<PAGE>

                                                                     Exhibit 4.6





                                    RPM, INC.

                 UNION 401(k) RETIREMENT SAVINGS TRUST AND PLAN































                                                Effective Date: February 1, 1997


                        Amended and Restated Generally Effective January 1, 1999




<PAGE>


                                TABLE OF CONTENTS

                                                                        PAGE NO.


NAME AND PURPOSE.............................................................1-1


DEFINITIONS..................................................................2-2


ELIGIBILITY AND PARTICIPATION................................................3-1


EMPLOYEE PRE-TAX CONTRIBUTIONS...............................................4-1


EMPLOYER CONTRIBUTIONS.......................................................5-1


LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.................................6-1


INVESTMENT FUNDS AND DIRECTION OF INVESTMENT.................................7-1


ACCOUNTS.....................................................................8-1


HARDSHIP AND IN-SERVICE WITHDRAWALS..........................................9-1


LOANS.......................................................................10-1


RETIREMENT OR TERMINATION OF EMPLOYMENT.....................................11-1


DEATH BENEFITS..............................................................12-1


DISTRIBUTIONS...............................................................13-1


THE TRUSTEE, ITS POWERS AND DUTIES..........................................14-1


INVESTMENTS.................................................................15-1


ADMINISTRATION..............................................................16-1


PROHIBITION AGAINST ALIENATION..............................................17-1


TOP-HEAVY PROVISIONS........................................................18-1


LIMITATIONS ON ANNUAL ADDITIONS.............................................19-1


ROLLOVERS AND TRANSFERS INVOLVING OTHER QUALIFIED RETIREMENT PLANS..........20-1


AMENDMENT AND TERMINATION...................................................21-1


PARTICIPATING COMPANIES AND PARTICIPATING UNITS.............................22-1


CERTAIN TRANSFERRED PARTICIPANTS............................................23-1


MISCELLANEOUS...............................................................24-1



                                       i
<PAGE>


                          AMENDMENT AND RESTATEMENT OF
                                    RPM, INC.
                      UNION 401(k) RETIREMENT SAVINGS PLAN

     This Amendment and Restatement, effective as of this 1st day of January,
1999, is executed as of the date set forth below by RPM, Inc., a corporation
organized and existing under and by virtue of the laws of the State of Ohio
(hereinafter referred to as the "Company");

                              W I T N E S S E T H:

     WHEREAS, Tremco Incorporated ("Tremco") adopted the Tremco Incorporated
Union 401(k) Retirement Savings Trust and Plan (the "Trust and Plan") to provide
retirement benefits on behalf of certain eligible employees; and

     WHEREAS, by amendment to the Trust and Plan, the Company assumed from
Tremco the obligations of the "Company" under the terms of the Trust and Plan
and changed the name of the Trust and Plan to the RPM, Inc. Union 401(k)
Retirement Savings Trust and Plan; and

     WHEREAS, pursuant to Section 27.1 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;



                                       1
<PAGE>

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





                                       2
<PAGE>



                                   ARTICLE 1

                                NAME AND PURPOSE

     1.1   Name.  The name of this Trust and Plan is the RPM, Inc. Union 401(k)
Retirement Savings 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.

     2.6   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




                                      2-1

<PAGE>

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 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.




                                      2-2

<PAGE>

     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 all remuneration
which is paid to an Employee in cash or in kind for the performance of services
for a Participating Company while a Covered Employee and which must be reported
as wages on the Employee's Form W-2 for income tax purposes, together with
amounts contributed by a Participating Company to the Trustee pursuant to a
Participant's election under Section 4.1 hereof, adjusted as follows:

           (a)      Compensation shall be increased for salary reduction amounts
                    which are excluded from the taxable income of the Employee
                    under Code Sections 125, 402(e)(3) and 402(h), and,
                    effective January 1, 2001, Section 132(f)(4); and

           (b)      Compensation shall be reduced by automobile and business
                    expenses and taxable life insurance amounts.

Severance payments made to a terminated Participant shall not be considered
Compensation for purposes of the Trust and Plan.

