<PAGE>


               HUNT CORPORATION (FORMERLY HUNT MANUFACTURING CO.)
                      SUPPLEMENTAL EXECUTIVE BENEFITS PLAN
                                TRUST AGREEMENT
              (As Amended and Restated Effective January 1, 1997)











                                  JANUARY 1999
<PAGE>


                               TABLE OF CONTENTS
                               -----------------

                                                                            Page
                                                                            ----

ARTICLE I -- DEFINITIONS ..................................................    2
1.1      Change in Control ................................................    2
1.2      Company Securities ...............................................    3
1.3      Death Benefits ...................................................    3
1.4      Deferred Benefits ................................................    3
1.5      Fiduciary ........................................................    4
1.6      Grantor ..........................................................    4
1.7      Insurance Contract ...............................................    4
1.8      Insurer ..........................................................    4
1.9      Phantom Stock Account ............................................    4
1.10     Plan .............................................................    4
1.11     Supplemental Savings Benefits ....................................    4
1.12     Trust Account ....................................................    4
1.13     Trust Agreement ..................................................    4
1.14     Trust Assets .....................................................    4
1.15     Trustee ..........................................................    4
1.16     Valuation Date ...................................................    4
                                                                           
ARTICLE 11 -- THE TRUST ASSETS ............................................    4
2.1      Continuation of Trust ............................................    4
2.2      Future Contributions .............................................    5
2.3      Rights in Trust Assets ...........................................    5
2.4      Nontransferability ...............................................    6
2.5      Permitted Investments ............................................    6
2.6      Investment Directions ............................................    7
2.7      Allocation of Investment Responsibilities ........................    7
2.8      Investment after Change in Control ...............................    7
2.9      Distribution of Trust Assets .....................................    7
2.10     Termination of Trust .............................................    9
                                                                    
ARTICLE III -- ALLOCATION OF RESPONSIBILITIES .............................    9
3.1      General Responsibilities .........................................    9
3.2      Designated Fiduciaries ...........................................   10
3.3      Delegation of Fiduciary Duties; Employment of Agents and Certain
         Other Matters ....................................................   10
3.4      Allocation of Responsibility .....................................   10
3.5      Duties of the Board and Compensation Committee of the Board ......   11
3.6      Duties of the Committee ..........................................   11
3.7      Duties of Trustee ................................................   12
3.8      Board, Compensation Committee of the Board and Committee 
         Directions, Instructions or Data .................................   15
3.9      Indemnification of Trustee .......................................   15

ARTICLE IV -- ADMINISTRATIVE PROVISIONS ...................................   16
4.1      General Administrative Powers ....................................   16
4.2      Payment of Deferred Benefits, Death Benefits, Supplemental 
         Savings Benefits and Plan Exhibits B and C Benefits ..............   17
4.3      Distribution .....................................................   18
4.4      Account Records ..................................................   18
4.5      Notices, Directions and Other Communications .....................   19
4.6      Reports by Trustee ...............................................   19

<PAGE>



4.7      Notification of Rights Regarding Securities ......................   19
4.8      Tax Assessments ..................................................   19
4.9      Validity of Contracts ............................................   20
4.10     Principal and Income .............................................   20
                                                                              
ARTICLE V -- PROVISIONS RELATING TO TRUSTEE ...............................   20
5.1      Resignation and Removal ..........................................   20
5.2      Appointment of Successor .........................................   20
5.3      Information Furnished to Trustee .................................   21
5.4      Expenses and Trustee Compensation ................................   21
                                                                              
ARTICLE VI -- AVAILABILITY OF TRUST FUND ..................................   21
6.1      Trust Irrevocable; Amendments ....................................   21
6.2      Participants' Rights to Trust Assets .............................   22
6.3      Grantor Trust ....................................................   22
                                                                              
ARTICLE VII -- MISCELLANEOUS ..............................................   22
7.1      Applicable Law ...................................................   22
7.2      Binding Effect ...................................................   22
7.3      Separability .....................................................   22
7.4      Notices to Parties ...............................................   22
7.5      Headings .........................................................   23
7.6      Gender and Number ................................................   23
7.7      Incorporation of Plan ............................................   23
7.8      Conflicting Provisions ...........................................   23
7.9      Effective Date ...................................................   23
7.10     Court Proceedings ................................................   23
7.11     Successors and Assigns ...........................................   23
7.12     Prohibition on Trustee ...........................................   23
7.13     Power of Company to Substitute Assets ............................   23
7.14     Voting and Other Rights Associated with Trust Assets .............   23
                                                                           
TRUST EXHIBIT A-SPECIAL PROVISIONS RELATING TO RONALD J. NAPLES .............A-1
TRUST EXHIBIT B-SPECIAL PROVISIONS RELATING TO DONALD L. THOMPSON ...........B-1

<PAGE>


               HUNT CORPORATION (FORMERLY HUNT MANUFACTURING CO.)
                      SUPPLEMENTAL EXECUTIVE BENEFITS PLAN
                                TRUST AGREEMENT
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)
               ---------------------------------------------------


        THIS AMENDED AND RESTATED TRUST AGREEMENT, made by and between HUNT
CORPORATION (FORMERLY HUNT MANUFACTURING CO.) ("Grantor"), with its principal
place of business at One Commerce Square, 2005 Market Street, Philadelphia, PA
19103, and FIRST UNION NATIONAL BANK (successor to CoreStates Bank, N.A.)
("Trustee"), with an office at 123 South Broad Street, Philadelphia, PA 19109,

                                  WITNESSETH:

        WHEREAS, effective April 16, 1992, Grantor established the HUNT
CORPORATION (FORMERLY HUNT MANUFACTURING CO.) SUPPLEMENTAL EXECUTIVE BENEFITS
PLAN (the "Plan") to provide deferred compensation to certain eligible
officers who constitute a select group of management or highly compensated
employees of Grantor within the meaning of section 201(2) of ERISA ("Executive
Officers") and to provide death benefits to the beneficiaries ("Beneficiaries")
of certain officers of Grantor ("Corporate Officers"); and

        WHEREAS, effective January 1, 1995, Grantor amended the Plan to provide
salary deferral and matching contributions to said Executive Officers and to
make certain other changes; and

        WHEREAS, Article IV of the Plan provides for payment of deferred
compensation to Plan participants who are Executive Officers ("Participants") or
their beneficiaries upon death, disability or other termination of employment
("Deferred Benefits"); and

        WHEREAS, Article V of the Plan provides for payment of a death benefit
to Beneficiaries of the Corporate Officers upon the death of such Corporate
Officers ("Death Benefits"); and

        WHEREAS, Article VI of the Plan provides for supplemental savings
benefits for Plan participants who are Executive Officers ("Supplemental Savings
Benefits"); and

        WHEREAS, effective April 16, 1992, Grantor and CoreStates Bank, N.A. 
("CoreStates") entered into the HUNT CORPORATION (FORMERLY HUNT MANUFACTURING
CO.) SUPPLEMENTAL EXECUTIVE BENEFITS PLAN TRUST AGREEMENT (the "Trust
Agreement"), whereby Grantor placed certain funds in a grantor trust (the
"Trust") to be used to pay such Deferred Benefits to Participants and their
beneficiaries under the terms and conditions set forth in Article IV of the
Plan, if not otherwise paid by Grantor, and to pay such Death Benefits to the
Beneficiaries of the Corporate Officers under the terms and conditions set forth
in Article V of the Plan, if not otherwise paid by Grantor; and

        WHEREAS, effective February 17, 1993, Grantor and CoreStates amended and
restated the Trust Agreement in order to provide for a broader range of
investment alternatives and to facilitate the payment of benefits paid under the
Plan from the Trust from the investments held in the Trust or from contributions
made by the Grantor to the Trust prior to the investment thereof; and

        WHEREAS, effective January 1, 1995, Grantor and CoreStates again amended
and restated the Trust Agreement in order to place certain funds in the Trust to
be used to pay said Supplemental Savings Benefits to Participants and their
beneficiaries under the terms and conditions set forth in Article VI of the
Plan, if not otherwise paid by Grantor, and to make certain other changes; and

<PAGE>


        WHEREAS, effective January 1, 1996, the Plan was amended by adding
thereto Plan Exhibits B and C and by making certain other changes in order to
provide certain benefits to Ronald J. Naples, formerly Chief Executive Officer
of Grantor, and to Donald L. Thompson, Chairman and Chief Executive Officer of
Grantor; and

        WHEREAS, effective January 1, 1996, Grantor and CoreStates amended and
restated the Trust Agreement in order to conform the Trust Agreement to the
Plan, as amended and restated effective January 1, 1996; and

        WHEREAS, effective January 1, 1997, the Plan was amended to provide for
additional savings amounts to certain participants; to clarify the definition of
compensation for purposes of salary deferrals under the Plan; to permit
Participants in the Plan to defer different components of compensation at
different Deferral Percentages; to permit the Trustee, at the direction of the
Committee, to invest Deferral Accounts, Matching Accounts and the Phantom Stock
Account under the Plan in Company Securities; and to make certain other changes;
and

        WHEREAS, effective January 1, 1997, Grantor and Trustee, as successor to
CoreStates, desire to amend and restate the Trust Agreement in order to conform
the Trust Agreement to the Plan, as thus amended and restated effective January
1, 1997, and to change the responsibility for tax withholding under the Trust
and to make certain other changes;

        NOW, THEREFORE, EFFECTIVE JANUARY 1, 1997, UNLESS SPECIFICALLY PROVIDED
OTHERWISE:

             (a) The Grantor hereby reappoints FIRST UNION NATIONAL BANK
        (successor to CoreStates), as trustee of the grantor trust continued by
        this Trust Agreement;

             (b) FIRST UNION NATIONAL BANK accepts its reappointment as trustee
        of the grantor trust continued by this Trust Agreement and agrees to
        hold all funds which it has received and may receive hereunder, IN
        TRUST, upon the terms and conditions hereinafter stated; and

             (c) The parties hereto, intending to be legally bound hereby, agree
        as follows:

                            ARTICLE I -- DEFINITIONS
                            ------------------------

        Except as otherwise provided in this Article I, and unless the context
of this Trust Agreement clearly indicates otherwise, the terms defined in the
Plan shall, when used herein, have the same meaning as in the Plan. The
following additional words and phrases, as used herein, shall have the following
meanings, unless the context clearly indicates otherwise:

