<PAGE>


                                                                     Exhibit 4.5




                         RPM, INC. 401(K) TRUST AND PLAN

























                                                   Effective Date:  June 1, 1992

                      Amended and Restated Generally Effective:  January 1, 1999


<PAGE>





                                TABLE OF CONTENTS

                                                                     ARTICLE NO.

NAME AND PURPOSE                                                           1

DEFINITIONS                                                                2

ELIGIBILITY AND PARTICIPATION                                              3

EMPLOYEE PRE-TAX CONTRIBUTIONS                                             4

EMPLOYER CONTRIBUTIONS                                                     5

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS                               6

INVESTMENT FUNDS AND DIRECTION OF INVESTMENT                               7

ACCOUNTS                                                                   8

HARDSHIP AND IN-SERVICE WITHDRAWALS                                        9

LOANS                                                                     10

RETIREMENT OR TERMINATION OF EMPLOYMENT                                   11

DEATH BENEFITS                                                            12

DISTRIBUTIONS                                                             13

THE TRUSTEE, ITS POWERS AND DUTIES                                        14

INVESTMENTS                                                               15

ADMINISTRATION                                                            16

PROHIBITION AGAINST ALIENATION                                            17

TOP-HEAVY PROVISIONS                                                      18

LIMITATIONS ON ANNUAL ADDITIONS                                           19

ROLLOVERS AND TRANSFERS INVOLVING OTHER
QUALIFIED RETIREMENT PLANS                                                20

AMENDMENT AND TERMINATION                                                 21

PARTICIPATING COMPANIES                                                   22

CERTAIN TRANSFERRED PARTICIPANTS                                          23





                                       ii


<PAGE>



SECTION NO.                                                             PAGE

MISCELLANEOUS                                                             24

































                                      iii

<PAGE>



                         RPM, INC. 401(k) TRUST AND PLAN

     THIS AMENDMENT AND RESTATEMENT is executed by RPM, INC., a corporation
organized and existing under and by virtue of the laws of the State of Ohio,
(hereinafter called the "Company");

                                  WITNESSETH:

     WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter referred to as the "Trust and Plan"), effective April 1, 1992,
to provide retirement savings benefits on behalf of its employees and those of
Participating Companies; and

     WHEREAS, since its adoption the Trust and Plan has been periodically
amended for purposes of complying with changes in the law and the desires of the
Company and to change the name of the Trust and Plan to the RPM, Inc. 401(k)
Trust and Plan; and;

     WHEREAS, under the terms of Article XXVI of the Trust and Plan, the Company
reserved the right to make amendments thereto; and

     WHEREAS, the Company desires to amend and restate the Trust and Plan,
effective January 1, 1999 in order to bring the Trust and Plan into compliance
with the Uniformed Services Employment and Reemployment Rights Act, the General
Agreement on Tariffs and Trade, the Small Business Job Protection Act of 1996
and the Taxpayer Relief Act of 1997 and related new laws and regulations and to
make certain other desired changes; and

     WHEREAS, it is the intention of the Company that the Trust and Plan, as
amended and restated, continues to qualify under Sections 401(a), 401(k) and
501(a) of the Internal Revenue Code of 1986, as amended;



                                       iv

<PAGE>


     NOW, THEREFORE, the Trust and Plan is hereby amended and restated,
effective January 1, 1999, except as otherwise provided herein, as follows:






























                                       v
<PAGE>


                                   ARTICLE 1

                                NAME AND PURPOSE

1.1     Name.

        The name of this Trust and Plan is RPM, Inc. 401(k) Trust and Plan.

1.2     Purpose.


        This Trust and Plan was originally created and is hereby continued for
the purpose of providing benefits to the Participants in this Trust and Plan
upon their retirement and for the purpose of providing such other benefits to
such Participants and their Beneficiaries as are hereinafter described.






























                                      1-1

<PAGE>


                                    ARTICLE 2

                                   DEFINITIONS

     Unless the context otherwise indicates, the following words used herein
shall have the following meanings whenever used in this instrument:

     2.1  Accountholder.

     The word "Accountholder" shall mean each Participant, former Participant,
Beneficiary or Alternate Payee (as defined in Section 17.1 hereof) who has
assets credited to an Account under this Trust and Plan.

     2.2 Accounts.

     The word "Accounts" shall mean "Pre-Tax Accounts" established pursuant to
Article 4 hereof, "Match Accounts" and "Qualified Match Accounts" established
pursuant to Article 5 hereof and "Rollover Accounts" established pursuant to
Article 20 hereof. In the case of a plan merger, "Accounts" may also include
"Prior Plan Accounts" established pursuant to Article 8 hereof.

     2.3 Active Participant.

     The words "Active Participant" shall mean a Participant during any period
in which he is employed by a Participating Company as a Covered Employee.

     2.4 Administrator.

     The word "Administrator" shall mean the person or persons, corporation or
partnership designated as Administrator under Article 16 hereof.

     2.5 Adoption Date.

     The words "Adoption Date" shall mean the date as of which any Participating
Company shall have adopted this Trust and Plan.



                                       2-1

<PAGE>

     2.6 Affiliate.

     The word "Affiliate" shall mean a corporation which would be defined as a
member of a controlled group of corporations which includes a Participating
Company or any business organization which would be defined as a trade or
business (whether or not incorporated) which is under "common control" with a
Participating Company within the meaning of Sections 414(b) and (c) of the Code,
and any member of an "affiliated service group," as defined in Section 414(m) of
the Code or is a part of any other arrangement as defined in regulations under
Section 414(o) of the Code, which includes a Participating Company but, in each
case, only during the periods any such corporation, business organization or
member would be so defined.

     2.7 Allocation Date.

     The words "Allocation Date" shall mean the last day of the calendar month
and such other date or dates selected by the Company as of which allocations are
made to Accounts.

     2.8 Annual Additions.


     The words "Annual Additions" shall mean with respect to each Participant
the sum of the following amounts in any Limitation Year:

          (a)  the contributions of a Participating Company (including amounts
               contributed by the Participating Companies to the Trustee
               pursuant to a Participant's election under Section 4.1 hereof) or
               a Related Employer credited to his Accounts with respect to such
               Limitation Year under all defined contribution plans of the
               Company or any Related Employer which plans meet the requirements
               of Section 401(a) of the Code; and

          (b)  unless the provisions of this paragraph (b) cease to be required
               by the Code, amounts allocated, in Limitation Years beginning
               after March 31, 1984, to an individual medical account, as
               defined in Section 415(1)(2) of the Code, which is part of a
               pension or annuity plan maintained by a Participating Company or
               any



                                      2-2

<PAGE>

               Related Employer and amounts derived from contributions paid or
               accrued after December 31, 1985, in Limitation Years ending after
               such date, which are attributable to the separate account of a
               key employee, as defined in Section 419A(d)(3) of the Code, under
               a welfare benefit fund, as defined in Section 419(e) of the Code,
               maintained by a Participating Company or any Related Employer.

     2.9 Beneficiary.

     The word "Beneficiary" shall mean any person, other than an Alternate Payee
as defined in Section 17.1, who receives or is designated to receive payment of
any benefit under the terms of this Trust and Plan because of the participation
of another person in this Trust and Plan.

     2.10 Code.

     The word "Code" shall mean the Internal Revenue Code of 1986, as such may
be amended from time to time, and all lawful regulations and pronouncements
promulgated thereunder. Whenever a reference is made to a specific Code Section,
such reference shall be deemed to include any successor Code Sections having the
same or similar purpose.

     2.11 Committee.

     The word "Committee" shall mean the Benefits Review Committee as
constituted under the provisions of Article 16 of this Trust and Plan.

     2.12 Company.

     The word "Company" shall mean RPM, Inc. or any successor corporation or any
other business organization which shall assume the obligations of the Company
under this Trust and Plan.

     2.13 Compensation.

     The word "Compensation" shall mean on and after January 1, 1997,
compensation as defined under Treasury Regulation Section 1.415-2(d)(10) with
modifications



                                      2-3

<PAGE>


as permitted under said Section, all as set forth in this Section. Compensation
shall include a Participant's wages, salaries, fees for professional services,
and other amounts received (without regard to whether or not paid in cash) for
personal service actually rendered in the course of employment with a
Participating Company to the extent that the amounts are includible in gross
income (including, but not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits and bonuses). Compensation
does not include severance payments made to a terminated Participant,
contributions made by a Participating Company to a plan of deferred compensation
qualified under the Code, amounts realized from the exercise of non-qualified
options or when restricted stock or property becomes fully transferable or no
longer subject to substantial risk of forfeiture, amounts realized from the
sale, exchange or other disposition of stock acquired under a qualified stock
option, or other amounts which receive special tax benefits such as premiums for
group-term life insurance.

          (a)  Compensation shall be increased for salary reduction amounts
               which are excluded from the taxable income of the Participant
               under Code Sections 125, 402(a)(8) and 402(h), and effective
               January 1, 2001, Section 132(f)(4); and

          (b)  Compensation shall be decreased by reimbursements or other
               expense allowances, including auto allowances and general
               business expense allowances, fringe benefits (cash and noncash),
               moving expenses, deferred compensation, and welfare benefits,
               including taxable life insurance amounts.

     The amount of a Participant's Compensation for any Plan Year shall be
determined as of the last day of such year and, with respect to the Plan Year in
which he becomes a Participant, shall not include any Compensation paid to him
prior to the date as of which he became a Participant.

     Notwithstanding the foregoing, the maximum annual Compensation of any
Highly Compensated Employee that can be considered for any purpose under this
Trust and Plan



                                     2-4

<PAGE>


shall be One Hundred Sixty thousand Dollars ($160,000.00) plus any cost of
living increase after the Restatement Date as shall be prescribed by the
Secretary of the Treasury pursuant to Section 401(a)(17) of the Code.

     2.14 Continuous Service.


     The words "Continuous Service" shall mean for any Employee any period
during which he is or was employed by a Participating Company or Affiliate. Each
such period shall be measured from the Participant's Date of Hire to the date of
Termination of Employment which follows such Date of Hire.

     In addition, if any Employee has a Termination of Employment and is rehired
within twelve (12) months of:

          (a)  the date of his Termination of Employment; or

          (b)  if earlier, the first day of any period of leave of absence,
               layoff or Military Service after the end of which the Employee
               did not return to work for a Participating Company or any
               Affiliate prior to his Termination of Employment;

such Employee's "Continuous Service" shall include the period of severance
measured from his Termination of Employment until his subsequent date of rehire.
Two (2) or more periods of employment or Periods of Severance that are included
in an Employee's Continuous Service and that contain fractions of a year
(computed in months and days) shall be aggregated on the basis of twelve (12)
months constituting a year and thirty (30) days constituting a month.

     2.15 Covered Employee.

     The words "Covered Employee" shall mean an employee of a Participating
Company who is:

          (a)  a United States citizen who is working in the United States;

          (b)  a United States citizen who is on a foreign assignment, the
               duration of which is expected to be for a period of less than two
               (2) years,



                                      2-5

<PAGE>

               provided that such Employee is on the United States payroll of a
               Participating Company;

          (c)  an alien, residing in the United States, employed by a
               Participating Company, whose employment assignment in the United
               States is expected to exceed two (2) years; or

          (d)  an alien, residing in the United States, employed by a
               Participating Company, whose employment assignment in the United
               States is expected to be two (2) years or less, who is performing
               services for the Participating Company in accordance with a
               written employment agreement, the terms and conditions of which
               provide for his participation in the Trust and Plan.

     In no event, however, shall any such employee be a Covered Employee during
any period that he:


               (1)  is employed as a member of a unit of Employees which is
                    covered by a collective bargaining agreement to which the
                    Company or a Participating Company is a party (unless such
                    collective bargaining agreement specifically provides for
                    participation in this Trust and Plan);

               (2)  is employed by an Affiliate which is not a Participating
                    Company;

               (3)  is a non-resident alien who received no income from a
                    Participating Company which constitutes income from sources
                    within the United States;

               (4)  is employed in a capacity categorized by the Company as an
                    "independent contractor" pursuant to a written or oral
                    agreement with a Participating Company, regardless of his
                    status as may be determined otherwise by the Commissioner of
                    the Internal Revenue or other government entity;

               (5)  is not paid through the Participating Company's payroll
                    department or is not on the Participating Company's payroll
                    (such excluded Employees shall include but not be limited to
                    those Employees who are paid through the Participating
                    Company's accounts payable department);

               (6)  is employed in a capacity reasonably categorized by the
                    Company, a Participating Company or an Affiliate as a Leased
                    Person, regardless of whether his status under the Code may
                    subsequently be determined by a court, the



                                      2-6

<PAGE>

                    Internal Revenue Service or other government entity to be
                    otherwise;

               (7)  is employed by and receiving his compensation from a leasing
                    organization which is not an Affiliate of a Participating
                    Company;

               (8)  is accruing benefits under any other qualified pension or
                    retirement plan maintained by the Company or any Affiliate
                    under the laws of the United States of America, other than
                    this Trust and Plan or the RPM, Inc. Retirement Plan; or

               (9)  is employed or performing services in accordance with an
                    oral or written employee agreement, the terms and conditions
                    of which preclude his participation in the Trust and Plan.

     2.16 Date of Hire.


     The words "Date of Hire" shall mean the date on which an Employee commences
employment and works at least one (1) Hour for a Participating Company or any
Affiliate and shall mean, in the case of a rehired Employee, the first date
following his previous Termination of Employment on which he works at least one
(1) Hour for a Participating Company or any Affiliate.

     2.17 Employee.

     The word "Employee" shall mean any common-law employee of a Participating
Company or an Affiliate or a Leased Person, or, where the context may require, a
former employee of a Participating Company or an Affiliate. The word "Employee"
shall not include any person who renders service to a Participating Company or
an Affiliate solely as a director or independent contractor or otherwise as a
self employed individual. In the event that a person renders service to a
Participating Company or an Affiliate as a common-law employee and in another
capacity as a director, an independent contractor or otherwise as a
self-employed



                                      2-7
<PAGE>
individual, he shall be considered to be an Employee hereunder only in his
capacity as a common-law employee.

     2.18 Entry Date.

     The words "Entry Date" shall mean the date as of which a Covered Employee
may become a Participant in the Trust and Plan. As of the Restatement Date, the
Entry Dates in a Plan Year are as follows:

          (a)  with respect to Full-Time Employees, the first day of the first
               full payroll period following the date he completes the
               applicable eligibility requirements of Section 3.2 hereof; and

          (b)  with respect to Part-Time Employees:

               (1)  if he meets the applicable eligibility requirements of
                    Section 3.2 hereof in the twelve (12) month period
                    commencing on his Date of Hire, the first full payroll
                    period following the date he completes said eligibility
                    requirements; and

               (2)  if he meets the applicable eligibility requirements of
                    Section 3.2 hereof in any Plan Year commencing after his
                    Date of Hire, the January 1 or July 1 coinciding with or
                    next following the date he completes said eligibility
                    requirements.

     2.19 ERISA.

     The acronym "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as such may be amended from time to time, and lawful regulations and
pronouncements promulgated thereunder. Whenever a reference is made to a
specific ERISA Section, such reference shall be deemed to include any successor
ERISA Section having the same or similar purpose.

     2.20 FMLA Leave. The words "FMLA Leave" shall mean an Employee's leave of
absence which is designated by the Participating Company or an Affiliate as
being taken pursuant to the



                                     2-8

<PAGE>

Family and Medical Leave Act of 1993, as it may be amended from time to time,
and lawful regulations and pronouncements promulgated thereunder.

     2.21 Full-Time Employee.

     The words "Full-Time Employee" shall mean any Employee who is customarily
employed by a Participating Company or Affiliate at a rate of one thousand
(1,000) or more Hours in any Plan Year.

     2.22 Highly Compensated Employee.

     The words "Highly Compensated Employee" shall mean, on and after January 1,
1997, an Employee or a former Employee who is highly compensated for a Plan Year
as described in Section 414(q) of the Code, which is hereby incorporated by
reference, and who is described for informational purposes herein as an Employee
during a Plan Year if either:

          (a)  during the current Plan Year or the Look-Back Year, was at any
               time a five percent (5%) or more actual or constructive owner of
               a Participating Company or any Affiliate; or

          (b)  during the Look-Back Year, received Testing Compensation from a
               Participating Company and all Affiliates greater than Eighty
               Thousand Dollars ($80,000.00) (plus any increase for cost of
               living as determined by the Secretary of the Treasury or his
               delegate).

     A former Employee shall be considered to be highly compensated for a Plan
Year if either such former Employee was a Highly Compensated Employee when such
former Employee terminated his employment or such former Employee was a Highly
Compensated Employee at any time after attaining age fifty-five (55).

     For purposes of this Section, "Look-Back Year" shall mean the twelve (12)
month period immediately preceding the current Plan Year; provided, however,
that the Company may elect that the Look-Back Year be the calendar year ending
with or within such twelve (12) month


                                    2-9

<PAGE>
period. Any such election must be made with respect to all qualified retirement
plans of the Participating Companies.

     2.23 Hour or Hour of Service.

          The  word "Hour" or the words "Hour of Service" shall mean:

          (a)  for any Employee who is categorized as non-exempt under the Fair
               Labor Standards Act, the actual number of hours for which he is
               directly or indirectly paid or entitled to payment by a
               Participating Company or any Affiliate for the performance of
               duties either as regular wages, salary or commissions, or for
               reasons other than the performance of duties such as vacation or
               holiday pay, and in either case, including payments pursuant to
               an award or agreement requiring a Participating Company or an
               Affiliate to pay back wages, irrespective of mitigation of
               damages. Hours of Service under this paragraph shall be
               calculated and credited pursuant to Section 2530.200b-2(b) and
               (c) of the Department of Labor Regulations which are incorporated
               herein by reference.

          (b)  for any Employee who is categorized as exempt under the Fair
               Labor Standards Act, the hours which are calculated and for which
               he is credited pursuant to the equivalencies set forth in Section
               2530.200b-3(e)(iv) of the Department of Labor Regulations which
               are incorporated herein by reference and applied in accordance
               with the following provisions. With respect to any such Employee
               Hours of Service shall be calculated on the basis of months of
               employment whereby the Employee shall be credited with one
               hundred ninety (190) Hours of Service for each month in which the
               Employee would be required to be credited with at least one (1)
               Hour of Service.

Notwithstanding the foregoing,

          (1)  no Employee shall be credited with more than 501 Hours of Service
               with respect to payments he receives or is entitled to receive
               during any single continuous period during which he performs no
               services for a Participating Company or any Affiliate
               (irrespective of whether he has terminated employment) due to
               vacation, holiday, illness, incapacity (including disability),
               layoff, jury duty, military duty, or leave of absence;

          (2)  no Employee shall be credited with Hours of Service with respect
               to payments he receives or is entitled to receive during a period
               when he performs no services for a Participating Company or any
               Affiliate under a plan maintained solely for the purpose of



                                     2-10

<PAGE>

               complying with applicable workers' compensation, unemployment
               compensation, disability insurance or Federal Social Security
               laws; and

          (3)  no Employee or former Employee shall be credited with Hours of
               Service with respect to payments he receives or is entitled to
               receive under a pension benefit plan to which a Participating
               Company or any Affiliate has contributed during a period when he
               performs no services for a Participating Company or any
               Affiliate.

     2.24 Leased Person.

     The words "Leased Person" shall mean, on or after January 1, 1997, any
individual (other than a common law Employee of a Participating Company or an
Affiliate) who, pursuant to an agreement between the Participating Company or
any Affiliate and any leasing organization, has performed services for the
Participating Company, an Affiliate or for related persons, as determined in
accordance with Section 414(n)(6) of the Code, on a substantially full-time
basis for a period of at least one (1) year, provided they are performed under
the primary direction or control of the Participating Company or any Affiliate.
Contributions or benefits provided on behalf of a Leased Person by the leasing
organization which are attributable to services performed for the Participating
Company shall be treated as provided by the Participating Company.

     An individual shall not be considered a Leased Person if:

          (a)  such person is covered by a money purchase pension plan which
               provides the following:

               (1)  a nonintegrated employer contribution formula of at least
                    ten percent (10%) of his compensation, as defined in Section
                    415(c)(3) of the Code, together with amounts contributed on
                    his behalf pursuant to a salary reduction agreement which
                    are excludable from the employee's gross income pursuant to
                    Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code;

               (2)  immediate participation in said money purchase pension plan;
                    and



                                    2-11

<PAGE>


               (3)  full and immediate vesting under said money purchase pension
                    plan; and

          (b)  Leased Persons do not constitute more than twenty percent (20%)
               of the workforce of the Participating Company and its Affiliates.

     2.25 Limitation Year.

     The words "Limitation Year" shall mean the twelve (12) month period ending
on December 31 in each calendar year. For periods prior to January 1, 1998, the
words "Limitation Year" shall mean the limitation years and, with appropriate
adjustments, short limitation periods established by the Company or by
regulations issued by the Secretary of the Treasury or his delegate for purposes
of determining compliance with Section 415 of the Code.

     2.26 Military Service.

     The words "Military Service" shall mean duty in the Armed Forces of the
United States, at the end of which an Employee's right to reemployment with the
Company or any Affiliate is guaranteed by law, but only if such Employee returns
to work with the Company or an Affiliate during the period such reemployment
rights are guaranteed. Notwithstanding any provision of this Trust and Plan to
the contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to Military Service will be provided in accordance with
Section 414(u) of the Code, which, as applicable to this Trust and Plan,
generally provides for certain periods of qualified military service to
constitute, upon a Participant's reemployment, Continuous Service hereunder. In
addition, upon such a Participant's reemployment, he shall be permitted to make
such pre-tax contributions as set forth in Article 4 hereof. Matching
contributions will be made on such pre-tax contributions in accordance with
Article 5 hereof.



                                     2-12
<PAGE>


     2.27 Normal Retirement Date.

     The words "Normal Retirement Date" shall mean the later of the date upon
which a Participant attains age sixty-five (65) and his completion of five (5)
years of participation in the Trust and Plan.

     2.28 Participant.

     The word "Participant" shall mean any Covered Employee who becomes a
Participant in this Trust and Plan in accordance with Article 3 hereof. A person
shall cease to be a Participant upon the date he ceases to be a Covered
Employee; provided, however, that a former Participant who has a Termination of
Employment shall be considered to be a Participant hereunder if the context so
requires.

     2.29 Participating Company.

     The words "Participating Company" shall mean the Company and any Affiliate
of the Company which is or shall become a Participating Company in this Trust
and Plan pursuant to Article 22 hereof but only for periods while it is a
Participating Company herein. As of the Restatement Date, the Participating
Companies are the Company and any U.S. Affiliate that is directly or indirectly
one hundred percent (100%) owned by the Company.

     2.30 Part-Time Employee.

     The words "Part-Time Employee" shall mean any Employee of a Participating
Company or an Affiliate whose customary employment is at a rate of fewer than
one thousand (1,000) Hours in any Plan Year.

     2.31 Plan Year.

     The words "Plan Year" shall mean the twelve (12) month period ending on
December 31 in each calendar year. For periods beginning prior to January 1,
1998, the words "Plan Year" shall mean the twelve (12) month period ending on
March 31 in each



                                      2-13

<PAGE>

calendar year; provided that there shall be a short Trust and Plan year from
April 1, 1997 through December 31, 1997.

