with respect to
the tax consequences of the

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establishment and settlement of the Trust, or to make nonsubstantive changes
which have no effect on the amount of any Participant's or Beneficiary's
benefits, the time of receipt of benefits, the identity of any recipient of
benefits, or the reversion of any assets to the Company prior to the Trustee's
satisfaction of all of its obligations hereunder. In the event that the Plans
are terminated and there are no remaining Participants or beneficiaries entitled
to benefits thereunder, the Trust shall terminate and title to any remaining
assets shall revert to the Company.

                                   ARTICLE III

3.1 Notwithstanding any provision in this Agreement to the contrary, if at any
time while the Trust is still in existence the Company becomes insolvent (as
defined herein), the Trustee shall upon written notice thereof suspend the
payments of all benefits from the Fund and shall thereafter hold the Fund in
suspense until it receives a court order directing the disposition of the Fund.
The Company shall be considered to the insolvent if (a) it is unable to pay its
debts as they fall due or (b) bankruptcy or insolvency proceedings are initiated
by its creditors or the Company or any third party under the Bankruptcy Code, 11
U.S.C. Section 101 et. seq., as amended, alleging that the Company is insolvent
or bankrupt, and such proceedings shall remain undismissed or unstayed and in
effect for a period of sixty (60) consecutive days. By its approval and
execution of this Agreement, the Company represents and agrees that the Board of
Directors and the Company's chief executive officer, as from time to time
acting, shall have the fiduciary duty and responsibility on behalf of the
Company's creditors to give the Trustee prompt written notice of any event of
the Company's insolvency, and the Trustee shall be entitled to rely thereon to
the exclusion of all directions or claims to pay benefits thereafter made.
Absent such notice, the Trustee shall have no responsibility for determining
whether or not the Company has become insolvent. If after an event of
insolvency, the Company later becomes solvent without the entry of a court order
concerning the disposition of the Fund, the Company shall by written notice so
inform the Trustee and the Trustee shall thereupon resume all its duties and
responsibilities under this Agreement without regard for this Section 3.1 until
and unless the Company again becomes insolvent as such term is defined herein.

                                   ARTICLE IV

4.1 Commencing on the Transfer Date, the Trustee shall maintain all the Plan
Participant records contemplated by this Agreement. All such records shall be
made available to the Company promptly upon the Company's request. The Trustee
shall also prepare and distribute the quarterly statements of Account referred
to in Section 2.4 hereof, and shall be responsible for information with respect
to payments to Participants and their Beneficiaries and shall perform such other
duties and responsibilities as the Company and the Trustee agree is necessary or
advisable to achieve the objectives of this Agreement.

4.2 Commencing on the Transfer Date, the Company shall determine and furnish to
the Trustee all relevant information regarding benefits payable to or with
respect to each Participant in each Plan, including any benefits payable after
the Participant's death and the recipient of same. The Company shall regularly,
at least annually, furnish revised, updated information to the Trustee.

4.3 Upon the proper application of a Participant or Beneficiary of a deceased
Participant, the Trustee shall prepare a certification to the Company and to
such Participant or Beneficiary that a Participant's benefits under a Plan have
become payable. Such certification shall include the amount of such benefits,
the manner of payment and the name, address and social security number of the
recipient and shall be updated annually or upon receipt by the Trustee from the
Company of a notice of a benefit change under a Plan.

4.4 Following the preparation of such certification, the Trustee shall make or
commence payments to such Participant or Beneficiary (and to the Company with
respect to taxes required to be withheld from such payments), in accordance with
such Plan; provided, however, that before the Trustee makes or commences any
such payment, the Trustee shall request, in writing, the Company's agreement
that the certification is accurate with respect to the amount, fact, and time of
payment. If the Company, in a writing delivered to the Trustee, agrees with such
certification in

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all respects, or if the Company does not respond to the Trustee's request within
fifteen (15) days after receipt of such request, the Trustee shall make payment
in accordance with such certification. If the Company advises the Trustee in
writing on or before the fifteenth (15th) day deadline that it does not agree
that such Participant or Beneficiary is entitled to payment under such Plan, the
Trustee immediately shall take whatever steps it deems appropriate to attempt to
resolve the disagreement between it and the Company. If, however, the Trustee is
unable to resolve such differences to its satisfaction within sixty (60) days
after the Company's receipt of the above-referenced request, the Trustee shall
make such payments at such time and in such form and manner as the Trustee, in
its reasonable discretion, determines will best carry forth the purposes of the
Trust. The Trustee shall be fully protected in making or refraining from making
any payments in accordance with the provisions of this Section 4.4. The Company
shall have full responsibility for the payment of all withholding taxes to the
appropriate taxing authority and shall furnish each Participant or Beneficiary
with the appropriate tax information form evidencing such payment and the amount
thereof.