        1.1 Change in Control: A "Change in Control" of the Grantor shall be
deemed to have occurred if:

             (a) Any person (a "Person"), as such term is used in Sections 13(d)
        and 14(d) of the Securities Exchange Act of 1934, as amended (the
        "Exchange Act") (other than (1) the Grantor and/or its wholly-owned
        subsidiaries, (2) any ESOP or other employee benefit plan of the
        Grantor, and any trustee or other fiduciary in such capacity holding
        securities under such plan, (3) any corporation owned, directly or
        indirectly, by the shareholders of the Grantor in substantially the same
        proportions as their ownership of stock of the Grantor or (4) the
        Participant or any group of Persons of which he voluntarily is a part),
        is or becomes the

                                      -2-

<PAGE>



"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Grantor representing thirty (30) percent or
more of the combined voting power of the Grantor's then outstanding securities,
or such lesser percentage of voting power, but not less than fifteen (15)
percent, as the Board shall determine; provided, however, that a Change in
Control shall not be deemed to have occurred under the provisions of this
Section 1.11(a) by reason of the beneficial ownership of voting securities by
members of the Bartol Family (as defined below) unless and until the beneficial
ownership of all members of the Bartol Family (including any other individuals
or entities who or which, together with any member or members of the Bartol
Family, are deemed under Sections 13(d) or 14(d) of the Exchange Act to
constitute a single Person) exceeds fifty (50) percent of the combined voting
power of the Grantor's then outstanding securities.

        (b) During any two-(2-) year period beginning after September 12, 1990,
Directors of the Grantor in office at the beginning of such period plus any new
Director (other than a Director designated by a Person who has entered into an
agreement with the Grantor to effect a transaction within the purview of Section
1.1(a) or (c)) whose election by the Board, or whose nomination for election by
the Grantor's shareholders, was approved by a vote of at least two-thirds (2/3)
of the Directors then still in office who either were Directors at the beginning
of the period or whose election or nomination for election was previously so
approved, shall cease for any reason to constitute at least a majority of the
Board; or

        (c) The Grantor's shareholders or the Board shall approve (1) any
consolidation or merger of the Grantor in which the Grantor is not the
continuing or surviving corporation or pursuant to which the Grantor's voting
common shares (the "Common Shares") would be converted into cash, securities
and/or other property, other than a merger of the Grantor in which holders of
Common Shares immediately prior to the merger have the same proportionate
ownership of common shares of the surviving corporation immediately after the
merger as they had in the Common Shares immediately before, (2) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets or earning power of the
Grantor, or (3) the liquidation or dissolution of the Grantor.

        As used in this Section 1.1, "Members of the Bartol Family" shall mean
the wife, children and descendants of such children of the late George E. Bartol
III, their respective spouses and estates, and trusts primarily for the benefit
of any of the foregoing and the administrators, executors and trustees of any
such estates or trusts.

        Whether a Change in Control has occurred shall be determined by the
Compensation Committee of the Board (as it is constituted on the day preceding
the date of the Change in Control) subject to the provisions of Section 3.7(d).

        1.2   Company Securities: Company Securities as defined in the Plan.

        1.3   Death Benefits: The benefits payable to Beneficiaries of
Participants who are Corporate Officers or former Corporate Officers under the
terms of Article V of the Plan and Plan Exhibits B and C. The term "Death
Benefits" shall also include paid-up Insurance Contracts which may be purchased
for Participants who are Corporate Officers or former Corporate Officers under
Article V of the Plan and Plan Exhibits B and C in the event of a Change in
Control.

        1.4 Deferred Benefits: The benefits payable to Participants who are
Executive Officers or former Corporate Officers under the terms of Article IV of
the Plan and Plan Exhibits B and C.

                                       -3-
<PAGE>


        1.5 Fiduciary: The Board, the Compensation Committee of the Board, the
Committee, the Trustee, and any person to whom the responsibilities of such
persons under this Trust Agreement are delegated in accordance with Section 3.3.
References to such persons as Fiduciaries herein are for convenience only and
shall not be construed to create or enlarge any duties of such persons under any
statute or at common law. The Grantor and Trustee intend that such persons shall
not be subject to the fiduciary responsibility provisions of Part 4 of Title I
of ERISA.

        1.6 Grantor: HUNT CORPORATION (FORMERLY HUNT MANUFACTURING CO.).

        1.7 Insurance Contract: Any insurance contract issued by an Insurer.

        1.8 Insurer: Any insurance company authorized to do business in any
state provided such insurance company has the highest rating (AA or better from
Standard and Poor's Corporation, Moody's Investors Services, or Duff and Phelps,
or A+ from A.M. Best) from any two (2) of Standard and Poor's Corporation,
Moody's Investors Services, A.M. Best, and Duff and Phelps.

        1.9 Phantom Stock Account: The Phantom Stock Account maintained for 
Donald L. Thompson under Plan Exhibit C and Trust Exhibit B.

        1.10 Plan: The HUNT CORPORATION (FORMERLY HUNT MANUFACTURING CO.)
SUPPLEMENTAL EXECUTIVE BENEFITS PLAN, as the same may be amended from time to
time.

        1.11 Supplemental Savings Benefits: The benefits payable to Participants
who are Executive Officers or former Executive Officers under the terms of
Article VI of the Plan and Plan Exhibits B and C.

        1.12  Trust Account: An account to which Trust Assets are allocated to
cover the Grantor's obligations to a Participant or Beneficiary under the Plan.

        1.13 Trust Agreement: The HUNT CORPORATION (FORMERLY HUNT MANUFACTURING
CO.) SUPPLEMENTAL EXECUTIVE BENEFITS PLAN TRUST AGREEMENT, as set forth 
herein and as the same may be amended from time to time.

        1.14 Trust Assets: The Insurance Contracts, cash, Company Securities,
and other property contributed by Grantor to the Trust under Sections 2.1 and
2.2, and any earnings thereon.

        1.15 Trustee: CORESTATES BANK, N.A., prior to its merger with and
into FIRST UNION NATIONAL BANK, and thereafter FIRST UNION NATIONAL BANK or any
corporate successor thereto appointed by the Committee to administer the Trust.

        1.16 Valuation Date: The last day of each Plan Year and each February
28/29, May 31, and August 31, and such other date or dates as the Committee
shall from time to time direct the Trustee.

                         ARTICLE II -- THE TRUST ASSETS
                         ------------------------------

        2.1 Continuation of Trust: The Trustee shall continue to hold, manage,
and distribute, as hereinafter provided, the assets of the Trust. As of January
1, 1997, such assets consist of Insurance Contracts on the lives of the
Participants in the Plan and such cash and other property as has been
contributed to the Trust. Each Insurance Contract and other amounts shall
continue to be held by and owned by the Trustee as agent of the Grantor, and to
be allocated to the Trust Account
                                       -4-
<PAGE>




maintained with respect to the Participant on whose life such Insurance Contract
was purchased or with respect to whom such additional amounts were contributed.

        2.2 Future Contributions: At the direction of the Committee, the Grantor
shall contribute to the Trust such amounts as are necessary to purchase
Insurance Contracts providing benefits under the Plan and to make scheduled
premium payments under such Insurance Contracts, and any additional amounts
necessary to cover the Grantor's potential liabilities under the Plan to each
Participant. Any such Insurance Contract or additional amounts shall be
allocated to the Trust Account maintained with respect to the Participant on
whose life such Insurance Contract was purchased or with respect to whom such
additional amounts are contributed. The Grantor's contributions may consist of
cash, Insurance Contracts, Company Securities, or other property valued at fair
market value and acceptable to the Trustee. All contributions shall be paid to
the Trustee for investment and reinvestment pursuant to the terms of this Trust
Agreement and in accordance with the written directions issued by the Committee
pursuant to Section 2.6. The Trustee shall have no duty to determine or inquire
whether any contributions to this Trust are in compliance with the Plan, or to
compute any amount to be paid to the Trustee; nor shall the Trustee be
responsible for the collection or adequacy of any contributions to this Trust to
meet and discharge liabilities to the Participants and/or Beneficiaries under
the Plan. Notwithstanding the foregoing, no Company Securities shall be
contributed to the Plan unless such contribution is approved by the Board of
Directors of the Company or such Company Securities are held in the Account of
the Participant on behalf of whom such contribution is made for a period of at
least six months from the date contributed.

        2.3  Rights in Trust Assets:

            (a) Use of Trust Assets: The Trust Assets shall remain in this
        Trust until:

                 (1) Used to pay all Deferred Benefits due the Participants
             under Article IV of the Plan and Plan Exhibits B and C;

                 (2) Used to pay all Death Benefits due to Participants or
             Beneficiaries under Article V of the Plan and Plan Exhibits B and
             C;

                 (3) Used to pay all Supplemental Savings Benefits due the
             Participants under Article VI of the Plan and Plan Exhibits B and
             C;

                 (4) Used to pay all other payments due under, or pursuant to,
             Plan Exhibits B and C;

                 (5) Used to pay the expenses of this Trust;

                 (6) Used to pay the claims of Insolvency Creditors of the
             Grantor; or

                 (7) Returned to the Grantor on termination of this Trust
             pursuant to Section 2.10.

             (b) Purposes: The Trustee shall hold, invest, and dispose of all
        Trust Assets in accordance with the applicable provisions of the Plan
        and this Trust Agreement. Until such time as all Deferred Benefits due
        the Participants have been paid, and until such time as all Death
        Benefits due the Participants and Beneficiaries have been paid, and
        until such time as all Supplemental Savings Benefits due the
        Participants have been paid, and until such time as all other payments
        due Ronald J. Naples and Donald L. Thompson under, or pursuant to, Plan

                                      -5-

<PAGE>

        Exhibits B and C have been made, no part of the Trust Assets, other
        than such part as is required to pay taxes or administration expenses as
        provided herein, shall be used for, or diverted to, purposes other than
        the payment of Deferred Benefits to the Participants, or the payment of
        Death Benefits to the Participants and Beneficiaries, or the payment of
        Supplemental Savings Benefits to the Participants, or the payment of
        other benefits to Ronald J. Naples and Donald L. Thompson under, or
        pursuant to, Plan Exhibits B and C, or the payment of obligations to the
        Insolvency Creditors of the Grantor.