     2.32 Related Employer.

     The words "Related Employer" shall mean a corporation which would be
defined as a member of a controlled group of corporations which includes a
Participating Company or any business organization which would be defined as a
trade or business (whether or not incorporated) which is under "common control"
with a Participating Company within the meaning of Sections 414(b) and (c) of
the Code, after substituting the phrase "more than fifty percent (50%)" for the
phrase "at least eighty percent (80%)" each place that the latter phrase appears
in Section 1563(a)(1) of the Code, and any member of an "affiliated service
group," as defined in Section 414(m) of the Code, which includes a Participating
Company but, in each case, only during the periods any such corporation,
business organization or member would be so defined.

     2.33 Restatement Date.

     The words "Restatement Date" shall mean the date on which this Amendment
and Restatement became effective, which date is January 1, 1999.

     2.34 Shares.

     The word "Shares" shall mean shares of the common stock of the Company.

     2.35 Supplemental Agreement.

     The words "Supplemental Agreement" shall mean an agreement adopted pursuant
to Section 22.3 of the Trust and Plan which contains special provisions which
may be applicable to some or all of the Employees of a Participating Company,
either in addition to or in lieu of the provisions of the Trust and Plan.



                                     2-14

<PAGE>

     2.36 Taxable Year.

     The words "Taxable Year" shall mean the annual accounting period for
Federal income tax purposes of each Participating Company as the same may change
from time to time.

     2.37 Termination Date.

     The words "Termination Date" shall mean the date on which any Participating
Company ceases to participate in this Trust and Plan.

     2.38 Termination of Employment.

     The words "Termination of Employment" shall mean for any Employee the
occurrence of any one of the following events:


          (a)  he is discharged by a Participating Company or any Affiliate
               unless he is subsequently reemployed and given pay back to his
               date of discharge;

          (b)  he voluntarily terminates employment with a Participating Company
               or any Affiliate;

          (c)  he retires from employment with a Participating Company or any
               Affiliate;

          (d)  he fails to return to work after exhaustion of his entitlement to
               an FMLA Leave, at the end of any leave of absence authorized by
               the Company, a Participating Company or any Affiliate, or within
               ninety (90) days following such Employee's release from Military
               Service or within any other period following Military Service in
               which his right to reemployment with a Participating Company or
               any Affiliate is guaranteed by law, or within three (3) days
               after he has been recalled to work following a period of layoff;

          (e)  he has been continuously laid-off by a Participating Company or
               an Affiliate for six (6) months;

          (f)  he fails to return to work after the cessation of disability
               income payments under any sick leave or short term disability
               program of a Participating Company or any Affiliate;

          (g)  if the stock or assets of the business unit by which the employee
               is employed are sold to a person or entity which is not an
               Affiliate of



                                      2-15

<PAGE>

               the Company or are transferred to a joint venture which is not an
               Affiliate of the Company and this Trust and Plan is assumed by
               such person or entity, his Termination of Employment (as defined
               in subparagraphs (a) through (f) above) with such person or
               entity; or

          (h)  if the stock or assets of the business unit by which the employee
               is employed are sold to a person or entity which is not an
               Affiliate of the Company or are transferred to a joint venture
               which is not an Affiliate of the Company and this Trust and Plan
               is not assumed by such person or entity, the date of sale of the
               stock or assets or the date of such transfer.

In the case of the occurrence of any event described in (d) or (e) of this
Section, the date of such Employee's Termination of Employment shall be deemed
to be the first day of any such period of leave of absence, layoff or Military
Service.

     The foregoing provisions of this Section notwithstanding, for purposes of
determining an Employee's Continuous Service under Section 2.14 hereof, in the
case of the occurrence of any event described in (d) or (e) of this Section,
such Employee's Termination of Employment shall be deemed to be the earlier of
(i) the first anniversary of the first day of any such period of leave of
absence, layoff, or Military Service, or (ii) the last day of any such period of
leave of absence, layoff, or Military Service.

     2.39 Testing Compensation.

     The words "Testing Compensation" shall mean remuneration used for testing
purposes under this Trust and Plan. The words "Testing Compensation" shall be
interpreted according to their context and:

          (a) when used to determine:

               (1)  effective January 1, 1998, whether the amounts allocated to
                    Accounts comply with the limitations on allocations set
                    forth in Section 415 of the Code, described in Article 19
                    hereof;



                                     2-16

<PAGE>

               (2)  whether the amounts allocated to Accounts comply with the
                    "amounts testing" requirements of Section 401(a)(4) of the
                    Code; and

               (3)  the identity of Highly Compensated Employees for purposes of
                    the Trust and Plan;

               Testing Compensation shall mean all amounts paid to a Participant
               as payment for services rendered by him to a Participating
               Company or any Related Employer which may be taken into account
               for purposes of determining limitations on Annual Additions and
               benefits under Section 415 of the Code;

          (b)  when used to determine the top-heavy status of the Trust and Plan
               pursuant to Article 18 hereof, Testing Compensation shall mean
               all amounts paid to a Participant as payment for services
               rendered by him to a Participating Company or any Related
               Employer which may be taken into account for purposes of
               determining limitations on Annual Additions and benefits under
               Section 415 of the Code, just as described in (a) above, but
               adjusted to exclude remuneration from a Related Employer which is
               not a Participating Company or Affiliate; and

          (c)  when used to determine satisfaction of the Deferral Percentage
               limit, the Contribution Percentage limit and the multiple use
               test of Article 6 of this Trust and Plan, Testing Compensation
               shall mean "compensation" for such Plan Year as defined in
               Section 414(s) of the Code.

     2.40 Trust and Plan.

     The words "Trust and Plan" shall mean this instrument as originally
executed and as it may be amended from time to time.

2.41 Trustee.

     The word "Trustee" shall mean the Trustee of the Trust or, where
applicable, the Trustee's designated agent. At the time of the Restatement Date,
the word "Trustee" shall mean Key Bank, National Association, successor in
interest to Key Trust Company of Ohio, N.A. and any successor Trustee or
Trustees.



                                    2-17

<PAGE>


     2.42 Valuation Date.

     The words "Valuation Date" shall mean the date upon which the Trust and
Plan's assets are valued for purposes of allocating gains and losses among the
investment funds and for determining the accrued benefit of each Accountholder.
On and after the Restatement Date, the words "Valuation Date" shall mean any day
that the New York Stock Exchange is open for business or any other date chosen
by the Administrator.

     2.43 Year of Eligibility Service.


     The words "Year of Eligibility Service" shall mean for any Employee a
twelve (12) month period commencing on such Employee's Date of Hire or on the
first day of any Plan Year commencing thereafter during which the Employee has
been or was previously employed by a Participating Company or Affiliate,
excluding any such Years of Eligibility Service during which the Employee
completed less than one thousand (1,000) Hours of Service for a Participating
Company or Affiliate.

     For purposes of determining a "Year of Eligibility Service," the initial
twelve (12) month period measured from an Employee's Date of Hire shall overlap
the first Plan Year following his Date of Hire. Thus, if an Employee completes
at least one thousand (1,000) Hours of Service during both the initial twelve
(12) month period and the overlapping Plan Year, he shall be deemed to have two
(2) Years of Eligibility Service as of the last day of such Plan Year.



                                    2-18

<PAGE>


                                   ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION


     3.1 Prior Participants.

     Each Employee of a Participating Company who was a Participant in this
Trust and Plan immediately prior to the Restatement Date shall continue to be a
Participant, provided he remains a Covered Employee.

     3.2 Eligibility.

     Each Employee who, on the Restatement Date, is a Covered Employee and each
Employee who becomes a Covered Employee after the Restatement Date shall be
eligible to become a Participant when he has met both of the following
requirements:

          (a)  he has attained the age of twenty-one (21) years; and

          (b)  he has either:

               (1)  completed six (6) months of Continuous Service as a
                    Full-Time Employee; or

               (2)  he has completed a Year of Eligibility Service.

     3.3 Entry Date.

     Each Covered Employee who meets the requirements for eligibility on the
Restatement Date shall become a Participant as of the Entry Date coinciding with
the Restatement Date. Each Covered Employee who meets the requirements for
eligibility after the Restatement Date shall become a Participant as of the
applicable Entry Date coincident with or next following the date he first meets
the requirements for eligibility, provided that he is then still a Covered
Employee of a Participating Company.



                                      3-1
<PAGE>

     3.4 Rehired Participant.

     In the event that the Company or a Participating Company shall reemploy a
former Participant, such former Participant shall become a Participant in this
Trust and Plan on the first Entry Date coinciding with or next following his
date of rehire, provided he is then a Covered Employee. Any other former
Participant must requalify under the provisions of Section 3.2 before he is
eligible to again become a Participant.

















                                     3-2

<PAGE>


                                   ARTICLE 4

                         EMPLOYEE PRE-TAX CONTRIBUTIONS

     4.1 Election of Pre-Tax Contributions.

     Pursuant to uniform rules and procedures prescribed by the Administrator, a
Participant may elect that a stated portion (such portion being within the
limitations set forth in Section 4.2 hereof) of his unpaid Compensation for a
Plan Year be paid by a Participating Company to the Trustee hereunder and be
treated as a contribution by the Participating Company. A Participant's
election, pursuant to this Section, shall be made in such manner (including in
writing, orally, telephonically or electronically) as the Administrator shall
determine. Any such election shall become effective as of a date determined in
accordance with rules established by the Company in its sole discretion. A
Participant's election shall be conditioned upon:

          (a)  his right to defer the imposition of Federal income tax on such
               deferred Compensation until a subsequent distribution of such
               amount under this Trust and Plan; and

          (b)  the Participating Company's right to deduct such amount for
               Federal income tax purposes after taking into account any
               contributions made by the Participating Company under Article 5
               hereof and after taking into account any contributions made by
               the Participating Company under any other profit sharing, pension
               and stock bonus plans maintained by the Participating Company
               which meet the requirements of Section 401(a) of the Code.

     4.2 Amount of Pre-Tax Contributions.

     A Participant shall be permitted to elect to have a Participating Company
make contributions on his behalf to this Trust and Plan equal to a stated
portion of his unpaid Compensation from such Participating Company for a Plan
Year by means of a Compensation reduction arrangement described in Section 4.1
hereof. Pursuant to rules issued by the Administrator, such stated portion may
be either a stated percentage, or a stated dollar amount if



                                    4-1
<PAGE>


such option is established by the Administrator pursuant to uniform rules and
procedures effective as of a future date, of the Participant's Compensation. As
of the Restatement Date, a Participant may direct the Participating Company to
make such contributions to the Trust and Plan in a stated whole percentage of
his Compensation for a Plan Year. The minimum and maximum stated dollar amount
or percentage which may be designated by a Participant shall be determined by
the Company in its sole discretion. As of the Restatement Date, the percentage
limits hereunder are between one percent (1%) and fifteen percent (15%) of his
Compensation. On and after June 1, 2002, the percentage limits hereunder are
between one percent (1%) and twenty percent (20%) of his Compensation. In the
event that the Administrator allows Participants to elect to defer a stated
dollar amount, and if a Participant elects to have such contributions made in
such stated dollar amount, such dollar amount may not, as a percentage, be less
than or exceed the minimum or maximum percentage, respectively, determined in
accordance with the applicable percentage limits determined as described above.

     4.3 Revoking and Amending Elections.

     Any election made pursuant to Section 4.1 above shall be deemed a
continuing election and shall remain in effect unless revoked or amended by the
Participant. Any revocation or amendment of an election shall be made in such
form and manner (including in writing, orally, telephonically electronically) as
the Administrator shall determine. As of the Restatement Date, a Participant may
at any time increase, decrease or revoke the amount of his election, effective
as soon as administratively feasible following the election.

     4.4 Payment to trustee.

     All amounts paid by a Participating Company to the Trustee pursuant to
Section 4.1 above shall be paid not later than the date on which such amounts
can reasonably be segregated from a Participating Company's general assets. In
any event, such amounts shall be



                                      4-2
<PAGE>

paid to the Trustee not later than the fifteenth (15th) business day of the
month following the month in which such amount would otherwise have been payable
to the Participant in cash.

     4.5 Pre-Tax Account.

     Any amounts contributed by a Participating Company pursuant to a
Participant's election under Section 4.1 above shall be held by the Trustee as a
part of the Trust Fund created under this Trust and Plan, shall be specifically
allocated to the Participant's Pre-Tax Account for the benefit of such
Participant and shall be invested and reinvested, valued and administered in
accordance with the terms of this Trust and Plan. Any amounts credited to a
Participant's Pre-Tax Account shall be fully vested and nonforfeitable at all
times.

     4.6 Effect of Hardship Withdrawal on Pre-Tax Contributions.


     In the event a Participant receives a distribution from his Pre-Tax Account
as a result of hardship as described in Article 9, such Participant's pre-tax
contributions under Section 4.1 above shall be suspended for a twelve (12) month
period after his receipt of such hardship distribution. In addition, for the
taxable year of the Participant immediately following the Participant's taxable
year during which said hardship distribution occurs, such Participant shall be
barred from making pre-tax contributions in excess of (a) minus (b) below,
where:

          (a)  equals Ten Thousand Dollars ($10,000.00) plus any cost of living
               increase after the Restatement Date allowable under Section
               402(g) of the Code for such immediately following taxable year of
               the Participant; and

          (b)  equals the amount of such Participant's pre-tax contributions for
               the Participant's taxable year during which said hardship
               distribution is made.

     4.7 Catch-Up Contributions After Return From Military Service.

     In the event that a Participant returns to employment with a Participating
Company or an Affiliate immediately following a leave of absence due to Military
Service and had failed to make pre-tax



                                      4-3
<PAGE>

contributions while on such leave of absence, the Participant may elect to make
catch-up pre-tax contributions relating to such period of Military Service, to
the extent required by Section 414(u) of the Code. The period during which such
Participant may make such catch-up contributions shall commence on his date of
rehire and shall continue for a period which is the lesser of five (5) years
following such date of rehire or three (3) times the Participant's period of
Military Service.
























                                      4-4

<PAGE>


                                   ARTICLE 5

                             EMPLOYER CONTRIBUTIONS

     5.1 Matching Contributions.

     Each Participating Company shall make matching contributions to the Trust
and Plan on behalf of its Employees who make pre-tax contributions to the Trust
and Plan. The amount of such matching contributions shall be determined by the
Company in its discretion from time to time and shall be announced to
Participants. Such amount, if any, shall be a percentage of the amounts
contributed to the Trust and Plan for a Plan Year pursuant to such Participant's
election under Section 4.1 hereof. As of the Restatement Date, a matching
contribution equal to fifty cents ($0.50) shall be made for each one dollar
($1.00) in pre-tax contributions contributed by a Participant up to six percent
(6%) of the Participant's Compensation as determined on the Allocation Date.

     Notwithstanding the foregoing provisions of this Section, no matching
contribution shall be made in excess of the Contribution Percentage limit
described in Section 6.5 hereof nor with respect to any contribution made by a
Participating Company pursuant to Section 4.1 due to a Participant's election
thereunder to the extent such Participating Company contribution pursuant to
Section 4.1 is:

          (1)  in excess of the dollar limit described in Section 6.3 hereof;

          (2)  in excess of the Deferral Percentage limit described in Section
               6.4 hereof; or

          (3)  in excess of the multiple use limit described in Section 6.6
               hereof.

     5.2 Qualified Matching Contributions.

     A Participating Company may make qualified matching contributions to the
Trust and Plan for any Plan Year in an amount determined by the Company from
time to



                                    5-1
<PAGE>


time. The contributions, if any, shall be allocated to the Accounts of some or
all of the Participants who are non-Highly Compensated Employees in such manner
as the Company shall designate at the time any such contributions are made to
the Trust and Plan.

     5.3 Payment to Trustee.

     The Participating Companies shall make the contributions specified in
Sections 5.1 and 5.2 hereof to the Trustee not later than the last day upon
which the Participating Company may make a contribution under this Trust and
Plan and secure under the Code a deduction of such contribution in the
computation of its Federal income taxes for the Taxable Year for which such
contribution is made.

     5.4 Match Account and Qualified Match Account.


     Any amounts contributed by a Participating Company pursuant to this Article
shall be held by the Trustee as a part of the Trust Fund created under this
Trust and Plan and shall be specifically allocated to the following Accounts:

          (a)  a matching contribution, made pursuant to Section 5.1 hereof,
               shall be allocated to the Participant's Match Account;

          (b)  a qualified matching contribution, made pursuant to Section 5.2
               hereof, shall be allocated to the Participant's Qualified Match
               Account;

for the benefit of such Participant and shall be invested and reinvested, valued
and administered in accordance with the terms of this Trust and Plan.
Contributions made pursuant to this Article shall be fully vested and
nonforfeitable at all times.

     5.5 Correction of Allocation Errors.

     If, after the Participating Companies' contributions have been made and
allocated, it should appear that, through oversight or a mistake of fact or law,
a Participant (or an Employee who should have been considered a Participant) who
should have been entitled to



                                      5-2
<PAGE>


share in such contribution, received no allocation or received an allocation
which was less than he should have received, the Company may, at its election
and in lieu of reallocating such contribution, make a special make-up
contribution to the Account of such Participant in an amount which shall be
sufficient to provide for him the same allocation to his Account as he should
have received. Similarly, if a Participant received an allocation which exceeded
the amount he should have received (or an Employee was inappropriately included
in the Trust and Plan), the Company, at its election, may reallocate such
contribution, offset other Participating Company contributions against such
allocation or use such allocation to pay Trust and Plan expenses.

     5.6 Matching Contributions Upon Return From Military Service.

     In the event that a Participant returns to employment with a Participating
Company or any Affiliate immediately following his leave of absence due to
Military Service and makes the catch-up pre-tax contributions described in
Section 4.7 hereof, the Participating Company shall make any matching
contribution related to said catch-up pre-tax contributions to the extent
required under Section 414(u) of the Code.




























                                      5-3

<PAGE>


                                   ARTICLE 6

                  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

     6.1 Effective Date of Article 6.

     Notwithstanding anything contained in this Article to the contrary, the
provisions of this Article shall be effective on and after January 1, 1997.

     6.2 Contributions Are Subject to Limitations.

     The amount and allocation of contributions and the allocation of
forfeitures under this Trust and Plan shall be subject to several limitations.
Those limitations shall be as follows:

          (a)  pre-tax contributions made to the Trust and Plan pursuant to a
               Participant's deferral election under Article 4 of the Trust and
               Plan shall be subject to the individual dollar limit described in
               Section 6.3 hereof;

          (b)  pre-tax contributions made to the Trust and Plan pursuant to a
               Participant's deferral election under Article 4 of the Trust and
               Plan (plus, to the extent permitted by law, matching
               contributions made to the Trust and Plan pursuant to Section 5.1
               hereof if aggregation of such amounts for this purpose is elected
               by the Company) shall be subject to the Deferral Percentage limit
               set forth in Section 6.4 hereof;

          (c)  matching contributions made to the Trust and Plan shall be
               subject to the Contribution Percentage limit set forth in Section
               6.5 hereof, separately (except as otherwise provided in said
               Section 6.5) from amounts deferred pursuant to Section 4.1
               hereof;

          (d)  The contributions described in paragraphs (b) and (c) above shall
               be subject to the limit on "multiple use" set forth in Section
               6.6 hereof;

          (e)  All contributions made pursuant to Article 4 and Article 5 of the
               Trust and Plan shall, in the aggregate, be subject to the
               deductibility limit set forth in Section 6.7 hereof; and

          (f)  The allocation of all of the foregoing contributions and the
               allocation of all forfeitures shall, in the aggregate, be subject
               to the limitation on Annual Additions set forth in Article 19
               hereof.



                                     6-1

<PAGE>
     For purposes of this Article the rules and procedures set forth below in
this Section shall apply:

          (1)  For purposes of determining a Participant's Deferral and
               Contribution Percentages pursuant to Sections 6.4 and 6.5 hereof,
               all elective contributions (or employee and matching
               contributions, as appropriate) that are made under two (2) or
               more plans that are aggregated for purposes of Sections 401(a)(4)
               or 410(b) (other than Section 410(b)(2)(A)(ii)) of the Code shall
               be treated as made under a single plan.

          (2)  If two (2) or more plans are permissively aggregated for purposes
               of Section 401(k) or 401(m) of the Code, the aggregated plans
               shall also satisfy Sections 401(a)(4) and 410(b) of the Code as
               though they were a single plan.

          (3)  The Contribution Percentage of any Highly Compensated Employee
               shall be determined by treating all plans maintained by the
               Participating Companies or any Affiliate that are subject to
               Section 401(k) or 401(m) of the Code (other than those that may
               not be permissively aggregated) as a single plan.

     6.3  The Dollar Limit.

     The amount of the Participating Company contribution under Article 4 of the
Trust and Plan with respect to the taxable year of a Participant made pursuant
to a Participant's deferral election plus similar amounts contributed on a
similar basis by any other employer (whether or not related to a Participating
Company) required by law to be aggregated with such contributions under this
Trust and Plan shall not exceed Nine Thousand Five Hundred Dollars ($9,500.00)
plus any increase for cost-of-living after January 1, 1997, as determined from
time to time pursuant to regulations issued by the Secretary of the Treasury or
his delegate pursuant to Section 415(d) of the Code. In the event that the
contributions pursuant to Section 4.1 of the Trust and Plan for a Participant's
taxable year exceed such limit, the excess contributions together with any
earnings allocable to such excess contributions shall be refunded




                                      6-2
<PAGE>

to the Participant by the April 15th next following the close of such taxable
year. The amount of any such refund shall be debited to the Participant's
Pre-Tax Account.

     In the event that the Administrator shall receive notice from a Participant
by the March 1 next following the close of a Participant's taxable year that the
contributions on behalf of the Participant under Section 4.1 hereof together
with similar contributions under plans of other employers shall have exceeded
such limit, the Administrator shall cause the amount of excess contributions
specified by the Participant together with any earnings allocable to such excess
contributions to be refunded to the Participant by the April 15th next following
the receipt of such notice. The amount of any such refund shall be debited to
the Participant's Pre-Tax Account.

     6.4  Deferral Percentage Limit.

          The contributions made for a Plan Year pursuant to an Active
Participant's deferral election under Section 4.1 hereof shall be limited so
that the average Deferral Percentage for the Active Participants who are Highly
Compensated Employees for the current Plan Year shall not exceed an amount
determined based upon the average Deferral Percentage for the Active
Participants who are not Highly Compensated Employees for the prior Plan Year,
as follows:

<TABLE>
<CAPTION>
             (A)                                              (B)

Average Deferral Percentage for                  Limit on Average
Active Participants who are not                  Deferral Percentage for Highly
Highly Compensated                               Compensated Active Participants
-------------------------------                  -------------------------------
<S>                                              <C>
Less than 2%                                     2 times Column A
2% or more but less than 8%                      Column (A) plus 2%
8% or more                                       1.25 times Column (A)
</TABLE>

     The Company may elect to apply the provisions of this Section by using
average Deferral Percentages for the Participants who are not Highly Compensated
Employees for the



                                      6-3
<PAGE>

current Plan Year rather than the preceding Plan Year in accordance with Section
401(k)(3)(A) of the Code; provided, however, that after December 31, 2000, such
election by the Company shall not be changed, except as may be provided by the
Secretary of the Treasury. On and after January 1, 2001, the Company shall use
prior year testing in determining the Deferral Percentage limit for Participants
who are not Highly Compensated Employees.