4.5 All benefits payable from the Fund to a Participant or his Beneficiary under
a Plan shall be paid solely from the Account of such Participant established
under such Plan and in accordance with such Plan. Upon the satisfaction of all
Company liabilities under a Plan to a Participant and Beneficiary for whom an
Account has been established hereunder, the Trustee shall prepare a
certification to the Company showing the balance, if any, remaining in such
Participant's Account under such Plan. Such balance shall thereupon be
reallocated ratably by the Trustee to the Accounts of Participants and
Beneficiaries being continued under such Plan in the ratio that liabilities in
respect of each such Participant and Beneficiary under such Plan bear to the
total liabilities to all such Participants and Beneficiaries under such Plan.
Upon the satisfaction of all liabilities under a Plan in respect of Participants
and Beneficiaries for whom Accounts have been established under a Plan, the
Trustee shall prepare a certification to the Company showing the balance, if
any, remaining in the Accounts under such Plan. Such balance shall thereupon be
reallocated ratably by the Trustee to the Accounts of Participants and
Beneficiaries under the other Plans covered by this Agreement in the ratio that
liabilities in respect of each such Participant and Beneficiary under each such
Plan bear to the total liabilities to all such Participants and Beneficiaries
under each such Plan. Upon satisfaction of all liabilities of the Company under
the Plans to Participants and Beneficiaries for whom Accounts have been
established hereunder, the Trustee shall prepare a certification to the Company
and shall thereupon hold or distribute the Fund in accordance with the written
instructions of the Company. At no time prior to the Company's insolvency, as
defined in Section 3.1, or the satisfaction of all liabilities of the Company
under the Plans in respect of Participants and Beneficiaries having Accounts
hereunder shall any part of the Fund revert to the Company. The Trustee shall
have no responsibility for determining whether any Participant or Beneficiary
has died and shall be entitled in that regard to rely upon information furnished
by the Company.

4.6 The Company reserves the right to transfer to the Fund paid-up life
insurance, retirement income or annuity policies or contracts on or for the life
of any Participant for whom an Account has been established hereunder or to
direct the Trustee to purchase any such policies or contracts on or for the life
of any such Participant out of the amounts to the credit of his Account under
any of the Plans. Any such policy or contract shall be an asset of the Fund
subject to the claims of the Company's creditors in the event of insolvency, as
specified in Section 3.1. The proceeds of any life insurance policy shall upon
the death of the insured Participant be credited to his Account under the
applicable Plan and shall be an additional source of benefits, if any, payable
to his Beneficiary. If no such Beneficiary survives the Participant, or upon the
Death of the Beneficiary, any balance remaining to the credit of such
Participant's Accounts in accordance with Section 4.5.

4.7 Nothing provided in this Agreement shall relieve the Company of its
liabilities to pay the retirement benefits provided under the Plans except to
the extent such liabilities are met by applications of Fund assets. It is the
intent of the Company to have each Account established hereunder treated as a
separate trust designed to satisfy in whole or in part the Company's liability
under the Plans in respect of the Participant for whom such Account has been
established. The

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Company, therefore, agrees that all income, deductions and credits of each such
Account belong to it as owner for federal and state income tax purposes and will
be included on the Company's federal and state income tax returns.

4.8 In the event any Participant or his Beneficiary is determined to be subject
to federal or state income tax on any amount to the credit such Participant's
Account under this Agreement prior to the time of payment hereunder, the entire
amount determined to be so taxable shall be distributed by the Trustee to such
Participant or Beneficiary. An amount to the credit of a Participant's Account
shall be determined to be subject to federal or state income tax upon the
earliest to occur of:

      (a) a final determination by the Internal Revenue Service addressed to the
Participant or his Beneficiary which is not appealed to the courts; or

      (b) a final determination by the United States Tax Court or any other
Federal court affirming any such determination by the Internal Revenue Service;
or

      (c) an opinion of counsel for the Company addressed to the Company and the
Trustee, that, by reason of Treasury Regulations, amendments to the Code,
published Internal Revenue Service rulings, court decisions or other substantial
precedent, amounts to the credit of the Participant's Account hereunder are
subject to federal or state income tax prior to payment; provided that any such
Participant or Beneficiary shall be entitled to challenge any such opinion of
counsel in any court of competent jurisdiction.