     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


                                      2-3

<PAGE>

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 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 his 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 any
Employee who is covered by a collective bargaining agreement to which the
Company or a



                                      2-4

<PAGE>

Participating Company is a party, the terms of which provide that said
collective bargaining unit shall be a Participating Unit pursuant to Article 22
hereof. In no event, however, shall any such Employee be a Covered Employee
during any period that he:

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

           (b)      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;

           (c)      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 Internal Revenue
                    Service or other government entity to be otherwise;

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

           (e)      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  Effective Date.  The words "Effective Date" of this Trust and Plan
shall mean February 1, 1997.

     2.18  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"



                                      2-5

<PAGE>

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

     2.19  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.

     2.20  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.



                                      2-6


<PAGE>

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

     2.22  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.

     2.23  Highly Compensated Employee.  The words "Highly Compensated Employee"
shall mean 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


                                      2-7

<PAGE>

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

     2.24  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



                                      2-8

<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.

     2.25  Leased Person.  The words "Leased Person" shall mean 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 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 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
                         person'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

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



                                      2-9

<PAGE>

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

     2.26  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 the Effective Date, 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.

     2.27  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, 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.

     2.28  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.

     2.29  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



                                      2-10
<PAGE>

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.

     2.30  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.

     2.31  Participating Unit.  The words "Participating Unit" shall mean any
unit of Employees which is subject to a collective bargaining agreement with a
Participating Company which provides for participation in this Trust and Plan by
the members of such Unit and which is or shall become a Participating Unit in
this Trust and Plan pursuant to Article 22 hereof but only for periods in which
such collective bargaining agreement so provides.

     2.32  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.

     2.33  Plan Year.  The words "Plan Year" shall mean the twelve (12) month
period ending on December 31 in each calendar year.

     2.34  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



                                      2-11
<PAGE>

(80%)" each place that the latter phrase appears in Section 1563(a)(1) of the
Code, 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.

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

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

     2.37  Supplemental Agreement.  The words "Supplemental Agreement" shall
mean an agreement adopted pursuant to Section 22.4 of the Trust and Plan which
contains special provisions which may be applicable to some or all of the
Employees of a Participating Unit, either in addition to or in lieu of the
provisions of the Trust and Plan.

     2.38  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.

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

     2.40  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;



                                      2-12

<PAGE>

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

           (d)      he fails to return to work:

                    (1)  after exhaustion of his entitlement to an FMLA Leave;
                         or

                    (2)  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 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



                                      2-13

<PAGE>

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.

     2.41  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)  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



                                      2-14

<PAGE>

                    "compensation" for such Plan Year as defined in Section
                    414(s) of the Code; and

     2.42  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.

     2.43  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.

     2.44  Union.  The word "Union" shall have the meaning for any Participant
as is set forth in the Supplemental Agreement by which he is covered.

     2.45  Unit.  The word "Unit" shall mean a group of Employees employed at a
division, plant or facility of the Company or any Affiliate of the Company,
which performs similar work, including a group of Employees covered by a
collective bargaining agreement to which the Company or such Affiliate is a
party.

     2.46  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.

     2.47  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



                                      2-15
<PAGE>

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.




                                      2-16

<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)  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.

     3.4  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.



                                      3-1
<PAGE>


                                      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 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



                                      4-1
<PAGE>

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 paid to the Trustee
not later than the fifteenth (15th) business day of the month



                                      4-2
<PAGE>

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 hereof, 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.  Unless otherwise provided in the applicable
Supplemental Agreement, a 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 time. The contributions, if any,
shall be allocated to



                                      5-1
<PAGE>

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 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
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



                                      5-2
<PAGE>

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 6 to the contrary, the provisions of this Article shall be
effective on and after the Effective Date of the Trust and Plan.

     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 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 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:

                   (A)                             (B)

     Average Deferral Percentage for     Limit on Average Deferral
     Active Participants who are not     Percentage for Highly Compensated
     Highly Compensated                  Active Participants
     -------------------------------     ---------------------------------

     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)


     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 current Plan Year rather than the preceding Plan Year in
accordance with Section 401(k)(3)(A)



                                      6-3
<PAGE>

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 computing the Deferral Percentage limit.

     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 computing the Contribution
Percentage limit.

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



                                      6-4
<PAGE>

           (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
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




                                      6-5
<PAGE>

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 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



                                      6-6
<PAGE>

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 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




                                      6-7
<PAGE>

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




                                      6-8
<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 provided hereunder from time to time, except that, if
individual direction of investments is



                                      7-1
<PAGE>

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 CFRss.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 CFRss.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 Accountholder may change his
direction of investment at any time, but




                                      7-3
<PAGE>

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 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.