     6.5  Contribution Percentage Limit.

          The contributions made for a Plan Year as qualified matching
contributions pursuant to Article 5 hereof which are not used to satisfy the
average Deferral Percentage test set forth in Section 6.4 above shall be limited
so that the average Contribution Percentage for the Active Participants who are
Highly Compensated Employees for the current Plan Year shall not exceed an
amount determined based upon the average Contribution Percentage for the Active
Participants who are not Highly Compensated Employees for the prior Plan Year in
accordance with the table set forth in Section 6.4 hereof.

     The Company may elect to apply the provisions of this Section by using
average Contribution Percentages for the Participants who are not Highly
Compensated Employees for the current Plan Year rather than the preceding Plan
Year in accordance with Section 401(m)(2)(A) of the Code; provided, however,
that after December 31, 2000, such election by the Company shall not be changed,
except as may be provided by the Secretary of the Treasury. On and after January
1 2001, the Company shall use prior year testing in determining the Contribution
Percentage limit for Participants who are not Highly Compensated Employees.

     6.6  Multiple Use Limit.

          If both the average Deferral Percentage and the average Contribution
Percentage of the Active Participants who are Highly Compensated Employees
exceeds one and twenty-five hundredths (1.25) multiplied by the corresponding
average Deferral Percentage or




                                      6-4
<PAGE>

average Contribution Percentage of the Active Participants who are not Highly
Compensated Employees, then either:

          (a)  the pre-tax contributions made for a Plan Year pursuant to a
               Participant's deferral election under Section 4.1, plus the
               matching contributions made for such Plan Year shall be limited
               so that the sum of the average Deferral Percentage and the
               average Contribution Percentage for the Active Participants who
               are Highly Compensated Employees does not exceed the Aggregate
               Limit; or

          (b)  a Participating Company may make qualified matching contributions
               to the Trust and Plan pursuant to Section 5.2 hereof so as to
               enable the average Deferral Percentage or the average
               Contribution Percentage, or both, of the Active Participants who
               are Highly Compensated Employees not to exceed one and
               twenty-five hundredths (1.25) multiplied by the corresponding
               average Deferral Percentage or average Contribution Percentage of
               the Active Participants who are not Highly Compensated Employees
               for the Plan Year.

     6.7  Deductibility Limit.

          In no event shall the amount of all contributions by a Participating
Company pursuant to Article 5 hereof, together with all amounts contributed by
such Participating Company to the Trustee pursuant to Participants' elections
under Section 4.1 hereof, exceed the maximum amount allowable as a deduction
under Section 404(a)(3) of the Code or any statute of similar import, including
the amount of any contribution carryforward allowable under said Section
404(a)(3). This limitation shall not apply to contributions which may be
required in order to provide the minimum contributions described in Article 18
for any Plan Year in which this Trust and Plan is top-heavy.

     6.8  Correcting Excess Contributions.

          In the event that the limitations set forth in Sections 6.3, 6.4, 6.5
or 6.6 shall be exceeded, the Administrator may, in addition to or in lieu of
making qualified matching contributions to the Trust and Plan pursuant to
Section 5.2 hereof, take action to reduce future



                                      6-5
<PAGE>

contributions made pursuant to Section 4.1 hereof. Such reduction may include a
reduction in the future rate of pre-tax contributions pursuant to Section 4.1
hereof of any Participant who is a Highly Compensated Employee pursuant to any
legally permissible procedure. In the event that such action shall fail to
prevent the excess, prior contributions made pursuant to Section 4.1 hereof,
plus any income and minus any losses allocable thereto to the date of
distribution, shall be distributed to the affected Participants who are Highly
Compensated Employees no later than two and one-half (2-1/2) months following
the end of the Plan Year in which such contributions were made. If such excess
amounts are not distributed within said two and one-half (2-1/2) month period,
as required by the Code, a ten percent (10%) excise tax on such excess amount
shall be imposed on the Participating Company employing such Highly Compensated
Employees.

     In the event of a distribution of pre-tax contributions, any Participating
Company matching contribution related to such distributed pre-tax contribution
plus any income and minus any losses allocable thereto to the date of
distribution shall be forfeited by the affected Participants on a pro rata
basis. Such matching contributions shall be returned to the Participating
Company or shall be used to reduce Participating Company matching contributions
for other Participants, as the Company shall elect, and the Match Account of
such Participant shall be debited with the amount of such returned or
reallocated distribution.

     In the event that distributions must be made in order to bring the Trust
and Plan into compliance with Section 6.4, 6.5 or 6.6 hereof, the Administrator
shall reduce the dollar amount of deferrals of Participants who are Highly
Compensated Employees in descending order, beginning with the Highly Compensated
Employee(s) with the highest dollar amount of deferral, until the dollar amount
of the reductions, in the aggregate, equals the dollar amount of



                                      6-6
<PAGE>

the reductions which would have been made if the Administrator had reduced the
deferrals of Participants who are Highly Compensated Employees in descending
order, beginning with the Highly Compensated Employee(s) with the highest
percentage deferral until the Deferral Percentage limit described in Section 6.4
hereof and the Contributions Percentage limit described in Section 6.5 hereof
would be satisfied.

     For purposes of adjusting excess contributions to take into account income
and losses during the Plan Year, the income or loss shall be allocated in
accordance with the procedures for the allocation of income and loss as set
forth in Article 8 hereof. In the event that the Contribution Percentage of any
Highly Compensated Employee(s) must be reduced in order to bring the Trust and
Plan into compliance with Section 6.5 hereof, the same procedure as is set forth
above for reducing Participants' deferrals shall apply in reducing their
Contribution Percentages. Any adjustments made in Pre-Tax or Match Accounts
shall be made in a uniform manner for similarly situated Participants.

     6.9  Definitions and Special Rules.

          For purposes of this Article, the following definitions and special
rules shall apply:

          (a)  The "Deferral Percentage" for an active Participant for any Plan
               Year shall equal the total of the contributions made on his
               behalf for such Plan Year pursuant to Article 4 hereof plus, to
               the extent the Company shall elect, all or a portion of the
               qualified matching contributions made on his behalf pursuant to
               Article 5 hereof as a percentage of his Testing Compensation for
               such Plan Year.

          (b)  The "Contribution Percentage" for an active Participant for any
               Plan Year shall equal the Participating Company matching
               contributions made on his behalf for a Plan Year under Article 5
               hereof and qualified matching contributions pursuant to Article 5
               hereof which are not used to satisfy the average Deferral
               Percentage test set forth in Section 6.3 hereof as a percentage
               of his Testing Compensation for such Plan Year. The
               Administrator, in its sole discretion exercised pursuant to
               regulations issued under



                                      6-7
<PAGE>

               Section 401(m)(9)(B) of the Code, may direct that the
               "Contribution Percentage" include the contributions made on
               behalf of a Participant pursuant to Article 4 hereof.

          (c)  The "applicable average Deferral Percentage" shall mean the
               average of the Deferral Percentages calculated pursuant to
               paragraph (a) above for the preceding Plan Year or, if the
               Participating Company elects, in accordance with Section
               401(k)(3)(A) of the Code, the current Plan Year.

          (d)  The "applicable average Contribution Percentage" shall mean the
               average of the Contribution Percentages calculated pursuant to
               paragraph (b) above for the preceding Plan Year or, if the
               Participating Company elects, in accordance with Section
               401(m)(2)(A) of the Code, the current Plan Year.

          (e)  The "Aggregate Limit" is equal to the greater of (1) and (2)
               below where:

               (1)  equals the sum of:

                    (A)  1.25 times the greater of the applicable average
                         Deferral Percentage or the applicable average
                         Contribution Percentage for the non-Highly Compensated
                         Employees; and

                    (B)  two percentage points plus the lesser of the applicable
                         average Deferral Percentage or the applicable average
                         Contribution Percentage for the non-Highly Compensated
                         Employees. In no event, however, shall this amount
                         exceed twice the lesser of the applicable average
                         Deferral Percentage or the applicable average
                         Contribution Percentage for the non-Highly Compensated
                         Employees; and

               (2)  equals the sum of:

                    (A)  1.25 times the lesser of the applicable average
                         Deferral Percentage or the applicable average
                         Contribution Percentage for the non-Highly Compensated
                         Employees; and

                    (B)  two percentage points plus the greater of the
                         applicable average Deferral Percentage or the
                         applicable average Contribution Percentage for the
                         non-Highly Compensated Employees. In no event, however,
                         shall this amount exceed twice the greater of the
                         applicable average Deferral Percentage or the




                                      6-8
<PAGE>

                         applicable average Contribution Percentage for the
                         non-Highly Compensated Employees.





                                      6-9
<PAGE>

                                    ARTICLE 7

                  INVESTMENT FUNDS AND DIRECTION OF INVESTMENT

     7.1  Permitting Direction of Investments.

          The Company may direct that Accountholders be permitted to direct the
investment of all or certain of their Accounts under the Trust and Plan in such
media, whether limited or unlimited, as shall be designated by the Company, from
time to time, subject to the limitations hereinafter set forth in this Article.
Any direction of the Company, pursuant to this Section, shall apply to all
Accountholders in a uniform and nondiscriminatory manner. In the event the
Company directs that Accountholders be permitted to direct the investment of
certain of their Accounts, the Company shall notify the Accountholders of such
fact. If the Company shall determine that the Trust and Plan should comply with
the provisions of Section 404(c) of ERISA insofar as is practical, it shall
direct that appropriate steps be taken in furtherance thereof.

     7.2  Investment Funds.

          The investment funds which may be selected by the Company shall
include, but not be limited to, the following:

          (a)  Money Market Funds;

          (b)  Mutual Funds;

          (c)  Equity Funds;

          (d)  Fixed Income Funds;

          (e)  Any pooled investment fund established by a bank;

          (f)  Any insurance company's general account; and

          (g)  Any special account established and maintained by any insurance
               company.

The Company shall have the sole discretion to determine the number of investment
funds to be maintained hereunder and the nature of the funds and may change or
eliminate the funds



                                      7-1
<PAGE>

provided hereunder from time to time, except that on or after April 1, 1994, if
individual direction of investments is permitted, and if compliance with Section
404(c) is to be pursued, the number of such funds shall not be less than three
(3), and of the funds selected, at least three (3) shall be diversified and have
materially different risk and return characteristics, as determined by the
Company.

     7.3  Procedures for Direction of Investment.

          An Accountholder shall direct the investment of amounts contributed on
his behalf in the investment funds described in Section 7.2 and in such other
funds as may be established by the Company hereunder. Any such direction of
investment shall be provided to the Administrator or other identified Plan
fiduciary who is obligated to comply with such instructions by the Accountholder
in such form (written, orally, telephonically or electronically) and at such
times as the Administrator shall prescribe and with written or other
confirmation in such form as the Administrator shall prescribe. Such
individual's investment selections shall be made in accordance with such other
rules as are established by the Administrator from time to time in its sole
discretion, including rules requiring that investment selections be made in
percentage increments. Any rules established by the Administrator pursuant to
this Section shall apply to all Accountholders in a uniform and
nondiscriminatory manner.

     In the event that an Accountholder does not direct the investment of
amounts credited to his Accounts or if any such Accounts are entitled to receive
proceeds from a class action lawsuit or to receive other amounts where
subsequent to accruing but prior to receiving such right or interest, all
amounts in the Accounts of the Accountholder have been distributed, such amounts
shall be invested in a default investment fund designated by the Company. As of
the Restatement Date, such default fund is the EB Money Market Fund.


                                      7-2
<PAGE>

     Notwithstanding anything to the contrary in this Article, the Company,
Administrator and Trustee may decline to follow any investment direction which,
if implemented:


          (a)  would not be in accordance with the Trust and Plan documents;

          (b)  would cause the indicia of ownership of Trust and Plan assets to
               be maintained outside the jurisdiction of the United States
               District Courts;

          (c)  would jeopardize this Trust and Plan's tax-qualified status;

          (d)  could result in a loss in excess of the balance of the
               Accountholder's Accounts;

          (e)  would cause this Trust and Plan to engage in:

               (1)  a sale or exchange with a Participating Company or Affiliate
                    (except as with respect to certain qualifying employer
                    securities as defined in Section 407(d)(5) of ERISA which
                    meet the requirements of Section 408(e) of ERISA and 29 CFR
                    ss.2550.404c-1(d)(2)(ii)(E)(4));

               (2)  a lease between this Trust and Plan and a Participating
                    Company or Affiliate or a loan to a Participating Company or
                    Affiliate;

               (3)  acquisition or sale of real property of a Participating
                    Company or Affiliate; or

               (4)  acquisition or sale of securities of a Participating Company
                    or Affiliate other than certain qualifying employer
                    securities as defined in Section 407(d)(5) of ERISA which
                    meet the requirements of Section 408(e) of ERISA and 29 CFR
                    ss.2550.404c-1(d)(2)(ii)(E)(4);

          (f)  would result in a prohibited transaction within the meaning of
               Section 4975 of the Code or Section 406 of ERISA; or

          (g)  would generate income taxable to this Trust and Plan.

     7.4  Change of Direction of Investment.

          All directions as to the investment of his Accounts by an
Accountholder shall be deemed to be continuing directions until they shall have
been changed. An


                                      7-3
<PAGE>

Accountholder may change his direction of investment at any time, but only in
accordance with such rules (including minimum percentages and the time and form
of providing such directions) and limitations thereon, as the Administrator may
establish in its sole discretion. Each Accountholder shall indicate whether any
change in investment direction shall apply only to contributions made to this
Trust and Plan on his behalf following such change or whether such change shall
also operate to change the investment of amounts already credited to his
Accounts. If a procedure for daily change of investment is offered by the
Administrator, such direction of investment may be changed on a daily basis,
such change generally to be effective as of the day of change, but subject to
reasonable administrative delays.

     7.5  Transfer of Funds Between Investment Options.

          If an Accountholder has made a proper change of investment direction
pursuant to Section 7.4 hereof with respect to amounts already credited to his
Accounts, the Trustee shall transfer amounts from one investment fund to another
to accomplish such change of investment.

     7.6  Valuation of Investment Funds.

          Any investment fund established pursuant to this Article shall be
valued and adjusted according to the procedures set forth in Article 8 hereof as
a separate Trust Fund. It is intended that this Section operate to adjust each
investment fund to reflect all income attributable to each such fund and changes
in the value of each such fund's assets, as the case may be, as of any Valuation
Date.

     7.7  Maintenance of Pre-Tax Contribution Stock Fund.

          The Trustee shall maintain a Pre-Tax Contribution Stock Fund within
the Trust Fund. Prior to June 1, 1996, pre-tax contributions made by the
Participating Companies on a participant's behalf and contributed to the Trust
and Plan pursuant to the provisions of the Trust



                                      7-4
<PAGE>

and Plan at such time and all dividends and other amounts attributable to such
pre-tax contributions that were made in cash and used to purchase Shares shall
continue to be held and invested in the Pre-Tax Contribution Stock Fund. On and
after June 1, 1996, participants may no longer direct the investment of pre-tax
contributions made on their behalf into the Pre-tax Contribution Stock Fund.

     7.8  Maintenance of Matching Contribution Stock Fund.

          The Trustee shall maintain a Matching Contribution Stock Fund within
the Trust Fund. All matching contributions made by the Participating Companies
pursuant to Sections 5.1 and 5.2 hereof and all dividends and other amounts
attributable to such matching contributions and qualified matching contributions
that either are made in Shares or are made in cash and used to purchase Shares
shall be held and invested in the Matching Contribution Stock Fund.

     7.9  Investment of Pre-Tax and Matching Contribution Stock Funds.

          The Pre-Tax Contribution Stock Fund and Matching Contribution Stock
Fund shall be invested exclusively in Shares, except that the Trustee may retain
an amount of cash sufficient to pay out any fractional Shares or small Share
balances which Participants may be entitled to on distribution of their
Accounts. Any monies, contributed by the Participating Companies or received
pursuant to cash dividends paid on or cash distributions made with respect to
Shares held by the Trustee, shall be invested in Shares as soon as reasonably
possible after their receipt. The Company shall not be obligated to sell any
Shares to the Trustee, but may do so in the sole discretion of its stockholders
or Board of Directors, as the case may be, out of authorized but unissued
Shares, treasury Shares or Shares previously issued and reacquired by the
Company. In order to ensure the availability of Shares for purchase by the
Trustee, the Trustee may, at the direction of the Company, enter into an
agreement to purchase Shares with,



                                      7-5
<PAGE>

or acquire an option to purchase Shares from, such person or persons, including
the Company, its directors or officers, as the Company shall select.

     Notwithstanding the foregoing provisions of this Section, the Pre-Tax
Contribution Stock Fund and Matching Contribution Stock Fund shall be invested
in Shares only while Shares (i) constitute "qualifying employer securities," as
such term is defined in Section 4975 of the Code and Section 407(d) of ERISA and
(ii) are available and (iii) have not been disposed of pursuant to a participant
vote or merger as provided in Section 7.10 hereof. At any such time such
investment may constitute more than ten percent (10%) of the fair market value
of the assets of the Trust Fund and as much as one hundred percent (100%) of the
fair market value of the assets of the Pre-Tax Contribution Stock Fund and the
Matching Contribution Stock Fund.

     If the Shares cease to be "qualifying employer securities," cease to be
available, or are either sold pursuant to a participant vote or converted to
cash in a merger described in Section 7.10 hereof, proceeds from the disposition
of Shares, or amounts which otherwise would be invested in Shares, shall be
invested in investment funds otherwise selected by the Company pursuant to
Section 7.2 hereof. Initially, such amounts shall be invested as follows:

          (a)  if an affected Accountholder is directing the investment of his
               Accounts pursuant to Section 7.3 hereof, such amounts shall be
               invested in accordance with the direction in effect for the
               investment of new contributions or, if no such election is in
               effect with respect to the investment of new contributions, but
               an election is in effect with respect to the investment of
               existing Account balances, then in accordance with such election;
               or

          (b)  if an affected Accountholder is not directing the investment of
               his Accounts pursuant to Section 7.3 hereof, such amounts shall
               be invested in the default fund designated by the Company; or

          (c)  if the Company is not permitting Accountholders to direct the
               investment of their Accounts pursuant to Section 7.3 hereof, then




                                      7-6
<PAGE>

               the amounts shall be invested in the discretion of the person
               directing such investment.

     Following the initial investment of such amounts, the investment thereof
shall be subject to the provisions otherwise applicable to the investment of
Accounts hereunder.

     7.10 Contributions Conditioned on Qualification.

          This Trust and Plan has been established and contributions will be
made hereto on the express condition that it initially be and remain a qualified
plan under Section 401(a) of the Code. It is intended that the Participating
Companies and Accountholders be entitled to the benefits of the special
provisions of the Code and ERISA which are applicable to qualified plans
including:

          (a)  deduction of employer contributions pursuant to Section 404 of
               the Code;

          (b)  deduction of 401(k) contributions pursuant to Section 401(k) of
               the Code;

          (c)  deferral of tax to plan Participants until receipt of
               distributions from the Trust and Plan pursuant to Section 402 of
               the Code;

          (d)  special income averaging provisions applicable to lump sum
               distributions from the Trust and Plan pursuant to Section 402(e)
               of the Code; and

          (e)  exemption of the Trust Fund from taxation under Section 501(a) of
               the Code;

and this Trust and Plan is expressly conditioned upon the initial and continued
qualification of this Trust and Plan for such benefits.

     Because the sale or exchange of the Shares held by this Trust and Plan
could result in the violation of Section 411(d)(6) of the Code, disqualification
of this Trust and Plan as a qualified plan and in the loss to the Participating
Companies and Accountholders of the



                                      7-7
<PAGE>

beneficial provisions of the Code and ERISA described above, the Trustee is
hereby expressly forbidden from selling or exchanging any of the Shares held in
the Trust Fund except as follows:

               (1)  the Trustee can sell Shares solely for the purpose of making
                    distributions of cash in lieu of fractional Shares or to
                    distribute Share balances pursuant to Article 13 or hereof;

               (2)  except as provided in (i) above, the Trustee may sell or
                    exchange Shares only if:

                    (A)  the Board approves the sale or exchange of the Shares;

                    (B)  the participant to whose account the Shares are
                         allocated under this Trust and Plan votes in favor of
                         the sale or exchange of the Shares; or

                    (C)  the Company directs that the Pre-Tax Contribution Stock
                         Fund and/or Matching Contribution Stock Fund be
                         eliminated.

In the event that a sale or exchange of Shares receives the approvals described
in paragraph (ii) above, the Trustee shall sell or exchange the Shares allocated
to the Accounts of Participants who voted in favor of the sale or exchange. The
Trustee shall not be permitted to sell or exchange the Shares allocated to the
Accounts of Participants who voted against the sale or exchange or abstained
from the vote and such Shares shall continue to be held for the benefit of such
Participants until such time as they shall consent to the sale or exchange.

     7.11 Voting Rights of Shares.

          Unless the Committee advises the Trustee that the Accountholders shall
have the power to direct the Trustee on how to vote any Shares allocated to
their Accounts with respect to a matter as to which a holder of record of Shares
has the right to vote, the Trustee shall vote the Shares allocated to such
Accounts only in accordance with the directions of the Committee. In the event
that the Committee advises the Trustee that the Accountholders shall



                                      7-8
<PAGE>

have the power to direct to direct the Trustee on how to vote any Shares
allocated to their Accounts, the following rules and procedures shall apply:

     (a)  As to each matter for which the Committee has advised the Trustee that
          the Accountholders shall have the power to direct the Trustee on how
          to vote any Shares allocated to their Accounts, each Accountholder to
          whose Account Shares have been allocated is, for purposes of such
          vote, hereby designated as a "named fiduciary" within the meaning of
          Section 402(a)(2) of ERISA with respect to the Shares allocated to his
          Account and to a pro rata portion of Shares which are allocated to
          Accountholders' Accounts but for which no instructions were timely
          received by the Trustee.

     (b)  If the Accountholder timely directs the Trustee with respect to the
          voting of Shares allocated to his Accounts, the Trustee shall exercise
          the right to vote such Shares in accordance with such direction.

     (c)  The Trustee shall vote the allocated Shares for which it has not
          received direction in the same proportion as directed Shares are
          voted. The Trustee may, however, in the good faith exercise of its
          fiduciary responsibility, disregard the direction as to allocated
          Shares as to which no directions were timely received by the Trustee
          and vote such Shares in its discretion.

     (d)  The Company shall assist the Trustee in furnishing Accountholders
          having voting rights with respect to the Shares allocated to their
          Accounts with proxy materials, notices and information statements at
          the time voting rights are to be exercised. In general, such materials
          shall be the same as those provided to the Company's shareholders.