            (c) Insolvency Creditors: All Trust Assets held shall at all times
        remain subject to the claims, if any, of the Insolvency Creditors of the
        Grantor.

            (d) Return to Grantor: Trust Assets remaining in this Trust, if any,
        after all Deferred Benefits due the Participants and all Death Benefits
        due the Participants and Beneficiaries and all Supplemental Savings
        Benefits due the Participants and all other benefits due Ronald J.
        Naples and Donald L. Thompson under, or pursuant to, Plan Exhibits B and
        C are paid shall revert to the Grantor in accordance with Section 2.10.

        2.4 Nontransferability: Except as otherwise required by applicable law,
the interest, if any, of the Participants and Beneficiaries in this Trust shall
not be subject to anticipation, alienation, sale, transfer, assignment, pledge
or encumbrance, nor to legal process, nor to the debts, contracts, liabilities,
engagements or torts of any Participant or Beneficiary.

        2.5 Permitted Investments:

            (a) In General: All investments under this Article II may be made in
        any property, real, personal, or mixed, including, with respect to
        Supplemental Savings Benefits and the Phantom Stock Account only,
        investment in Company Securities, wherever such property is situate,
        without being limited to the classes of property in which trustees are
        authorized to invest trust funds by any law, or any rule of court, of
        any state.

        (b) Investment of Accounts under Article VI of Plan: Each Executive
Officer Participant's Basic, Deferral, and Matching Accounts under Article VI of
the Plan shall be invested by the Trustee in accordance with the investment
directions of such Executive Officer Participant, but only from the investments
made available under the Plan by the Committee or its designee. Such
investments may be determined by the Committee or its designee based on the
recommendations of an Investment Advisor. Investments for the Basic, Deferral,
and Matching Accounts of any Executive Officer Participant under Article VI of
the Plan may include any property, real, personal, or mixed, including, but not
limited to, insurance contracts, mutual funds, and Company Securities, wherever
such property is situate, without limitation. Notwithstanding the foregoing, the
following rules shall apply:

            (i) Any Company Securities which are unvested Company stock grants
        that are transferred to the Trust by an Executive Officer Participant
        shall be allocated to such Participant's Accounts only under the Trust.

            (ii) Any dividends paid with respect to Company Securities held in 
        any Executive Officer Participant's Account under the Plan shall be paid
        in cash and invested in accordance with the investment directions of the
        Executive Officer Participant under this Section 2.5(b).

                                      -6-
<PAGE>

            (iii) Effective October 1, 1998, amounts held in any Executive
        Officer Participant's Account which are invested in Company Securities
        may not be reinvested in any other investment.

            (iv) No investment in Company Securities shall be permitted with
        respect to any Executive Officer Participant's Accounts, if such
        investment would subject such Executive Officer Participant to liability
        under section 16(b) of the Securities Exchange Act of 1934.

        2.6 Investment Directions: The Committee shall provide written
investment directions to the Trustee, except as otherwise provided in Section
2.5 with respect to amounts in an Executive Officer Participant's Basic,
Deferral, and Matching Accounts. The investment directions shall be in
accordance with Sections 2.5, 2.8 and the terms of the Plan. In no event,
however, shall investment rights be exercisable by or rest with Plan
Participants, except as otherwise provided in Section 2.5 with respect to
amounts in an Executive Officer Participant's Basic, Deferral, and Matching
Accounts.

        2.7 Allocation of Investment Responsibilities: The Trustee shall control
and manage the Trust Assets, and shall invest and reinvest the same without
distinction between income and principal in accordance with the guidelines in
Sections 2.5, 2.8, the written investment directions issued by the Committee
pursuant to Sections 2.6 and 3.6(b), and the terms of the Plan; provided,
however, that at any time prior to the date of any Change in Control (but not
after such date) the Committee may allocate and reallocate investment
responsibility with respect to any Trust Assets between the Committee and the
Trustee. Any such allocation or reallocation of investment responsibility shall
be made by the Committee in a written instrument delivered to the Trustee.

        2.8 Investment after Change in Control: Upon any Change in Control, the
Trust Assets, to the extent not invested in Insurance Contracts, shall be
invested and reinvested in short-term liquid investments until such Trust Assets
are used to pay out the Deferred Benefits to the Participants in accordance with
Section 7.1 (c)(1) of the Plan and to provide for the payment of Death Benefits
to the Participants and Beneficiaries in accordance with Section 7.1(c)(2) of
the Plan and to pay out the Supplemental Savings Benefits to the Participants in
accordance with Section 7.1(c)(3) of the Plan and to pay out the other Plan
Exhibit B and C benefits to Ronald J. Naples and Donald L. Thompson in
accordance with Plan Exhibits B and C.

        2.9 Distribution of Trust Assets:

            (a) Payment of Deferred Benefits, Death Benefits, Supplemental
        Savings Benefits and Other Plan Exhibits B and C Benefits: The Trustee
        shall pay the Grantor and the Grantor shall, in turn, pay the Deferred
        Benefits in cash to Participants (or, at the election of Participants
        pursuant to the Plan, shall distribute paid-up Insurance Contracts to
        Participants) in satisfaction of the Grantor's obligations under the
        Plan and the Trustee shall pay the Grantor and the Grantor shall, in
        turn, pay the Death Benefits in cash to Beneficiaries in satisfaction of
        the Grantor's obligations under the Plan and the Trustee shall pay the
        Grantor and the Grantor shall, in turn, pay the Supplemental Savings
        Benefits in cash to Participants (or, at the election of Participants
        pursuant to the Plan, shall distribute paid-up Insurance Contracts to
        Participants) in satisfaction of the Grantor's obligations under the
        Plan and the Trustee shall pay the Grantor and the Grantor shall, in
        turn, pay the other benefits provided under, or pursuant to, Plan
        Exhibits B and C to Ronald J. Naples and Donald L. Thompson,
        respectively (or, at the election of Ronald J. Naples or Donald L.
        Thompson, as applicable, pursuant to the Plan, shall distribute paid-up
        Insurance Contracts to Ronald J. Naples or Donald L. Thompson, as
        applicable), in satisfaction of the Grantor's obligations under, or
        pursuant to, Plan Exhibits B and C to the extent Grantor does not make
        such payments

                                      -7-
<PAGE>



directly from non-Trust assets to Participants and Beneficiaries, respectively
(or to Ronald J. Naples or Donald L. Thompson under, or pursuant to, Plan
Exhibits B and C, as applicable). Notwithstanding the foregoing, to the extent
the Accounts of any Participant are invested in Company Securities, distribution
shall only be made in Company Securities unless the Participant elects and the
Board of Directors of the Company approves the distribution to such Participant
in cash. Such election shall be made in accordance with the terms of the Plan.
Moreover, notwithstanding the foregoing, to the extent the Phantom Stock Account
is invested in Company Securities, distribution from such Account shall be made
in Company Securities unless Donald L. Thompson elects and the Board of
Directors of the Company approves a cash distribution of such Account. Such
election shall be made in accordance with the terms of the Plan. To the extent
sufficient Trust Assets do not exist to pay Deferred Benefits to a Participant
or Death Benefits to a Participant or Beneficiary or Supplemental Savings
Benefits to a Participant, or other benefits under, or pursuant to, Plan
Exhibits B and C to Ronald J. Naples and Donald L. Thompson, respectively,
neither the Trust nor Trustee shall be liable to such Participant or such
Beneficiary. The Grantor's obligations shall not be limited to the value of the
Trust Assets, and a Participant and/or Beneficiary (as applicable) shall have a
claim against the Grantor for any payment not made from the Trust to such
Participant and/or Beneficiary. The Trustee shall make payments to the Grantor
for the benefit of the Participant and/or Beneficiary in accordance with Section
4.2. The Grantor shall make any required income and other tax withholding and
shall pay amounts withheld to the appropriate taxing authorities.

        (b) Acceleration of Payments: Notwithstanding any other provision of
this Trust Agreement, if the Trustee determines, based on a change in the tax or
revenue laws of the United States, a published ruling or similar announcement
issued by the Internal Revenue Service, a regulation issued by the Secretary of
the Treasury or his delegate, a decision by a court of competent jurisdiction
involving a Participant, or a closing agreement involving a Participant made
under section 7121 of the Code that is approved by the Commissioner, that such
Participant or Beneficiary has recognized or will recognize income for Federal
income tax purposes with respect to the Deferred Benefits that are or will be
payable to the Participant or the Death Benefits that are or will be payable to
the Participant or Beneficiary or the Supplemental Savings Benefits that are or
will be payable to the Participant or the other benefits that are or will be
payable under, or pursuant to, Plan Exhibits B and C to Ronald J. Naples and
Donald L. Thompson before they otherwise would be paid to the Participant or the
Beneficiary (as applicable), upon the request of the Participant or Beneficiary,
the Trustee shall immediately make distribution to the Grantor and the Grantor
shall, in turn, make immediate distribution to the Participant or Beneficiary of
the amount so taxable. In the event of such payments, the Grantor shall withhold
from such payments the amounts required to satisfy any income and other tax
withholding and shall pay over such amounts to the appropriate taxing
authorities.

        Moreover, in the event of a Change in Control, payment of Deferred
Benefits provided under Article IV of the Plan (and any additional amounts
provided under Section 7.1(c)(1) of the Plan) shall be made in accordance with
Article IV of the Plan and Section 7.1(c)(1) of the Plan and payment of Death
Benefits provided under Article V of the Plan (and any additional amounts
provided under Section 7.1(c)(2) of the Plan) shall be made in accordance with
Article V of the Plan and Section 7.1(c)(2) of the Plan and payment of
Supplemental Savings Benefits provided under Article VI of the Plan (and any
additional amounts provided under Section 7.1(c)(3) of the Plan) shall be made
in accordance with Article VI of the Plan and Section 7.1 (c)(3) of the Plan and
the payment of benefits under, or pursuant to, Plan Exhibits B and C shall be
made in accordance with Plan Exhibits B and C. Moreover, in the event the
Compensation Committee of the Board determines that the Trust does not provide
adequate

                                      -8-
<PAGE>


        security for payment of benefits under the Trust pursuant to Section
        7.2 of the Plan, at the direction of the Compensation Committee of the
        Board, payment of Deferred Benefits provided under Article IV of the
        Plan (and any additional amounts provided under Section 7.2(b)(1) of the
        Plan) shall be made in accordance with Article IV of the Plan and
        Section 7.2(b)(1) of the Plan and payment of Death Benefits provided
        under Article V of the Plan (and any additional amounts provided under
        Section 7.2(b)(2) of the Plan) shall be made in accordance with Article
        V of the Plan and Section 7.2(b)(2) of the Plan and payment of
        Supplemental Savings Benefits provided under Article VI of the Plan (and
        any additional amounts provided under Section 7.2(b)(3) of the Plan)
        shall be made in accordance with Article VI of the Plan and Section
        7.2(b)(3) of the Plan and payment of benefits provided under, or
        pursuant to, Plan Exhibits B and C for Ronald J. Naples and Donald L.
        Thompson, respectively, shall be made in accordance with Plan Exhibits B
        and C.