                                      7-4
<PAGE>

     7.8   Investment of Matching Contribution Stock Fund.  The 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, 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 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 7.9 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 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



                                      7-5
<PAGE>

Section 7.9 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 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.

     7.9   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;




                                      7-6
<PAGE>

           (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 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 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





                                      7-7
<PAGE>

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.

     7.10  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 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.

     7.11  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



                                      7-8
<PAGE>

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 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.




                                      7-9
<PAGE>

           (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.

     7.12  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 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 Match Account 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



                                      7-10
<PAGE>

matching contributions, including Shares if applicable, credited to his Match
Account in accordance with Article 5 hereof.

     7.13  Interim Investments.  Pending investment in Shares pursuant to
Section 7.8, 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 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.

     7.14  Diversification Of Investments.  Notwithstanding any other provisions
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.

     7.15  Distributions In Cash or In Shares.  Distributions from an
Accountholder's Match 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.



                                      7-11
<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 a Match Account, if
applicable, 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. The Trustee shall establish such other Accounts, if any, as
provided in any applicable Supplemental Agreement in the name 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.

     8.3   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



                                      8-1
<PAGE>

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.

     8.4   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



                                      8-2
<PAGE>

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.

     9.3   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:



                                      9-1
<PAGE>

           (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).


     9.4   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:



                                      9-2
<PAGE>

           (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.

     9.5   In-Service Withdrawals.  Subject to uniform rules and procedures as
the Administrator may prescribe, a Participant may withdraw all or a part of the
amounts credited to his Rollover Account at any time. 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.

     9.7   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



                                      9-3
<PAGE>

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 24.5 hereof if such
consent is required under Section 24.6 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:

               (1)  the highest outstanding balance of loans to such borrower
                    from this Trust and Plan and all other qualified retirement


                                      10-1
<PAGE>

                    plans maintained by the Company and its Affiliates 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 24.5 hereof if such consent is required
                    under Section 24.6 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 this Article
shall be considered 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, 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.

          (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



                                      10-3
<PAGE>

               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

               (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


                                      10-4
<PAGE>

                    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 who owns, or is considered as owning (within the
meaning of Section 318(a)(1) of the Code) on any day during such 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. Distributions on and after
January 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.

     12.3 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.



                                      12-1
<PAGE>

     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 24.5 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 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



                                      12-2
<PAGE>

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 12.4 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



                                      13-1
<PAGE>
Section 3405(c) of the Code unless 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
                    following the end of the calendar year in which such
                    Participant actually retires; or



                                      13-2
<PAGE>

               (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:

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

                                      13-3
<PAGE>

               (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 t 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.

     13.5 Revaluation of Undistributed Amounts. As long as there remain any
amounts credited to an Accountholder's Account, the Trustee shall continue to
maintain said



                                      13-4
<PAGE>

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 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



                                      13-5
<PAGE>

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

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

               that accepts the Distributee's Eligible Rollover Distribution.



                                      13-6
<PAGE>

               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 24.5 hereof if such consent is required under Section 24.6 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 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.


                                      13-7
<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 with the
Trustee, or by delivering such written notice to the



                                      14-1
<PAGE>

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



                                      14-2
<PAGE>

the Trustee under 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



                                      14-3
<PAGE>

liability that the Trustee may incur in the 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
as the Trustee holds such units hereunder, the instrument establishing such
common or group



                                      15-1
<PAGE>

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, where
applicable in its capacity as a banking corporation when permitted to do so by
the



                                      15-2
<PAGE>

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 Trust Fund or a portion thereof, it shall have all powers
normally given to the Trustee under



                                      15-4
<PAGE>

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, 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



                                      16-2
<PAGE>

the Committee, the 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 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



                                      16-4
<PAGE>

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
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



                                      16-5
<PAGE>

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, 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


                                      16-6
<PAGE>

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, 2001, 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.

     16.9 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



                                      16-7
<PAGE>

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
property or any interest therein, or by reason of the



                                      17-1
<PAGE>

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

          (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



                                      17-2
<PAGE>

               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
                    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.



                                      17-3
<PAGE>

     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 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


                                      17-4
<PAGE>

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.