     7.12 Tender or Exchange Offer for Shares.

          The provisions of this Section shall apply in the event that a tender
or exchange offer, including, but not limited to, a tender offer or exchange
offer within the meaning of the Securities Exchange Act of 1934, as amended, for
Shares is commenced by a person or persons. Unless the Committee advises the
Trustee that the Accountholders shall have the power to direct the Trustee on
whether to tender or exchange any Shares allocated to their Accounts in
connection with a tender offer or exchange offer for Shares, the Trustee shall
tender or exchange the Shares allocated to such Accounts only in accordance with
the directions of the Committee. If the Committee advises the Trustee that the
Accountholders shall have the power to direct the



                                      7-9
<PAGE>

Trustee on whether to tender or exchange any Shares allocated their Accounts in
connection with a tender offer or exchange offer for Shares, the Trustee shall
have no discretion or authority to sell, exchange or transfer any of such Shares
pursuant to any tender offer or exchange offer except to the extent, and only to
the extent, as provided under the following rules and procedures:

     (a)  Each Accountholder is, for purposes of any tender offer or exchange
          offer as to which the Committee has advised the Trustee that each
          Accountholder to whose Account Shares have been allocated shall have
          the power to direct the Trustee on whether to tender or exchange any
          Shares allocated to his Accounts, hereby designated as a "named
          fiduciary" within the meaning of Section 402(a)(2) of ERISA with
          respect to the Shares allocated to his Account.

     (b)  Accountholders shall have the right, to the extent of the number of
          whole Shares allocated to such Account, to direct the Trustee in
          writing as to the manner in which to respond to a tender offer or
          exchange offer. If the Accountholder timely directs the Trustee with
          respect to the tender or exchange of Shares held in his Accounts, the
          Trustee shall respond as directed with respect to such Shares. If the
          Trustee shall not receive timely instructions from an Accountholder as
          to the manner in which to respond to such tender offer or exchange
          offer, the Trustee shall not tender or exchange any Shares with
          respect to which such Accountholder has the right of direction, except
          as it may be directed by the Committee, and the Trustee shall have no
          discretion in such matter.

     (c)  Fractional Shares allocated to Accounts shall be tendered or exchanged
          by the Trustee in the same proportion it tenders or exchanges the
          Shares with respect to which Accountholders have the right of
          direction, and the Trustee shall have no discretion in such matter.

     (d)  The Company shall use its best efforts to timely distribute or cause
          to be distributed to each Accountholder such information as will be
          distributed to shareholders of the Company in connection with such
          tender offer or exchange offer.

     7.13 Appraisal Rights.

          In the event that the stockholders of the Company are requested to
approve a transaction which gives rise to appraisal rights under applicable
State law, the Trustee shall notify each Participant to whose Accounts Shares
are credited which were not voted in favor of



                                      7-10
<PAGE>

the transaction of the procedure required in order to perfect their appraisal
rights and request directions with respect to whether they wish to exercise such
appraisal rights, acting in the capacity of a named fiduciary (within the
meaning of Section 402 of ERISA). The Trustee shall take such actions as the
Trustee deems appropriate to perfect and exercise appraisal rights for each
Participant who has timely directed the Trustee to exercise appraisal rights,
provided that the Trustee does not determine, in its sole discretion, that the
exercise of appraisal rights is imprudent. With respect to any Shares entitled
to appraisal rights for which the Trustee receives no timely direction, the
Trustee shall determine whether and in what manner to perfect and exercise such
appraisal rights, in its sole discretion.

     To the extent that any such Participants shall direct the Trustee to
perfect their appraisal rights, the Trustee shall debit their Accounts by the
number of Shares credited to their Accounts at the time of the transaction and
shall segregate on their behalf an equivalent number of Shares. Such segregated
Shares shall be surrendered to the Company upon the settlement of the claim for
appraisal rights. The amount paid to the Trustee for the appraisal rights claim
with respect to the segregated Shares of any Participant shall be credited to
the Pre-Tax Account or Match Account, as applicable, of such Participant. During
any period during which appraisal rights are being pursued with respect to a
Participant, he shall continue to be a Participant hereunder and shall be
entitled to have matching contributions, including Shares if applicable,
credited to his Match Account in accordance with Article 5 hereof.

     7.14 Interim Investments.

          Pending investment in Shares pursuant to Section 7.9, the Trustee may
invest and reinvest any monies received by it in short-term money market
investments including short-term corporate, individual or government
obligations, whether secured or unsecured, time or savings deposits of the
Trustee or any parent or affiliate thereof if such deposits bear a



                                      7-11
<PAGE>

reasonable rate of interest or of any bank, trust company, or savings and loan
institution, which deposits may, but need not be, guaranteed by the Federal
Deposit Insurance Corporation, or in shares of any Regulated Investment Company,
in units of any common trust fund or in partnership interests of any partnership
which Regulated Investment Company, common trust fund or partnership invests in
such short-term money market instruments and deposits.

     7.15 Diversification Of Investments.

          Notwithstanding any other provision of this Trust and Plan to the
contrary:

          (a)  a Participant who has attained the age of fifty-nine and one-half
               (59-1/2) may elect to sell the Shares credited to his Match
               Account and to direct the investment of the proceeds of such
               sale; and

          (b)  a Participant may elect to sell the Shares, if any, credited to
               any of his Accounts, other than his Match Account, at any time
               and to direct the investment of the proceeds from such sale.

Any such direction shall be made in accordance with the provisions of this
Article hereof.

     7.16 Distributions In Cash Or In Shares.

          Distributions from an Accountholder's Match Account and Pre-Tax
Account shall be made in cash or in Shares, to the extent such Accounts are
invested in Shares at the time of distribution, as the Accountholder shall
elect; provided, however, that fractional Shares shall be distributed in cash.
Distributions from any other Account shall be made in cash.




                                      7-12
<PAGE>

                                    ARTICLE 8

                                    ACCOUNTS

     8.1  Establishment of Accounts.


          Upon an Employee's becoming a Participant, the Administrator shall
notify the Trustee and provide the Trustee with such information concerning said
Participant as the Trustee may require. At such time as a Participant makes a
pre-tax contribution pursuant to Section 4.1 hereof, the Trustee shall establish
a Pre-Tax Account and Match Account on behalf of such Participant. At such time
as a qualified matching contribution is made on behalf of a Participant pursuant
to Section 5.2 hereof, the Trustee shall establish a Qualified Match Account on
behalf of such Participant. At such time as a Participant has amounts
transferred to this Trust and Plan pursuant to Article 20 hereof, the Trustee
shall establish a Rollover Account on behalf of such Participant. In the event
that a qualified retirement plan is merged into the Trust and Plan, the Trustee
shall establish Prior Plan Accounts, as necessary, to hold and account for the
transferred assets. The Trustee may establish sub-accounts within such Accounts,
as the Trustee, in its sole discretion, deems necessary.

     8.2  Crediting and Debiting of Accounts.

          The said Accounts shall be credited with contributions in the amounts
specified in Articles 4 and 5 hereof, shall be credited or debited with the
income, gains or losses of the Trust Fund pursuant to this Article, and shall be
debited with the amount of any withdrawals or distributions made from such
Accounts pursuant to Articles 9, 10, 11 or 12 hereof. All such credits and
debits to an Accountholder's Accounts shall be made as of the dates specified in
the appropriate Sections of this Trust and Plan.



                                      8-1
<PAGE>

     8.3  Valuation of Assets.

          As of each Valuation Date and on such other dates as the
Administrator, in its sole discretion, may designate pursuant to Section 8.5
hereof, the Trustee shall evaluate all assets of the Trust Fund. The Trustee
shall use the fair market values of securities or other assets in making said
determination. The Trustee shall then subtract from the total value of the
assets of said Trust Fund the total of all Accounts as of said Valuation Date.
Each such Account shall be credited with that portion of the excess of the value
of the assets over the total of all such Accounts which bears the same
relationship to the total of such excess as (a) bears to (b), where:

          (a)  equals the amount credited to said Account; and

          (b)  equals the total amounts credited to all Accounts.

The amount credited to each Account shall be reduced in similar proportion in
the event the total of all Accounts as of said date exceeds the total value of
all assets of the Trust Fund as of said Valuation Date. It is intended that this
paragraph operate to distribute among all such Accounts in the Trust, all income
of the Trust Fund and changes in the value of the Trust Fund's assets, as the
case may be. The Administrator and the Trustee may adopt such rules as they deem
appropriate to credit pre-tax contributions and matching contributions or other
contributions which were received periodically through the valuation period with
an appropriate percentage of the income, gains and losses of the Trust Fund's
assets.

     Notwithstanding the foregoing provisions of this Section, if the assets of
the Trust Fund are invested either with an institutional Trustee or with an
Investment Manager or other professional money manager which maintains a
procedure for allocating investment earnings and losses to Accounts utilizing
the fair market value of assets, the Trustee may direct that such method be used
in lieu of the procedures hereinbefore described.



                                      8-2
<PAGE>

     8.4  Valuation of Investment Funds.

          If separate investment funds have been established under Article 7
hereof, the Trustee shall proceed as described in Section 8.3 above but on an
investment fund by investment fund basis. It is intended that this Section
operate to distribute among all Accounts invested in a particular investment
fund all income of such fund allocable to the Trust and changes in the value of
the fund's assets, as the case may be. The adjustments in the amounts credited
to such Accounts shall be deemed to have been made as of said Valuation Date.

     8.5  Interim Valuation of Assets.

          In addition to or in lieu of the Valuation Dates set forth in Section
8.3 hereof, the Administrator, in its sole discretion, may instruct the Trustee
to make an interim valuation of assets of the Trust Fund. In exercising its
discretion as to whether to instruct the Trustee to evaluate the assets of the
Trust Fund, the Administrator shall consider the following factors:

          (a)  the expense of any such interim valuation;

          (b)  the length of time involved in making any such interim valuation
               and the resulting delay in making any distributions from the
               Trust Fund;

          (c)  the magnitude of the estimated change in the value of the assets
               of the Trust Fund; and

          (d)  the size of any distribution or distributions involved.

     Upon instruction by the Administrator, the Trustee shall evaluate the
assets of the Trust Fund and adjust all the Accounts of the Trust and Plan in
accordance with the methods and procedures contained in Section 8.3 or 8.4
hereof as of the date specified by the Administrator.


                                      8-3
<PAGE>

                                    ARTICLE 9

                       HARDSHIP AND IN-SERVICE WITHDRAWALS

     9.1  Hardship Distributions.

          Subject to uniform rules and procedures as the Administrator may
prescribe, in case of hardship, a Participant may apply to the Administrator for
a hardship distribution. For purposes of this Section, a distribution shall be
on account of hardship only if the distribution is made on account of an
immediate and heavy financial need, described in Section 9.2 below, and is
necessary, as described in Section 9.3 below, to satisfy such need. Such
distribution may be made only from amounts specified in Section 9.4 below.

     9.2  Immediate and Heavy Financial Need.

          A distribution will be made on account of an immediate and heavy
financial need of the Participant only if the distribution is on account of:

          (a)  expenses for medical care described in Section 213(d) of the Code
               previously incurred by the Participant, the Participant's spouse,
               or any dependents of the Participant (as defined in Section 152
               of the Code) or amounts necessary for such persons to obtain
               medical care described in such Section 213(d);

          (b)  costs directly related to the purchase of a principal residence
               for the Participant (excluding mortgage payments);

          (c)  payment of tuition, related educational fees, and room and board
               expenses, for the next twelve (12) months of post-secondary
               education for the Participant, the Participant's spouse,
               children, or dependents (as defined in Section 152 of the Code);
               or

          (d)  payment necessary to prevent the eviction of the Participant from
               his principal residence or foreclosure on the mortgage of the
               Participant's principal residence.



                                      9-1
<PAGE>

     9.3  Determination of An Amount Necessary to Satisfy an Immediate and Heavy
          Financial Need.

          A distribution will be deemed necessary to satisfy an immediate and
heavy financial need of a Participant only if all of the following requirements
are satisfied:

          (a)  the distribution is not in excess of the amount of the immediate
               and heavy financial need of the Participant, including any
               amounts necessary to pay any Federal, state or local income taxes
               or penalties reasonably anticipated to result from such
               distribution;

          (b)  the Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Participating Companies or any Affiliate, provided that such
               distributions or loans do not increase the financial need of the
               Participant;

          (c)  the Trust and Plan and all other plans maintained by
               Participating Companies or any Affiliate provide that the
               Participant may not make pre-tax contributions for the
               Participant's taxable year immediately following the taxable year
               of the Participant during which said hardship distribution occurs
               in excess of the applicable limit under Section 402(g) of the
               Code for such next taxable year of the Participant less the
               amount of such Participant's pre-tax contributions for the
               taxable year of the Participant during which said hardship
               distribution occurs; and

          (d)  the Participant is prohibited, under the terms of the Trust and
               Plan and all other plans maintained by the Participating
               Companies or any Affiliate (or other legally enforceable
               agreement), from making pre-tax, other elective contributions and
               voluntary after tax contributions to the Trust and Plan and such
               other plans for at least twelve (12) months after receipt of the
               hardship distribution. For this purpose the phrase "all other
               plans" includes a stock option, stock purchase or similar plan or
               a cash or deferred arrangement that is part of a cafeteria plan
               within the meaning of Section 125 of the Code. The phrase "all
               other plans" does not include a health or welfare benefit plan
               including one that is part of a cafeteria plan within the meaning
               of Section 125 of the Code or the mandatory Employee contribution
               portion of a defined benefit plan.

By virtue of this Section and Section 4.6, the Trust and Plan provides for the
restrictions contained above in subsections (c) and (d).



                                      9-2
<PAGE>

     9.4  Permitted Hardship Distributions.

          If the Administrator determines that the criteria set forth above are
satisfied with respect to a Participant, it may order a distribution of all or a
portion of the sum of:

          (a)  such Participant's Match Account (which are not amounts
               attributable to qualified matching contributions), Prior Plan
               Accounts and any Rollover Accounts then held for his benefit;
               plus

          (b)  the lesser of:

               (1)  such Participant's Pre-Tax Account balance; and

               (2)  the aggregate amount of the pre-tax contributions made to
                    his Pre-Tax Account plus earnings thereon, if any, credited
                    prior to April 1, 1989.

     9.5  In-Service Withdrawals.

          Subject to such reasonable and uniform rules and procedures as the
Administrator may prescribe, a Participant may, at any time, withdraw:

          (a)  all or a part of the amounts credited to his Rollover Account;
               and

          (b)  all or part of the amounts attributable to after-tax
               contributions that are credited to his Prior Plan Account.

A request for a withdrawal hereunder shall be made in such manner (including in
writing, orally, telephonically or electronically) as the Administrator shall
determine.

     9.6  Age 59-1/2 Withdrawals.

          Subject to uniform rules and procedures as the Administrator may
prescribe, a Participant who has attained age fifty-nine and one-half (59-1/2)
may withdraw all or a part of his Account balance under the Trust and Plan. A
request for a withdrawal hereunder shall be made in such manner (including in
writing, orally, telephonically or electronically) as the Administrator shall
determine.



                                      9-3
<PAGE>

     9.7  Method of Distribution.

          If the Administrator orders a hardship distribution, an in-service
distribution, or a distribution on account of the Participant's attainment of
age fifty-nine and one-half (59-1/2) pursuant to this Article, such distribution
shall be made in a lump sum. Hardship distributions shall be made from a
Participant's Accounts on a pro rata basis. Distributions made on account of a
Participant's attainment of age fifty-nine and one-half (59-1/2) shall be made
from his Accounts on a pro rata basis, unless the Participant shall direct
otherwise. Amounts distributed to a Participant under this Article shall be
debited to the appropriate Account as they are paid. Any such hardship
distribution shall be subject to the withholding requirements of Section 3405(c)
of the Code.

     9.8  Administration of Hardship, In-Service and Age 59-1/2 Distribution
          Provisions.

          Neither the application for nor payment of any distribution in
accordance with this Article shall have the effect of terminating a
Participant's participation in the Trust and Plan. The Administrator may
prescribe the use of such forms, conduct such investigation, and require the
making of such representations and warranties, as it deems desirable to carry
out the purpose of the hardship, in-service and age fifty-nine and one half
(59-1/2) withdrawals pursuant to this Article. Any withdrawals made pursuant to
this Article may not be repaid to the Trust and Plan.

     9.9  Spouse's Consent.

          No hardship, in-service or age fifty-nine and one-half (59-1/2)
distribution may be made hereunder unless the Participant's spouse, if any,
consents in the manner set forth in Section 23.5 hereof if such consent is
required under Section 23.6 hereof.


                                      9-4
<PAGE>



                                   ARTICLE 10

                                      LOANS

     10.1 Loan Administration and Applications.

          The following persons, except for any person who is a Shareholder
Employee as defined in Section 10.6 below, may apply to the Administrator for a
loan from the Trust and Plan:

          (a)  a Participant, including any person who has become an inactive
               Participant due to his no longer being a Covered Employee (but,
               subject to paragraph (b) below, not including any person who has
               become a former Participant due to his having incurred a
               Termination of Employment); and

          (b)  a former Participant who is a "party in interest" within the
               meaning of ERISA Section 3(14).

Any such loan shall not be made available to Highly Compensated Employees in an
amount greater than that made available to persons who are not Highly
Compensated Employees. If the Administrator determines that such borrower (and
proposed loan) satisfies the requirements set forth below for loan approval, the
Administrator shall direct the Trustee to make a loan to such borrower from his
Pre-Tax Account, Prior Plan Accounts and Rollover Account.

     10.2 Amount of Loan. The amount of any such loan shall be determined by the
Administrator; provided, however, that any such loan shall not, when combined
with outstanding loans previously made from this Trust and Plan and loans made
under other qualified retirement plans, if any, maintained by the Company or any
Affiliate, cause the aggregate amount of all such loans to such borrower to
exceed the lesser of (a) or (b) below, where:

          (a)  equals one-half (1/2) of the amounts credited to the borrower's
               Accounts under this Trust and Plan; and

          (b)  equals Fifty Thousand Dollars ($50,000.00) reduced by the
               remainder, if any, of:



                                      10-1
<PAGE>

               (1)  the highest outstanding balance of loans to such borrower
                    from this Trust and Plan and all other qualified retirement
                    plans maintained by the Company and its Affiliate during the
                    twelve (12) month period preceding the date on which the
                    loan is to be made; minus

               (2)  the outstanding balance of loans to such borrower from the
                    plans on the day the loan is to be made.

     10.3 Loan Administration. The following additional provisions shall be
applicable to the loan program under this Trust and Plan:

          (a)  Loan Program Administration. The loan program under the Trust and
               Plan shall be administered by the Administrator, in accordance
               with uniform rules and procedures as the Administrator may
               prescribe. As of the Restatement Date, the Administrator has
               prescribed that:

               (1)  each borrower is limited to no more than one (1) loan
                    outstanding at one (1) time;

               (2)  a borrower shall be limited to one (1) loan in any twelve
                    (12) month period; and

               (3)  the amount of any such loan shall not be less than one
                    thousand dollars ($1,000.00).

          (b)  Loan Application Procedure. Each borrower shall apply for a loan
               in such manner (including in writing, orally, telephonically or
               electronically) as the Administrator shall determine.

          (c)  Basis for Approval or Denial of Loans. Loans will be approved
               only if:

               (1)  the Administrator believes the borrower intends to repay the
                    loan in accordance with its terms; and

               (2)  the borrower's spouse, if any, consents in the manner set
                    forth in Section 23.5 hereof if such consent is required
                    under Section 23.6 hereof; and

               (3)  the amount of such loan shall not be in excess of the lesser
                    of (A) and (B), where:

                    (A)  equals the amounts credited to the borrower's Accounts;
                         and

                                      10-2
<PAGE>

                    (B)  equals an amount the Administrator determines the
                         borrower can reasonably be expected to repay; and

               (4)  the loan satisfies the requirements of Section 10.4 below.

     10.4 Terms and Conditions of Loans.

          Any loan made pursuant to Section 10.1 shall be considered to be made
solely from the Account or Accounts of the borrower and shall be subject to the
following terms and conditions:

          (a)  Interest. Interest shall be charged at a reasonable rate,
               comparable to the rate charged by a commercial lender for a
               similar loan. As of the Restatement Date, the interest rate shall
               be equal to one percentage point above the prime rate charged by
               Key Bank, National Association as of the date of receipt of the
               loan application.

          (b)  Loan Term and Repayment Schedule. The term of any loan shall be
               arrived at by mutual agreement between the borrower and the
               Administrator but shall not exceed five (5) years. All loans
               shall provide for the substantially level amortization of the
               loan, with payments not less frequently than quarterly, over the
               term of the loan; provided, however, that the terms of the loan
               may permit a borrower a grace period of up to one (1) year from
               such repayments while such borrower is on an unpaid leave of
               absence from a Participating Company. Participants who have a
               Termination of Employment shall, within an administratively
               reasonable period established by the Administration, pursuant to
               nondiscriminatory rules, pay the balance of their outstanding
               loans hereunder. In the event such a Participant does not pay the
               balance of his outstanding loan, such Participant shall be in
               default in accordance with the provision of (f) below.

               Notwithstanding anything contained herein to the contrary,
               effective December 12, 1994, loan payments may be suspended under
               this Trust and Plan to the extent permitted under Section 414(u)
               of the Code.

               The Administrator may make such additional, nondiscriminatory
               rules regarding loan repayments as it deems necessary or
               appropriate for any reason, including the efficient
               administration of this Trust and Plan, including early repayments
               and any restrictions relating thereto.



                                      10-3
<PAGE>

          (c)  Segregation of Accounts. If an individual borrows money from the
               Trust and Plan, his Accounts, to the extent of such borrowing,
               shall be deemed segregated for investment purposes. The note
               representing such loan and the borrower's Accounts, to the extent
               of such borrowing, shall not be taken into account in the
               valuation of the Trust and Plan pursuant to Article 8 hereof.

          (d)  Repayment Procedures. Repayment of any loan made to an Employee
               shall be by payroll deduction unless another procedure is agreed
               to by the Administrator and the Employee. Repayment of any loan
               made to a borrower who is described in Section 10.1(b) above
               shall be made as mutually agreed by the Administrator and such
               borrower.

          (e)  Documentation and Collateral. Each borrower shall indicate his
               acceptance of the terms of the loan in such manner as the
               Administrator shall determine. Executing on, endorsing or
               depositing the check representing the loan proceeds shall
               automatically constitute acceptance of the terms of the loan and
               evidence the borrower's obligation to repay the loan in
               accordance with its terms. Each loan shall bear interest payable
               to the order of the Trustee and shall be supported by adequate
               collateral. Such collateral shall consist of (i) an amount not to
               exceed fifty percent (50%) of the amounts credited to the
               borrower's Accounts, and (ii) other property, if necessary, of
               sufficient value to adequately secure the repayment of the loan.
               The Administrator may require such other and further
               documentation as it deems appropriate.