            (c) Confirmation of Payment: The Grantor shall provide the Committee
        with written confirmation of the fact and time of any payment hereunder
        within ten (10) business days after any payment to a Participant or a
        Beneficiary is made or any series of payments to a Participant
        commences.

        2.10 Termination of Trust: The Trust shall terminate on the first date 
on which:

            (a) All Deferred Benefits due Participants and all Death Benefits
        due Participants or Beneficiaries and all Supplemental Savings Benefits
        due Participants and all benefits due Ronald J. Naples and Donald L.
        Thompson under, or pursuant to, Plan Exhibits B and C, respectively,
        have been paid; or

            (b) There are no remaining Trust Assets.

        Upon termination of the Trust, any and all Trust Assets remaining in the
Trust, after the payment to Participants and Beneficiaries of all amounts to
which they are entitled and after payment of expenses under Section 5.4, shall
revert to the Grantor, and the Trustee shall promptly take such action as shall
be necessary to transfer any such Trust Assets to the Grantor. In no event,
however, shall the Trust be terminated solely for the purpose of accelerating
the payment of Deferred Benefits or Death Benefits or Supplemental Savings
Benefits hereunder or solely for the purpose of accelerating the payment of
benefits under, or pursuant to, Plan Exhibit B and/or C.

                 ARTICLE III -- ALLOCATION OF RESPONSIBILITIES
                 ---------------------------------------------

        3.1 General Responsibilities: In establishing and continuing this Trust,
it is the intention of the Grantor and the Trustee that, except in the event of
the Insolvency of the Grantor or subsequent to the satisfaction of all
liabilities of the Grantor to the Participants under Article IV of the Plan and
to the Participants or Beneficiaries under Article V of the Plan and to the
Participants under Article VI of the Plan and to Ronald J. Naples and Donald L.
Thompson under, or pursuant to, Plan Exhibits B and C, all Trust Assets held
pursuant to this Trust shall be used only for the following purposes:

            (a) To pay any Deferred Benefits due the Participants;

            (b) To pay any Death Benefits due the Participants or Beneficiaries;

            (c) To pay any Supplemental Savings Benefits due the Participants;

                                      -9-
<PAGE>





            (d) To pay any other benefits due Ronald J. Naples and Donald L.
        Thompson under, or pursuant to, Plan Exhibits B and C, respectively; or

            (e) To pay the expenses, including Trustee's fees, incurred in the
        administration of this Trust and any taxes assessed in accordance with
        Section 4.8.

        In the event of the Insolvency of the Grantor, all Trust Assets then
held pursuant to this Trust shall be available to pay the claims of any
Insolvency Creditor of the Grantor to whom a distribution may be made in
accordance with state and Federal bankruptcy laws to the same extent that
unencumbered assets held by the Grantor are available to satisfy such claims.
Each Fiduciary, in carrying out the responsibilities assigned to him under this
Trust Agreement, shall act in accordance with the intent and the terms of the
Plan and this Trust Agreement using the care, skill, prudence, and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.

        3.2 Designated Fiduciaries: The following Fiduciaries are designated to 
control and manage the operation and administration of this Trust:

            (a) The Board, including, but not limited to, the Compensation
        Committee of the Board;

            (b) The Committee; and

            (c) The Trustee.

        3.3 Delegation of Fiduciary Duties; Employment of Agents and Certain 
Other Matters: Each Fiduciary (other than the Trustee) designated pursuant to
Section 3.2 (herein referred to as a "designated Fiduciary") may delegate any or
all of its responsibilities to persons who are not designated Fiduciaries with
respect to the specific responsibility or responsibilities so delegated;
provided, however, that the duties of the Compensation Committee (as it is
constituted on the day preceding the date of a Change in Control) may not be
delegated following a Change in Control. Any such delegation shall be in writing
and shall be made a permanent part of the records of the designated Fiduciary.
Such delegation shall be reviewed periodically by the designated Fiduciary and
shall be terminable under such conditions and upon such notice as the designated
Fiduciary, in its sole discretion, deems reasonable and prudent under the
circumstances. No such delegation shall relieve a Fiduciary from liability for a
breach by persons to whom responsibilities have been delegated. In addition,
each designated Fiduciary (including the Trustee) shall be entitled to employ
and consult with such agents and counsel as may be reasonably necessary in
connection with the performance of such designated Fiduciary's responsibilities
hereunder, and to pay them or cause them to be paid reasonable compensation out
of this Trust.

        3.4 Allocation of Responsibility: The responsibilities of the 
Fiduciaries designated in Section 3.2 shall be allocated among them as provided
in Sections 3.5 through 3.8, and the Committee may allocate among its designees
its responsibilities under this Trust, and the Board and the Compensation
Committee of the Board (except to the extent prohibited after a Change in
Control under Section 3.3) may do the same with respect to the responsibilities
of the Board and the Compensation Committee of the Board hereunder. Except as
otherwise provided by applicable law, no Fiduciary shall be liable for a breach
by another Fiduciary.

                                      -10-
<PAGE>



        3.5 Duties of the Board and Compensation Committee of the Board: The
Board shall provide written notice to the Trustee of the Grantor's Insolvency as
soon as possible after such Insolvency becomes known to the Grantor.

        Upon a Change in Control, the Compensation Committee of the Board (as it
is constituted on the day preceding the date of the Change in Control) may, in
its discretion, issue written directions to the Trustee which shall govern the
distribution of Trust Assets in accordance with Section 7.1 (c)(1) of the Plan
with respect to Deferred Benefits and in accordance with Section 7.1 (c)(2) of
the Plan with respect to Death Benefits and in accordance with Section 7.1(c)(3)
of the Plan with respect to Supplemental Savings Benefits and in accordance with
Plan Exhibits B and C with respect to benefits payable under, or pursuant to,
Plan Exhibits B and C. The directions shall be in accordance with Section
7.1(c)(1) of the Plan with respect to Deferred Benefits and in accordance with
Section 7.1 (c)(2) of the Plan with respect to Death Benefits and in accordance
with Section 7.1 (c)(3) of the Plan with respect to Supplemental Savings
Benefits and in accordance with Plan Exhibits B and C with respect to benefits
payable under, or pursuant to, Plan Exhibits B and C all as they exist on the
day before the date of any Change in Control. After such written directions have
been issued to the Trustee, they shall be amended only with the consent of the
Participant or Beneficiary to whom such directions apply. Said Compensation
Committee of the Board shall furnish a copy of the directions issued under this
Section 3.5 to the Trustee who shall promptly acknowledge receipt of such
directions to the Grantor and shall furnish a copy of such directions to each
Participant and to each Beneficiary.

        In the event that all members of the Compensation Committee of the Board
(as it is constituted on the day preceding the date of a Change in Control) die
or otherwise become incapacitated, the duties and responsibilities of the
Compensation Committee shall devolve upon the Trustee.

        3.6 Duties of the Committee: The Committee shall have sole authority and
responsibility for:

         (a) Prior to a Change in Control, the removal of the Trustee and the
appointment of one or more successor Trustees, subject to the provisions of
Sections 5.1 and 5.2;

         (b) The issuance of written investment directions pursuant to Section
2.6 and in accordance with the standards set forth in Section 2.8 and with the
terms of the Plan to be followed by the Fiduciary or Fiduciaries to whom
investment responsibilities have been allocated;

         (c) The allocation of investment responsibilities between itself and
the Trustee in accordance with Section 2.10;

        (d) Subject to the provisions of Sections 3.5 and 3.7(a)(4) and prior to
a Change in Control, the issuance of written directions to the Trustee which
shall govern the distribution of Trust Assets; such directions shall be made in
accordance with the terms of the Plan;

         (e) Providing to the Trustee such statements as may be appropriate to
inform the Trustee of Deferred Benefits payable to the Participants and of Death
Benefits payable to Participants and Beneficiaries and of Supplemental Savings
Benefits payable to the Participants and of other benefits payable to Ronald J.
Naples and Donald L. Thompson under, or pursuant to, Plan Exhibits B and C, as
they exist on the day before the date of any Change in Control and as may be
required by the Trustee to implement the written directions issued by the
Compensation Committee of the Board under Section 3.5 or the Committee under
Section

                                      -11-

<PAGE>


3-6(b); after the day before the date of any Change in Control, such statements
shall be amended only with the consent of the Participants under the Plan;

     (f) The preparation and filing of reports and other information concerning
this Trust as may be required by the Plan, the Trust Agreement and by applicable
law, except such reports and information as are specifically required by law to
be prepared and filed by the Trustee;

     (g) Subject to the provisions of Section 2.7, acting on behalf of the
Grantor in connection with the termination of this Trust;

     (h) Except as provided in Section 3.5, all other acts permitted or required
to be performed by the Grantor under this Trust Agreement.