     17.9 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



                                      17-5
<PAGE>

Participant's "earliest retirement age," as defined in Section 414(p) of the
Code, if so provided n 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;

               (2)  a one-half of one percent (.5%) actual or constructive owner
                    of a Participating Company or an Affiliate who



                                      18-1
<PAGE>

                    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;

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



                                      18-2
<PAGE>

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



                                      18-3
<PAGE>

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




                                      18-4
<PAGE>

     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 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



                                      18-5
<PAGE>

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



                                      19-1
<PAGE>

     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 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 who are then eligible or for
               those Participants employed by the Participating Unit which
               employed the terminated Participant and who are then eligible, as
               shall be determined by the Administrator; 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 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 24.4
hereof), in the event this Trust and Plan is terminated at a time when 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




                                      19-2
<PAGE>

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 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 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 or this Trust and 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;

          (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.

     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



                                      20-1
<PAGE>

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 24.4 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 24.4
               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.

     21.3 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


                                      21-1
<PAGE>

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

                                      21-2
<PAGE>

                                   ARTICLE 22

                 PARTICIPATING COMPANIES AND PARTICIPATING UNITS

     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 22.3 hereof. The Participating Companies on the Restatement
Date are identified in Section 22.3 hereof.

     22.2 Designation of Participating Units. A Participating Company may
designate a group of Covered Employees as a Participating Unit in the Trust and
Plan. The Participating Company may define such Participating Unit by plant
location, job classification, collective bargaining agreement, or such other
classification as the Participating Company shall deem proper. A Participating
Unit shall be added to the Trust and Plan by an amendment to Section 22.3 below.
Such amendment shall be executed by the Company and consented to by the
applicable Participating Company. A Participating Company shall be deemed to
have consented to such inclusion by its act of enrolling Covered Employees of
the Participating Unit in the Trust and Plan.

     22.3 List of Participating Companies and Participating Units. The
Participating Companies and Participating Units and their adoption dates and
termination dates are as follows:

<TABLE>
<CAPTION>
               Participating Company            Adoption Date   Termination Date
               ---------------------            -------------   ----------------
<S>                                                 <C>              <C>
Tremco Incorporated, covering the following
Participating Unit(s):

  Hourly-paid employees represented by United       2/1/97           6/23/97
  Steelworkers of America, Local No. 8411
  (Barbourville, KY)

</TABLE>

                                      22-1
<PAGE>
<TABLE>
<CAPTION>
               Participating Company            Adoption Date   Termination Date
               ---------------------            -------------   ----------------
<S>                                                 <C>              <C>
  Employees represented by Tremco Employees         2/1/97
  Association, Inc. (Cleveland, OH)

  Employees represented by International            3/1/00
  Brotherhood of Teamsters, Chauffeurs,
  Warehousemen and Helpers of America, Local
  No. 507 (Cleveland, OH)

Flecto Company, Inc., covering the following
Participating Units:

  Paint Makers and Allied Trades Union, Local       1/1/99           5/31/00
  No. 1053

Bondo Corporation covering the following
Participating Units:

  Union of Needle Trades, Industrial and            8/1/99
  Textile Employees, AFL-CIO, CLC ("Unite")

The Euclid Chemical Company, covering the
following Participating Units:

  International Union, United Automobile,           4/1/01
  Aerospace and Agricultural Implement Workers
  of America, AFL-CIO, Local No. 217
</TABLE>

     22.4 Supplemental Agreements. The Company may determine that special
provisions shall be applicable to some or all of the Employees of a
Participating Unit, 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 Unit which employs such
individuals which Supplemental Agreement shall specify the Participating Unit
covered thereby and the special provisions applicable to such Employees employed
in such Participating Unit. Any Supplemental Agreement shall be deemed to be a
part of this Trust and Plan solely with respect to the Employees specified
therein.



                                      22-2
<PAGE>

     22.5 Amendment of Supplemental Agreements. The Company may, from time to
time, 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.

     22.6 Termination of Participation of Participating Company. The Company may
terminate this Trust and Plan with respect to Participants employed by a
Participating Company by an instrument in writing executed on behalf of the
Company and delivered to the Trustee.

     22.7 Termination of Participation of Participating Unit. The Company may
terminate this Trust and Plan with respect to a Participating Unit by an
instrument in writing executed on behalf of the Company and delivered to the
Participating Company and the Trustee.