          (f)  Default. The Administrator may declare a borrower to be in
               default if he fails to make any payment of principal or interest
               when due, if he fails to make a required payment after a
               permitted one (1) year grace period, as provided in subsection
               (b) above, or if his collateral becomes inadequate to secure the
               loan and he does not provide substitute collateral satisfactory
               to the Administrator within ten (10) days after a request
               therefor by the Administrator. In the event the Administrator
               declares a borrower to be in default, his loan shall be
               accelerated, and:

               (1)  If his collateral security in this Trust and Plan is
                    adequate to cover all or part of the outstanding principal
                    and interest, and if distribution of such amount would not,
                    in the opinion of the Administrator, put at risk the tax
                    qualified status of the Trust and Plan or the pre-tax
                    contribution portion thereof, the Trustee shall execute upon
                    such Trust and Plan collateral; and



                                      10-4
<PAGE>

               (2)  If his collateral security in this Trust and Plan is not
                    adequate to cover all of the outstanding principal and
                    interest, or if execution upon such collateral would, in the
                    opinion of the Administrator, put at risk the tax qualified
                    status of the Trust and Plan or the pre-tax contribution
                    portion thereof, the Trustee shall commence appropriate
                    collection actions against the borrower to recover the
                    amounts owed.

               Expenses of collection, including legal fees, if any, of any loan
               in default shall be borne by the borrower or his Accounts under
               this Trust and Plan.

     10.5 Payment of Prior Loans.

          Notwithstanding the foregoing provisions of this Article, in the event
the proceeds of any loan made hereunder shall be used directly or indirectly to
pay off any obligations under a prior loan made hereunder, the term of the more
recent loan shall not extend beyond the period of repayment under the prior
loan. For purposes of this Section, the Administrator shall be able to rely on a
certification by the borrower as to the use of the new loan's proceeds.

     10.6 Shareholder-Employee Defined.

          The term "Shareholder-Employee" shall mean, with respect only to those
taxable years for which the Company or any Affiliate is an "electing small
business corporation" pursuant to Subchapter S of the Code, an Employee of who
owns, or is considered as owning (within the meaning of Section 318(a)(1) of the
Code) on any day during such a taxable year, more than five percent (5%) of the
outstanding stock of such entity.




                                      10-5
<PAGE>


                                   ARTICLE 11

                     RETIREMENT OR TERMINATION OF EMPLOYMENT

     11.1 Right to Benefit Upon Retirement or Termination of Employment.

          In the event of the Termination of Employment of a Participant for any
reason other than death, he shall be entitled to receive a distribution of the
amounts credited to Accounts held on his behalf. Any amounts distributable to a
retired or former Participant shall be distributed in accordance with the rules
and procedures set forth in Article 13 hereof.

     11.2 Commencement of Distributions.

          Amounts credited to a terminated Participant's Accounts shall be
distributed to him in accordance with the rules and procedures set forth in
Article 13 hereof. Distribution on and after June 1, 1998 shall be made as of
the dates set forth below:

          (a)  if the value of his Accounts at the time of distribution does not
               exceed Five Thousand Dollars ($5,000.00) plus any cost of living
               increase under Section 411(a)(11) of the Code, the distribution
               shall be made as soon as reasonably possible following his
               Termination of Employment; or

          (b)  if the value of his Accounts at the time of distribution exceeds
               Five Thousand Dollars ($5,000.00) plus any cost of living
               increase under Section 411(a)(11) of the Code, unless the
               Participant elects to defer such distribution in accordance with
               Section 13.1 hereof, shall be made no later than:

               (1)  as soon as reasonably possible following the close of the
                    Plan Year in which occurs the later of his attainment of his
                    Normal Retirement Date or his Termination of Employment, but
                    not later than sixty (60) days following the close of such
                    Plan Year, or

               (2)  as of such earlier date as the Participant shall request,
                    but not earlier than as soon as reasonably possible
                    following his Termination of Employment.



                                      11-1
<PAGE>

                                   ARTICLE 12

                                 DEATH BENEFITS

     12.1 Death of a Participant.

          In the event of the Termination of Employment of a Participant by
reason of his death, his designated Beneficiary shall be entitled to receive a
distribution in an amount equal to the amounts then credited to the Accounts
held for his benefit. Unless the Beneficiary elects to defer such distribution
until a later date pursuant to Section 13.1 hereof, such amounts shall be
distributed as soon as reasonably possible following the Participant's death,
but not later than sixty (60) days after the close of the Plan Year in which
occurs the later of the Participant's Normal Retirement Date or date of death.
Such distribution shall be made in accordance with the provisions of Article 13
hereof.

     12.2 Death of a Retired or Terminated Participant Prior to Commencement of
Benefits.

          In the event of the death of a retired or terminated Participant prior
to the date distribution has been made to him, his designated Beneficiary shall
be entitled to receive a distribution of the amounts credited to his Accounts.
Unless the Beneficiary elects to defer such distribution until a later date
pursuant to Section 13.1 hereof, such amounts shall be distributed as soon as
reasonably possible following the Participant's death, but not later than sixty
(60) days after the close of the Plan Year in which occurs the later of the
Participant's Normal Retirement Date or date of death. Such distribution shall
be made in accordance with the provisions of Article 13 hereof.



                                      12-1
<PAGE>

     12.3 Death of a Retired or Terminated Participant After Commencement of
Benefits.


          In the event of the death of a retired or terminated Participant after
the date of distribution or the commencement of distribution to him, no benefits
shall be payable to his Beneficiary except to the extent provided for by the
method under which the retired or terminated Participant was receiving
distributions under Article 13 hereof.

     12.4 No Beneficiary Designation.

          Unless a Participant or former Participant has designated a death
Beneficiary in accordance with the provisions of Section 12.5 hereof, his death
Beneficiary shall be deemed to be the person or persons in the first of the
following classes in which there are any survivors of such Participant:

          (a)  his spouse at the time of his death;

          (b)  his issue, per capita; and

          (c)  the executor or administrator of his estate.

     12.5 Designation of Beneficiary.

          In lieu of having the amounts distributable pursuant to this Article
distributed to a death Beneficiary determined in accordance with the provisions
of Section 12.4 hereof, a Participant or former Participant may sign a document
designating a death Beneficiary or death Beneficiaries to receive such amounts.
If the Participant is married, any such designation shall be effective only if
the spouse of the Participant is the sole primary Beneficiary or the spouse
consents to such designation in the manner set forth in Section 23.5 hereof.

     12.6 Administrator to Notify Trustee.

          Upon the death of a Participant or a former Participant, the
Administrator shall immediately advise the Trustee of the identity of such
Participant's death Beneficiary or



                                      12-2
<PAGE>

Beneficiaries. The Trustee shall be completely protected in making distributions
to any person or persons in accordance with the instructions it receives from
the Administrator.

     12.7 Incomplete Disposition.

          In the event that a Participant or former Participant, dies at a time
when he has a designation on file with the Administrator which does not dispose
of all of the amounts distributable under this Trust and Plan upon his death,
then the amounts distributable on behalf of said Participant or former
Participant, the disposition of which was not determined by the deceased
Participant's or former Participant's designation, shall be distributed to a
death Beneficiary determined under the provisions of Section 12.4 hereof.

     12.8 Clarification of Designation.

          Any ambiguity in a Participant's death Beneficiary designation shall
be resolved by the Administrator. Subject to Section 12.5 hereof, the
Administrator may direct a Participant to clarify his designation and if
necessary execute a new designation containing such clarification.



                                      12-3
<PAGE>

                                   ARTICLE 13

                                  DISTRIBUTIONS

     13.1 Time of Distribution.

          Distributions will normally commence as of the dates specified in
Articles 11 and 12 hereof. However, effective January 1, 1998, a terminated
Participant or a Beneficiary whose Account balance exceeds Five Thousand Dollars
($5,000.00) (plus any cost of living increase under Section 411(d)(11) of the
Code) may elect in writing, subject to Section 13.4 hereof, to defer any
distribution to a later date. Furthermore, if a Participant continues in the
employ of a Participating Company or an Affiliate until his attainment of age
seventy and one-half (70-1/2), distributions must commence as of the date
specified in Section 13.4 hereof, even if he remains so employed at the time of
distribution, to the extent required by law.

     Notwithstanding the foregoing provisions of this Section and the contrary
provisions of Articles 11 and 12, the requirement that a distribution commence
within sixty (60) days after the close of the Plan Year in which a Participant's
Normal Retirement Date occurs shall not apply if the amount of payment required
to be made on such date cannot be ascertained by such date or the Administrator
is unable to locate the Participant after making reasonable efforts to do so,
provided that, within sixty (60) days after such amount can be ascertained or
the Participant is located, a payment is made retroactive to such date. This
paragraph is not intended to permit an Accountholder to elect to defer payment
beyond the dates otherwise provided therefore in this Trust and Plan.

     13.2 Form of Distribution.

          The distribution of the amounts distributable to an Accountholder
pursuant to Article 11 or 12 hereof shall be a single sum payment. Any
distribution made pursuant to this Article shall be subject to the withholding
requirements of Section 3405(c) of the Code unless




                                      13-1
<PAGE>

the Participant elects a direct transfer of the amounts distributable from the
Trust and Plan to an eligible retirement plan.


     13.3 Administering Distribution of Accounts.

          The Administrator shall notify the Trustee immediately of the
Accountholder's election, and the Trustee shall make all distributions in
accordance with such method of distribution.


     13.4 Restrictions on Delay and Timing of Distributions.

          Notwithstanding any other provisions of this Trust and Plan,
distributions hereunder shall be subject to the following restrictions:

          (a)  in the case of a living Participant or former Participant:

               (1)  with respect to a Participant or former Participant who is a
                    five percent (5%) owner, as defined in Section 416(i) of the
                    Code, on or before the April 1 following the end of the
                    calendar year in which he attains age seventy and one-half
                    (70-1/2);

               (2)  with respect to a Participant who attains age seventy and
                    one-half (70-1/2) after December 31, 1998 and who is not a
                    five percent (5%) owner, as defined in Section 416(i) of the
                    Code, the April 1 following the end of the calendar year in
                    which he attains age seventy and one-half (70-1/2) or the
                    date he actually retires, whichever is later;

               (3)  with respect to a Participant who attains age seventy and
                    one-half (70-1/2) after December 31, 1996 but prior to
                    January 1, 1999 and who is not a five percent (5%) owner, as
                    defined in Section 416(i) of the Code, distribution must
                    commence on or before the April 1 following the end of the
                    calendar year in which he attains age seventy and one-half
                    (70-1/2); provided, however, that such a Participant may
                    elect at any time prior to his retirement and upon
                    reasonable notice to the Company that minimum required
                    distributions to be made to him following the date of his
                    election shall cease and that distributions shall
                    re-commence as of a date selected by such Participant, which
                    date shall not be later than the April 1 immediately



                                      13-2
<PAGE>

                    following the end of the calendar year in which such
                    Participant actually retires; or

               (4)  annuity or installment distributions shall not be payable
                    over a period of years in excess of his life expectancy or
                    the joint life expectancies of himself and his spouse or
                    Beneficiary; or

               (5)  period certain annuity payments shall not be made beyond the
                    life expectancy of the Participant or beyond the joint life
                    expectancies of the Participant and his spouse or
                    beneficiary; and

          (b)  in the case of a deceased Participant or former Participant,
               benefits commencing after his death shall be payable either:

               (1)  by the December 31 of the calendar year containing the fifth
                    anniversary of the Participant's death; or

               (2)  if benefits commence to his Beneficiary either:

                    (A)  on or before the December 31 of the calendar year
                         immediately following the calendar year in which the
                         Participant died or on a later date permitted under any
                         lawful regulations issued by the Secretary of the
                         Treasury; or

                    (B)  if his spouse is his Beneficiary, by the later of the
                         December 31 of the calendar year immediately following
                         the calendar year in which the Participant died and the
                         December 31 of the calendar year in which the
                         Participant would have attained age seventy and
                         one-half (70-1/2);

                    over a period not extending beyond the life expectancy of
                    such Beneficiary; or

               (3)  if the Participant's distribution had commenced prior to his
                    death under a form of payment meting the requirements of
                    subsection (a)(2) or (a)(3) above, such distribution must be
                    completed by the remainder of the period specified in said
                    subsection (a)(2) or (a)(3); and

          (c)  in the case of the death of a Beneficiary who is the surviving
               spouse of a deceased Participant, a distribution commencing after
               the death of the spouse shall be payable either:



                                      13-3
<PAGE>

               (1)  by the December 31 of the calendar year containing the fifth
                    anniversary of the spouse's death;

               (2)  if distribution commences to the spouse's beneficiary on or
                    before the December 31 of the calendar year of the spouse's
                    death, or on a later date permitted under any lawful
                    regulations issued by the Secretary of the Treasury, over a
                    period not extending beyond the life expectancy of such
                    beneficiary; or

          (d)  in the event payments are made to a Participant's child, for
               purposes of this Section, such payments shall be deemed to be
               paid to the Participant's spouse if such payments will become
               payable to such spouse upon such child's reaching majority or any
               other event permitted under any lawful regulations issued by the
               Secretary of the Treasury.

A Participant, former Participant or spouse of a Participant who elects to take
distribution over his life expectancy may elect to have his life expectancy
redetermined from time to time but not more frequently than annually. In the
event that a Participant, former Participant or spouse of a Participant fails to
make such an election, then no redetermination shall be performed.

     All distributions required under this Article shall be determined and made
in accordance with the regulations under Section 401(a)(9) of the Code,
including the minimum distribution incidental benefit requirement of Section
1.401(a)(9)-2 of the regulations.

     With respect to distributions under the Trust and Plan made in calendar
years beginning on or after January 1, 2000, the Trust and Plan will apply the
minimum distribution requirements of Section 401(a)(9) of the Code in accordance
with the regulations under Section 401(a)(9) that were proposed in January 2001,
notwithstanding any provision of the Trust and Plan to the contrary. This
provision shall continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under Code Section
401(a)(9) or such other date specified in guidance published by the Internal
Revenue Service.



                                      13-4
<PAGE>

     13.5 Revaluation of Undistributed Amounts.

          As long as there remain any amounts credited to an Accountholder's
Account, the Trustee shall continue to maintain said Account and said Account
shall be periodically revalued in accordance with the provisions of Article 8
hereof.

     13.6 Immediate Lump Sum Payment of Small Amounts.

          Notwithstanding anything contained in this Trust and Plan to the
contrary, effective on and after January 1, 1998, in the event that the amounts
credited to the Accounts of a retired, terminated or deceased Participant has a
value less than or equal to Five Thousand Dollars ($5,000.00) plus any cost of
living increase after 1998 under Section 411(a)(11) of the Code, the
Administrator shall direct the Trustee to distribute the amounts credited to
such Participant's Accounts in a single lump sum payment as soon as reasonably
possible after the Participant's Termination of Employment, but not later than
sixty (60) days after the close of the Plan Year which includes the
Participant's Normal Retirement Date, without the consent of the Participant or
his Beneficiary. Any such lump sum distribution shall be subject to the
requirements of Section 13.7 hereof.

     13.7 Elections Regarding Direct Rollovers.

          Any distribution made hereunder to a Distributee shall be made
directly to such Distributee unless he elects a Direct Rollover pursuant to the
second paragraph of this Section; provided, however, that the Distributee must
acknowledge in writing that he understands that any payment which is eligible
under Section 402(c) of the Code to be rolled over to an Eligible Retirement
Plan will be subject to withholding taxes.

     Each Distributee shall have the right to direct that any distribution
which, under Code Section 402(c), qualifies as an Eligible Rollover Distribution
be transferred directly to an Eligible Retirement Plan. A Distributee may direct
that part of the distribution be transferred



                                      13-5
<PAGE>

directly to an Eligible Retirement Plan and the balance be paid to him. A
Distributee is not permitted to direct that his distribution be transferred
directly to more than one Eligible Retirement Plan. In the event that a
Distributee fails to make any direction within the time prescribed pursuant to
reasonable and uniform procedures established by the Administrator, the
distribution shall be paid directly to him after deduction of appropriate
withholding taxes.

     Unless the context otherwise indicates, the following terms shall have the
following meanings whenever used in this Section:

          (a)  "Eligible Rollover Distribution" shall mean any distribution of
               all or any portion of the balance to the credit of the
               Distributee, except that an Eligible Rollover Distribution does
               not include:

               (1)  any distribution that is one of a series of substantially
                    equal periodic payments (not less frequently than annually)
                    made for the life (or life expectancy) of the Distributee or
                    the joint lives (or joint life expectancies) of the
                    Distributee and the Distributee's designated Beneficiary, or
                    for a specified period of ten (10) years or more;

               (2)  any distribution to the extent such distribution is required
                    under Section 13.4 above which reflects the requirements
                    under Section 401(a)(9) of the Code;

               (3)  the portion of any distribution that is not includible in
                    gross income (determined without regard to the exclusion for
                    net unrealized appreciation with respect to employer
                    securities); and

               (4)  any distribution described under Section 401(k)(2)(B)(i)(IV)
                    of the Code that is distributed upon hardship of the
                    distributee.

          (b)  "Eligible Retirement Plan" shall mean:

               (1)  an individual retirement account described in Section 408(a)
                    of the Code;

               (2)  an individual retirement annuity described in Section 408(b)
                    of the Code;

               (3)  an annuity plan described in Section 403(a) of the Code; or



                                      13-6
<PAGE>

               (4)  a qualified trust described in Section 401(a) of the Code;

               that accepts the Distributee's Eligible Rollover Distribution.

               Notwithstanding the foregoing, in the case of an Eligible
               Rollover Distribution to the surviving spouse, an Eligible
               Retirement Plan is an individual retirement account or individual
               retirement annuity.

          (c)  "Distributee" shall mean:

               (1)  an Employee or former Employee; and

               (2)  an Employee's or a former Employee's surviving spouse and an
                    Employee's or former Employee's spouse or former spouse who
                    is the alternate payee under a qualified domestic relations
                    order, as defined in Section 414(p) of the Code, without
                    regard to the interest of the spouse or former spouse.

          (d)  "Direct Rollover" shall mean a payment by the Trust and Plan to
               the Eligible Retirement Plan specified by the Distributee.

     13.8 Spouse's Consent.

          No distribution may be made pursuant to this Article unless the
Participant's spouse, if any, consents in the manner set forth in Section 23.5
hereof if such consent is required under Section 23.6 hereof.

     13.9 Missing Participants.

          If, after reasonable efforts of the Administrator to locate an
Accountholder, including sending a registered letter, return receipt requested,
to the last known address of the Accountholder, the Administrator is unable to
locate the Accountholder, then the amounts distributable to such Accountholder
shall, pursuant to applicable state or Federal laws, be treated as a forfeiture
under the Trust and Plan. In the event that such an Accountholder is located
subsequent to such a forfeiture, then, pursuant to applicable state or Federal
laws, his benefits shall be reinstated and shall not be used to determine his
Annual Additions for the Plan Year in which it is reinstated. If the Trust and
Plan is joined as a party to any escheat


                                      13-7
<PAGE>

proceedings involving an amount forfeited pursuant to this Section, the Trust
and Plan shall comply with the final judgment as if it were a claim filed by the
Accountholder and shall pay in accordance with said judgment. Any amounts
forfeited pursuant to this Section shall be used to reduce future matching
contributions made under Article 5 hereof.



                                      13-8
<PAGE>

                                   ARTICLE 14

                       THE TRUSTEE, ITS POWERS AND DUTIES

     14.1 Obligations and Duties.

          The Trustee shall not be obligated to institute any action or
proceeding to compel the Participating Companies to make any contributions to
this Trust, nor shall the Trustee be obligated to make any inquiry as to whether
any amount deposited with it is the amount provided to be deposited under the
terms of Articles 4 or 5. The Trustee shall keep books of account which shall
show all receipts and disbursements and a complete record of the operation of
the Trust, and the Trustee shall at least once a year and at such other times as
the Company or the Administrator shall so request render a report of the
operation of this Trust to the Company and the Administrator. The Trustee shall
file with the Internal Revenue Service such returns and other information
concerning the Trust Fund as may be required of the Trustee by the Code or
ERISA. The Trustee shall not be obligated to pay any interest on any funds which
may come into its hands. The Trustee is a party to this Trust and Plan solely
for the purposes set forth in this instrument and to perform the acts herein set
forth, and no obligation or duty shall be expected or required of it except as
expressly stated herein or in ERISA. The Trustee may consult with counsel (who
may or may not be counsel for the Company) selected by the Trustee concerning
any question which may arise with reference to its powers or duties under this
Trust and Plan, and the opinion of such counsel shall be full and complete
authority and protection in respect of any action taken, suffered or omitted by
the Trustee in good faith and in accordance with such opinion, provided due care
is exercised in the selection of such counsel.

     14.2 Resignation or Removal of Trustee.

          The Trustee may resign from this Trust by mailing to the Company a
written notice of resignation addressed to the Company at the last address of
the Company on file



                                      14-1
<PAGE>

with the Trustee, or by delivering such written notice to the Company at such
address. The Company may remove the Trustee by written notice of such removal
mailed to the Trustee at the last address of the Trustee on file with the
Company, or by delivering such written notice to the Trustee at such address.
Such resignation or removal shall take effect on the date specified in the
notice of resignation or removal, but not less than thirty (30) days, nor more
than sixty (60) days following the date of mailing of such notice or delivery of
such notice if it be not mailed unless the Company and the Trustee agree that
the resignation or removal be effective on some other date. Upon such
resignation or removal, the Trustee shall be entitled to its fees to the
effective date of resignation or removal and any and all costs or expenses paid
or incurred by the Trustee in connection with this Trust and Plan. In no event
shall such resignation or removal terminate this Trust and Plan, but the Company
shall forthwith appoint a successor Trustee to carry out the terms of this Trust
and Plan, which successor Trustee shall be any individual, trust company or bank
selected by the Company. In case of the resignation or removal of the Trustee,
the Trustee shall forthwith turn over to the successor Trustee all assets in its
possession, and copies of such records as may be necessary to permit the
successor Trustee to carry out its duties.

     14.3 Co-Trustees.

          In the event that the Company shall have appointed more than one
individual, trust company or bank to act jointly as Trustee hereunder, any
action which this Trust and Plan authorizes or requires the Trustee to do shall
be done by action of the majority of the then acting co-trustees, or, in the
case of two such persons acting jointly as Trustee, by action of both such
trustees. Such action may be taken at any meeting of the co-trustees then
acting, or by written authorization and affirmative consent without a meeting.
The co-trustees by written agreement among themselves, a copy of which shall be
filed with the Company and the Administrator, may allocate among themselves any
of the powers and duties of the Trustee under



                                      14-2
<PAGE>

this Trust and Plan. In such event the co-trustee to whom a power or duty is
allocated may take action with respect thereto without the consent of any other
co-trustee. Any person, firm, partnership or corporation may rely upon the
written signatures of such number of the co-trustees as are hereunder empowered
to take action as the signature of the Trustee hereunder. Notwithstanding any
other provision of this Trust and Plan to the contrary, so long as at least one
individual, trust company or bank shall continue to act as Trustee hereunder,
the Company shall not be under any duty to appoint a successor to any co-trustee
who shall resign or be removed.