3.7 Duties of Trustee:

        (a) Authority and Responsibility: The Trustee shall have sole authority
and responsibility for:

            (1) The control, management, investment, and reinvestment of the
        Trust Assets of this Trust in accordance with the written investment
        directions provided by the Committee under Section 3.6(b) and by the
        Executive Officer Participants under Section 2.5(b) and in accordance
        with the standards set forth in Section 2.8 and with the terms of the
        Plan, unless and to the extent the Committee has allocated such powers
        to another Fiduciary;

            (2) The valuation of the Trust Assets;

            (3) The maintenance and production of records and reports pertaining
        to the administration of this Trust;

            (4) At the request of a Participant or Beneficiary, determining
        whether the written distribution instructions issued by the Compensation
        Committee of the Board pursuant to Section 3.5 or by the Committee
        pursuant to Section 3.6(b) (or in either case, the failure to issue
        written instructions) are in accordance with the terms of the Plan as it
        exists on the day before the date of any Change in Control and then
        determining what the rights of such Participant or Beneficiary are;

            (5) Payment of Deferred Benefits in accordance with Article IV of
        the Plan and Section 7.1(c)(1) of the Plan and Section 4.2 and Death
        Benefits in accordance with Article V of the Plan and Section 7.1 (c)(2)
        of the Plan and Section 4.2 and payment of Supplemental Savings Benefits
        in accordance with Article VI of the Plan and Section 7.1(c)(3) of the
        Plan and Section 4.2 and payment of benefits under, or pursuant to, Plan
        Exhibits B and C;

            (6) Promptly furnishing to the Participants a copy of the written
        notice of Insolvency received pursuant to Section 3.5; and

            (7) The performance of the general administrative powers conferred
        under Article IV; subject, however, to the directions of Fiduciaries
        specifically authorized to direct the Trustee with respect to the
        exercise of such powers.

                                     - 12-
<PAGE>



        (b) Insolvency: In the event that the Trustee is informed of the
Grantor's Insolvency pursuant to Section 3.5, the Trustee shall suspend payments
to the Participants under Article IV of the Plan and to the Participants and
Beneficiaries under Article V of the Plan and to the Participants under Article
VI of the Plan and to Ronald J. Naples and Donald L. Thompson under, or pursuant
to, Plan Exhibits B and C and shall hold the Trust Assets for the benefit of the
Insolvency Creditors of the Grantor. In addition, if the Trustee receives other
written allegations of the Grantor's Insolvency, the Trustee shall suspend
payments of Deferred Benefits to the Participants and payments of Death Benefits
to the Participants and Beneficiaries and payments of Supplemental Savings
Benefits to the Participants and payments of other benefits to Ronald J. Naples
and Donald L. Thompson under, or pursuant to, Plan Exhibits B and C and shall
hold the Trust Assets for the benefit of the Grantor's Insolvency Creditors, and
shall take such steps as it determines, in its sole discretion, to be reasonably
necessary to determine within thirty (30) days whether the Grantor is Insolvent.
Upon a determination that the Grantor is solvent, the Trustee shall resume
payments of Deferred Benefits to the Participants and payments of Death Benefits
to the Participants and Beneficiaries and payments of Supplemental Savings
Benefits to the Participants and payments of other benefits to Ronald J. Naples
and Donald L. Thompson under, or pursuant to, Plan Exhibits B and C, including
any Deferred Benefits or Death Benefits or Supplemental Savings Benefits or Plan
Exhibit B benefits or Plan Exhibit C benefits previously suspended. In the case
of the Trustee's actual knowledge of, or determination of, or receipt of a court
order evidencing the Grantor's Insolvency, the Trustee shall deliver Trust
Assets as necessary to satisfy claims of the Insolvency Creditors of the Grantor
as directed by a court of competent jurisdiction. Unless the Trustee has actual
knowledge of the Grantor's Insolvency, or has received notice from the Grantor
or a person claiming to be a creditor alleging Grantor's Insolvency, the Trustee
shall have no duty to inquire as to the Insolvency of Grantor. The Trustee may,
in all events, rely on such evidence concerning Grantor's solvency as may be
furnished to the Trustee pursuant to this Section 3.7(b) and that provides the
Trustee with a reasonable basis for making a determination concerning Grantor's
solvency.

        (c) Change in Control: If a Change in Control occurs:

            (1) Subject to Sections 7.1(c)(1) and 7.1(c)(2) and 7.1(c)(3) of
        the Plan and Plan Exhibits B and C, the Trustee shall follow the written
        distribution directions issued by the Compensation Committee of the
        Board pursuant to Section 3.5; provided, however, that if the Trustee
        determines, pursuant to Section 3.7(a)(4), that the written distribution
        instructions issued by the Compensation Committee of the Board pursuant
        to Section 3.5 or the Committee pursuant to Section 3.6 are not in
        accord with the Plan as it exists on the day before the date of any
        Change in Control, or if there are no written directions from the
        Compensation Committee, the Trustee shall determine the rights of
        Participants and Beneficiaries; and

            (2) The Trustee shall distribute the Trust Assets in accordance with
        Section 7.1 (c)(1) of the Plan with respect to Deferred Benefits and
        Section 7.1 (c)(2) of the Plan with respect to Death Benefits and
        Section 7.1(c)(3) of the Plan with respect to Supplemental Savings
        Benefits and in accordance with Plan Exhibits B and C with respect to
        benefits payable under, or pursuant to, Plan Exhibits B and C.

        (d) Determination of Change in Control: At the request of fifty-one (51)
percent or more of the Participants in the Plan, or in the Trustee's discretion,
the Trustee shall request that the Grantor furnish evidence to enable the
Trustee to determine whether a Change in Control has occurred. The Trustee shall
make such determination in accordance with the definition of Change in Control
in this Trust Agreement. In performing its duties pursuant to 

                                      -13-
<PAGE>

Sections 2.9, 4.2 and 4.3, the Trustee may rely on its determination, including
an opinion of counsel (who may be counsel to the Trustee), that a Change in
Control has occurred, as long as the Trustee acts in accordance with the terms
of the Plan and this Trust Agreement using the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. Except as provided in the
next succeeding sentence, the Trustee's determination that a Change in Control
has occurred shall be binding and conclusive on all persons. Notwithstanding the
foregoing, if the Compensation Committee of the Board (as it is constituted on
the day before the date of a Change in Control) determines that a Change in
Control has occurred prior to the date such determination is made by the Trustee
or, if the Trustee has determined that a Change of Control has not occurred,
after the date of such Trustee determination, the determination of the
Compensation Committee of the Board that a Change in Control has occurred shall
be final and binding on the Trustee and on all other persons.

        (e) Notice by Trustee of Payment of Deferred Benefits, Death Benefits,
Supplemental Savings Benefits and Plan Exhibits B and C Benefits: The Trustee
shall promptly provide written notice to the Grantor and each Participant and
Beneficiary when it believes that all Deferred Benefits due each such
Participant and that all Death Benefits due each such Participant or Beneficiary
and that all Supplemental Savings Benefits due each such Participant and that
all other benefits due Ronald J. Naples and Donald L. Thompson under, or
pursuant to, Plan Exhibits B and C under the distribution directions on which it
is relying have been paid. Such notice shall state that the Trustee believes
that all Deferred Benefits, Death Benefits, Supplemental Savings Benefits and
other benefits under, or pursuant to, Plan Exhibits B and C due from the Trust
have been paid and that if any Participant or Beneficiary (as applicable)
disagrees with this determination he must do so within sixty (60) days of the
date of the notice. Such Participant or Beneficiary (as applicable) shall notify
the Trustee within sixty 160) days of the date of the notice if he believes all
Deferred Benefits or Death Benefits or Supplemental Savings Benefits (as
applicable) due the Participant or Beneficiary (as applicable) under the Plan or
other benefits under, or pursuant to, Plan Exhibits B and C due Ronald J. Naples
or Donald L. Thompson (as applicable) have not been paid. If the Participant or
Beneficiary (as applicable) provides such notice to the Trustee, the Trustee
shall make an independent determination of whether all Deferred Benefits due the
Participants and all Death Benefits due the Participants and Beneficiaries and
all Supplemental Savings Benefits due the Participants and all other benefits
due Ronald J. Naples and Donald L. Thompson under, or pursuant to, Plan Exhibits
B and C have been paid. Any such determination shall be in accordance with the
Plan as it exists on the day before the date of any Change in Control. In
performing its duties pursuant to this Section 3.7(e) and pursuant to Section
2.3(d), the Trustee may rely on an opinion of counsel (who may be counsel to the
Trustee but shall not be counsel to the Grantor) that all such Deferred Benefits
due the Participants and all such Death Benefits due the Participants and
Beneficiaries and all such Supplemental Savings Benefits due the Participants
and all other benefits due Ronald J. Naples and Donald L. Thompson under, or
pursuant to, Plan Exhibits B and C have been paid, as long as the Trustee acts
in accordance with the terms of the Plan and this Trust Agreement using the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims. The determination made by the Trustee in this manner shall be conclusive
on all persons.

        If the Trustee determines that all Deferred Benefits due the Participant
and/or all the Death Benefits due the Participant and/or Beneficiary and/or all 
Supplemental Savings Benefits due the Participant and/or all the other benefits 
due Ronald J. Naples and Donald L. Thompson

                                     - 14-

<PAGE>


        under, or pursuant to, Plan Exhibits B and C have not been paid, the
        Trustee shall make such further payments as it determines are due.

        If (1) the Trustee determines that all Deferred Benefits due the
        Participant and all Death Benefits due the Participant and/or
        Beneficiary and all Supplemental Savings Benefits due the Participant
        and all other benefits due Ronald J. Naples and Donald L. Thompson
        under, or pursuant to, Plan Exhibits B and C have been paid or (2) the
        Participant and/or Beneficiary does not provide notice to the Trustee
        within the sixty (60)-day period described above that such Participant
        believes that all Deferred Benefits due have not been paid or that such
        Participant or Beneficiary believes that all Death Benefits due have not
        been paid or that such Participant believes that all Supplemental
        Savings Benefits due have not been paid or that Ronald J. Naples or
        Donald L. Thompson believe that all other benefits due under, or
        pursuant to, Plan Exhibits B and C have not been paid, then the Trustee
        shall pay to the Grantor all Trust Assets remaining in this Trust, if
        any.