                                    ARTICLE V

5.1 The Company shall provide the Trustee with copies of each of the Plans and
of all amendments thereto promptly upon their adoption. The Trustee may rely on
any certification, notice or direction of the Company that the Trustee
reasonably believes to have been signed by a duly authorized officer or agent of
the Company. The Trustee shall have no responsibility for acting or not acting
in reliance upon any notification reasonably believed by the Trustee to have
been so signed.

5.2 The Company shall make its contributions to the Trust in accordance with
appropriate corporate action and the Trustee shall have no responsibility with
respect thereto, except to add such contributions to the Fund.

5.3 The Company shall indemnify and hold harmless the Trustee for any liability
or expenses, including, without limitation, advances for or prompt reimbursement
of reasonable fees and expenses of counsel and other agents retained by it,
incurred by the Trustee with respect to holding, managing, investing or
otherwise administering the Fund, other than by the Trustee's negligence or
willful misconduct.

                                   ARTICLE VI

6.1 The Trustee shall not be liable in discharging its duties hereunder,
including, without limitation, its duty to invest and reinvest the Fund, if it
acts in good faith, in a manner reasonable and equitable in view of the interest
of the Participants and the Beneficiaries, and in a manner in which persons of
ordinary prudence, diligence, discretion and judgment would act in the
management of their own affairs, and in accordance with the terms of this
Agreement and any applicable Federal or state laws, rules or regulations.

6.2 Subject to investment guidelines agreed to in writing from time to time by
the Company and the Trustee, the Trustee shall have the power in investing and
reinvesting the Fund in its sole discretion:



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            (a) To invest and reinvest in any property, real, personal or mixed,
      wherever situated and whether or not productive of income or consisting of
      wasting assets, including without limitation, common and preferred stock,
      bonds, notes, debentures, leasehold, mortgages, certificates of deposit or
      demand or time deposits (including any such deposits with the Trustee),
      shares of investment companies and mutual funds, interests in partnerships
      and trusts, insurance policies and annuity contracts, and oil, mineral or
      gas properties, royalties, interests or rights, without being limited to
      the classes of property in which trustees are authorized to invest by any
      law or any rule of court of any state and without regard to the proportion
      any such property may bear to the entire amount of the Fund;

            (b) To retain any property at any time received by the Trustee;

            (c) To sell or exchange any property held by it at public or private
      sale, for cash, to grant and exercise options for the purchase or exchange
      thereof, to exercise all conversion or subscription rights pertaining to
      any such property and to enter into any covenant or agreement to purchase
      any property in the future;

            (d) To participate in any plan of reorganization, consolidation,
      merger, combination, liquidation or other similar plan relating to
      property held by it and to consent to or oppose any such plan or any
      action thereunder or any contract, lease, mortgage, purchase, sale or
      other action by any person;

            (e) To deposit any property held by it with any protective,
      reorganization or similar committee, to delegate discretionary power
      thereto, and to pay part of the expenses and compensation thereof and any
      assessments levied with respect to any such property so deposited;

            (f) To hold uninvested any moneys received by it, without liability
      for interest thereon, until such moneys shall be invested, reinvested or
      disbursed;

            (g) To exercise all voting or other rights with respect to any
      property held by it and to grant proxies, discretionary or otherwise;

            (h) To employ suitable agents and counsel, and to pay their
      reasonable expenses and compensation from the Fund to the extent not paid
      by the Company;

            (i) To cause any property held by it to be registered and held in
      the name of one or more nominees, with or without the addition of words
      indicating that such securities are held in a fiduciary capacity, and to
      hold securities in bearer form;

            (j) To settle, compromise or submit to arbitration any claims, debts
      or damages due or owing to or from the Trust, respectively, to commence or
      defend suits or legal proceedings to protect any interest of the Trust,
      and to represent the Trust in all suits or legal proceedings in any court
      or before any other body or tribunal; provided, however, that the Trustee
      shall not be required to take any such action unless it shall have been
      indemnified by the Company to its reasonable satisfaction against
      liability or expenses it might incur therefrom;

            (k) To execute and deliver all instruments which will accomplish or
      facilitate the exercise of the powers vested in the Trustee;

            (l) Generally, to do all acts, whether or not expressly authorized,
      that the Trustee may reasonably deem necessary or desirable for the
      protection of the Fund.