     22.8 Administration of Accounts Upon Termination of Participation by a
Participating Company or Participating Unit. Upon the termination of
participation by a Participating Company or a Participating Unit, the Trustee
shall administer the Accounts of the Participants employed by an affected
Participating Unit in the manner set forth below:

          (a)  if the Participating Unit ceases to be a Participating Unit but
               Employees therein continue to be employed by a Participating
               Company or an Affiliate, the affected Accounts of Participants in
               such Participating Unit shall be periodically revalued pursuant
               to Article 8 hereof and eligible for distribution upon his
               Termination of Employment with a Participating Company or any
               Affiliate, unless other provision is made therefor at such time.

          (b)  if the Participating Company ceases to be a Participating Company
               and also ceases to be an Affiliate, the affected Accounts shall
               be treated as if the Participant had incurred a Termination of
               Employment on the date of cessation of Affiliate status and the
               amount credited to the Participant's Account shall become


                                      22-3
<PAGE>

               distributable as if such a Termination of Employment had occurred
               subject to the limitations on distributions under such
               circumstances as set forth in Section 401(k) of the Code.

     22.9 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.

                                      22-4
<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)  "RPM 401(k) Plan" shall mean the RPM, Inc. 401(k) Trust and Plan.

          (b)  "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 RPM 401(k) Plan.

     23.2 Applicability. This Article 23 shall apply only as long as the Trust
and Plan and the RPM 401(k) Plan shall be administered and invested on a
substantially similar basis, and the Administrator shall have full discretion to
determine when the provisions of this Article shall apply.

     23.3 Deferral Elections.

          A Transferee Participant's deferral election in effect under the RPM
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.

     23.4 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 RPM 401(k) Plan
shall be transferred to the Trust and Plan and credited to the like Accounts
established on his behalf hereunder.



                                      23-1
<PAGE>

     23.5 Transferee Participant Direction of Investments.

          Investment directions made by a Transferee Participant that are in
effect under the RPM 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 investment directions
are changed in accordance with the procedures for changing investment directions
set forth in Article 7 of the Trust and Plan.

     23.6 Transferred Loans.

          In the event that any portion of the amounts transferred from the RPM
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.

     23.7 Designation of Beneficiary.

          A Transferee Participant's designation of Beneficiary, made in
accordance with the RPM 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.

     23.8 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 RPM



                                      23-2
<PAGE>

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.

                                      23-3
<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 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



                                      24-2
<PAGE>

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 24.5 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. The Participating Companies shall indemnify such individuals
for expenses of defending an action by a Participant, Beneficiary, government
entity or other person, including



                                      24-3
<PAGE>

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 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 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.



                                      24-4
<PAGE>

     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 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 Limitation on Grievance Procedure. No matter respecting the Trust and
Plan, or any differences arising thereunder, including, but not limited to, any
decisions by the Administrator or Appeals Committee with respect to any
application for benefits or other matters, shall be subject to any grievance
procedure established in the collective bargaining



                                      24-5
<PAGE>

agreement between the Company and the Union or any successor agreement thereto
which is applicable to the Participant making such application for benefits.

     24.16 Applicability of Restatement and Other Amendments Generally and to
Participants Who Terminated Employment Prior to the Restatement Date or
Effective Date of Amendment. 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.

     24.17 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>

     24.18 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 an person who was a participant
under any qualified retirement plan that is merged into this Plan, or assets of
which were transferred to this 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 Plan,
including without limitation the administrative provisions and procedures of
this Plan. However, except as otherwise specifically provided, neither the
general provisions of this 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.

     24.19 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 (including those
descendants who have not attained age



                                      24-7
<PAGE>

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 INTERNATIONAL INC., successor to RPM, Inc., by
its appropriate officers duly authorized, has caused this Trust and Plan to be
executed as of the 15th day of November, 2002.


                                        RPM INTERNATIONAL INC.
                                        (Successor to RPM, Inc.)

                                        ("Company")



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

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


          The undersigned Trustee hereby acknowledges receipt of the foregoing
Amendment and Restatement of the Trust and Plan.

                                        KEY BANK, NATIONAL ASSOCIATION

                                                   ("Trustee")

                                        By: /s/ William R. Jordan
                                            ------------------------------------

                                        And: /s/ Elaine J. Duncan
                                             -----------------------------------

                                      24-9