        3.8 Board, Compensation Committee of the Board and Committee Directions,
Instructions or Data: The Trustee shall not be liable for losses or unfavorable
results arising from its compliance with, or reliance on, proper directions,
instructions or data from the Board, Compensation Committee of the Board or the
Committee given prior to the date of any Change in Control in accordance with
the terms of the Plan and this Trust Agreement; provided, however, the Trustee
shall not be entitled to rely on any directions, instructions or data:

            (a) Received from the Grantor after the day before the date of any
        Change in Control, but only if the Trustee is aware that a Change in
        Control has occurred;

            (b) If, after the day before the date of any Change in Control, any
        Participant or Beneficiary requests that the Trustee make a
        determination pursuant to Section 3.7(a)(4); or

            (c) If, after the day before the date of any Change in Control, any
        Participant or Beneficiary requests that the Trustee make a
        determination pursuant to Section 3.7(e).

        3.9 Indemnification of Trustee: The Grantor hereby indemnifies the
Trustee against, and agrees to hold the Trustee harmless from, all liabilities
and claims (including reasonable attorneys' fees and expenses in defending
against such liabilities and claims) against the Trustee as a result of:

            (a) Any breach of Fiduciary responsibility by a Fiduciary other than
        the Trustee unless the Trustee participates knowingly in such breach,
        has actual knowledge of such breach and fails to take reasonable
        remedial action to remedy such breach, or is negligent in performing its
        own specific Fiduciary responsibilities;

            (b) The Trustee's payment of Deferred Benefits to the Participant
        pursuant to Article IV of the Plan and Section 7-1(c)(1) of the Plan
        and Section 4.2 and of Death Benefits to the Participant or Beneficiary
        pursuant to Article V of the Plan and Section 7.1 (c)(2) of the Plan and
        Section 4.2 and of Supplemental Savings Benefits to the Participant
        pursuant to Article VI of the Plan and Section 7.1(c)(3) of the Plan
        and Section 4.2 and of other benefits to Ronald J. Naples and Donald L.
        Thompson pursuant to Plan Exhibits B and C and Section 4.2;

            (c) The Trustee's determination under Section 3.7(d) as to whether a
        Change in Control has occurred;

                                     - 15-
 
<PAGE>


            (d) The Trustee's determination under Section 3.7(a)(4) of the
        rights of a Participant or Beneficiary; or

            (e) The Trustee's determination under Section 3.7(e) as to whether
        all Deferred Benefits due the Participants and all Death Benefits due
        the Participants and Beneficiaries and all Supplemental Savings Benefits
        due the Participants and all other benefits due Ronald J. Naples and
        Donald L. Thompson under, or pursuant to, Plan Exhibits B and C have
        been paid.

                    ARTICLE IV -- ADMINISTRATIVE PROVISIONS
                    ---------------------------------------

        4.1 General Administrative Powers: The Trustee shall have the rights,
powers, and privileges of an absolute owner when dealing with property of the
Trust, including, without limitation, the powers listed below. Except as
otherwise specified below, the Trustee's exercise of such powers shall be
subject to the direction of a Fiduciary authorized to direct the Trustee under
this Trust Agreement with respect to the management or control of Trust Assets
and any earnings thereon:

            (a) To hold, manage, and control all property; to sell, convey,
        transfer, exchange, and otherwise dispose of such property from time to
        time in such manner, for such consideration, and upon such terms and
        conditions, including credit, as may be deemed proper;

            (b) To exercise any option, conversion privilege, or subscription
        right given the Trustee as the owner of any security held in this Trust;
        to vote any corporate stock (including Company Securities) either in
        person or by proxy, with or without power of substitution; to consent
        to, or oppose, any reorganization, consolidation, merger, readjustment
        of financial structure, sale, lease, or other disposition of the assets
        of any corporation or other organization, and to take any action in
        connection therewith and receive and retain any securities resulting
        therefrom;

            (c) To deposit any security with any protective or reorganization
        committee, and to delegate to such committee such power and authority
        with respect thereto as may be deemed proper, and to pay out of this
        Trust an appropriate portion of the expenses and compensation of such
        committee;

            (d) Regardless of whether the Trustee or any other Fiduciary has
        responsibility to manage or control the Trust Assets, to cause any
        Insurance Contracts to be issued, held, or registered in the name of the
        Trustee as Trustee, or in the name of a nominee or in such form that
        title will pass by delivery, provided that the records of the Trustee
        shall in all events indicate the true ownership of such property;

            (e) To renew or extend the time of payment of any obligation due or
        to become due;

            (f) To commence or defend suits or legal or administrative
        proceedings, and to compromise, arbitrate, or settle claims, debts, or
        damages in favor of or against this Trust and to deliver or accept, in
        either total or partial satisfaction of any indebtedness or other
        obligation, any property, and to continue to hold for such period of
        time as may be deemed appropriate any property so received, and to pay
        all costs and reasonable attorneys' fees in connection therewith out of
        the Trust Assets; and to select counsel acceptable to the Trustee and to
        the Committee or, on or after a Change in Control, acceptable to the
        Compensation Committee of the Board (as it is constituted on the day
        before the date of a Change in

                                      -16-

<PAGE>



        Control), and to conduct the prosecution or defense of any litigation   
        or legal dispute subject to the control of the Committee or, on or after
        a Change in Control, subject to the control of the Compensation 
        Committee of the Board (as it is constituted on the day before the date
        of a Change in Control);

            (g) To foreclose any obligation by judicial proceeding or otherwise;

            (h) Regardless of whether the Trustee or the Committee has
        responsibility to manage or control the Trust Assets, to deposit any
        securities held in this Trust with a securities depository; and

            (i) To hold amounts contributed to the Trust by the Grantor for the
        payment of premiums on Insurance Contracts uninvested for such limited
        periods of time not to exceed five (5) business days as may be necessary
        for purposes of orderly account administration or pending required
        directions, without liability for payment of interest prior to the
        payment of such premiums to the Insurer; provided, however, that
        regardless of whether the Trustee or any other Fiduciary has
        responsibility to manage such Trust Assets, the Trustee shall be
        authorized in its discretion to invest such Trust Assets, pending
        receipt of such directions, in interest bearing accounts (including
        interest bearing accounts established with the Trustee).

        4.2 Payment of Deferred Benefits, Death Benefits, Supplemental Savings
Benefits and Plan Exhibits B and C Benefits: The Trustee shall, prior to a
Change in Control, pay to the Grantor and the Grantor shall, subject to the
claims of the Insolvency Creditors, if any, of the Grantor, make payment of
Deferred Benefits due a Participant directly to the Participant (or the Spouse
or other Beneficiary of the Participant). The Trustee shall, prior to a Change
in Control, pay to the Grantor and the Grantor shall, subject to the claims of
the Insolvency Creditors, if any, of the Grantor, make payment of Death Benefits
due a Participant or Beneficiary directly to the Participant or Beneficiary. The
Trustee shall, prior to a Change in Control, pay to the Grantor and the Grantor
shall, subject to the claims of the Insolvency Creditors, if any, of the
Grantor, make payment of Supplemental Savings Benefits due a Participant
directly to the Participant (or the Spouse or other Beneficiary of the
Participant). The Trustee shall, prior to a Change in Control, pay to the
Grantor and the Grantor shall, subject to the claims of the Insolvency
Creditors, if any, of the Grantor, make payment of Plan Exhibits B and C
benefits due Ronald J. Naples and Donald L. Thompson (as applicable) under, or
pursuant to, Plan Exhibits B and C directly to Ronald J. Naples and Donald L.
Thompson (as applicable) (or the Spouse or other Beneficiary of Ronald J. Naples
or Donald L. Thompson (as applicable). On and after a Change in Control, all
such payments shall be made by the Trustee, subject to the claims of Insolvency
Creditors, directly to the Participant (or the Spouse or other Beneficiary of
the Participant), except that the amount of any required income or other tax
withholding shall be withheld from such payments and paid over to the Grantor
and the Grantor shall remit such required withholding to the appropriate taxing
authorities. To the extent Trust Assets are insufficient to pay such Deferred
Benefits and/or Death Benefits and/or Supplemental Savings Benefits and/or Plan
Exhibit B or C benefits, the Grantor shall make such payments. Such payments
shall be made pursuant to written directions issued by the Committee under
Section 3.6(b) prior to any Change in Control and, upon a Change in Control,
pursuant to Section 3.5, and subject, in each case, to the terms of the Plan as
it exists on the day before the date of any Change in Control. After the day
before the date of any Change in Control, modifications to the written
directions of the Committee or to the Plan shall be effective as to the
Participant or Beneficiary (as applicable) with respect to payments from this
Trust only if the Compensation Committee of the Board (as constituted on the day
before the date of the Change in Control) and such Participant or Beneficiary
(as applicable) both consent in writing to such modification. In the event that
the Trustee determines, pursuant to Section 33(a)(4), that written directions
issued by the Committee pursuant to Section 3.6(b) or by the Compensation
Committee pursuant to Section 3.5 are not in accordance with the terms of the
Plan as

                                     - 17-

<PAGE>



it exists on the day before the date of any Change in Control, or the failure to
issue such directions is not in accordance with the terms of the Plan as it
exists on the day before the date of any Change in Control, the Trustee shall
act in accordance with the determination made by the Trustee pursuant to Section
33(a)(4).

        The establishment of this Trust shall not reduce the Grantor's
obligations to the Participant pursuant to the provisions of Article IV of the
Plan or to the Participants or Beneficiaries pursuant to the provisions of
Article V of the Plan or to the Participant pursuant to the provisions of
Article VI of the Plan or to Ronald J. Naples or to Donald L. Thompson pursuant
to the provisions of Plan Exhibits B and C. If for any reason the Trustee fails
to make payment to the Grantor of the Deferred Benefit due a Participant in
accordance with the terms of Article IV of the Plan or of a Death Benefit due a
Participant or Beneficiary in accordance with the terms of Article V of the Plan
or of the Supplemental Savings Benefit due a Participant in accordance with the
terms of Article VI of the Plan or of the Plan Exhibit B and C benefits due
Ronald J. Naples or Donald L. Thompson (as applicable) in accordance with the
terms of Plan Exhibits B and C, the Grantor shall remain fully liable for the
payment of such amounts. Such liability of the Grantor constitutes an unsecured
promise to pay Deferred Benefits and/or Death Benefits and/or Supplemental
Savings Benefits and/or Plan Exhibit B and C benefits and the Participant's
and/or Beneficiary's (as applicable) status shall be that of a general unsecured
creditor. In the event of the Grantor's Insolvency or any written allegation of
such Insolvency, the Trustee shall apply the Trust Assets in accordance with
Section 3.7(b).