     14.4 Standard of Care.

          The Trustee shall discharge the Trustee's duties under this Trust and
Plan solely in the interest of the Participants and their Beneficiaries and for
the exclusive purpose of providing benefits to such Participants and their
Beneficiaries and defraying reasonable expense of administering the Trust and
Plan, with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such
matters would used in the conduct of an enterprise of like character and with
like aims, and by diversifying the investments of the Trust and Plan so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so, all in accordance with the provisions of this Trust and
Plan insofar as they are consistent with the provisions of ERISA; but the duties
and obligations of the Trustee as such shall be limited to those expressly
imposed upon the Trustee under this Trust and Plan.

     14.5 Indemnification of Trustee by the Company.

          The Trustee may consult with counsel and the Trustee shall not be
deemed imprudent by reason of its taking or refraining from taking any action in
accordance with the opinion of counsel. The Company agrees, to the extent
permitted by law, to indemnify and hold the Trustee harmless from and against
any liability that the Trustee may incur in the



                                      14-3
<PAGE>

administration of the Trust Fund, including any liability arising from acts of
prior Trustees, unless arising from the Trustee's own negligence or misconduct.
The Trustee shall not be required to give any bond or any other security for the
faithful performance of duties hereunder, except as may be required by law which
prohibits the waiver thereof.

     14.6 Certification by Administrator.

          The Trustee shall be entitled, as the Trustee may deem appropriate
from time to time, to require the Company, the Administrator or any other person
involved in the administration of the Trust and Plan or investment of the Trust
Fund or having any interest under the Trust and Plan to furnish such
certifications and proofs of facts as shall permit the Trustee to perform the
Trustee's duties under ERISA (or any regulation thereunder) as may be in effect
from time to time, or to exercise the powers granted the Trustee under this
Trust and Plan.



                                      14-4
<PAGE>

                                   ARTICLE 15

                                   INVESTMENTS

     15.1 Investment Powers and Duties of Trustee.

          In addition to the powers and duties conferred and imposed upon the
Trustee by the other provisions of this Trust and Plan, the Trustee shall,
subject to the provisions of Article 8 and the limitations hereinafter set forth
in this Article, have the following powers and duties:

     (a) To invest and reinvest the principal and income of the Trust Fund and
keep the same invested with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character and with like aims, without distinction between principal and income
and without regard to any limitations, other than such prudent man rule,
prescribed by law or custom upon the investments of fiduciaries, in each and
every kind of property, whether real, personal or mixed, tangible or intangible,
and wherever situated, including but not limited to annuity, endowment or life
insurance contracts of an insurance company on the life of any participant,
shares of any Regulated Investment Company, units of any common trust fund of
the Trustee or of any bank or trust company now in existence or hereinafter
established, shares of common, preference and preferred stock, put and call
options, rights, options, subscriptions, warrants, trust receipts, investment
trust certificates, mortgages, leases, bonds, notes, debentures, equipment or
collateral trust certificates and other corporate, individual or government
obligations, whether secured or unsecured; to invest and reinvest in and retain
any stocks, bonds or other securities of any corporate trustee serving
hereunder, or any parent or affiliate thereof; to invest in commodities and
commodity contracts; to invest and reinvest in any time or savings deposits of
the Trustee or any parent or affiliate thereof if such deposits bear a
reasonable rate of interest or of any bank, trust company, or savings and loan
institution, which deposits may but need not be guaranteed by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan Insurance
Corporation; and in addition to become a general partner or limited partner in
any partnership or limited partnership the purposes of which are to invest or
reinvest the partnership assets in any such properties or deposits;

     (b) To invest a portion or all of the Trust Fund in units of any common or
group trust created solely for the purpose of providing a satisfactory
diversification of investments for participating trusts; provided that such
common or group trust, (i) limits participation thereunder to pension and profit
sharing trusts which qualify under Section 501(a) of the Code and individual
retirement accounts which qualify under Section 408 of the Code, (ii) prohibits
income and/or principal attributable to a participating trust from being used
for any purpose other than the exclusive benefit of the employees or their
beneficiaries of such participating trust, (iii) prohibits assignment by a
participating trust of any part of such participating trust's equity or interest
in the common or group trust, (iv) is created or organized in the United States
and is maintained at all times as a domestic trust in the United States; as long



                                      15-1
<PAGE>

as the Trustee holds such units hereunder, the instrument establishing such
common or group trust (including all amendments thereto) shall be deemed to have
been adopted and made a part of this Trust and Plan;

     (c) Upon direction by the Company, to invest or reinvest all or a portion
of the Trust Fund in qualifying employer securities and/or qualifying employer
real estate as such terms are defined in Section 4975 of the Code and Section
407(d) of ERISA, which investment may constitute more than ten percent (10%) of
the fair market value of the assets of the Trust Fund but in any event not more
than the amounts credited to employer contribution accounts. The Trustee may
retain, sell, exchange or otherwise dispose of any such securities or real
estate held in this Trust Fund;

     (d) To sell, convert, redeem, exchange, grant options for the purchase or
exchange of, or otherwise dispose of, any real or personal property, at public
or private sale, for cash or upon credit, with or without security, without
obligation on the part of any person dealing with the Trustee to see to the
application of the proceeds of or to inquire into the validity, expediency or
propriety of any such disposal;

     (e) To manage, operate, repair, partition and improve and mortgage or lease
(with or without option to purchase) for any length of time any real property
held in the Trust Fund; to renew or extend any mortgage or lease, upon any terms
the Trustee may deem expedient; to agree to reduction of the rate of interest on
any mortgage note; to agree to any modification in the terms of any lease or
mortgage or of any guarantee pertaining to either of them; to enforce any
covenant or condition of any lease or mortgage or of any guarantee pertaining to
either of them or to waive any default in the performance thereof; to exercise
and enforce any right of foreclosure; to bid on property on foreclosure; to take
a deed in lieu of foreclosure with or without paying consideration therefor and
in connection therewith to release the obligation on the bond secured by the
mortgage; and to exercise and enforce in any action, suit or proceeding at law
or in equity any rights or remedies in respect of any lease or mortgage or of
any guarantee pertaining to either of them;

     (f) To exercise, personally or by general or limited proxy, the right to
vote any shares of stock or other securities held in the Trust Fund; to delegate
discretionary voting power to trustees of a voting trust for any period of time;
and to exercise or sell, personally or by power of attorney, any conversion or
subscription or other rights appurtenant to any securities or other property
held in the Trust Fund;

     (g) To join in or oppose any reorganization, recapitalization,
consolidation, merger or liquidation, or any plan therefor, or any lease (with
or without an option to purchase), mortgage or sale of the property of any
organization the securities of which are held in the Trust Fund; to pay from the
Trust Fund any assessments, charges or compensation specified in any plan of
reorganization, recapitalization, consolidation, merger or liquidation, to
deposit any property with any committee or depositary; and to retain any
property allotted to the Trust Fund in any reorganization, recapitalization,
consolidation, merger or liquidation;

     (h) To borrow money from any lender (including the Trustee hereunder,



                                      15-2
<PAGE>

where applicable in its capacity as a banking corporation when permitted to do
so by the applicable laws and regulations then in effect) in any amount and upon
such terms and conditions and for such purposes as the Trustee shall deem
necessary; for any money so borrowed the Trustee may issue its promissory note
as Trustee and to secure the repayment of any such loan, with interest, may
pledge or mortgage all or any part of the Trust Fund, and no person loaning
money to the Trustee shall be obligated to see to the application of the money
loaned or to inquire into the validity, expediency or propriety of any such
borrowing;

     (i) To compromise, settle or arbitrate any claim, debt or obligation of or
against the Trust Fund; to enforce or abstain from enforcing any right, claim,
debt or obligation; and to abandon any property determined by it to be
worthless;

     (j) To continue to hold any property of the Trust Fund whether or not
productive of income; to reserve from investment and keep unproductive of
income, without liability for interest, such cash as it deems advisable or, in
its discretion, to hold the same, without limitation on duration, on deposit in
the commercial department or in an interest-bearing account in the savings
department of any bank, trust company, or savings and loan institution
(including the Trustee where applicable in its capacity as a banking
corporation) in which deposits are guaranteed by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation;

     (k) To hold property of the Trust Fund in its own name or in the name of a
nominee, without disclosure of this Trust, or in bearer form so that it will
pass by delivery, but no such holding shall relieve the Trustee of its
responsibility for the safe custody and disposition of the Trust Fund in
accordance with the provisions of this Trust and Plan, and the Trustee's records
shall at all times show that such property is part of the Trust Fund;

     (l) To make, execute and deliver, as Trustee, any deeds, conveyances,
leases (with or without option to purchase), mortgages, options, contracts,
waiver or other instruments that the Trustee shall deem necessary or desirable
in the exercise of its powers under this Trust;

     (m) Upon prior written approval of the Company, to employ, at the expense
of the Trust Fund, agents who are not regular employees of the Trustee, and to
delegate in writing to them and authorize them to exercise such powers and
perform such duties required of the Trustee hereunder without limitation as the
Trustee may determine in its uncontrolled discretion; the Trustee shall not be
responsible for any loss occasioned by any such agents selected by it with
reasonable care;

     (n) To pay out of the Trust Fund all taxes imposed or levied with respect
to the Trust Fund and in its discretion to contest the validity or amount of any
tax, assessment, penalty, claim or demand respecting the Trust Fund; however,
unless the Trustee shall have first been indemnified to its satisfaction or
arrangements satisfactory to it shall have been made for the payment of all
costs and expenses, it shall not be required to contest the validity of any tax,
or to institute, maintain or defend against any other action or proceeding
either at law or in equity;



                                      15-3
<PAGE>

     (o) Except as otherwise provided in this Trust and Plan, to do all acts,
execute all instruments, take all proceedings and exercise all rights and
privileges with relation to any assets constituting a part of the Trust Fund,
which it may deem necessary or advisable to carry out the purposes of this Trust
and Plan;

     (p) During the minority or incapacity of any Accountholder under this Trust
and Plan, to make payment to such Accountholder or to an appropriate member, as
determined by the Administrator, of such Accountholder's family for the care,
maintenance and support of such Accountholder in such amounts and at such times
as the Administrator may determine, and the receipt of such minor or
incapacitated person or member of such minor's or incapacitated person's family
to whom payment has been made shall be a full discharge and acquittance to the
Trustee for the amount so paid;

     (q) To invest in insurance or annuity contracts which provide for earnings
at a guaranteed minimum rate of interest and to engage in a program of
collective investment through the commingling of assets of this Trust with
assets of other trusts in the form of participatory ownership of a portion of
one or more of such insurance or annuity contracts. To the extent of this
Trust's participation interest in such a program and the contract(s) held
thereunder, the terms of said contract(s), as well as the terms of any
participation agreement for said program, shall be deemed to be part of the
Trust and Plan in connection with which this Trust was established and is
administered.

     15.2 Investment Manager.

          Notwithstanding any provisions of this Trust and Plan, the Company
hereby retains the right to appoint, from time to time, one or more:

          (a)  banks, as defined in the Investment Advisers Act of 1940;

          (b)  persons registered as investment advisers under said Act; or

          (c)  insurance companies qualified to perform investment advisory
               services under the laws of more than one state;

to act as the Investment Manager of all or such portions of the Trust Fund as
the Company in its sole discretion shall direct. In order to serve as Investment
Manager, any such bank, person or insurance company must state in writing to the
Company and the Trustee that it meets the requirements set forth in this Section
to be an Investment Manager and that it acknowledges that it shall be a
fiduciary with respect to this Trust and Plan during all periods that it shall
serve as such. During any period that an Investment Manager has been appointed
with respect to the



                                      15-4
<PAGE>

Trust Fund or a portion thereof, it shall have all powers normally given to the
Trustee under Section 15.1 hereof with respect to the management, acquisition or
disposition of any asset of the Trust Fund, or such portion thereof and the
Trustee shall have no powers, duties or obligations with respect to the
investment, management, acquisition or disposition of such assets. The Company
may, at any time, remove any Investment Manager or change the portion of the
Trust Fund subject to its management by written notice to the Trustee and the
Investment Manager. Any Investment Manager may resign by written notice to the
Company and the Trustee. Unless the Company appoints a successor to an
Investment Manager which has resigned or been removed, or which is no longer
managing a portion of the Trust Fund, the powers, duties and obligations of the
Trustee with respect to the portion of the Trust Fund formerly managed by the
Investment Manager shall be automatically restored.

     15.3 Income from Investments.

          All income from investments and reinvestments made as provided in this
Article shall be treated as principal, and investments and reinvestments shall
be made without distinction between income and principal.



                                      15-5
<PAGE>

                                   ARTICLE 16

                                 ADMINISTRATION

     16.1 Appointment of Administrator.

          The Board of Directors of the Company shall appoint the Administrator
which shall be any person(s), corporation or partnership, (including the Company
itself) as said Board of Directors shall deem desirable in its sole discretion.
Said Board of Directors shall notify the Trustee of the identity of the
Administrator and of any change in the Administrator.

     16.2 Powers and Duties of Administrator. Except as expressly set forth
herein with respect to the duties and responsibilities of the Trustee or the
Parent Company, the Administrator shall administer the Trust and Plan and shall
have all powers and duties granted or imposed on an "administrator" by ERISA.
The Administrator shall determine any and all questions of fact, resolve all
questions of interpretation of this instrument or related documents which may
arise under any of the provisions of this Trust and Plan as to which no other
provision for determination is made hereunder, and exercise all other powers and
discretions necessary to be exercised under the terms of this Trust and Plan
which it is herein given or for which no contrary provision is made. The
Administrator is hereby given the power and discretion to administer the Trust
and Plan in accordance with procedures beyond and/or in conflict with those
provided under the terms of the written Trust and Plan document, provided such
procedures are as set forth and as permitted under the Code. The Administrator
shall have full power and discretion to interpret this Trust and Plan and
related documents, to resolve ambiguities, inconsistencies and omissions, to
determine any question of fact, to determine the right to benefits of, and the
amount of benefits, if any, payable to, the claimant in accordance with the
provisions of this Trust and Plan. Subject to the provisions of Section 16.7,
the Administrator's decision with respect to any matter shall be final and
binding upon the Trustee and all other



                                      16-1
<PAGE>

parties concerned, and neither the Administrator nor any of its directors,
officers or employees, if applicable, shall be liable in that regard except for
gross abuse of the discretion given it and them under the terms of this Trust
and Plan. All determinations of the Administrator, and other exercises of the
Administrator's discretion hereunder shall be made in such manner as the
Administrator determines to be in accord with applicable law and shall be
generally consistent with respect to all Accountholders in similar
circumstances. The Administrator, from time to time, may designate one or more
persons or agents to carry out any or all of its duties hereunder. With the
prior written approval of the Company, the Administrator may hire such
attorneys, accountants, actuaries, agents, clerks and secretaries as it may deem
desirable in the performance of its functions, and the expense associated with
the hiring or retention of any such person or persons shall be paid directly by
the Company.

     16.3 Benefits Review Committee.

          The Board of Directors of the Company shall appoint the members of a
Benefits Review Committee which shall consist of three (3) or more members. The
Board of Directors may, in its sole discretion, appoint a separate Benefits
Review Committee for any or all Participating Companies under this Trust and
Plan. Such Committee shall decide appeals of application denials as provided in
Section 16.7 and shall have such other powers and duties as shall from time to
time be assigned to the Committee by the Company. The members of the Committee
shall remain in office at the will of the Board of Directors, and the Board of
Directors may remove any of said members, from time to time, with or without
cause. A member of the Committee may resign upon written notice to the remaining
member or members of the Committee and to the Company respectively. The fact
that a person is a prospective Participant, a Participant or a former
Participant shall not disqualify him from acting as a member of the Committee.
In case of the death, resignation or removal of any member of the Committee, the



                                      16-2
<PAGE>

remaining members shall act until a successor-member shall be appointed by the
Board of Directors. Upon request, the Company shall notify the Trustee and the
Administrator in writing of the names of the original members of the Committee,
of any and all changes in the membership of the Committee, of the member
designated as Chairman and the member designated as Secretary, and of any
changes in either office. Until notified of a change, the Trustee and the
Administrator shall be protected in assuming that there has been no change in
the membership of the Committee or the designation of Chairman or of Secretary
since the last notification was filed with it. The Trustee and the Administrator
shall be under no obligation at any time to inquire into the membership of the
Committee or its officers. All communications to the Committee shall be
addressed to its Secretary at the address of the Company on file with the
Trustee.

     16.4 Committee Procedures.

          On all matters and questions the decision of a majority of the members
of the Committee shall govern and control; but a meeting need not be called or
held to make any decision. The Committee shall appoint one of its members to act
as its Chairman and another member to act as Secretary. The terms of office of
these members shall be determined by the Committee, and the Secretary and/or
Chairman may be removed by the other members of the Committee for any reason
which such other members may deem just and proper. The Secretary shall do all
things directed by the Committee. Although the Committee shall act by decision
of a majority of its members as above provided, nevertheless in the absence of
written notice to the contrary, every person may deal with the Secretary and
consider his acts as having been authorized by the Committee. Any notice served
or demand made on the Secretary shall be deemed to have been served or made upon
the Committee.



                                      16-3
<PAGE>

     16.5 Operation of Committee.

          No member of the Committee shall be disqualified from acting on any
question because of his interest therein. No fee or compensation shall be paid
to any member of the Committee for his services as such, but the Committee shall
be reimbursed for its expenses by the Company. The Committee and the
Administrator may hire such attorneys, accountants, actuaries, agents, clerks,
and secretaries as it may deem desirable in the performance of its functions,
and the expense associated with the hiring or retention of any such person or
persons shall be paid directly by the Company.

     Any expense of administration of the Trust and Plan shall be satisfied in
either of the following manners, as determined by the Company in its sole
discretion:

          (a)  the expense may be borne by the Company or other Participating
               Companies; or

          (b)  the expense may be paid or reimbursed out of the Trust Fund.

     16.6 Claims Procedure.

          Each Participant, former Participant or Beneficiary who is eligible
for benefits under Article 11 or 12 hereof ("claimant") shall apply therefor;
provided, however, that the foregoing requirement shall not apply in any case in
which a claimant shall be unable to make such application for physical, mental
or any other reason satisfactory to the Administrator. Such application shall be
made in such manner (including in writing, orally, telephonically or
electronically) as the Administrator shall determine. The Administrator shall
process such claim and determine entitlement to benefits within ninety (90) days
of its receipt or a completed application for benefits. If special circumstances
exist the Administrator may obtain a ninety (90) day extension by providing the
claimant written notice of the extension within the initial ninety (90) day
period. The extension notice must include an explanation of the special




                                      16-4
<PAGE>

circumstances and the date by which the Administrator's decision will be made.
Upon finding that such claimant satisfies the eligibility requirements for
benefits under Article 11 or 12, the Administrator shall promptly notify the
Trustee of his eligibility and of the method of distribution.

     If any claimant, or the authorized representative of a claimant shall file
an application for benefits hereunder and such application is denied, in whole
or in part, the Administrator shall notify such claimant of the denial in
writing, delivered in person or mailed by first-class mail to such claimant's
last known address, setting forth in such notice:

          (a)  the specific reason for the denial;

          (b)  a specific reference to pertinent provisions of the Trust and
               Plan upon which the denial is based;

          (c)  a description of any additional material or information deemed
               necessary by the Administrator for such claimant to perfect his
               claim and an explanation of why such material or information is
               necessary; and

          (d)  an explanation of the claim review procedure under the Trust and
               Plan.

Such notice shall set forth the above information in a manner calculated to be
understood by such claimant. If the notice referred to above is not furnished
and if the claim has not been granted within the time specified above for
payment of such claim, the claim shall be deemed denied and shall be subject to
review as set forth below.

     16.7 Review of Claim Denials.

          Any claimant whose application for benefits hereunder has been denied
or deemed denied shall have sixty (60) days from the date the claim is deemed
denied, or sixty (60) days from receipt of the notice denying the claim, as the
case may be, in which to request a review by the Committee. The request for
review must be in writing, must be delivered to the



                                      16-5
<PAGE>

Committee and must specify the reason(s) the claimant believes the denial should
be reversed. Such review shall be conducted by written briefs submitted by the
claimant and the Administrator or at a hearing, or by both, as shall be deemed
necessary by the Committee. Any such hearing shall be held in the Corporate
Headquarters of the Company or at such other location as shall be agreed upon
among the Administrator, the Committee and the applicant, on such date and at
such time as the Committee shall designate. The Committee shall make every
effort to schedule the hearing on a day and at a time which is convenient to
both the claimant and the Administrator.

     The claimant may indicate in writing, at the time the Committee attempts to
schedule the hearing, that he wishes to waive his right to a hearing. If the
claimant does not waive his right to a hearing, he must notify the Committee, in
writing, at least fifteen (15) days in advance of the date established for such
hearing, his intention to appear at the appointed time and place and he must
specify any persons who will accompany him to the hearing, or such other persons
will not be admitted to the hearing. If written notice is not timely provided,
the hearing automatically will be canceled. The claimant, the Administrator, and
their duly authorized representatives, may review all pertinent documents
relating to the claim in preparation for the hearing and may submit issues and
comments in writing prior to or during the hearing.

     After the review has been completed, the Committee shall render a decision
in writing, a copy of which shall be sent to both the claimant and the
Administrator. Such decision shall be made no later than sixty (60) days
following the claimant's request for review; provided, however, that in the
event that a hearing is held with respect to the review of the claim, such
decision shall be rendered no later than one hundred twenty (120) days following
the claimant's request for review. In the event that a hearing is held, the
Committee shall furnish the claimant,



                                      16-6
<PAGE>

prior to the expiration of the initial sixty (60) day period, with written
notice of the extension to one hundred twenty (120) days of the deadline for
rendering a decision. Such decision shall be set forth in writing, in a manner
calculated to be understood by the claimant, and shall set forth the specific
reason or reasons for the decision and the specific plan provisions upon which
the decision is based.

     In rendering its decision, the Committee shall have full power and
discretion to interpret this Trust and Plan and related documents, to resolve
ambiguities, inconsistencies and omissions, to determine any questions of fact,
to determine the right to benefits of, and the amount of benefits, if any,
payable to the claimant in accordance with the provisions of this Trust and
Plan. Without limiting the generality of the foregoing, the Committee may
resolve any procedural matters attendant to matters before it without the need
for a separate hearing therefor.

     For claims incurred on or after January 1, 2002, no legal action may be
commenced against the Company, a Participating Company or Affiliate, the Trust
and Plan, the Administrator or the Committee or any officer, employee or member
of any of the foregoing, by any Accountholder:

          (a)  prior to the exhaustion of all administrative remedies under this
               claims procedures; or

          (b)  more than one hundred twenty (120) days of the issuance of the
               final decision of the Committee.

     16.8 Decisions Shall be Final and Binding.

          The interpretations, determinations and decisions of the Administrator
or Committee shall, except to the extent provided in Section 16.7, be final and
binding upon all persons with respect to any right, benefit or privilege
hereunder. The review procedures of Section 16.7 shall be the sole and exclusive
remedy and shall be in lieu of all actions at law, in equity, pursuant to
arbitration or otherwise, except as otherwise provided in ERISA.

                                      16-7
<PAGE>

     16.9 No Committee Member Liable.

          Neither the Committee nor any Committee member (while functioning as a
member of the Committee) shall be liable for any act taken by the Committee
pursuant to any provision of this Trust and Plan, except for gross abuse of the
discretion given the Committee or member hereunder. No member of the Committee
shall be liable for the act of any other member.