Notwithstanding the foregoing, the Trustee shall upon the written direction of
the Company invest all or part of the amount to the credit of any Participant's
Account in a commercial annuity, retirement income or life insurance policy or
contract selected by the Company and the Trustee shall have no responsibility
for any such investment other than as owner and custodian thereof. The Trustee
shall not have the power to

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purchase, exchange, or otherwise deal with or dispose of any assets of the Fund
for less than adequate and full consideration in money or money's worth.

      6.3 The Trustee shall distribute cash or property from the Fund in
      accordance with Article IV hereof. The Trustee may make any distribution
      required hereunder by mailing its check for the specified amount, or
      delivering the specified property, to the person to whom such distribution
      or payment is to be made, at such address as may have been last furnished
      to the Trustee, or if no such address shall have been so furnished, to
      such person in care of the Company, or (if so directed by the Company) by
      crediting the account of such person or by transferring funds to such
      person's account by bank or wire transfer.

      6.4 If at any time there is no person authorized to act under this
      Agreement on behalf of the Company, the Board of Directors or its designee
      or designees shall have the authority to act hereunder.

                                   ARTICLE VII

      7.1 While given assets remain part of the Fund, the Company shall pay any
      federal, state or local taxes on such assets, or any part thereof, and on
      the income therefrom.

      7.2 The Company shall pay to the Trustee its reasonable expenses for the
      management and administration of the Fund, including without limitation,
      advances for or prompt reimbursement of reasonable expenses of counsel and
      other agents employed by the Trustee, and reasonable compensation for its
      services as Trustee hereunder, the amount of which shall be agreed upon
      from time to time by the Company and the Trustee in writing. Such expenses
      and compensation shall be payable to the Trustee by the Company, and
      unless and until paid by the Company shall be a charge on the Fund and
      shall constitute a lien thereon in favor of the Trustee.

                                  ARTICLE VIII

      8.1 The Trustee shall maintain records with respect to the Fund that show
      all its receipts and disbursements hereunder. The records of the Trustee
      with respect to the Fund shall be open to inspection by the Company, or
      its representatives, at all reasonable times during normal business hours
      of the Trustee, and may be audited not more frequently than once each
      fiscal year by an independent certified public accountant engaged by the
      Company.

      8.2 Within a reasonable time after the close of each fiscal year of the
      Company (or, in the Trustee's discretion, at more frequent intervals), or
      upon any termination of the duties of the Trustee hereunder, the Trustee
      shall prepare and deliver to the Company a statement of transactions
      reflecting its acts and transactions as Trustee during such fiscal year,
      portion thereof or during such period from the close of the last fiscal
      year or last statement period to the termination of the Trustee's duties,
      respectively, including a statement of the then current value of the Fund.
      The Trustee shall also prepare and furnish to the Company a statement of
      the then current value of each Account.

                                   ARTICLE IX

      9.1 The Trustee may resign at any time by delivering written notice
      thereof to the Company; provided, however, that no such resignation shall
      take effect until the earlier of (i) sixty (60) days from the date of
      delivery of such notice to the Company or (ii) the appointment of a
      successor trustee.

      9.2 The Trustee may be removed at any time by the Company upon sixty (60)
      days written notice of such removal, unless such notice period is waived
      in whole or in part by the Trustee.

      9.3 Upon the resignation or removal of the Trustee, a successor trustee
      shall be appointed by the Company. Such successor trustee shall be a bank
      or trust company established under the laws

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      of the United States or a State within the United States. Such appointment
      shall take effect upon the delivery to the Trustee of (a) a written
      appointment of such successor trustee, duly executed by the Company, and
      (b) a written acceptance by such successor trustee, duly executed thereby.
      Any successor trustee shall have all the rights, powers and duties granted
      the Trustee hereunder.