        The Trustee shall be authorized to apply to a court of competent
jurisdiction for direction at any time it determines that it has insufficient
information to determine the amounts of Deferred Benefit and/or Death Benefit
and/or Supplemental Savings and/or Plan Exhibits B and C payments that would be
consistent with the provisions of the Plan. In the event that the Trustee
applies to a court for direction pursuant to this Section 4.2, all costs and
reasonable attorneys' fees incurred in connection with such application shall be
paid by the Grantor.

        The Grantor, in the event payment is made by the Grantor in accordance
with the provisions set forth above before a Change in Control, shall withhold
from any payment to the Participant (or his Spouse or other beneficiary) under
Article IV of the Plan and from any payment to the Participant or Beneficiary
under Article V of the Plan and from any payment to the Participant (or his
Spouse or other Beneficiary) under Article VI of the Plan and from any payment
to Ronald J. Naples (or his Spouse or other Beneficiary) and to Donald L.
Thompson (or his Spouse or other Beneficiary) under Plan Exhibits B and C the
amount required by law to be withheld under Federal, state and local wage
withholding requirements and shall pay over to the appropriate governmental
authority any amount so withheld. On and after a Change in Control, the Trustee
shall make such payments but shall withhold therefrom and pay over to the
Grantor the amount required to satisfy such withholding requirements and the
Grantor shall remit such amounts to the appropriate governmental authorities.

        4.3 Distribution: Except as otherwise provided in Section 2.9(a),
distribution of Deferred Benefits payable to the Participant or his Spouse or
other Beneficiary and of Death Benefits payable to the Participant or
Beneficiary and of Supplemental Savings Benefits payable to the Participant or
his Spouse or other Beneficiary and of Plan Exhibit B benefits payable to Ronald
J. Naples or his Spouse or other Beneficiary and of Plan Exhibit C benefits
payable to Donald L. Thompson or his Spouse or other Beneficiary shall be made
in accordance with the terms of Articles IV, V and VI of the Plan and of Plan
Exhibits B and C as in effect on the day before the date of a Change in Control.

        4.4 Account Records: All accounting records, valuation schedules,
periodic statements, and audits pertaining to this Trust and the Trust Accounts
shall be retained as a part of the permanent records of the Trustee in
accordance with its usual recordkeeping procedures for trust accounts. The
Committee may, in its discretion, direct the Trustee to retain, at the expense
of this Trust,

                                      -18-
<PAGE>



independent certified public accountants to audit such records; provided,
however, that nothing in this Trust Agreement shall be construed so as to
deprive the Trustee of the right to seek and obtain a judicial settlement of its
accounts at the expense of this Trust.

        4.5 Notices, Directions and Other Communications: All notices,
directions, and other communications by a Fiduciary pursuant to this Trust
Agreement (herein referred to as "directions") shall be given or made in writing
by the person or persons specifically authorized by the Fiduciary to act on its
behalf, and shall be deemed effective upon receipt by the addressee; provided,
however, that transmission of such directions by photostatic teletransmission
with duplicate or facsimile signature shall be an authorized method of
communication until the Fiduciary is notified by the Committee that the use of
such device is no longer authorized, and provided further that transmission of
such directions by telephone shall also be an authorized method of communication
until the Fiduciary is notified by the Committee to the contrary. Any direction
transmitted by telephone shall be promptly confirmed by a written instrument.
The Trustee shall be entitled to act upon and settle any transactions with the
Insurer in reliance upon directions transmitted by telephone as recorded and
transcribed by the Trustee. If the Trustee fails to receive a written
confirmation of such a direction transmitted by telephone within five (5)
business days following the date of receipt of such direction, or if a written
confirmation received conflicts with the oral direction received by telephone,
the Trustee shall promptly notify the Fiduciary giving the direction orally of
such fact and request (a) delivery of such written confirmation forthwith if it
has not been received, or (b) an additional direction if there is a conflict
between the oral directions and the written confirmation. Notwithstanding the
foregoing, the Trustee is authorized to settle trades effected by a Fiduciary
having investment authority through a securities depository utilizing an
institutional delivery system, in which event the Trustee may deliver or receive
securities in accordance with appropriate trade reports or statements given the
Trustee by such depository without having received communications or
instructions directly from the Fiduciary.

        4.6 Reports by Trustee: The Trustee shall submit to the Committee and
each Participant in the Plan such interim valuations, reports, or other
information as the Committee and such Participant may reasonably request. Within
sixty (60) days after (a) the end of each Plan Year, (b) the end of each Plan 
Year quarter, (c) the effective date of the Trustee's removal or resignation, 
or (d) the effective date of termination of this Trust, unless a different 
period is mutually agreed upon, the Trustee shall submit to the Committee 
and the Participants in the Plan a written report relating to the period 
following the period covered by its last report. Such report shall set forth 
all transactions relating to this Trust during the applicable period,
including, but not limited to, investment purchases and sales, receipts,
disbursements, and a listing of the Trust Assets by Trust Account showing
carrying and market values as of the end of the report period.

        4.7 Notification of Rights Regarding Securities: The Trustee shall have
no obligation to determine the existence of any conversion, redemption,
exchange, subscription, or other right relating to any securities purchased
hereunder of which notice was given prior to the purchase of such securities,
and shall have no obligation to exercise any such right unless it is informed of
the existence of the right and is instructed to exercise such right, in writing,
by the Fiduciary making or directing the investment in such securities, within a
reasonable time prior to the expiration of such right.

        4.8 Tax Assessments: In the event that any income or other tax or
assessment is levied upon or assessed against this Trust or any portion thereof,
or upon or against the interest, if any, of any person in this Trust or any
portion thereof, or the transfer or payment of such interest to any such person,
or upon the Trustee by reason of the existence of this Trust or anything done by
the Trustee pursuant thereto, the Trustee shall immediately notify the Committee
thereof. If the Trustee receives no notice or direction from the Committee, the
Trustee shall have the power to pay such tax or assessment to the extent not
paid by the Grantor from such portion of this Trust against which the

                                      -19-
<PAGE>


tax or assessment has been levied; or if such tax or assessment is not
applicable to any specific portion of this Trust or to the interest, if any, of
any specific person therein, the Trustee shall have authority to pay such tax or
assessment from this Trust. In the event that the Committee desires to contest
the validity, in whole or in part, of any such tax or assessment, it shall give
the Trustee notice thereof, and the Trustee, upon receiving reasonable indemnity
(including reasonable attorneys' fees and expenses) therefor from the Grantor,
shall take such steps as the Committee directs with respect to contesting the
validity, in whole or in part, of any such tax or assessment. The Trustee shall
further, upon receiving reasonable indemnity from the Grantor, either permit the
Committee to bring such action or proceeding in the name of the Trustee as said
Committee deems advisable to test the validity of such tax or assessment, or the
Trustee itself shall bring such action. Whether the action is brought in the
name of the Trustee by the Committee or prosecuted directly by the Trustee, the
Committee shall have the right to select counsel acceptable to the Trustee and
to control the prosecution of said action or proceeding. The Trustee, however,
shall not be required to bring any action or proceeding to test the validity, in
whole or in part, of any such tax or assessment unless so directed by the
Committee, and upon giving said Committee notice of the levy of any such tax or
assessment, the Trustee shall not itself be required to inquire into or question
the validity of such tax or assessment. Prior to making any payments, transfers
or distributions of, or from, any portion of this Trust as provided in this
Trust Agreement, the Trustee may require such releases or other documents from
any lawful taxing authorities as it shall deem necessary or advisable.

        4.9 Validity of Contracts: The Trustee shall not be responsible for the
validity or proper execution of any contract delivered to it, nor for any act of
any person which may render any such contract void or voidable.

        4.10 Principal and Income: No distinction shall be made between the
principal and income in the management and administration of this Trust.

                  ARTICLE V -- PROVISIONS RELATING TO TRUSTEE
                  -------------------------------------------

        5.1 Resignation and Removal: The Trustee may resign at any time upon
sixty (60) days' written notice to the Committee, unless a shorter period is
acceptable to the Committee. The Committee may at any time prior to the date of
a Change in Control remove the Trustee upon sixty (60) days' written notice to
the Trustee, unless a shorter period is acceptable to the Trustee. On or after
the date of a Change in Control, the Compensation Committee of the Board (as it
is constituted on the day before the date of a Change in Control) may, with the
written consent of at least fifty-one (51) percent of the Participants in the
Plan, remove the Trustee upon sixty (60) days' written notice to the Trustee,
unless a shorter period is acceptable to the Trustee.

        5.2 Appointment of Successor: In the event of the removal of, or 
resignation of, the Trustee prior to a Change in Control, the Committee shall
appoint a successor with the written consent of the Grantor. In the event of the
removal of, or resignation of, the Trustee on or after the date of a Change in
Control, the Compensation Committee of the Board (as it is constituted on the
day before the date of a Change in Control) shall appoint a successor with the
written consent of at least fifty-one (51) percent of the Participants in the
Plan. If the Committee, or said Compensation Committee of the Board, fails to
appoint a successor by the end of the sixty (60)-day period referred to in
Section 5.1, the Trustee may secure the appointment of a successor by a court of
competent jurisdiction. All expenses of the Trustee in connection with the
proceeding shall be allowed as an expense of the Trust. The Trustee shall remain
vested with the rights, powers and duties set forth in this Trust Agreement
until its successor delivers written acceptance of such appointment to the
Committee (or Compensation Committee of the Board, if applicable) and the
retiring Trustee. Upon the receipt of such written acceptance, the successor
Trustee shall be vested with all the rights,

                                      -20-

<PAGE>

powers and duties of the Trustee under this Trust Agreement, and the retiring
Trustee shall endorse, transfer, assign, convey and deliver to its successor all
of the Insurance Contracts and other property then held by it under this Trust,
except such amount as shall be agreed upon between the Trustee and the Committee
(or Compensation Committee of the Board, if applicable), as reasonable
compensation and expenses in connection with the settlement of accounts and the
delivery of the assets to the successor Trustee.

        A successor Trustee may not be the Grantor, any person who would be a
"related or subordinate party" to the Grantor within the meaning of section
672(c) of the Code, or a corporation that would be a member of an "affiliated
group" of corporations including the Grantor within the meaning of section
1504(a) of the Code if the words "80 percent" were replaced by the words "50
percent" wherever they appear in such section.