     16.10 Filings by the Administrator.

          Notwithstanding anything contained in this Trust and Plan to the
contrary, with respect to any filings with any regulator agency of any state or
the federal government, the Parent Company shall be the administrator of this
Trust and Plan and shall, in such respect and context, be charged with all
obligations imposed upon an "administrator" by ERISA.


     16.11 Limitation of Liability.

          Except as otherwise provided in ERISA, the Company, Administrator,
Committee, Board of Directors, and their respective officers, employees and
members, shall incur no personal liability of any nature whatsoever in
connection with any act done or omitted to be done in the administration of this
Trust and Plan. No person shall be liable for the act of any other person.



                                      16-8
<PAGE>

                                   ARTICLE 17

                         PROHIBITION AGAINST ALIENATION

     17.1 Definitions.

          Unless the context otherwise indicates, the following terms used
herein shall have the following meanings whenever used in this Article:

          (a)  The words "Alternate Payee" shall mean any spouse, former spouse,
               child or other dependent of a Participant who is recognized by a
               domestic relations order as having a right to receive all, or a
               portion of, the benefits hereunder attributable to such
               Participant.

          (b)  The words "Domestic Relations Order" shall mean, with respect to
               any Participant, any judgment, decree or order (including
               approval of a property settlement agreement) which both

               (1)  relates to the provision of child support, alimony payments
                    or marital property rights to a spouse, former spouse, child
                    or other dependent of the Participant; and

               (2)  is made pursuant to a State domestic relations law
                    (including a community property law).

          (c)  The words "Qualified Domestic Relations Order" shall mean a
               Domestic Relations Order which satisfies the requirements of
               Section 414(p)(1)(A) of the Code.

     17.2 General Prohibition on Alienation.

          Neither any property nor any interest in any property held for the
benefit of any Accountholder shall be alienated, disposed of or in any manner
encumbered, voluntarily, involuntarily or by operation of law, while in the
possession or control of the Trustee except by an act of the Trustee or the
Accountholder specifically authorized hereunder. If by reason of any act of any
Accountholder, or by operation of law or by the happening of any event, or for
any reason, except by an act of the Trustee or such person specifically
authorized hereunder, such property or any interest therein would, except for
this provision, cease to be enjoyed by such person, or if by reason of an
attempt of such person to alienate, charge or encumber such



                                      17-1
<PAGE>

property or any interest therein, or by reason of the bankruptcy or insolvency
of such person, or by reason of any attachment, garnishment or other
proceedings, or by reason of any order, finding or judgment of court, either at
law or in equity, such property or any interest therein would, except for this
provision, vest in or be enjoyed by some person, firm or corporation otherwise
than as provided in this Trust and Plan, in any of such events, the trusts
herein expressed concerning all of such property so payable to or held for the
benefit of such person shall cease and terminate as to him. Thereafter during
his life such property, subject to such interests or rights, if any, as any
other person may have in or to such property as provided in this Trust and Plan,
shall be held by the Trustee according to its absolute discretion, but the
Trustee meanwhile may pay to or expend for the support, comfort, and maintenance
of such Accountholder, may pay to or expend for the support, comfort and
maintenance of his spouse and/or may pay to or expend for the support, comfort
and maintenance of his child or children, such sums and such sums only, as
directed by the Administrator, in writing, retaining any undistributed part of
such property until such Accountholder's death.

     17.3 Distribution of Assets on Death.

          If any person who shall be subject to the provisions of Section 17.2
hereof shall die before receiving all of such property which he would have
received except for the operation of the provisions of said Section 17.2, then,
upon or after his death, such undistributed property shall be disposed of as
follows:

          (a)  If such person was a Participant, such undistributed property
               shall be disposed of as provided in such Participant's
               designation of Beneficiary on file with the Administrator at the
               time of his death, or as provided in Section 12.4 in the event
               that such designation shall not provide for complete distribution
               of such undistributed property or no designation of Beneficiary
               shall be on file with the Trustee; or



                                      17-2
<PAGE>

          (b)  If such person shall be a Beneficiary of a Participant, such
               undistributed property shall be distributed to the person or
               persons who upon such Beneficiary's death would be entitled to
               inherit such undistributed property under the laws of Ohio then
               in force if such undistributed property had then belonged to such
               Beneficiary and he had then died intestate domiciled in Ohio.

     17.4 Right to Benefits by Alternate Payee, Etc.

          Notwithstanding Sections 17.2 and 17.3 hereof to the contrary, on and
after February 3, 1997, the following shall not be treated as an assignment or
alienation prohibited by said Sections 17.2 and 17.3:

          (a)  the creation, assignment or recognition of a right to any Shares
               payable with respect to a Participant or former Participant under
               this Trust and Plan pursuant to a Qualified Domestic Relations
               Order; or

          (b)  the offset of a Participant's or former Participant's benefit
               under this Trust and Plan against an amount that such Participant
               or former Participant is ordered or required to pay to this Trust
               and Plan where:

               (1)  the order or requirement to pay arises under a judgment for
                    a crime involving this Trust and Plan, a civil judgment,
                    consent order or decree for violation or alleged violation
                    of fiduciary duties as stated in part 4 of subtitle B of
                    title I of ERISA, or pursuant to a settlement agreement
                    between the Secretary of Labor or the Pension Benefit
                    Guaranty Corporation and the Participant or former
                    Participant for violation or alleged violation of fiduciary
                    duties as stated in part 4 of subtitle B of title I of ERISA
                    by a fiduciary or any other person; and

               (2)  the judgment, order, decree, or settlement agreement
                    expressly provides for the offset of all or part of the
                    amount ordered or required to be paid to this Trust and Plan
                    against the Participant's or former Participant's benefits
                    provided by this Trust and Plan; and

               (3)  to the extent, if any, that survivor annuity requirements
                    apply to distributions to the Participant or former
                    Participant under Code Section 401(a)(11), the rights of
                    such Participant's or former Participant's spouse are



                                      17-3
<PAGE>

                    preserved in accordance with Code Section
                    401(a)(13)(C)(iii); or

          (c)  any other arrangement, transfer or transaction which is not
               treated as a prohibited assignment or alienation under Code
               Section 401(a)(13) and the regulations thereunder or other
               applicable law.

     17.5 Notification of Parties and Determination Whether Qualified.

          In the event the Trust and Plan is served with a Domestic Relations
Order, the Administrator shall promptly notify the concerned Participant and any
concerned Alternate Payee of the receipt of such Domestic Relations Order and
the Trust and Plan's procedures for determining whether such Domestic Relations
Order is a Qualified Domestic Relations Order. Within a reasonable time after
receipt of such Domestic Relations Order, the Administrator shall determine
whether such Domestic Relations Order is a Qualified Domestic Relations Order
and shall notify the Participant and any concerned Alternate Payee of its
determination.

     17.6 Interim Procedures.

          During any period in which the issue of whether a Domestic Relations
Order is a Qualified Domestic Relations Order is being determined (whether by
the Administrator, a court of competent jurisdiction, or otherwise), the
Administrator shall credit to a new separate account under the Trust and Plan
the amounts which would have been payable to an Alternate Payee during such
period if the order had been, during such period, determined to be a Qualified
Domestic Relations Order, and shall debit the appropriate accounts of the
Participant with respect to whom the Domestic Relations Order was issued for
such amounts. If, within eighteen (18) months after the Trust and Plan is served
with such Domestic Relations Order, the Domestic Relations Order (or a
modification thereof) is determined to be a Qualified Domestic Relations Order,
the Administrator shall hold and dispose of the amounts credited to the
segregated account established with respect to such Domestic Relations Order in
accordance



                                      17-4
<PAGE>

with the terms of the Qualified Domestic Relations Order. If within eighteen
(18) months after the Trust and Plan is served with such Domestic Relations
Order, it is determined that the Domestic Relations Order is not a Qualified
Domestic Relations Order or the issue with respect to whether the Domestic
Relations Order is a Qualified Domestic Relations Order is not resolved, the
Administrator shall transfer the amounts credited to the segregated account to
the appropriate accounts maintained for the benefit of the person who would have
been entitled to such amounts as though the Trust and Plan had never been served
with such Domestic Relations Order. Any determination that a Domestic Relations
Order is a Qualified Domestic Relations Order which is made after the close of
the eighteen (18) month period after the Trust and Plan was served with such
Domestic Relations Order shall be applied prospectively only.


     17.7 Investment of Separate Account.

          The amounts credited to any new separate account which has been
created under Section 17.6 above after the Trust and Plan is served with a
Domestic Relations Order shall be invested as the Administrator shall direct
until the Administrator makes a determination whether such Domestic Relations
Order is a Qualified Domestic Relations Order.

     17.8 Review Procedures.

          Any Participant or Alternate Payee who is affected by a Domestic
Relations Order served upon the Trust and Plan may request a review by such
Committee of the Administrator's determination with respect to the qualification
or lack of qualification of such Domestic Relations Order upon written notice to
the Appeals Committee appointed pursuant to Article 16 hereof. Any such review
by the Committee shall be subject to the rules and procedures set forth in
Article 16 hereof.



                                      17-5
<PAGE>

     17.9 Status of Alternate Payee.

          Any Alternate Payee who is entitled to receive amounts from the Trust
and Plan pursuant to a Qualified Domestic Relations Order shall, with respect to
the Trust and Plan, to the extent of the Alternate Payee's interest in the Trust
and Plan, have such rights as are specified in the Qualified Domestic Relations
Order. Without limiting the generality of the foregoing, payment may be made to
the Alternate Payee prior to the Participant's "earliest retirement age," as
defined in Section 414(p) of the Code, if so provided in the Qualified Domestic
Relations Order.

     17.10 Payment in Lump Sum Form.

          Notwithstanding anything contained in the Trust and Plan to the
contrary, an immediate lump sum distribution shall be made to an Alternate Payee
if such distribution is authorized by a Qualified Domestic Relations Order, even
if the affected Participant has not had a Termination of Employment.



                                      17-6
<PAGE>

                                   ARTICLE 18

                              TOP-HEAVY PROVISIONS

     18.1 Restrictions.

          During any Plan Year that this Trust and Plan is top-heavy as
determined in accordance with Section 18.2 hereof, the special restrictions
contained in Sections 18.3, 18.4 and 18.5 hereof shall apply.

     18.2 Determination of Top-Heavy Status.

          This Trust and Plan shall be considered to be top-heavy in any Plan
Year if, as of the Determination Date for such Plan Year, all the aggregation
groups of which this Trust and Plan is a member are top-heavy groups. In the
event that in any Plan Year this Trust and Plan is a member of an aggregation
group which is not a top-heavy group, this Trust and Plan shall not be
considered to be top-heavy for such Plan Year.

     Unless the context otherwise indicates, the following terms used herein
shall have the following meanings whenever used in this Article:

          (a)  "Determination Date" shall mean, for the first Plan Year, the
               last day thereof, and thereafter shall mean, for any other Plan
               Year, the last day of the preceding Plan Year;

          (b)  "Key Employee" shall mean a "key employee" as described in
               Section 416(i) of the Code which is hereby incorporated by
               reference and which is described for informational purposes
               herein as any Employee or former Employee of a Participating
               Company or an Affiliate who at any time during the Plan Year, or
               the four (4) preceding Plan Years is:

               (1)  an officer of a Participating Company or an Affiliate having
                    Testing Compensation from the Participating Company and all
                    Affiliates for the Plan Year of determination greater than
                    Sixty Thousand Dollars ($60,000) or, if greater, fifty
                    percent (50%) of the amount specified in Section
                    415(b)(1)(A) of the Code as adjusted pursuant to Section
                    415(d) of the Code;



                                      18-1
<PAGE>

               (2)  a one-half of one percent (.5%) actual or constructive owner
                    of a Participating Company or an Affiliate who owns one of
                    the ten (10) largest interests in a Participating Company or
                    an Affiliate and who is an Employee of a Participating
                    Company or an Affiliate having Testing Compensation from a
                    Participating Company and all Affiliates for the Plan Year
                    of determination greater than Thirty Thousand Dollars
                    ($30,000), or, if greater, the amount specified in Section
                    415(c)(1)(A) of the Code as adjusted pursuant to Section
                    415(d) of the Code;

               (3)  a five percent (5%) actual or constructive owner of a
                    Participating Company or an Affiliate; or

               (4)  a one percent (1%) actual or constructive owner of a
                    Participating Company or an Affiliate having Testing
                    Compensation from a Participating Company and all Affiliates
                    for the Plan Year of determination greater than One Hundred
                    Fifty Thousand Dollars ($150,000.00);

               provided that any such Employee also performed services for a
               Participating Company or an Affiliate during the five (5) Plan
               Year period ending on the Determination Date; and provided that
               an amount held for the Beneficiary of a Key Employee who is
               deceased shall be deemed to be an amount held for a Key Employee;

          (c)  "non-Key Employee" shall mean any Employee of a Participating
               Company or an Affiliate who is not a Key Employee including any
               Employee who was formerly a Key Employee;

          (d)  "Permissive Aggregation Group" shall mean the Required
               Aggregation Group plus each pension, profit sharing and stock
               bonus plan of a Participating Company or any Affiliate, including
               each such plan terminated during the five (5) year period ending
               on the Determination Date, which, when considered as a group with
               the Required Aggregation Group, would continue to comply with
               Sections 401(a)(4) and 410 of the Code;

          (e)  "Required Aggregation Group" shall mean each pension, profit
               sharing and stock bonus plan of a Participating Company or any
               Affiliate, including each such plan terminated during the five
               (5) year period ending on the Determination Date, in which a Key
               Employee is a Participant and each other pension, profit sharing
               and stock bonus plan which enables such plans to meet the
               requirements of Section 401(a)(4) or 410 of the Code;



                                      18-2
<PAGE>

          (f)  "Top Heavy Group" shall mean any aggregation group if the sum, as
               of the Determination Date, of:

               (1)  the present value of the cumulative accrued benefits for Key
                    Employees under all defined benefit plans included in such
                    group; and

               (2)  the aggregate of the account balances of Key Employees under
                    all defined contribution plans included in such group;

               exceeds sixty percent (60%) of a similar sum determined for all
               Participants, former Participants and Beneficiaries permitted to
               be taken into account pursuant to Section 416(g) of the Code,
               with such values being determined for each plan as of the most
               recent valuation date occurring within the twelve (12) month
               period ending on the Determination Date and subject to
               appropriate adjustments under said Section 416(g) and lawful
               regulations issued thereunder, including the requirement that
               benefits and accounts of an Employee be increased by the
               aggregate distributions with respect to such Employee during the
               five (5) year period ending on the Determination Date; and

          (g)  "valuation date" means:

               (1)  in the case of a defined contribution plan, a date as of
                    which account balances are valued,

               (2)  in the case of a defined benefit plan, a date as of which
                    liabilities and assets are valued for computing plan costs
                    for purposes of determining the plan's minimum funding
                    requirements under Section 412 of the Code.

     In making any of the aforementioned determinations, contributions due but
unpaid as of the Determination Date shall be included in determining the value
of Account balances, if any. In addition, the actuarial factors and assumptions
set forth in the defined benefit plans included in the aggregation groups shall
be utilized in determining the present value of cumulative accrued benefits.
Furthermore, for purposes of making the aforementioned calculations with respect
to defined benefit plans, proportional subsidies, and benefits not relating to
retirement benefits such as pre-retirement death and disability benefits and
post



                                      18-3
<PAGE>

retirement medical benefits, are to be disregarded but nonproportional subsidies
are to be taken into account.

     18.3 Top-Heavy Minimum Contributions.

          During any Plan Year that this Trust and Plan is top-heavy, a
Participating Company shall make a contribution on behalf of each non-Key
Employee employed by such Participating Company who is a Participant on the
Allocation Date coinciding with the last day of such year, or was a Participant
whose employment terminated on or as of said Allocation Date which is at least
equal to the greater of (a) or (b) below where:

          (a)  equals the lesser of (1) or (2) below where:

               (1)  equals three percent (3%) of the non-Key Employee's Testing
                    Compensation from the Participating Company and all
                    Affiliates during the Plan Year; and

               (2)  equals the largest percentage of Testing Compensation from
                    the Participating Company and all Affiliates (disregarding
                    any such Testing Compensation in excess of the compensation
                    limit in effect under Section 401(a)(17) of the Code as
                    described in Section 2.13 hereof (plus such adjustments for
                    increases in the cost of living as shall be prescribed by
                    the Secretary of the Treasury pursuant to Section 401(a)(17)
                    of the Code) per Plan Year per Key Employee) provided to any
                    Key Employee by the contributions of the Participating
                    Companies; and

          (b)  equals such other percent of the non-Key Employee's Testing
               Compensation from the Participating Company and all Affiliates as
               may be necessary to satisfy the requirements of Section 401 and
               416 of the Code as prescribed by the Secretary of the Treasury in
               lawful regulations.

For purposes of determining the percentage set forth in subparagraph (a)(2)
above, a Participating Company's contribution made pursuant to Section 4.1
hereof in accordance with a Participant's election under said Section shall be
taken into account, but the Participating Company's contribution made pursuant
to Section 4.1 hereof in accordance with a non-Key



                                      18-4
<PAGE>

Employee's election under said Section shall not be taken into account in
determining compliance with this Section.

     If this Trust and Plan is top-heavy for a Plan Year and if a Participant
who is a non-Key Employee is also a Participant in any other defined
contribution plan maintained by a Participating Company or Affiliate, the
minimum provided hereunder shall be provided before any minimum under such other
plan and shall reduce the amount of the top-heavy minimum, if any, required
thereunder. Furthermore, if this Trust and Plan is top-heavy for a Plan Year and
if a Participant who is a non-Key Employee is also a Participant in any defined
benefit plan maintained by a Participating Company or Affiliate, the minimum
provided under this Trust and Plan shall be provided before any minimum under
such defined benefit plan and the benefit provided under such defined benefit
plan shall be offset by the actuarial equivalent of the amounts, if any,
allocated to the Participant's Accounts under this Trust and Plan and any other
defined contribution plan maintained by a Participating Company or Affiliate.

     18.4 Determination of Super Top-Heavy Trust and Plan.

          This Trust and Plan shall be considered to be super top-heavy in any
Plan Year if, as of the Determination Date for such Plan Year, all the
aggregation groups of which this Trust and Plan is a member are super top-heavy
groups. The foregoing determination shall be made as provided in Section 18.2
above for the calculation of top-heavy status, except that for purposes of this
Section, subparagraph (f) of said Section 18.2 shall be modified by the
substitution of the words "super top-heavy group" for the words "top-heavy
group" in said subparagraph (f) and by the substitution of the percentage
"ninety percent (90%)" for the percentage "sixty percent (60%)" in said
subparagraph (f).



                                      18-5
<PAGE>

     18.5 Limitations on Annual Additions Under Top-Heavy Trust and Plan.

          During any Plan Year that this Trust and Plan is top-heavy or super
top-heavy, the limitations on Annual Additions and annual benefits under Section
415 of the Code as described in Article 19 hereof shall be modified as required
by Section 416(h) of the Code. Notwithstanding the previous sentence, the
modifications set forth in this Section shall not apply for a Plan Year if the
Trust and Plan is top-heavy but not super top-heavy for such Plan Year and if
the amount contributed for each Participant who is a non-Key Employee is
computed by substituting the percentage "4%" for "3%" in Section 18.3(a) above
or if each Participant who is a non-Key Employee accrues a benefit or is
allocated a contribution which, in the aggregate, satisfies the requirements of
Section 416(h)(2) of the Code under another one or more pension, profit sharing
or stock bonus plans which are maintained by one or more Participating Companies
or any Affiliate. In the event that the Annual Additions or annual benefits of a
Key Employee shall be in excess of the limitations on Annual Additions or annual
benefits, as described in Article 19 hereof as modified herein, no contributions
shall be allocated to a Participant's Accounts under this Trust and Plan until
he is brought into compliance or this Trust and Plan ceases to be top-heavy or
super top-heavy, as the case may be.



                                      18-6
<PAGE>

                                   ARTICLE 19

                         LIMITATIONS ON ANNUAL ADDITIONS

     19.1 Maximum Annual Additions.

          Notwithstanding anything contained in this Trust and Plan to the
contrary, in no event shall a Participant's Annual Additions and annual amount
of retirement benefits, under this Trust and Plan and under the plans of any
Related Employer, individually or in the aggregate, be greater than the maximum
allowable amounts determined in accordance with Section 415 of the Code.

     19.2 Reduction of Excess Benefits.

          In the event that a Participant has excess Annual Additions,
adjustment under Section 415 of the Code shall be made in the following order:

          (a)  first, pre-tax contributions made pursuant to a Participant's
               election under Section 4.1 hereof and any related matching
               contributions shall be reduced;

          (b)  second, the contributions made under any defined contribution
               plan of any Related Employer shall be reduced; and

          (c)  third, the accrued benefit of such Participant under any defined
               benefit pension plan maintained by a Related Employer shall be
               reduced.

     Notwithstanding the foregoing, in the event that a Participant has excess
Annual Additions on and after January 1, 2000, pre-tax contributions made
pursuant to such Participant's election under Section 4.1 hereof and any related
matching contributions shall be reduced.

     19.3 Definitions.

          For purposes of calculating the maximum allowable amounts under
Section 19.1 hereof, a Participant's "Limitation Year" shall have the same
meaning as that set forth in Article 2 hereof and his Compensation shall mean
his "Testing Compensation" as




                                      19-1
<PAGE>

defined in Article 2 of this Trust and Plan and paid and includible in gross
income during the Limitation Year.

     19.4 Suspense Account.

          In the event that, after the application of Section 19.2 above, there
still remain Participating Company contributions which, if allocated to a
Participant, would be in excess of the limits on Annual Additions set forth in
Section 19.1 hereof, and which arise as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's Compensation or
Testing Compensation or other limited facts and circumstances which the
Commissioner of Internal Revenue finds justify the availability of the rules set
forth in this Section, such excess amounts shall be used in the next Limitation
Year and any succeeding Limitation Years, as necessary, to reduce Participating
Company contributions which would otherwise be made for such Participant in such
Limitation Year or Years. In the event such a Participant terminates employment
at a time when excess amounts still remain on his behalf, such excess amounts
shall be used as follows:

          (a)  excess amounts which represent matching contributions by the
               Participating Company shall be used to reduce the matching
               contributions for all Participants employed by the Participating
               Company who are then eligible; and

          (b)  excess amounts which represent pre-tax contributions shall be
               paid directly to him by the Participating Company.

     Until any excess amounts described above are used to reduce Participating
Company contributions, they shall be held in a suspense account. Such suspense
account shall not be subject to the periodic valuation procedure described in
Article 8 hereof and will in no event be adjusted to take account of the income
and/or gains or losses of the investment funds of the Trust Fund.
Notwithstanding any other provisions of this Trust and Plan to the contrary (and
specifically Section 23.4 hereof), in the event this Trust and Plan is
terminated at a time when



                                      19-2
<PAGE>

there are amounts credited to a suspense account pursuant to this Section, such
amounts shall be returned to the Participating Companies. In the event that
amounts representing pre-tax contributions are returned to Participating
Companies hereunder, such Participating Companies shall make payments to the
Participants on whose behalf such contributions were made equal to the total of
said refunded amounts.