      9.4 If, within sixty (60) days of either the delivery of the Trustee's
      written notice of resignation or the Trustee's receipt of the written
      notice of removal, a successor trustee shall not have been appointed, the
      Trustee may apply to any court of competent jurisdiction for the
      appointment of a successor trustee.

      9.5 Upon the resignation or removal of the Trustee and the appointment of
      a successor trustee, and after the acceptance and approval of its account,
      the Trustee shall transfer and deliver the Fund to the successor. Under no
      circumstances shall the Trustee transfer or deliver the Fund to any
      successor which is not a bank or trust company as hereinabove defined.

                                    ARTICLE X

      10.1 The Trust established pursuant to this Agreement may not be
      terminated by the Company prior to the satisfaction of all liabilities
      with respect to all Participants in the Plans and their Beneficiaries.
      Upon receipt of a written certification from the Trustee that all
      liabilities have been satisfied with respect to all Participants in the
      Plans and their Beneficiaries, the Company may terminate the Trust upon
      delivery to the Trustee of a duly executed instrument of termination.

      10.2 Upon the termination of the Trust in accordance with Section 10.1,
      the Trustee shall, after the acceptance and approval of its account,
      distribute the Fund to the Company. Upon completing such distribution, the
      Trustee shall be relieved and discharged. The powers of the Trustee shall
      continue as long as any part of the Fund remains in its possession.

                                   ARTICLE XI

      11.1 This Agreement shall be construed and interpreted under, and the
      Trust hereby created shall be governed by, the laws of the State of
      Delaware, except to the extent that applicable Federal law supersedes
      Delaware law.

      11.2 Neither the gender nor the number (singular or plural) of any word
      shall be construed to exclude another gender or number when a different
      gender or number would be appropriate.

      11.3 No right or interest of any Participant or any Beneficiary in any
      assets of the Fund shall be transferrable or assignable or shall be
      subject to alienation, anticipation or encumbrance, and no right or
      interest of any Participant or Beneficiary in the Plans or in the Fund
      shall be subject to any garnishment, attachment or execution. No
      Participant or any Beneficiary shall have any preferred claim on, or any
      beneficial ownership interest in any assets of the Fund before such assets
      are paid to such Participant or Beneficiary as provided in Article IV, and
      all rights created under the Plans and this Agreement shall be unsecured
      contractual rights of the Participants and the Beneficiaries against the
      Company. Notwithstanding the foregoing, the Fund shall at all times remain
      subject to claims of creditors of the Company in the event the Company
      becomes insolvent as provided in Section 3.1.

      11.4 Any provision of this Agreement that is prohibited by law shall be
      ineffective to the extent of any such prohibition without invalidating the
      remaining provisions hereof.

      11.5 This Agreement shall be binding upon and inure to the benefit of any
      successor to the Company or its business as the result of merger,
      consolidation, reorganization, transfer of assets or otherwise and any
      subsequent successor thereto. In the event of any such merger,
      consolidation, reorganization, transfer of assets or other similar
      transaction, the successor to the Company or its business or any
      subsequent successor thereto shall promptly notify the Trustee in writing
      of its

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<PAGE>
      successorship. In no event shall any such transaction described herein
      suspend or delay the rights of Plan Participants or the Beneficiaries of
      deceased Participants to receive benefits hereunder.

      11.6 This Agreement may be executed in any number of counterparts, each of
      which shall be deemed to be an original, but all of which shall together
      constitute only one Agreement.

      11.7 Communications to the Trustee shall be sent to:

           Michael A. DiGregorio
           Trust Officer and Trust Counsel
           Wilmington Trust Company
           Rodney Square North
           Wilmington, Delaware 19890

or to such other address as the Trustee may specify in writing. Communications
to the Company shall be sent to:

           John R. Long
           Director, Investments
           Hercules Incorporated
           Hercules Plaza
           Wilmington, DE  19894

or to such other address as the Company may specify in writing.

      IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the date hereinabove first written.

Attest:___________________________  WILMINGTON TRUST COMPANY


                                    By____________________________
                                             Barbara Uberti
                                             Vice President



Attest:__________________________   HERCULES INCORPORATED


                                    By___________________________
                                             A. L. Searl
                                             Vice President and Treasurer




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