        5.3 Information Furnished to Trustee: Upon the original execution of
this Trust Agreement, the Grantor delivered to the Trustee the name, address,
date of birth, and Social Security number of each Participant covered under
Article IV of the Plan and each Participant covered under Article V of the Plan
and the name, address, date of birth and social security number of each
Beneficiary of each Participant covered under Article V of the Plan. Upon the
execution of the Trust Agreement, as previously amended and restated, the
Grantor delivered to the Trustee the name, address, date of birth, and Social
Security number of each Participant covered under Article VI of the Plan. Upon
the execution of the Trust Agreement, as amended and restated herein, the
Grantor shall deliver to the Trustee the address, date of birth, and Social
Security number of Ronald J. Naples and Donald L. Thompson who are entitled to
benefits under, or pursuant to, Plan Exhibits B and C, respectively. Not later
than sixty (60) days after the end of each calendar year, Grantor shall provide
Trustee with any changes in such information through the close of the calendar
year.

        5.4 Expenses and Trustee Compensation: The Trustee shall be entitled to
reasonable compensation for its services and shall be reimbursed for all
reasonable expenses incurred by it in performing its duties hereunder,
including, but not limited to, legal and accounting expenses. Such compensation
is set forth in a separate schedule. Such schedule may be modified from time to
time as agreed to by the Committee (or Compensation Committee of the Board, if
applicable) and the Trustee. All such compensation and expenses shall be paid to
the Trustee by the Grantor; provided, however, that such compensation and
expenses shall constitute a charge upon this Trust, and may be withdrawn by the
Trustee from this Trust upon prior written notice to the Grantor if not
otherwise paid. Any costs or expenses that are chargeable to this Trust but
which for administrative convenience and efficiency are paid or incurred by the
Grantor shall be fully reimbursed by this Trust to the Grantor upon presentation
to the Trustee of an accounting of such costs and expenses, including any costs
and expenses incurred by the Committee or any employees in connection with
administrative activities relating to the Plan. In all cases the Trustee shall
be entitled to rely upon the Grantor's statement and directions concerning the
payment of any such administration expenses and shall be fully protected in
making such payments pursuant to the directions of the Committee.

                    ARTICLE VI -- AVAILABILITY OF TRUST FUND
                    ----------------------------------------

        6.1 Trust Irrevocable; Amendments: The Trust shall be irrevocable and
may not be amended or terminated by the Grantor in whole or in part, except as
follows:

            (a) The Grantor and the Trustee may amend this Trust Agreement by
        written instrument executed by both parties, without the consent of the
        Participants in the Plan, provided such amendment does not have an
        adverse effect on the rights of such Participants hereunder.

                                      -21-

<PAGE>


            (b) Except as provided in Section 6.1 (a), the Grantor and the
        Trustee may amend this Trust Agreement by written instrument executed by
        both parties and consented to in writing by Participants having at least
        fifty-one (51) percent of the value of the Deferred Benefits and Death
        Benefits under the Plan and of the value of benefits under, or pursuant
        to, Plan Exhibits B and C at the time of the amendment.

        6.2 Participants' Rights to Trust Assets: No Participant in the Plan
shall have any preferred claim on, or any beneficial ownership interest in, any
of the Trust Assets prior to the time such Trust Assets are paid to such
Participant or to his Beneficiary as provided in Section 2.9, and all rights
created under the Trust and the Plan shall be mere unsecured contractual rights
of such Participants against the Grantor.

        6.3 Grantor Trust: The Trust is intended to be a trust of which the
Grantor is treated as the owner for Federal income tax purposes in accordance
with the provisions of sections 671 through 679 of the Code. If the Trustee, in
its sole discretion, deems it necessary or advisable for the Grantor 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 Grantor is at all times treated as the owner of the Trust for
Federal income tax purposes, the Grantor or the Trustee will undertake or
refrain from undertaking (as the case may be) such actions. The Grantor hereby
irrevocably authorizes the Trustee to be its attorney-in-fact for the purpose of
performing any act which the Trustee, in its sole discretion, deems necessary or
advisable in order to accomplish the purposes and the intent of this Section
6.3. The Trustee shall be fully protected in acting or refraining from acting in
accordance with the provisions of this Section 6.3.

                          ARTICLE VII -- MISCELLANEOUS
                          ----------------------------

        7.1 Applicable Law: This Trust Agreement shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania except where
pre-empted by Federal law.

        7.2 Binding Effect: This Trust Agreement shall be binding upon the 
heirs, personal representatives, successors, and assigns of any and all present
and future parties.

        7.3 Separability: In the event that any provision of this Trust
Agreement or the application thereof to any person or circumstances shall be
determined by a court of competent jurisdiction to be invalid or unenforceable
to any extent, the remainder of this Trust Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each provision of
this Trust Agreement shall be valid and enforced to the fullest extent permitted
by law.

        7.4 Notices to Parties: Any notice or instructions required under any of
the provisions of this Trust Agreement shall be deemed effectively given only if
such notice is in writing and is delivered personally or by certified or
registered mail, return receipt requested and postage prepaid, and shall be
effective when actually delivered or, if mailed, when deposited. Mail to a party
shall be directed to the following addresses or to such other address as either
party may specify by notice to the other party:

                                      -22-

<PAGE>



            (a) Grantor: 
                One Commerce Square
                2005 Market Street 
                Philadelphia, PA 19103

            (b) Trustee:
                123 South Broad Street
                Philadelphia, PA 19109

        7.5 Headings: Headings of Articles and Sections or any divisions thereof
are inserted for convenience only and do not constitute an operative part of
this Trust Agreement.

        7.6 Gender and Number: The masculine pronoun wherever used shall include
the feminine and neuter and the singular may include the plural, and vice versa,
as the context may require.

        7.7 Incorporation of Plan: All the provisions of the Plan are
incorporated herein by reference.

        7.8 Conflicting Provisions: In the event of any conflict between the
provisions of this Trust Agreement and the provisions of the Plan, the
provisions of the Plan shall control.

        7.9 Effective Date: The original effective date of the Trust Agreement
was April 16, 1992. The effective date of the Trust Agreement, as last amended
and restated herein, was January 1, 1996. The effective date of the Trust
Agreement, as amended and restated herein, shall be January 1, 1997.

        7.10 Court Proceedings: In the case of any court proceeding involving
the Trustee or this Trust, only the Grantor and the Trustee shall be necessary
or proper parties thereto; provided, however, that the Trustee shall notify the
Committee, the Compensation Committee of the Board (as constituted on the day
before the date of the Change in Control (if applicable)) and each Participant
in the Plan of any such court proceeding, and such Participants shall have the
right to intervene. Any final judgment entered in any such proceeding shall be
conclusive upon the Grantor, the Trustee, the Participants in, and Beneficiaries
under the Plan and the creditors, including Insolvency Creditors, of the
Grantor.

        7.11 Successors and Assigns: This Trust Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their successors and
assigns, except as is expressly provided to the contrary herein.

        7.12 Prohibition on Trustee: Notwithstanding any powers granted to the
Trustee pursuant to this Trust Agreement or applicable laws, the Trustee shall
not have any power that could give this Trust the objective of carrying on a
business and dividing the gains therefrom within the meaning of Treas.
Reg. Section 301.7701-2.

        7.13 Power of Company to Substitute Assets: The Grantor shall have the
right at anytime and from time to time, in its sole discretion, to substitute
assets of equal fair market value for any asset held by the Trust. This right is
exercisable by the Grantor in a nonfiduciary capacity without the approval or
consent of any person in a fiduciary capacity.

        7.14 Voting and Other Rights Associated with Trust Assets: The Trustee
shall exercise all voting rights relating to securities (including Company
Securities) held in the Trust under the Plan. Except as otherwise specifically
provided in the Plan, all other rights associated with Trust assets shall

                                      -23-
<PAGE>



be exercised by the Trustee or by the person designated by the Trustee, and 
shall in no event be exercisable by or rest with Plan Participants.

        IN WITNESS WHEREOF, the Trustee and the Grantor have caused this amended
and restated Trust Agreement to be executed by their duly authorized officers
and their seals to be hereunto affixed as of the____day of___________, 1999.



[CORPORATE SEAL]                            Grantor: HUNT CORPORATION

Attest:

_______________________________             By:_________________________________
       Dennis S. Pizzica                             William E. Chandler
      Assistant Secretary


[CORPORATE SEAL]                            Trustee: FIRST UNION NATIONAL BANK

Attest:

______________________________              By:_________________________________
        Trust Officer                                Vice-President


                                      -24-

<PAGE>

        
       TRUST EXHIBIT A -- SPECIAL PROVISIONS RELATING TO RONALD J. NAPLES
       ------------------------------------------------------------------

        I. The provisions of Plan Exhibit B shall apply.






























                                     -A-1 -

<PAGE>



      TRUST EXHIBIT B -- SPECIAL PROVISIONS RELATING TO DONALD L. THOMPSON
      --------------------------------------------------------------------

        I. Preamble. Hunt Corporation (formerly Hunt Manufacturing Co.) 
("Grantor") entered into an Employment Agreement (the "Agreement") with Donald
L. Thompson ("Executive") on April 8, 1996. Pursuant to the Agreement, Executive
shall participate in the Plan in accordance with the terms of the Plan and Plan
Exhibit C to the Plan.

        II. Phantom Stock Account.

        A. Establishment of and Contributions to Phantom Stock Account. In
accordance with the Agreement and Plan Exhibit C to the Plan, there shall be
established under the Trust a separate Phantom Stock Account for Executive.
Grantor shall make contributions to such Phantom Stock Account at such times and
in such amounts as the Board, in its sole discretion, shall determine. Such
contributions may, at the sole discretion of Grantor, be in Company Securities
or in other property.

        B. Investment of Phantom Stock Account. The Phantom Stock Account shall
be invested by the Trustee in accordance with the terms of Section 2.5(b) of 
the Trust Agreement.

        C. Payment of Amounts in Phantom Stock Account. Payment from the Phantom
Stock Account shall be made in accordance with the Plan and Section 2.9 of 
the Trust Agreement.

                                      -B-1