                                      19-3
<PAGE>

                                   ARTICLE 20

                     ROLLOVERS AND TRANSFERS INVOLVING OTHER
                           QUALIFIED RETIREMENT PLANS

     20.1 Rollovers and Transfers From Other Tax Qualified Trust and Plans.

          In the event that:

          (a)  any Covered Employee shall have been, prior to his becoming a
               Covered Employee of a Participating Company, a participant under
               another qualified retirement plan which met the requirements of
               Section 401(a) of the Code; and

          (b)  either:

               (1)  the custodian or trustee of the assets held pursuant to said
                    other plan on behalf of said Covered Employee; or

               (2)  the custodian or trustee of the assets of an individual
                    retirement account established pursuant to Section 408 of
                    the Code to hold the assets distributed to said Covered
                    Employee from said other plan or, if said Covered Employee
                    is a rehired Employee, the assets so held are from this
                    Trust and Plan; or

               (3)  the Covered Employee who holds cash assets distributed to
                    him during the preceding sixty (60) days from such other
                    plan or from an individual retirement account described in
                    paragraph (2) above;

               shall agree to transfer said assets to the Trustee hereunder; and

          (c)  the assets to be so transferred are attributable to contributions
               made by or on behalf of said Covered Employee under such other
               qualified retirement plan, this Trust and Plan or a Predecessor
               Plan and shall not be made available to said Covered Employee in
               the course of the transfer except to the extent permitted by
               paragraph (b)(3) above; and

          (d)  the Administrator consents to the transfer;

the Trustee hereunder shall accept such transferred assets and hold and
administer them pursuant to the terms and provisions of this Trust and Plan and
this Article.


                                      20-1
<PAGE>

     Upon the receipt of said assets, the Trustee shall value them pursuant to
the terms and provisions of Article 8 hereof and appropriately credit the fair
market value of such assets to a Rollover Account established for the Covered
Employee on whose behalf the assets were so transferred. The Trustee shall
establish such subaccounts within a Covered Employee's Rollover Account as the
Trustee shall deem necessary or desirable. Amounts credited to any Rollover
Account of a Covered Employee shall be fully vested and nonforfeitable at all
times.

     Notwithstanding any other provision of this Section, in no event shall any
assets be transferred from another qualified retirement plan to this Trust and
Plan if the transfer of such assets would require that the provisions of this
Trust and Plan governing distributions be amended to comply with the provisions
of Section 401(a)(11) of the Code or to provide for any distribution rights,
optional forms of benefit or other rights or features not otherwise provided for
under this Trust and Plan.



                                      20-2
<PAGE>

                                   ARTICLE 21

                            AMENDMENT AND TERMINATION

     21.1 Power to Amend.

          This Trust and Plan may be modified, altered, amended or changed by
the Company with respect to all or any one of the Participating Companies at any
time, or from time to time, prospectively or retroactively, without the consent
of any Participating Company or Affiliate, as evidenced by an instrument in
writing, executed in the name of the Company by a proper officer or officers of
the Company, acting pursuant to authorization or ratification of the Board of
Directors of the Company, provided that:

          (a)  no amendment shall deprive any Accountholder of any vested rights
               to which he is entitled under this Trust and Plan;

          (b)  no amendment shall provide for the use of the Trust Fund for any
               purpose other than for the benefit of the Employees of the
               Participating Companies and their Beneficiaries to an extent
               greater than is provided in Section 23.4 hereof; and

          (c)  no amendment shall cause any funds contributed to this Trust and
               Plan or any assets of the Trust Fund to revert to or be made
               available to the Company or any Participating Company or
               Affiliate, to an extent greater than is provided in Section 23.4
               hereof.

After any amendment hereto is adopted, a copy of the instrument executed as
above provided shall be furnished to the Trustee.

     21.2 Power to Terminate.

          The Company may terminate this Trust and Plan at any time as evidenced
by an instrument in writing executed in the name of the Company by a proper
officer or officers of the Company, acting pursuant to authorization or
ratification of the Board of Directors of the Company. The Company shall notify
the Administrator of any such termination.



                                      21-1
<PAGE>

     21.3 Procedures on Termination of Trust and Plan.

          Upon termination of this Trust and Plan, all assets of the Trust held
on behalf of Participants employed by a Participating Company, after deduction
therefrom of any accrued expenses and fees of the Trustee and any expenses and
fees relating to such termination incurred or to be incurred by the Trustee,
shall be allocated among the then existing Accounts of Participants employed by
such Participating Company. Each such Account shall be allocated that portion of
such assets of the Trust which bears the same relationship to the total of such
assets as the amount then standing credited to such Account bears to the total
amounts then standing credited to all Accounts of Participants employed by such
Participating Company. The amounts thus allocated shall be forthwith distributed
to the Participant for whose benefit the Accounts were established if he is
living on the date of termination, or if he shall have died before distribution,
to his designated Beneficiary, as determined in accordance with the provisions
of Article 12 hereof.

     21.4 Partial Termination of Trust and Plan or Complete Discontinuance of
Contributions.

          Upon the partial termination of this Trust and Plan or upon complete
discontinuance of contributions to this Trust and Plan by any Participating
Company, the Trustee shall continue to administer this Trust and Plan in the
manner in which this Trust and Plan was administered before any such partial
termination and a Participant shall only be entitled to receive benefits upon
the occurrence of an event which under the terms of this Trust and Plan would
entitle him to receive such benefits. For purposes of this Section, the Trustee
shall not treat an event as a "partial termination" unless: (a) the Company has
so designated such event in a writing delivered to the Trustee; or (b) such
event has been finally and expressly determined to be a partial termination
within the meaning of Section 411(d) of the Code in an administrative or




                                      21-2
<PAGE>

judicial proceeding to which both the Company and the Commissioner of Internal
Revenue or his delegate were parties.



                                      21-3
<PAGE>

                                   ARTICLE 22

                             PARTICIPATING COMPANIES

     22.1 Designation of Participating Companies.

          An Affiliate of the Company shall become a Participating Company under
this Trust and Plan with the approval of the Board of Directors of the Company
(which may be by ratification of prior actions of the Company). In such event,
such Participating Company shall be added to Section 2.29 hereof. The
Participating Companies on the Restatement Date are identified in Section 2.29
hereof.

     22.2 Withdrawal by Participating Company.

          A Participating Company, by action of its Board of Directors, may
withdraw from the Trust and Plan at any time. The Company, by action of its
Board of Directors, may order the withdrawal of a Participating Company.

     22.3 Adoption of Supplemental Agreements.

          The Company may determine that special provisions shall be applicable
to some or all of the Employees of a Participating Company, either in addition
to or in lieu of the generally applicable provisions of this Trust and Plan, or
may determine that certain Employees otherwise eligible to participate in this
Trust and Plan shall not be eligible to participate in this Trust and Plan. In
such event, the Company shall adopt a Supplemental Agreement with respect to the
Participating Company which employs such individuals which Supplemental
Agreement shall specify the Employees of the Participating Company covered
thereby and the special provisions applicable to such Employees. Any
Supplemental Agreement shall be deemed to be a part of this Trust and Plan
solely with respect to the Employees specified therein.



                                      22-1
<PAGE>

     22.4 Amendment of Supplemental Agreements.

          The Company, from time to time, may amend, modify or terminate any
Supplemental Agreement pursuant to the procedures described in Article 21 hereof
for the amendment of the Trust and Plan. No such action shall operate so as to
deprive any Employee who was covered by such Supplemental Agreement of any
vested rights to which he is entitled under this Trust and Plan or the
Supplemental Agreement except as provided in Article 21 hereof.

     22.5 Delegation of Authority.

          The Company is hereby fully empowered to act on behalf of itself and
the other Participating Companies as it may deem appropriate in maintaining the
Trust and Plan. Without limiting the generality of the foregoing, such actions
include obtaining and retaining tax qualified status for such Trust and Plan and
appointing attorneys-in-fact in pursuit thereof. Furthermore, the adoption by
the Company of any amendment to the Trust and Plan or the termination thereof,
will constitute and represent, without any further action on the part of any
Participating Company, the approval, adoption, ratification or confirmation by
each Participating Company of any such amendment or termination. In addition,
the appointment of or removal by the Company of any Appeals Committee member,
any Administrator, Trustee, Investment Manager or other person under the Trust
and Plan shall constitute and represent, without any further action on the part
of any Participating Company, the appointment or removal by each Participating
Company of such person.

                                      22-2
<PAGE>

                                   ARTICLE 23

                        CERTAIN TRANSFERRED PARTICIPANTS

     23.1 Definitions.

          For purposes of this Article, the following terms shall have the
meaning as set forth below.

          (a)  "Transferee Participant" shall mean any Covered Employee who
               becomes a Participant hereunder and on whose behalf amounts are
               transferred to the Trust Plan from the Union 401(k) Plan.

          (b)  "Union 401(k) Plan" shall mean the RPM, Inc. Union 401(k) Trust
               and Plan.

     23.2 Deferral Elections.

          A Transferee Participant's deferral election in effect under the Union
401(k) Plan immediately prior to the date he commences participation hereunder
shall be deemed to be the deferral election in effect under Section 4.1 of the
Trust and Plan as of the date he commences participation hereunder and shall be
treated as an ongoing election until changed in accordance with Article 4 of the
Trust and Plan.

     23.3 Establishment of Accounts.

          At such time as a Covered Employee becomes a Transferee Participant
hereunder, Accounts shall be established on his behalf pursuant to Article 8
hereof, and the assets of accounts held on his behalf under the Union 401(k)
Plan shall be transferred to the Trust and Plan and credited to the like
Accounts established on his behalf hereunder.

     23.4 Transferee Participant Direction of Investments.

          Investment directions made by a Transferee Participant that are in
effect under the Union 401(k) Plan immediately prior to his date of transfer
shall be deemed to be the investment directions in effect under Article 7 of the
Trust and Plan as of the date of a Transferee Participant commences
participation hereunder and shall remain in effect until such time as



                                      23-1
<PAGE>

investment directions are changed in accordance with the procedures for changing
investment directions set forth in Article 7 of the Trust and Plan.

     23.5 Transferred Loans.

          In the event that any portion of the amounts transferred from the
Union 401(k) Plan with respect to a Transferee Participant consists of a note
(and the related loan and security interest in such Transferee Participant's
Accounts), then the Administrator shall continue to administer the note, loan
and security interest in accordance with their terms to the extent consistent
with ERISA and the Code, and the Transferee Participant shall execute such
documents, including but not limited to any payroll deduction authorization
forms, as the Administrator shall require.

     23.6 Designation of Beneficiary.

          A Transferee Participant's designation of Beneficiary, made in
accordance with the Union 401(k) Plan shall continue in effect on and after the
date he becomes a Participant hereunder with respect to benefits payable under
Article 12 of the Trust and Plan until such time as he changes said designation
of Beneficiary pursuant to said Article 12.

     23.7 Other Transferred Participants.

          In the event that (a) a Covered Employee previously participated in a
qualified retirement plan sponsored by a Participating Company or an Affiliate,
other than the Union 401(k) Plan, (b) said Covered Employee becomes a
Participant hereunder in accordance with Article 3 hereof, and (c) assets held
in accounts under said other qualified retirement plan are transferred to the
Trust and Plan on his behalf, then the Administrator may, in its discretion,
apply the provisions of Sections 23.2 through 23.6 to such a Participant.



                                      23-2
<PAGE>

                                   ARTICLE 24

                                  MISCELLANEOUS

     24.1 Bankruptcy or Insolvency.

          In the event that a Participating Company shall at any time be
judicially declared bankrupt or insolvent, or in the event of its dissolution,
merger or consolidation without any provisions being made for the continuation
of this Trust and Plan, the Trust and Plan created hereunder shall terminate as
to Participants employed by such Participating Company and the Trustee shall
make distributions as provided in Section 21.3 hereof.

     24.2 Mergers, Consolidations and Transfers of Assets.

          In the event the Trust and Plan shall merge or consolidate with, or
transfer any of its assets or liabilities to any other plan, each Accountholder
shall be entitled to receive, if the Trust and Plan were terminated immediately
thereafter, a benefit which is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger, consolidation or
transfer if the Trust and Plan had then terminated, in accordance with Section
414(1) of the Code and Section 208 of ERISA.

     24.3 No Employment, Legal or Equitable Right Created.

          Neither anything contained herein, nor any contribution made
hereunder, nor any other acts done in pursuance of this Trust and Plan, shall be
construed as entitling any Participant to be continued in the employ of a
Participating Company or any Affiliate for any period of time nor as obliging a
Participating Company or any Affiliate to keep any Participant in its employ for
any period of time, nor shall any Employee of a Participating Company or any
Affiliate nor anyone else have any rights whatsoever, legal or equitable,
against a Participating Company, the Committee, the Administrator or the Trustee
as a result of this Trust and Plan except those expressly granted to him
hereunder.



                                      24-1
<PAGE>

     24.4 Prohibition on Reversions.

          No contribution or payment by a Participating Company to the Trustee
of this Trust and Plan, nor any income of the Trust Fund, shall in any event
revert or be credited to or be used for the benefit of a Participating Company,
and all such contributions, payments and income shall be used solely and
exclusively for the benefit of the Participants and their Beneficiaries under
this Trust and Plan, except that the Trustee shall return to a Participating
Company upon written request of the Company:

          (a)  any contributions made by the Participating Company by a mistake
               of fact, provided such contributions are returned to the
               Participating Company within one (1) year after the date such
               contributions were made;

          (b)  any contributions made for Plan Years during which this Trust and
               Plan does not initially qualify under Section 401(a) of the Code,
               provided such contributions are returned to the Participating
               Company within one (1) year after the date of denial of
               qualification; and

          (c)  any contributions, to the extent that their deduction is
               disallowed under Section 404 of the Code, provided that such
               disallowed contributions are returned to the Participating
               Company within one (1) year after the disallowance of the
               deduction.

     Notwithstanding the foregoing, any contributions or part thereof described
in (a), (b) or (c) above that are made to the Trust and Plan by a Participating
Company pursuant to a Participant's election under Section 4.1 hereof shall not
be returned to a Participating Company, but shall instead be returned to the
Participant at whose election such contributions were made.

     24.5 Procedures for Spousal Consent.

          If any provision of this Trust and Plan shall require the consent of
the spouse of a Participant, such consent shall be made in writing, with the
signature of the spouse notarized or witnessed by the Administrator or its
representative, or shall be made in such other manner as may be permitted by
law. Notwithstanding any provision hereof to the contrary, the



                                      24-2
<PAGE>

consent of the spouse shall not be necessary if it is established to the
satisfaction of the Administrator that the signature of the spouse cannot be
obtained either because the spouse cannot be located or because of such other
circumstances as the Secretary of the Treasury may prescribe by lawful
regulations. Any consent given by a spouse pursuant to this Section shall be
effective only with respect to such spouse and shall not be effective with
respect to any other spouse of such Participant.

     24.6 Spousal Consent.

          Spousal consent is required pursuant to Section 12.5 hereof where a
nonspouse Beneficiary is designated by a married Participant. Notwithstanding
this or any other provision of this Trust and Plan to the contrary, the
Administrator, where required by law or where it deems appropriate in its sole
discretion and pursuant to reasonable and uniform rules it may establish, shall
require spousal consent for actions taken, elections made, or the exercise of
any rights by a married Participant under this Trust and Plan. Any consent by a
spouse pursuant to this Section shall be made in accordance with Section 23.5
hereof.

     24.7 Indemnification.

          The Participating Companies shall jointly and severally indemnify,
defend and hold harmless any officers, Employees or directors or former
officers, Employees or directors of any Participating Company or Affiliate for
all acts taken or omitted in carrying out the responsibilities of the Company,
Participating Companies, Administrator, Appeals Committee or Trustee under the
terms of this Trust and Plan or other responsibilities imposed upon such
individuals by ERISA. This indemnification for all acts or omissions is
intentionally broad, but shall not provide indemnification for embezzlement or
diversion of funds for the benefit of any such individuals, nor shall it provide
indemnification for excise taxes imposed under Section 4975 of the Code nor for
civil penalties imposed under Section 502(l) of ERISA.



                                      24-3
<PAGE>

The Participating Companies shall indemnify such individuals for expenses of
defending an action by a Participant, Beneficiary, government entity or other
person, including all legal fees and other costs of such defense. The
Participating Companies will also reimburse such an individual for any monetary
recovery in a successful action against any such person in any federal or state
court or arbitration. In addition, if the claim is settled out of court with the
concurrence of the Company, the Participating Companies shall indemnify such
person for any monetary liability under said settlement. Notwithstanding the
foregoing provisions of this Section, no indemnification shall be provided with
respect to any person who is not an individual officer, Employee or director or
former officer, Employee or director of a Participating Company or Affiliate nor
with respect to any claim by a Participating Company or Affiliate against such
individual.

     24.8 Gender.

          Whenever any pronoun is used herein, it shall be construed to include
the masculine pronoun, the feminine pronoun or the neuter pronoun as shall be
appropriate.

     24.9 Number.

          The singular shall include the plural, or vice versa, whenever the
context so requires.

     24.10 Applicable Law.

          This Trust and Plan shall be construed under and in accordance with
the law and laws of the State of Ohio and of the United States of America.

     24.11 Receipts and Releases.

          Any payment to any Accountholder, in accordance with the provisions of
this Trust and Plan, shall to the extent thereof be in full satisfaction of all
claims hereunder against the Trustee, the Administrator, and the Company or any
Participating Company or



                                      24-4
<PAGE>

Affiliate, any of whom may require such Accountholder, as a condition precedent
to such payment, to execute a receipt and release therefor in such form as shall
be determined by the Trustee, the Administrator, or the Company or any
Participating Company or Affiliate, as the case may be.

     24.12 Separability.

          If any provision of this Trust and Plan is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions, and this Trust and Plan shall be construed and enforced as if such
provisions had not been included, but instead, at the option of the Company, as
if the Trust and Plan included such different provision as in the judgment of
the Company would be valid and enforceable and yet would most nearly carry out
the intent and purpose of the original provision and the Company may
retroactively amend the Trust and Plan to add such provision.

     24.13 Interpretation.

          All provisions of this Trust and Plan shall be interpreted and
administered in accordance with the provisions of ERISA and Section 401(a) of
the Code and any successor section or sections, in a nondiscriminatory manner
and in a manner which will assure compliance of this Trust and Plan's operation
therewith. Employees and Beneficiaries of Employees in similar circumstances
shall receive such treatment hereunder as the Administrator may determine to be
generally consistent.

     24.14 Impossibility.

          In the event that it becomes impossible for the Company, an Affiliate,
a Participating Company, the Administrator or the Trustee to perform any act
under this Trust and Plan, that act shall be performed which, in the judgment of
the Company, the Affiliate, the



                                      24-5
<PAGE>

Participating Company, the Administrator or the Trustee, as the case may be,
will most nearly carry out the intent and purpose of this Trust and Plan.

     24.15 Applicability of Restatement and Other Amendments Generally and to
Participants Who Terminated Employment Prior to the Restatement Date.

          This restatement is generally effective January 1, 1999, but also
reflects certain changes which apply to earlier dates. Except as otherwise
provided herein, the terms and provisions of this restatement, and any other
amendments to this Trust and Plan, apply with respect to the operation of the
Trust and Plan and all rights, obligations and transactions hereunder on and
after their effective dates. However, with respect to a Participant who retired,
terminated employment or otherwise ceased to be a Covered Employee prior to the
effective date of a change to this Trust and Plan, or to any person claiming
benefits hereunder relating to such a Participant, in general:

          (a)  such change shall be applicable to such Participant or person to
               the extent such change relates to administrative procedures or
               the powers of the Company or Administrator, or if the Code, ERISA
               or other relevant law requires such a change to apply to such
               Participants and persons; and

          (b)  such change shall not be applicable to such Participant or person
               if the change relates to any other items, including but not
               limited to an increase in the benefit which would be payable to
               such person, the vesting of such benefit, or the distribution
               rights or options related thereto.

Notwithstanding the foregoing, where the provisions of this Trust and Plan
specify the extent to which any such change shall be effective, such provisions
shall govern.

     24.16 Correction of Errors.

          In the event that, through oversight or mistake of fact or law, errors
have been made in the administration of the Trust and Plan, the Administrator
shall take such action, as it deems necessary, to correct said administrative
errors.



                                      24-6
<PAGE>

     24.17 Participants Who Terminate Employment Prior to a Merger or Transfer
Date.

          The right to benefits and the amount of benefits, if any, payable to a
person who was a participant or a beneficiary of a person who was a participant
under any qualified retirement plan that is merged into this Trust and Plan, or
assets of which were transferred to this Trust and Plan, where such person
terminated employment for any reason prior to the applicable merger or transfer
date, shall generally be determined in accordance with the terms and provisions
of the Supplement adopted with respect to such other qualified retirement plan
and any applicable merger or transfer agreement (or, to the extent made
applicable by such Supplement or merger or transfer agreement, the terms and
provisions of such other qualified retirement plan), as well as the general
terms and provisions of this Trust and Plan, including without limitation the
administrative provisions and procedures of this Trust and Plan. However, except
as otherwise specifically provided, neither the general provisions of this Trust
and Plan, nor the provisions of a Supplement or merger or transfer agreement,
shall be construed to increase the benefit which would be payable to such
person, the vesting thereof, or the distribution rights or options related
thereto.

     24.18 Elimination of Family Aggregation Rules.

          Effective January 1, 1997, the family aggregation rules required by
Section 414(q)(6) of the Code have been deleted from the Trust and Plan. The
Trust and Plan is amended to delete the provision of family aggregation as
described in Section 401(a)(17)(A) of the Code which required certain
Participants, the spouses of such Participants, and any lineal descendants who
have not attained age nineteen (19) before the close of the Plan Year to be
treated as a single Participant for purposes of applying the limitation on
Compensation for a Plan Year. On and after January 1, 1997, the spouses of such
Participants and any lineal descendants




                                      24-7
<PAGE>

(including those descendants who have not attained age nineteen (19) before the
close of the Plan Year) will be treated as separate Participants for purposes of
applying the limitation on Compensation for a Plan Year.


                                      24-8
<PAGE>

          IN WITNESS WHEREOF, RPM, Inc., by its officer duly authorized, has
caused this Trust and Plan to be executed as of the 13th day of September, 2002.

                                        RPM, INC.

                                                    ("Company")


                                        By: /s/ Ronald A. Rice
                                            ------------------------------------


                                        And: /s/ Keith R. Smiley
                                             -----------------------------------


          The undersigned Trustee hereby acknowledges receipt of, accepts and
agrees to be bound by the terms of this Trust and Plan.

                                        KEY BANK, NATIONAL ASSOCIATION
                                        Successor in interest to Key Trust
                                        Company of Ohio, N.A.

                                        By: /s/ Elaine J. Duncan, VP
                                           -------------------------------------


                                        And: /s/ William R. Jordan, VP
                                             -----------------------------------


                                      24-9